Market Newsdesk

August 28, 2023 6:07 pm

ALERT: The M&A Class Action Firm Continues Investigating the Merger – VRTV, CCF, AEL, AAIC

NEW YORK, Aug. 28, 2023 (GLOBE NEWSWIRE) —

Juan Monteverde
, founder and managing partner of the class action firm Monteverde & Associates PC (the “M&A Class Action Firm”), a national securities firm rated Top 50 in the 2018-2021 ISS Securities Class Action Services Report and headquartered at the Empire State Building in New York City, is investigating:

Veritiv Corp. (NYSE:

VRTV

), relating to its proposed sale to an affiliate of Clayton, Dubilier & Rice LLC. Under the terms of the agreement, VRTV shareholders will receive $170.00 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/veritiv-corp. It is free and there is no cost or obligation to you.
Chase Corp. (NYSE:

CCF

), relating to its proposed sale to an affiliate of investment funds managed by KKR. Under the terms of the agreement, CCF shareholders are expected to receive $127.50 in cash per share they own. Click here for more information: https://monteverdelaw.com/case/chase-corp. It is free and there is no cost or obligation to you.
American Equity Investment Life Holding Co. (NYSE:

AEL

), relating to its proposed sale to Brookfield Reinsurance. Under the terms of the agreement, AEL shareholders are expected to receive 0.49707 shares of Brookfield and $38.85 in cash per share they own. Click here for more information: https://monteverdelaw.com/case/american-equity-investment-life-holding-co. It is free and there is no cost or obligation to you.
Arlington Asset Investment Corp. (NYSE:

AAIC

), relating to its proposed sale to Ellington Financial Inc. Under the terms of the agreement, AAIC shareholders will receive 0.3619 shares of Ellington and $0.09 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/arlington-asset-investment-corp. It is free and there is no cost or obligation to you.

About Monteverde & Associates PC

We are a national class action securities and consumer litigation law firm that has recovered millions of dollars for shareholders and is committed to protecting investors and consumers from corporate wrongdoing. Monteverde & Associates lawyers have significant experience litigating Mergers & Acquisitions and Securities Class Actions, whereby they protect investors by recovering money and remedying corporate misconduct. Mr. Monteverde, who leads the legal team at the firm, has been recognized by Super Lawyers as a Rising Star in Securities Litigation in 2013, 2017-2019 and a Super Lawyers Honoree in Securities Litigation in 2022-2023. He has also been selected by Martindale-Hubbell as a 2017-2023 Top Rated Lawyer. Our firm’s recent successes include changing the law in a significant victory that lowered the standard of liability under Section 14(e) of the Exchange Act in the Ninth Circuit. Thereafter, our firm successfully preserved this victory by obtaining dismissal of a writ of certiorari as improvidently granted at the United States Supreme Court. Emulex Corp. v. Varjabedian, 139 S. Ct. 1407 (2019). Also, over the years the firm has recovered or secured over a dozen cash common funds for shareholders in mergers & acquisitions class action cases.

If you own common stock in any of the above listed companies and wish to obtain additional information and protect your investments free of charge, please visit our website or contact Juan E. Monteverde, Esq. either via e-mail at [email protected] or by telephone at (212) 971-1341.

Contact:
Juan E. Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4405
New York, NY 10118
United States of America
[email protected]
Tel: (212) 971-1341

Attorney Advertising. (C) 2023 Monteverde & Associates PC. The law firm responsible for this advertisement is Monteverde & Associates PC (www.monteverdelaw.com). Prior results do not guarantee a similar outcome with respect to any future matter.

August 28, 2023 6:05 pm

ALERT: The M&A Class Action Firm Continues Investigating the Merger – SCU, AMNB, NEWR, RETA

NEW YORK, Aug. 28, 2023 (GLOBE NEWSWIRE) — Juan Monteverde, founder and managing partner of the class action firm Monteverde & Associates PC (the “M&A Class Action Firm”), a national securities firm rated Top 50 in the 2018-2021 ISS Securities Class Action Services Report and headquartered at the Empire State Building in New York City, is investigating:

Sculptor Capital Management Inc. (NYSE:

SCU

), relating to its proposed sale to Rithm Capital Corp. Under the terms of the agreement, Class A SCU shareholders are expected to receive $11.15 in cash per share they own. Click here for more information: https://monteverdelaw.com/case/sculptor-capital-management-inc. It is free and there is no cost or obligation to you.
American National Bankshares Inc. (Nasdaq:

AMNB

), relating to its proposed sale to Atlantic Union Bankshares Corp. Under the terms of the agreement, AMNB shareholders will receive 1.35 shares of Atlantic per share they own. Click here for more information: https://www.monteverdelaw.com/case/american-national-bankshares-inc. It is free and there is no cost or obligation to you.
New Relic, Inc. (NYSE:

NEWR

), relating to its proposed sale to Francisco Partners. Under the terms of the agreement, NEWR shareholders will receive $87.00 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/new-relic-inc. It is free and there is no cost or obligation to you.
Reata Pharmaceuticals, Inc. (Nasdaq:

RETA

), relating to its proposed sale to Biogen, Inc. Under the terms of the agreement, RETA shareholders are expected to receive $172.50 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/reata-pharmaceuticals-inc. It is free and there is no cost or obligation to you.

About Monteverde & Associates PC

Contact:
Juan E. Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4405
New York, NY 10118
United States of America
[email protected]
Tel: (212) 971-1341

August 28, 2023 6:01 pm

STOCKHOLDER ALERT: The M&A Class Action Firm Continues Investigating the Merger – HCCI, HEP, CTG, CEQP

Heritage-Crystal Clean, Inc. (Nasdaq:

HCCI

), relating to its proposed sale to an affiliate of J.F. Lehman & Co. Under the terms of the agreement, HCCI shareholders are expected to receive $45.50 in cash per share they own. Click here for more information: https://monteverdelaw.com/case/heritage-crystal-clean-inc. It is free and there is no cost or obligation to you.
Holly Energy Partners, L.P. (NYSE:

HEP

), relating to its proposed sale to HF Sinclair Corp. Under the terms of the agreement, HEP shareholders are expected to receive 0.315 shares of HF Sinclair common stock and $4.00 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/holly-energy-partners-lp. It is free and there is no cost or obligation to you.
Computer Task Group, Inc. (Nasdaq:

CTG

), relating to its proposed sale to Cegeka Groep NV. Under the terms of the agreement, CTG shareholders will receive $10.50 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/computer-task-group-inc. It is free and there is no cost or obligation to you.
Crestwood Equity Partners LP (NYSE:

CEQP

), relating to its proposed sale to Energy Transfer LP. Under the terms of the agreement, CEQP shareholders will receive 2.07 shares of Energy Transfer per share they own. Click here for more information: https://www.monteverdelaw.com/case/crestwood-equity-partners-lp. It is free and there is no cost or obligation to you.

