Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 06 2022 - 7:16AM
Edgar (US Regulatory)
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 June 2022
Commission File Number: 001-38235
RISE
EDUCATION CAYMAN LTD
c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands
(Address of principal executive offices)
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
Further to the reports on Form 6-Ks furnished to the SEC (i) on April 4, 2022 in connection
with the proposed mergers with Dada Auto Inc. (NaaS) announced on February 8, 2022 (the Mergers), including the selected unaudited combined financial data of NaaS based on NaaS management accounts, and (ii) on
May 31, 2022 regarding certain additional information on NaaS and the audited combined financial statements of NaaS for the fiscal years ended December 31, 2020 and 2021, RISE Education Cayman Ltd is furnishing in Exhibit 99.1 to this Form
6-K certain unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2021. Based on such unaudited pro forma financial information, the shareholders
equity of the combined company as of December 31, 2021 was approximately RMB592.0 million and the net revenues and net loss of the combined company for the year ended December 31, 2021 were approximately RMB17.8 million and RMB886.4 million,
respectively. For details, please refer to Exhibit 99.1 attached hereto.
RISE Education Cayman Ltd is also furnishing in Exhibit 99.2 to
this Form 6-K certain additional information regarding persons who are expected to serve as directors and executive officers of the combined company upon the consummation of the Mergers. The board of directors and the senior management team of the
combined company will be reconstituted to reflect the appointment or retention of such persons listed in Exhibit 99.2 hereto effective upon the consummation of the Mergers.
SIGNATURE
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.
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RISE EDUCATION CAYMAN LTD |
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By: |
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/s/ Alex Wu |
Name: |
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Alex Wu |
Title: |
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Acting Chief Financial Officer |
Date: June 6, 2022
Exhibit Index
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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Unaudited Pro Forma Condensed Combined Financial Information |
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Exhibit 99.2 |
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Additional Information Relating to the Proposed Directors and Executive Officers of the Combined Company Effective upon the Consummation of the Mergers |
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