Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2024

 

 

Commission File Number: 001-38203

 

 

Mynd.ai, Inc.

 

Maples Corporate Services Limited,

PO Box 309,

Ugland House,

Grand Cayman KY1-1104

Cayman Islands

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x         Form 40-F ¨

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

On October 2, 2024, Mynd.ai, Inc. (the “Company”) completed the sale (the “Transaction”) of all of its shares of the capital stock (the “Shares”) in Global Eduhub Holding Limited, a Hong Kong corporation (“GEH”) for cash consideration of $20 million pursuant to the terms of a written agreement dated October 1, 2024 (the “Agreement”) by and among the Company, Strategic Global Group Holdings Pte Ltd (the “Purchaser”) and Ms. Koh Chew Chee, the prior minority owner of GEH prior to the closing of the Transaction. Such Shares constituted eighty five percent (85%) of the total equity ownership in GEH prior to the consummation of the Transaction.

 

GEH, through its network of subsidiaries, is engaged in the early childcare learning business in Singapore. The Transaction reflects the decision by the Company’s management and board of directors to divest itself of non-strategic assets and to focus the Company’s attention and resources on delivering hardware and software solutions for the education, business, and public sectors.

 

On October 8, 2024, the Company issued a press release announcing the consummation of the Transaction, which is filed as Exhibit 99.1 to this Report on Form 6-K.

 

This Report on Form 6-K, except for Exhibit 99.1, shall be deemed to be incorporated by reference into the Company’s registration statements (i) on Form S-8 (Registration Number: 333-278480) and (ii) on Form F-3 (Registration Number: 333-280853), each as filed with the U.S. Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

 

 

Exhibit Index

 

Exhibit 99.1 – Press Release dated October 8, 2024

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		Mynd.ai, Inc.
	By:	/s/ Arthur Giterman
		Name:  Arthur Giterman
		Title:  Chief Financial Officer

 

Date: October 8, 2024

 

 

 

Exhibit 99.1

 

Mynd.ai Closes $20 Million Sale of Non-strategic Business Unit and Announces Additional Strategic Actions to Enhance Operations, Strengthen Cash Position and Drive Long-Term Shareholder Value

 

Seattle, WA., October 8, 2024 – Mynd.ai, Inc. (“Mynd” or the “Company”) (NYSE American: MYND) today announced a series of strategic actions designed to enhance the Company’s operations and drive long-term shareholder value, including the following:

 

·

The sale, on October 2, 2024, of the Company’s entire 85% ownership interest in its Singapore-based early childcare learning business for a total consideration of $20 million in cash.

·

The redeployment of capital to enhance business development and future technology innovation to increase sales within its core markets.

·

The optimization of our operational structure to enhance efficiency and generate anticipated cost savings in excess of $20 million annually.

 

“We are pleased to embark on the next phase of Mynd’s evolution by redeploying capital to strengthen our sales efforts and position the Company for future investment in our product offerings, which we believe will enable us to achieve our long-term strategic vision and increase shareholder value,” stated Vin Riera, Mynd’s Chief Executive Officer. “We expect that additional actions we are taking to optimize our operations will help us improve profitability as we manage growth and corporate transformation.”

 

Arthur Giterman, Mynd’s Chief Financial Officer commented, “We believe that the sale of our non-strategic early childhood development business in conjunction with various cost optimization actions, including a reduction in head count, programmatic spend, and the utilization of certain service providers, will provide Mynd with additional liquidity and balance sheet strength, enabling us to focus our efforts on maintaining our market leadership in the Interactive Flat Panel Display segment and delivering both hardware and software solutions for the education, business, and public sectors.”

 

Forward-Looking Statements

 

This press release contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements reflect Mynd’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” “optimistic,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in Mynd’s Annual Report on Form 20-F, filed with the SEC on March 27, 2024, as such factors may be updated from time to time in Mynd’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Mynd’s filings with the SEC. While forward-looking statements reflect Mynd’s good faith beliefs, they are not guarantees of future performance. Mynd disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law.

 

 

 

 

About Mynd.ai, Inc.

 

Seattle-based Mynd is a global leader in interactive technology offering best-in-class hardware and software solutions that help organizations create and deliver dynamic content; simplify and streamline teaching, learning, and communication; and facilitate real-time collaboration. Our award-winning interactive displays and software can be found in more than 1 million learning and training spaces across 126 countries. Our global distribution network of more than 4,000 reseller partners and our dedicated sales and support teams around the world enable us to deliver the highest level of service to our customers.

 

For investor and media inquiries, please contact:

 

Investor Relations - Mynd.ai, Inc.

E-mail: [e-mail]

Arthur Giterman

Chief Financial Officer

[e-mail]

Tel: [phone]

 

 

 

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