About Monteverde & Associates PC

Contact:
Juan E. Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4405
New York, NY 10118
United States of America
[email protected]
Tel: (212) 971-1341

August 28, 2023 5:59 pm

B2Gold Announces Dividend Reinvestment Plan

VANCOUVER, British Columbia, Aug. 28, 2023 (GLOBE NEWSWIRE) — B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce that it has implemented a Dividend Reinvestment Plan (the “DRIP”).

The DRIP will provide B2Gold shareholders residing in Canada and the United States, subject to the Company filing a registration statement in the United States, with the opportunity to have the cash dividends declared on all or some of their common shares automatically reinvested into additional common shares of the Company (the “Reinvestment Shares”) on an ongoing basis. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. Dividends are only payable as and when declared by the Company’s Board of Directors.

The benefits of enrolling in the DRIP include the:

convenience of automatic reinvestment of dividends into Reinvestment Shares;
flexibility to enroll some or all common shares in the DRIP; and
ability to acquire Reinvestment Shares without paying any brokerage fees.

Participants in the DRIP will acquire Reinvestment Shares issued from the Company’s treasury (a “Treasury Purchase”) at a price equal to the volume weighted average price of the Company’s common shares on the Toronto Stock Exchange for the five (5) consecutive trading days immediately preceding a dividend payment date, subject to a possible discount, in the Company’s sole discretion, of up to 5% (the “Average Market Price”).

Only future dividends declared after the date hereof by B2Gold will be eligible for reinvestment in the DRIP.

To participate in the DRIP, registered shareholders must deliver a properly completed enrollment form to Computershare Trust Company of Canada (the “Agent”) by no later than 4:00 p.m. (Toronto time) on the fifth business day before a dividend record date. Beneficial shareholders who wish to participate in the DRIP should contact their financial advisor, broker, investment dealer, bank, financial institution or other intermediary through which they hold common shares to inquire about the applicable requirements, enrolment deadline and to request enrolment in the DRIP. Due to administrative policies of The Depository Trust Company (“DTC”), in order to make an election under the DRIP, beneficial shareholders that hold their common shares through a DTC participant broker, will need to either cause their broker to withdraw their shares from DTC and deposit them with the Clearing and Depository Services, Inc.; or (ii) cause their broker to register such shares directly in the name of such beneficial shareholder. Such actions would need to be completed with sufficient time to deliver elections prior to applicable deadlines as set forth in the DRIP.

The Company will be responsible for all administrative costs of the DRIP, including any brokerage commissions or the fees or other expenses of the Agent payable in connection with the acquisition of Reinvestment Shares under the DRIP. Participants are responsible for applicable brokerage commissions in connection with the sale of fractional Reinvestment Shares if they elect to terminate their participation in the DRIP. Beneficial shareholders who wish to participate in the DRIP through their financial advisor, broker, investment dealer, bank, financial institution or other intermediary should consult that intermediary to confirm what fees, if any, the nominee may charge to enroll in the DRIP on their behalf or whether the nominee’s policies might result in any costs otherwise becoming payable by the beneficial shareholder.

Participation in the DRIP does not relieve shareholders of any liability for taxes that may be payable in respect of dividends that are reinvested in Reinvestment Shares or applicable withholding tax obligations. Shareholders should consult their tax advisors concerning the tax implications of their participation in the DRIP having regard to their particular circumstances.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

Participation in the DRIP in the United States may only be made pursuant to a prospectus and no offer to sell securities in the United States is being made in this news release. The Company intends to file a registration statement relating to the DRIP with the U.S. Securities and Exchange Commission, and, when filed, electronic copies may be obtained under the Company’s profile on the U.S. Securities and Exchange Commission’s website at http://www.sec.gov/EDGAR or by contacting the Company using the contact information below.

The foregoing is a summary of the key attributes of the DRIP. A complete copy of the DRIP and the enrollment form will be available on the Agent’s website at www.investorcentre.com. Shareholders should carefully read the complete text of the DRIP before making any decisions regarding their participation in the DRIP. For more information on how to enroll for registered shareholders or any other inquiries, contact the Agent at +1 (800) 564-6253 (North America) or +1 (514) 982-7555 (outside North America) or through the Agent’s website at www.investorcentre.com/service.

About B2Gold

B2Gold is a low-cost international senior gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Mali, Namibia and the Philippines as well as numerous exploration and development projects in various countries including Canada, Mali, Finland and Uzbekistan. B2Gold forecasts total consolidated gold production of between 1,000,000 and 1,080,000 ounces in 2023.

ON BEHALF OF B2GOLD CORP.

“Clive T. Johnson”
President & Chief Executive Officer

The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.

This news release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statement”) within the meaning of applicable Canadian and United States securities legislation, including: statements regarding the declaration, timing and payment of dividends; the benefits of enrolling in the DRIP; and total consolidated gold production of between 1,000,000 and 1,080,000 ounces in 2023. Production guidance presented in this news release reflect total production at the mines B2Gold operates on a 100% project basis. Please see our Annual Information Form dated March 16, 2023 for a discussion of our ownership interest in the mines B2Gold operates. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.

Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond B2Gold’s control, including risks associated with or related to: the volatility of metal prices and B2Gold’s common shares; changes in tax laws; the dangers inherent in exploration, development and mining activities; the uncertainty of reserve and resource estimates; not achieving production, cost or other estimates; actual production, development plans and costs differing materially from the estimates in B2Gold’s feasibility and other studies; the ability to obtain and maintain any necessary permits, consents or authorizations required for mining activities; environmental regulations or hazards and compliance with complex regulations associated with mining activities; climate change and climate change regulations; the ability to replace mineral reserves and identify acquisition opportunities; the unknown liabilities of companies acquired by B2Gold; the ability to successfully integrate new acquisitions; fluctuations in exchange rates; the availability of financing; financing and debt activities, including potential restrictions imposed on B2Gold’s operations as a result thereof and the ability to generate sufficient cash flows; operations in foreign and developing countries and the compliance with foreign laws, including those associated with operations in Mali, Namibia, the Philippines and Colombia and including risks related to changes in foreign laws and changing policies related to mining and local ownership requirements or resource nationalization generally; remote operations and the availability of adequate infrastructure; fluctuations in price and availability of energy and other inputs necessary for mining operations; shortages or cost increases in necessary equipment, supplies and labour; regulatory, political and country risks, including local instability or acts of terrorism and the effects thereof; the reliance upon contractors, third parties and joint venture partners; the lack of sole decision-making authority related to Filminera Resources Corporation, which owns the Masbate Project; challenges to title or surface rights; the dependence on key personnel and the ability to attract and retain skilled personnel; the risk of an uninsurable or uninsured loss; adverse climate and weather conditions; litigation risk; competition with other mining companies; community support for B2Gold’s operations, including risks related to strikes and the halting of such operations from time to time; conflicts with small scale miners; failures of information systems or information security threats; the ability to maintain adequate internal controls over financial reporting as required by law, including Section 404 of the Sarbanes-Oxley Act; compliance with anti-corruption laws, and sanctions or other similar measures; social media and B2Gold’s reputation; risks affecting Calibre having an impact on the value of the Company’s investment in Calibre, and potential dilution of our equity interest in Calibre; as well as other factors identified and as described in more detail under the heading “Risk Factors” in B2Gold’s most recent Annual Information Form, B2Gold’s current Form 40-F Annual Report and B2Gold’s other filings with Canadian securities regulators and the U.S. Securities and Exchange Commission, which may be viewed at www.sedar.com and www.sec.gov, respectively. The list is not exhaustive of the factors that may affect B2Gold’s forward-looking statements.

