On September 16, 2026, Phoenix Education Partners, Inc. (the "Company") agreed to acquire Fuel50 Inc. ("Fuel50"), an AI-powered workforce transformation platform. The acquisition will be effected pursuant to an Agreement and Plan of Merger, dated as of September 16, 2026 (the "Merger Agreement"), by and among the Company, CEG Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), Fuel50, and Phil Dur, solely in his capacity as the representative of the securityholders of Fuel50, pursuant to which Merger Sub will merge with and into Fuel50, with Fuel50 surviving as a wholly-owned subsidiary of the Company.
Under the terms of the Merger Agreement, the Company will acquire Fuel50 for an aggregate cash purchase price of approximately $31.5 million, subject to customary adjustments for working capital, cash, indebtedness and transaction expenses. In addition, former Fuel50 securityholders may receive earnout payments of up to $8.5 million in the aggregate through calendar year 2027 based on the achievement of certain performance milestones. The acquisition will be funded with cash on hand.
The acquisition is expected to close within 30 days and is subject to customary closing conditions, including receipt of required Fuel50 stockholder approvals and satisfaction or waiver of other closing conditions.
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