B2Gold’s forward-looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management at such time. These assumptions and factors include, but are not limited to, assumptions and factors related to B2Gold’s ability to carry on current and future operations, including: the timing, extent, duration and economic viability of such operations, including any mineral resources or reserves identified thereby; the accuracy and reliability of estimates, projections, forecasts, studies and assessments; B2Gold’s ability to meet or achieve estimates, projections and forecasts; the availability and cost of inputs; the price and market for outputs, including gold; foreign exchange rates; taxation levels; the timely receipt of necessary approvals or permits; the ability to meet current and future obligations; the ability to obtain timely financing on reasonable terms when required; the current and future social, economic and political conditions; and other assumptions and factors generally associated with the mining industry.

B2Gold’s forward-looking statements are based on the opinions and estimates of management and reflect their current expectations regarding future events and operating performance and speak only as of the date hereof. B2Gold does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits or liabilities B2Gold will derive therefrom. For the reasons set forth above, undue reliance should not be placed on forward-looking statements.

For more information on B2Gold, please visit the Company website at www.b2gold.com or contact:

Michael McDonald
VP, Investor Relations & Corporate Development
+1 604-681-8371
[email protected]

Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
[email protected]

August 28, 2023 5:57 pm

STOCKHOLDER ALERT: The M&A Class Action Firm Continues Investigating the Merger – DBTX, CELL, ESTE, CPRI

Decibel Therapeutics, Inc. (Nasdaq:

DBTX

), relating to its proposed acquisition by Regeneron Pharmaceuticals, Inc. Under the terms of the tender offer, DBTX shareholders will receive $4.00 in cash plus one non-tradeable CVR worth up to $3.50 per share they own. Click here for more information: https://www.monteverdelaw.com/case/decibel-therapeutics-inc. It is free and there is no cost or obligation to you.

PhenomeX Inc. (Nasdaq:

CELL

), relating to its proposed sale to Bruker Corp. Under the terms of the agreement, CELL shareholders will receive $1.00 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/phenomex-inc. It is free and there is no cost or obligation to you.

Earthstone Energy, Inc. (NYSE:

ESTE

), relating to its proposed merger with Permian Resources Corp. Under the terms of the agreement, ESTE shareholders will receive 1.446 shares of Permian per share they own. Click here for more information: https://www.monteverdelaw.com/case/earthstone-energy-inc. It is free and there is no cost or obligation to you.

Capri Holdings Ltd. (NYSE:

CPRI

), relating to its proposed sale to Tapestry, Inc. Under the terms of the agreement, CPRI shareholders will receive $27.05 in cash per share they own. Click here for more information: https://www.monteverdelaw.com/case/capri-holdings-ltd. It is free and there is no cost or obligation to you.

About Monteverde & Associates PC

Contact:
Juan E. Monteverde, Esq.
MONTEVERDE & ASSOCIATES PC
The Empire State Building
350 Fifth Ave. Suite 4405
New York, NY 10118
United States of America
[email protected]
Tel: (212) 971-1341

August 28, 2023 5:54 pm

Global Star Acquisition Inc. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination

MCLEAN,VA, Aug. 28, 2023 (GLOBE NEWSWIRE) — via NewMediaWire – Global Star Acquisition Inc. (the “Company” or “Global Star”) (Nasdaq: GLST;GLSTU; GLSTW), a special purpose acquisition company, announced that its stockholders have approved an extension of the date by which the Company must consummate a business combination from September 22, 2023 to June 22, 2024 (or such earlier date as determined by the Company’s board of directors) (the “Extension”) at the special meeting of stockholders held on August 22, 2023 (the “Special Meeting”). The Extension provides the Company with additional time to complete the previously announced proposed business combination (the “Transaction”) with K Enter Holdings Inc. (“K Enter”), a Delaware corporation.

The Company will deposit an amount equal to $125,000 (the “Extension Payment”) into the Company’s trust account for its public stockholders (the “Trust Account”), which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from September 22, 2023, to October 22, 2023. This extension is the first of up to nine monthly extensions permitted under the First Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) approved by our stockholders at the Special Meeting.

Stockholders holding 4,052,066 shares of common stock of Global Star exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $42,753,728.11 (approximately $10.55 per share) will be removed from the Trust Account to pay such holders. Following the redemption, the Company’s remaining shares of Class A common stock outstanding were 5,147,934. The Company will deposit into the Trust Account $125,000 for the initial extension period (commencing September 22, 2023 and ending October 22, 2023).

The Company’s stockholders approved the Charter Amendment to eliminate from the Articles the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. The Company’s stockholders also approved the proposal to amend the Company’s Trust Agreement, allowing the Company to extend the business combination period from September 22, 2023 to June 22, 2024, by depositing into the Trust Account $125,000 for each such one-month extension commencing on September 22, 2023 until June 22, 2024, unless the closing of the business combination shall have occurred, and updating certain defined terms in the Trust Agreement.

About Global Star Acquisition Inc.

The Company (NASDAQ: GLSTU) is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company prioritized the Nordic region and Asia Pacific, especially Southeast Asia as its geographical focus. The Company is led by Anthony Ang, the Company’s Chairman and Chief Executive Officer, Nicholas Khoo, the Company’s Chief Operating Officer, and Shan Cui, the Company’s Chief Financial Officer.

About K Enter Holdings Inc.

K Enter Holdings Inc. is a recently formed holding company for the purpose of acquiring seven diversified entertainment operating companies based in Korea, engaged in the entertainment content and IP creation businesses (the “Seven Korean Entities”). K Enter has an internal K drama production team, and the Seven Korean Entities to be acquired by K Enter include Solaire Partners Ltd. (“Solaire Partners”), a Korean content-specialized private equity firm based in Seoul Korea that has invested in some of the highest-grossing films out of Korea, one K drama production company, three K movie production companies, one virtual production company, and one IP merchandising company. As a combined platform, we expect these companies to provide a significant amount of synergy.

Cautionary Statements Regarding Forward-Looking Statements

This press release is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the Proposed Business Combination and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this press release. To the fullest extent permitted by law under no circumstances will the Company, K Enter, or any of the Seven Korean Entities, interest holders, affiliates, representatives, partners, directors, officers, employees, advisors or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this press release, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this press release have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes.

Neither the Company nor K Enter has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness. This data is subject to change. In addition, this press release does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of the Company, K Enter or the Proposed Business Combination. Viewers of this press release should each make their own evaluation of the Company and K Enter and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This press release contains certain “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the benefits of the Proposed Business Combination, including K Enter’s ability to accelerate the development of its products and bring them to market, the anticipated timing for completion of the Proposed Business Combination, and the Company’s and K Enter’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company and K Enter anticipate that subsequent events and developments will cause the Company’s and K Enter’s assessments to change. These forward-looking statements, which may include, without limitation, words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will”, “could,” “should,” “believes,” “predicts,” “potential,” “might,” “continues,” “think,” “strategy,” “future,” and similar expressions, involve significant risks and uncertainties (most of which factors are outside of the control of the Company or K Enter.

In addition, this press release includes a summary set of risk factors that may have a material impact on the Company, K Enter or the Proposed Business Combination, which are not intended to capture all the risks to which the Company, K Enter or the Proposed Business Combination is subject or may be subject. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (2) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the securities; (3) the risk that the Proposed Business Combination may not be completed by the Company’s business combination deadline; (4) the inability to complete the Proposed Business Combination, including but not limited to due to the failure to obtain approval of the stockholders of the Company or K Enter for the Merger Agreement, to receive certain governmental, regulatory and third party approvals or to satisfy other conditions to closing in the Merger Agreement; (5) the failure to achieve the minimum amount of cash available following any redemptions by the Company’s stockholders; (6) the inability to obtain or maintain the listing of the Company’s common stock on Nasdaq following the Proposed Business Combination, including but not limited to redemptions exceeding anticipated levels or the failure to meet Nasdaq’s initial listing standards in connection with the consummation of the Proposed Business Combination; (7) the effect of the announcement or pendency of the Proposed Business Combination on K Enter’s business relationships, operating results, and business generally; (8) risks that the Proposed Business Combination disrupts current plans and operations of K Enter or the Seven Korean Entities; (9) the inability to realize the anticipated benefits of the Proposed Business Combination and to realize estimated pro forma results and underlying assumptions, including but not limited to with respect to estimated stockholder redemptions and costs related to the Proposed Business Combination; (10) the possibility that the Company or K Enter or the Seven Korean Entities may be adversely affected by other economic or business factors; (11) changes in the markets in which K Enter and the Seven Korean Entities compete, including but not limited to with respect to its competitive landscape, technology evolution, changes in entertainment choices or regulatory changes; (12) changes in domestic and global general economic conditions; (13) risk that K Enter may not be able to execute its growth strategies; (14) the risk that K Enter experiences difficulties in managing its growth and expanding operations after the Proposed Business Combination; (15) the risk that the parties will need to raise additional capital to execute the business plan, which may not be available on acceptable terms or at all; (16) the ability to recognize the anticipated benefits of the Proposed Business Combination to achieve its commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of K Enter to grow and manage growth economically and hire and retain key employees; (17) risk that K Enter may not be able to develop and maintain effective internal controls; (18) the risk that K Enter may fail to keep pace with rapid technological developments or changes in entertainment tastes to provide new and innovative products and services, or may make substantial investments in unsuccessful new products and services; (19) the ability to develop, license or acquire; new content, products and services;(20) the risk that K Enter is unable to secure or protect its intellectual property; (21) the risk of product liability or regulatory lawsuits or proceedings relating to K Enter’s business; (22) the risk of cyber security or foreign exchange losses; (23) changes in applicable laws or regulations; (24) the outcome of any legal proceedings that may be instituted against the parties related to the Merger Agreement or the Proposed Business Combination; (25) the impact of the global COVID-19 pandemic and response on any of the foregoing risks, including but not limited to supply chain disruptions; (26) the risk that K Enter fails to successfully and timely consummate its acquisition of one or more of the Seven Korean Entities`; and (27) other risks and uncertainties to be identified in the Registration Statement, including those under “Risk Factors” therein, and in other filings with the U.S. Securities and Exchange Commission (“SEC”) made by the Company. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement to be filed with the SEC with respect to the Proposed Business Combination (as described further below), and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. The foregoing list of factors is not exhaustive, are provided for illustrative purposes only, and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Forward-looking statements speak only as of the date they are made. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor K Enter presently know or that the Company and K Enter currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. The Company and K Enter anticipate that subsequent events and developments will cause the Company’s and K Enter’ assessments to change. However, while The Company and K Enter may elect to update these forward-looking statements at some point in the future, The Company and K Enter specifically disclaim any obligation to do so. Neither the Company nor K Enter gives any assurance that the Company or K Enter, or the combined company, will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements, and they should not be relied upon as representing the Company’s and K Enter’ assessments as of any date subsequent to the date of this press release.

Additional Information and Where to Find It

This press release is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the Proposed Business Combination. However, this press release does not purport to be all-inclusive or to contain all the information that may be required to make a full analysis of the Company, K Enter, or the Proposed Business Combination. In connection with the Proposed Business Combination, the Company and Purchaser intend to file relevant materials with the SEC, including a registration statement on Form F-4, which will include a proxy statement/prospectus of the Company (the “Registration Statement”). The Company urges its investors, shareholders, and other interested persons to read, when available, the proxy statement/prospectus filed with the SEC and documents incorporated by reference therein because these documents will contain important information about the Company, K Enter and the Proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of the Company as of the record date established for voting on the Proposed Business Combination and will contain important information about the Proposed Business Combination and related matters. Shareholders of the Company and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Company’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the Proposed Business Combination because they will contain important information about the Company, K Enter, and the Proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the transaction without charge, once available, at the SEC’s website at ww w .sec.gov or by directing a request to: Global Star Acquisition Inc., 1641 International Drive, Unit 208, McLean, VA 22102 or (703) 790-0717. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in Solicitation

The Company, K Enter, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with the Proposed Business Combination. The Company’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on May 25, 2023. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, when available. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Business Combination will be included in the proxy statement/prospectus that the Company intends to file with the SEC. You may obtain free copies of these documents as described above.

No Offer or Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.

Contact

Global Star Acquisition Inc.

1641 International Drive, Unit 208

Mclean, VA 22102
Anthony Ang
Chairman and Chief Executive Officer
Anthon y [email protected]

August 28, 2023 5:52 pm

Onto Innovation Announces Over $100 Million in Orders for Systems Supporting Advanced Packagingfor AI

Onto Innovation Announces Over $100 Million in Orders for Systems Supporting Advanced Packagingfor AI

Dragonfly^® G3 sub-micron inspection and metrology system supports production of AI chiplet packages

WILMINGTON, Mass.–(BUSINESS WIRE)–
Onto Innovation Inc. (NYSE: ONTO) (“Onto Innovation,” “Onto,” or the “Company”) today announced finalizing over $100 million in orders for the Dragonfly^® G3 inspection system with deliveries scheduled through the first quarter of 2024, plus new orders now extending into the second half of 2024. This represents an increase from the previously estimated customer demand reflecting the critical role the Dragonfly G3 system plays in support of advanced packaging for the expanding AI device market. The orders are from leading logic and memory manufacturers for heterogeneous integrated (HI) packages that combine a graphics processor (GPU) and numerous high bandwidth memory (HBM) devices to create an AI GPU in a single package. The Company expects additional orders in 2024 to support expansions in the AI GPU market, which is estimated to grow at an annual average rate of 40% over the next four years, according to International Data Corporation and JP Morgan.

This year, several companies have announced accelerated demand for AI GPUs to supply both hyperscalers and corporate enterprises with specialized parallel computing platforms to meet the growing demand for large language model applications. “The Dragonfly G3 system is a versatile integrated inspection and metrology solution that supports manufacturers with their goal of using only known good die to create both HBM and chip-on-wafer GPU packages,” says Mayson Brooks, vice president and general manager of Onto’s inspection business. “The system’s range of high-performance optical capabilities enables it to monitor multiple parameters at high throughput. Specifically, our unique Clearfind^® technology is in demand by several customers to detect non-visual organic residue on chip-to-chip connections to ensure long-term package reliability and to maintain integrity of the power and data lines.”

In addition to Clearfind technology, the Dragonfly G3 system offers sub-micron 2D defect detection and metrology, measuring the depth of through silicon vias and height of redistribution layers with a visible thickness and shape sensor while infrared (IR) technology detects edge cracks that also can adversely affect device reliability. The system is tightly integrated with control and leading automated defect classification software for real-time analysis and review.

Onto Innovation offers heterogeneous integration customers flexibility in addressing their specific process control challenges as part of a broader portfolio of metrology, inspection and enterprise software products in this rapidly growing space. To learn more about the Dragonfly G3 system, visit Onto Innovation at SEMICON^® Taiwan September 6-8 in Booth M0656-4F or send us a message.

About Onto Innovation Inc.

Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that include: Un-patterned wafer quality; 3D metrology spanning chip features from nanometer scale transistors to large die interconnects; macro defect inspection of wafers and packages; metal interconnect composition; factory analytics; and lithography for advanced semiconductor packaging. Our breadth of offerings across the entire semiconductor value chain combined with our connected thinking approach results in a unique perspective to help solve our customers’ most difficult yield, device performance, quality, and reliability issues. Onto Innovation strives to optimize customers’ critical path of progress by making them smarter, faster and more efficient. With headquarters and manufacturing in the U.S., Onto Innovation supports customers with a worldwide sales and service organization. Additional information can be found at www.ontoinnovation.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”) which include statements relating to Onto Innovation’s business momentum and future growth; the benefit to customers and the capabilities of Onto Innovation’s products and customer service; Onto Innovation’s ability to both deliver products and services consistent with our customers’ demands and expectations and strengthen its market position, Onto Innovation’s beliefs about market opportunities as well as other matters that are not purely historical data. Onto Innovation wishes to take advantage of the “safe harbor” provided for by the Act and cautions that actual results may differ materially from those projected as a result of various factors, including risks and uncertainties, many of which are beyond Onto Innovation’s control. Such factors include, but are not limited to, the Company’s ability to leverage its resources to improve its position in its core markets; its ability to weather difficult economic environments; its ability to open new market opportunities and target high-margin markets; the strength/weakness of the back-end and/or front-end semiconductor market segments; fluctuations in customer capital spending; the Company’s ability to effectively manage its supply chain and adequately source components from suppliers to meet customer demand; the effects of political, economic, legal, and regulatory changes or conflicts on the Company’s global operations; its ability to adequately protect its intellectual property rights and maintain data security; the effects of natural disasters or public health emergencies, such as the current COVID-19 pandemic, on the global economy and on the Company’s customers, suppliers, employees, and business; its ability to effectively maneuver global trade issues and changes in trade and export license policies; the Company’s ability to maintain relationships with its customers and manage appropriate levels of inventory to meet customer demands; and the Company’s ability to successfully integrate acquired businesses and technologies. Additional information and considerations regarding the risks faced by Onto Innovation are available in Onto Innovation’s Form 10-K report for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission. As the forward-looking statements are based on Onto Innovation’s current expectations, the Company cannot guarantee any related future results, levels of activity, performance or achievements. Onto Innovation does not assume any obligation to update the forward-looking information contained in this press release, whether as a result of new information, future events or otherwise, except as required by law.

Source: Onto Innovation Inc.

ONTO-IP

View source version on businesswire.com: https://www.businesswire.com/news/home/20230828504354/en/

Investor Relations:

Michael Sheaffer, +1 978.253.6273

[email protected]

KEYWORDS: Massachusetts United States North America

INDUSTRY KEYWORDS: Technology Semiconductor Artificial Intelligence

MEDIA:

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Posted on August 28, 2023 5:50 pm
Centerra Gold Publishes 2022 Environmental, Social and Governance Report

TORONTO, Aug. 28, 2023 (GLOBE NEWSWIRE) — Centerra Gold Inc. (“Centerra” or the “Company”) (TSX: CG) (NYSE: CGAU) announced today that it has published its 2022 Environmental, Social and Governance (“ESG”) Report. Highlights and achievements from the 2022 ESG report are included below. The full report can be accessed on Centerra’s website at www.centerragold.com/sustainability/.

Environmental

Installation of a permanent electric pumping system at Mount Milligan, which enabled the recycling of 450,000 m³ of water, leading to a decrease in the site’s external water consumption.

Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions intensity of 0.28 tonnes CO₂ per gold equivalent ounce.

Centerra implemented a new electric powerline for the Philip Lake water pumping infrastructure at Mount Milligan, resulting in a decrease of approximately 100,000 litres of diesel fuel annually.

Social

Achieved 1 million work hours without a lost-time incident at the Öksüt Mine.

18% of employees at Centerra’s three operating sites in British Columbia self-identify as Indigenous First Nations, compared to the mining industry average of 12%.

Centerra rolled out its first Human Rights Due Diligence Program at both operating sites and its corporate office.

Governance

Achieved conformance with the World Gold Council’s Responsible Gold Mining Principles (“RGMPs”).

Women hold 14% of total leadership positions globally, of which 24% of mid-level leadership roles and 21% of senior-level leadership roles are occupied by women.

Centerra is committed to increasing diversity at all levels, with the achieved goal of 30% female representation on Centerra’s Board of Directors and established targets of 30% female representation among Officers of the Company by 2026.

Paul Tomory, President and Chief Executive Officer of Centerra, commented “I want to acknowledge our global team’s resilience and dedication toward progressing our ESG strategy. Specifically, in 2022, we concentrated on strengthening our responsible mining practices, prioritizing safety, promoting inclusion and diversity, and taking action on climate change, all while striving for operational excellence. At Centerra, we understand that ESG is an ongoing journey, and we will continue to work diligently toward our goals and initiatives in the coming year. We remain committed to sustainable and responsible mining practices and look forward to further progress in 2023 and beyond.”

About Centerra

Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Türkiye. Centerra also owns the Goldfield District Project in Nevada, United States, the Kemess Underground Project in British Columbia, Canada, and owns and operates the Molybdenum Business Unit in the United States and Canada. Centerra’s shares trade on the TSX under the symbol CG and on the NYSE under the symbol CGAU. Centerra is based in Toronto, Ontario, Canada.

For more information:

Lisa Wilkinson
Vice President, Investor Relations & Corporate Communications
(416) 204-3780
[email protected]

Shae Frosst
Manager, Investor Relations
(416) 204-2159
[email protected]

Additional information on Centerra Gold is available on the Company’s website at www.centerragold.com and on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.

Posted on August 28, 2023 5:47 pm
17 Education & Technology Group Inc. Announces Second Quarter 2023 Unaudited Financial Results

BEIJING, China, Aug. 29, 2023 (GLOBE NEWSWIRE) — 17 Education & Technology Group Inc. (NASDAQ: YQ) (“17EdTech” or the “Company”), a leading education technology company in China, today announced its unaudited financial results for the second quarter of 2023.

Second Quarter 2023 Highlights

¹

Net revenues were RMB69.2 million (US$9.5 million), compared with net revenues of RMB133.5 million in the second quarter of 2022.

Gross margin was 48.3%, compared with 52.2% in the second quarter of 2022.

Net loss was RMB47.9 million (US$6.6 million), compared with net loss of RMB26.4 million in the second quarter of 2022.

Net loss as a percentage of net revenues was negative 69.2% in the second quarter of 2023, compared with negative 19.8% in the second quarter of 2022.

Adjusted net loss
²
(non-GAAP), which excluded share-based compensation expenses of RMB19.4 million (US$2.7 million), was RMB28.6 million (US$3.9 million), compared with adjusted net income (non-GAAP) of RMB3.6 million in the second quarter of 2022.

Adjusted net loss (non-GAAP) as a percentage of net revenues was negative 41.2% in the second quarter of 2022, compared with 2.7% of adjusted net income as a percentage of net revenues in the second quarter of 2022.

First Half 2023 Highlights

Net revenues were RMB78.5 million (US$10.8 million), compared with net revenues of RMB366.9 million in the first half of 2022.

Gross margin was 45.5%, compared with 57.6% in the first half of 2022.

Net loss was RMB140.5 million (US$19.4 million), compared with net loss of RMB51.2 million in the first half of 2022.

Net loss as a percentage of net revenues was negative 178.9% in the first half of 2023, compared with negative 14.0% in the first half of 2022.

Adjusted net loss
(non-GAAP), which excluded share-based compensation expenses of RMB47.9 million (US$6.6 million), was RMB92.6 million (US$12.8 million), compared with adjusted net income (non-GAAP) of RMB13.5 million in the first half of 2022.

Adjusted net loss (non-GAAP) as a percentage of net revenues was negative 117.9% in the first half of 2023, compared with 3.7% of adjusted net income as a percentage of net revenues in the first half of 2022.

^{1 For a reconciliation of non-GAAP numbers, please see the table captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” at the end of this press release.}

^{2 Adjusted net income (loss) represents net income (loss) excluding share-based compensation expenses.}

Mr. Andy Liu, Founder, Chairman and Chief Executive Officer of 17EdTech commented, “We are delighted to see the steady progress in the delivery of our key Teaching and Learning projects and corresponding revenue recognition over the past quarter. We have also been growing our distribution network and building new models to facilitate further business expansion with the number of contracted projects continuing to increase.”

“Our offerings were enlisted in the National Directory of Intelligent Educational Products and Service Providers over the past quarter. It demonstrates industry recognition of our deep-rooted dedication to offering specialized services in educational digitalization and our market-leading technology and solutions. Continuous product development and evolution aimed at further enhancing user experience by applying the latest artificial intelligence technology will be our continued focus.”

Mr. Michael Du, Director and Chief Financial Officer of 17EdTech commented, “In the second quarter of 2023, the Company proactively responded to challenges and seized new opportunities to turn newly won projects into operational progress and financial results, further illustrating our product leadership through delivering flagship projects. The consistent progress made by our new businesses is clearly reflected in our financial performance.”

“With revenue rapidly rebounding over the past quarter, our gross margin is recovering to a normalized level and our net loss and adjusted net loss has also narrowed significantly. The Company is continuously implementing measures to control costs and enhance operational efficiency.”

Second Quarter 2023 Unaudited Financial Results

Net Revenues

Net revenues for the second quarter of 2023 were RMB69.2 million (US$9.5 million), representing a year-over-year decrease of 48.1% from RMB133.5 million in the second quarter of 2022, and a 6.5-fold increase compared with RMB9.27 million in the first quarter of 2023. This was mainly due to the reduction in net revenues from other educational services as we focus our resources on our core teaching and learning SaaS business.

Cost of Revenues

Cost of revenues for the second quarter of 2023 was RMB35.8 million (US$4.9 million), representing a year-over-year decrease of 43.9% from RMB63.8 million in the second quarter of 2022, which was largely in line with the decrease in net revenues.

Gross Profit and Gross Margin

Gross profit for the second quarter of 2023 was RMB33.5 million (US$4.6 million), representing a year-over-year decrease of 52.0% from RMB69.7 million in the second quarter of 2022.

Gross margin for the second quarter of 2023 was 48.3%, compared with 52.2% in the second quarter of 2022.

Total Operating Expenses

The following table sets forth a breakdown of operating expenses by amounts and percentages of revenue during the periods indicated (in thousands, except for percentages):

For the three months ended June 30,

2022 2023 Year-

RMB % RMB USD % over-year

Sales and marketing expenses 11,650 8.7 % 21,581 2,976 31.2 % 85.2 %

Research and development expenses 35,709 26.7 % 36,796 5,074 53.1 % 3.0 %

General and administrative expenses 56,441 42.3 % 32,904 4,538 47.5 % -41.7 %

Total operating expenses 103,800 77.7 % 91,281 12,588 131.8 % -12.1 %

Total operating expenses for the second quarter of 2023 were RMB91.3 million (US$12.6 million), including RMB19.4 million (US$2.7 million) of share-based compensation expenses, representing a year-over-year decrease of 12.1% from RMB103.8 million in the second quarter of 2022.

Sales and marketing expenses for the second quarter of 2023 were RMB21.6 million (US$3.0 million), including RMB4.9 million (US$0.7 million) of share-based compensation expenses, representing a year-over-year increase of 85.2% from RMB11.7 million in the second quarter of 2022. The sales and marketing expenses in the second quarter of 2022 included the impacts of a one-off reversal of expenses related to the ceased online K-12 tutoring services, which led to a lower base. Excluding this impact, the Company’s sales and marketing expenses have remained relatively stable and comparable to the amount in the first quarter of 2023.

Research and development expenses for the second quarter of 2023 were RMB36.8 million (US$5.1 million), including RMB6.9 million (US$0.9 million) of share-based compensation expenses, representing a year-over-year increase of 3.0% from RMB35.7 million in the second quarter of 2022.

General and administrative expenses for the second quarter of 2023 were RMB32.9 million (US$4.5 million), including RMB7.6 million (US$1.1 million) of share-based compensation expenses, representing a year-over-year decrease of 41.7% from RMB56.4 million in the second quarter of 2022. The decrease was primarily due to staff optimization in line with business adjustment.

Loss from Operations

Loss from operations for the second quarter of 2023 was RMB57.8 million (US$8.0 million), compared with RMB34.1 million in the second quarter of 2022. Loss from operations as a percentage of net revenues for the second quarter of 2023 was negative 83.5%, compared with negative 25.5% in the second quarter of 2022.

Net Loss

Net loss for the second quarter of 2023 was RMB47.9 million (US$6.6 million), compared with net loss of RMB26.4 million in the second quarter of 2022. Net loss as a percentage of net revenues was negative 69.2% in the second quarter of 2023, compared with negative 19.8% in the second quarter of 2022.

Adjusted Net Loss (non-GAAP)

Adjusted net loss (non-GAAP) for the second quarter of 2023 was RMB28.6 million (US$3.9 million), compared with adjusted net income (non-GAAP) of RMB3.6 million in the second quarter of 2022. Adjusted net loss (non-GAAP) as a percentage of net revenues was negative 41.2% in the second quarter of 2023, compared with 2.7% of adjusted net income as a percentage of net revenues in the second quarter of 2022.

Please refer to the table captioned “Reconciliations of non-GAAP measures to the most comparable GAAP measures” at the end of this press release for a reconciliation of net loss under U.S. GAAP to adjusted net income (loss) (non-GAAP).

Cash and Cash Equivalents, Restricted Cash, Short-term Investments, and Term Deposit

Cash and cash equivalents, restricted cash, short-term investments and term deposit were RMB585.7 million (US$80.8 million) as of June 30, 2023, compared with RMB639.5 million as of March 31, 2023.

Conference Call Information

The Company will hold a conference call on Monday, August 28 2023 at 9:00 p.m. U.S. Eastern Time (Tuesday, August 29, 2023 at 9:00 a.m. Beijing time) to discuss the financial results for the second quarter of 2023.

Please note that all participants will need to preregister for the conference call participation by navigating to https://register.vevent.com/register/BI99159278b686419fbad714269178fdd2.

Upon registration, you will receive an email containing participant dial-in numbers, and PIN number. To join the conference call, please dial the number you receive, enter the PIN number, and you will be joined to the conference call instantly.

Additionally, a live and archived webcast of this conference call will be available at https://ir.17zuoye.com/.

Non-GAAP Financial Measures

17EdTech’s management uses adjusted net income (loss) as a non-GAAP financial measure to gain an understanding of 17EdTech’s comparative operating performance and future prospects.

Adjusted net income (loss) represents net loss excluding share-based compensation expenses and such adjustment has no impact on income tax.

Adjusted net income (loss) is used by 17EdTech’s management in their financial and operating decision-making as a non-GAAP financial measure, because management believes it reflects 17EdTech’s ongoing business and operating performance in a manner that allows meaningful period-to-period comparisons. 17EdTech’s management believes that such non-GAAP measure provides useful information to investors and others in understanding and evaluating 17EdTech’s operating performance in the same manner as management does, if they so choose. Specifically, 17EdTech believes the non-GAAP measure provides useful information to both management and investors by excluding certain charges that the Company believes are not indicative of its core operating results.

The non-GAAP financial measure has limitations. It does not include all items of income and expense that affect 17EdTech’s income from operations. Specifically, the non-GAAP financial measure is not prepared in accordance with GAAP, may not be comparable to non-GAAP financial measures used by other companies and, with respect to the non-GAAP financial measure that excludes certain items under GAAP, does not reflect any benefit that such items may confer to 17EdTech. Management compensates for these limitations by also considering 17EdTech’s financial results as determined in accordance with GAAP. The presentation of this additional information is not meant to be considered superior to, in isolation from or as a substitute for results prepared in accordance with US GAAP.

Exchange Rate Information

The Company’s business is primarily conducted in China and all of the revenues are denominated in Renminbi (“RMB”). However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars (“USD” or “US$”) using the exchange rate as of balance sheet date, for the convenience of the readers. Translations of balances in the consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, change in shareholders’ deficit and cash flows from RMB into USD as of and for the three months and the six months ended June 30, 2023 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.2513 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 30, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2023, or at any other rate.

About 17 Education & Technology Group Inc.

17 Education & Technology Group Inc. is a leading education technology company in China, offering smart in-school classroom solution that delivers data-driven teaching, learning and assessment products to teachers, students and parents. Leveraging its extensive knowledge and expertise obtained from in-school business over the past decade, the Company provides teaching and learning SaaS offerings to facilitate the digital transformation and upgrade at Chinese schools, with a focus on improving the efficiency and effectiveness of core teaching and learning scenarios such as homework assignments and in-class teaching. The product utilizes the Company’s technology and data insights to provide personalized and targeted learning and exercise content that is aimed at improving students’ learning efficiency.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about 17EdTech’s beliefs and expectations, are forward-looking statements. 17EdTech may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: 17EdTech’s growth strategies; its future business development, financial condition and results of operations; its ability to continue to attract and retain users; its ability to carry out its business and organization transformation, its ability to implement and grow its new business initiatives; the trends in, and size of, China’s online education market; competition in and relevant government policies and regulations relating to China’s online education market; its expectations regarding demand for, and market acceptance of, its products and services; its expectations regarding its relationships with business partners; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in 17EdTech’s filings with the SEC. All information provided in this press release is as of the date of this press release, and 17EdTech does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

17 Education & Technology Group Inc.

Ms Lara Zhao
Investor Relations Manager
E-mail: [email protected]

17 EDUCATION & TECHNOLOGY GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of RMB and USD, except for share and per ADS data, or otherwise noted)

As of December 31, As of June 30,

2022 2023 2023

RMB RMB USD

ASSETS

Current assets

Cash and cash equivalents 707,895 259,933 35,846

Restricted cash 10,231 33,904 4,676

Short-term investments 19,531 7,373 1,017

Term deposit — 284,441 39,226

Accounts receivable 34,824 58,286 8,038

Amount due from a related party — 218 30

Prepaid expenses and other current assets 140,894 142,837 19,698

Total current assets 913,375 786,992 108,531

Non-current assets

Property and equipment, net 32,295 24,674 3,403

Right-of-use assets 30,052 20,781 2,866

Long-term investment — 5,003 690

Other non-current assets 4,802 4,363 602

TOTAL ASSETS 980,524 841,813 116,092

LIABILITIES

Current liabilities

Accrued expenses and other current liabilities 153,023 133,647 18,431

Deferred revenue and customer advances, current 42,385 40,503 5,586

Operating lease liabilities, current 18,719 10,692 1,474

Total current liabilities 214,127 184,842 25,491

As of December 31, As of June 30,

2022 2023 2023

RMB RMB USD

Non-current liabilities

Operating lease liabilities, non-current 7,534 4,863 671

TOTAL LIABILITIES 221,661 189,705 26,162

SHAREHOLDERS’ EQUITY

Class A ordinary shares 300 302 42

Class B ordinary shares 38 38 5

Treasury stock (21 ) (60 ) (8 )

Additional paid-in capital 10,954,822 10,965,149 1,512,163

Accumulated other comprehensive income 62,689 86,107 11,875

Accumulated deficit (10,258,965 ) (10,399,428 ) (1,434,147 )

TOTAL SHAREHOLDERS’ EQUITY 758,863 652,108 89,930

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 980,524 841,813 116,092

17 EDUCATION & TECHNOLOGY GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of RMB and USD, except for share and per ADS data, or otherwise noted)

For the three months ended June 30,

2022 2023 2023

RMB RMB USD

Net revenues 133,492 69,246 9,549

Cost of revenues (63,773 ) (35,766 ) (4,932 )

Gross profit 69,719 33,480 4,617

Operating expenses (Note 1)

Sales and marketing expenses (11,650 ) (21,581 ) (2,976 )

Research and development expenses (35,709 ) (36,796 ) (5,074 )

General and administrative expenses (56,441 ) (32,904 ) (4,538 )

Total operating expenses (103,800 ) (91,281 ) (12,588 )

Loss from operations (34,081 ) (57,801 ) (7,971 )

Interest income 1,581 8,069 1,113

Foreign currency exchange (loss) gain (18 ) 148 20

Other income, net 6,087 1,639 226

Loss before provision for income tax and income from
equity method investments (26,431 ) (47,945 ) (6,612 )

Income tax expenses — — —

Income from equity method investments — 19 3

Net loss (26,431 ) (47,926 ) (6,609 )

Net loss available to ordinary shareholders of 17 (26,431 ) (47,926 ) (6,609 )

Education & Technology Group Inc.

Net loss per ordinary share

Basic and diluted (0.05 ) (0.10 ) (0.01 )

Net loss per ADS (Note 2)

Basic and diluted (0.50 ) (1.00 ) (0.10 )

Weighted average shares used in calculating net loss per
ordinary share

Basic and diluted 509,153,443 478,317,045 478,317,045

Note 1: Share-based compensation expenses were included in the operating expenses as follows:

For the three months ended June 30,

2022 2023 2023

RMB RMB USD

Share-based compensation expenses:

Sales and marketing expenses 3,368 4,890 674

Research and development expenses 7,175 6,870 947

General and administrative expenses 19,516 7,614 1,050

Total 30,059 19,374 2,671

Note 2: Each one ADS represents ten Class A ordinary shares. Effective on November 17, 2021, the Company changed the ratio of its ADS to its Class A ordinary shares from two ADSs representing five Class A ordinary shares to one ADS representing ten Class A ordinary shares. All earnings per ADS figures in this report give effect to the foregoing ADS to share ratio change.

17 EDUCATION & TECHNOLOGY GROUP INC.

Reconciliations of non-GAAP measures to the most comparable GAAP measures

(In thousands of RMB and USD, except for share, per share and per ADS data)

For the three months ended June 30,

2022 2023 2023

RMB RMB USD

Net Loss (26,431 ) (47,926 ) (6,609 )

Share-based compensation 30,059 19,374 2,671

Income tax effect — — —

Adjusted net income (loss) 3,628 (28,552 ) (3,938 )

17 EDUCATION & TECHNOLOGY GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of RMB and USD, except for share and per ADS data, or otherwise noted)

For the six months ended June 30,

2022 2023 2023

RMB RMB USD

Net revenues 366,938 78,519 10,828

Cost of revenues (155,558 ) (42,776 ) (5,899 )

Gross profit 211,380 35,743 4,929

Operating expenses (Note 1)

Sales and marketing expenses (33,647 ) (43,409 ) (5,986 )

Research and development expenses (133,185 ) (81,069 ) (11,180 )

General and administrative expenses (107,742 ) (73,086 ) (10,079 )

Total operating expenses (274,574 ) (197,564 ) (27,245 )

Loss from operations (63,194 ) (161,821 ) (22,316 )

Interest income 3,646 15,843 2,185

Foreign currency exchange gain 185 161 22

Other income, net 8,166 5,351 738

Loss before provision for income tax and income from
equity method investments (51,197 ) (140,466 ) (19,371 )

Income tax expenses — — —

Income from equity method investments — 3 —

Net loss (51,197 ) (140,463 ) (19,371 )

Net loss available to ordinary shareholders of 17 (51,197 ) (140,463 ) (19,371 )

Education & Technology Group Inc.

Net loss per ordinary share

Basic and diluted (0.10 ) (0.29 ) (0.04 )

Net loss per ADS (Note 2)

Basic and diluted (1.00 ) (2.90 ) (0.40 )

Weighted average shares used in calculating net loss per
ordinary share

Basic and diluted 508,882,655 482,415,249 482,415,249

Note 1: Share-based compensation expenses were included in the operating expenses as follows:

For the six months ended June 30,

2022 2023 2023

RMB RMB USD

Share-based compensation expenses:

Sales and marketing expenses 7,348 9,957 1,373

Research and development expenses 14,360 13,834 1,908

General and administrative expenses 42,996 24,078 3,321

Total 64,704 47,869 6,602

Note 2: Each one ADS represents ten Class A ordinary shares. Effective on November 17, 2021, the Company changed the ratio of its ADS to its Class A ordinary shares from two ADSs representing five Class A ordinary shares to one ADS representing ten Class A ordinary shares. All earnings per ADS figures in this report give effect to the foregoing ADS to share ratio change.

17 EDUCATION & TECHNOLOGY GROUP INC.

Reconciliations of non-GAAP measures to the most comparable GAAP measures

(In thousands of RMB and USD, except for share, per share and per ADS data)

For the six months ended June 30,

2022 2023 2023

RMB RMB USD

Net Loss (51,197 ) (140,463 ) (19,371 )

Share-based compensation 64,704 47,869 6,602

Income tax effect — — —

Adjusted net income (loss) 13,507 (92,594 ) (12,769 )

Posted on August 28, 2023 5:44 pm
WestRock Announces Participation in Upcoming Investor Conference

WestRock Announces Participation in Upcoming Investor Conference

ATLANTA–(BUSINESS WIRE)–
WestRock Company (NYSE: WRK), a leading provider of sustainable paper and packaging solutions, today announced its participation in the Jefferies Industrials Conference on September 7, 2023. David Sewell, president and chief executive officer, will present information about the Company at 10:30 am ET. This event will be webcast and available for replay on WestRock’s website, ir.westrock.com.

About WestRock

WestRock (NYSE: WRK) partners with our customers to provide sustainable paper and packaging solutions that help them win in the marketplace. WestRock’s team members support customers around the world from locations spanning North America, South America, Europe, Asia and Australia. Learn more at www.westrock.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230828332057/en/

Investors:

Robert Quartaro, 470-328-6979

Senior Vice President, Investor Relations

[email protected]

Media:

Robby Johnson, 470-328-6397

Senior Manager, Corporate Communications

[email protected]

KEYWORDS: United States North America Georgia

INDUSTRY KEYWORDS: Packaging Recycling Environment Forest Products Sustainability Manufacturing Natural Resources

MEDIA:

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