Bright Scholar (NYSE: BEDU) details cash merger, ADS delisting, SEC exit

Rhea-AI Filing Summary

Bright Scholar Education Holdings Limited completed a merger that made it a wholly owned subsidiary of Parent and ended significant ownership by the reporting group.

At the effective time on December 16, 2025, each ordinary share (other than excluded, ADS-represented and dissenting shares) was cancelled for the right to receive US$0.575 in cash per share, and each ADS (other than those representing excluded shares) was cancelled for the right to receive US$2.30 in cash per ADS, less a US$5.00 cancellation fee for each 100 ADSs or portion thereof. Vested stock options were cashed out for their in-the-money value, while unvested options were cancelled for no payment. The ADSs ceased trading on the NYSE and are being delisted, with the company planning to deregister and end its SEC reporting obligations. The reporting persons now beneficially own 0 shares, representing 0% of the class, and this amendment serves as their exit filing.

Insights

M&A and securities disclosure analyst

Bright Scholar completed a cash merger, delists its ADSs, and ends major holders’ ownership.

The amendment describes completion of a merger in which Bright Scholar Education Holdings Limited became a wholly owned subsidiary of Parent as of December 16, 2025. Each ordinary share, other than excluded and dissenting shares, was cancelled for the right to receive US$0.575 in cash per share. Each ADS, other than those representing excluded shares, was cancelled for the right to receive US$2.30 in cash per ADS, less a US$5.00 cancellation fee for each 100 ADSs or portion thereof.

The disclosure also details equity award treatment: vested company options were cancelled for cash equal to any spread between the per‑share merger consideration and the option exercise price, while unvested or non‑exercisable options were cancelled with no consideration. ADSs ceased trading on the NYSE on December 16, 2025 and became eligible for delisting, and the issuer has requested that the NYSE file a Form 25 and intends to file Form 15 to suspend and ultimately terminate Exchange Act reporting.

For the reporting persons, all beneficial ownership figures are now 0.00 shares and 0% of the class, with no voting or dispositive power remaining. The amendment explicitly states that this is an exit filing and that, as of December 16, 2025, each reporting person ceased to be a beneficial owner of more than five percent of the ordinary shares, formally closing out their reporting obligations for this issuer under this schedule.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Bright Scholar Education Holdings Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share Class B Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

109199208

(CUSIP Number)

Excellence Education Inv. Ltd
No.1, Country Garden Road, Beijiao Town, Shunde District Foshan
Guangdong, F4, 528300
86 757 2666 2233

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/16/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Excellence Education Investment Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Ultimate Wise Group Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Noble Pride Global Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Yeung Family Trust V

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

TMF Trust (HK) Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Hongru Zhou

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Ruolei Niu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Wisdom Avenue Global Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 109199208

1

Name of reporting person

Waterflower Investment Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.00001 per share Class B Ordinary Shares, par value $0.00001 per share
(b)	Name of Issuer: Bright Scholar Education Holdings Limited
(c)	Address of Issuer's Principal Executive Offices: Suites 6-7, The Turvill Bldg Old Swiss, 149 Cherry Hinton Road, Cambridge, UNITED KINGDOM , Cb1 7bx.
Item 1 Comment: This amendment to Schedule 13D (the "Amendment No.2") amends and supplements the statement on Comment: Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on May 28, 2025, as further amended and supplemented by the Amendment No. 1 filed with the SEC on October 15, 2025 (the "Original Schedule 13D", as amended and supplemented by this Amendment No. 2, the "Schedule 13D") by each of Hongru Zhou, Ruolei Niu, Yeung Family Trust V, Noble Pride Global Limited, Ultimate Wise Group Limited, Excellence Education Investment Limited, TMF Trust (HK) Limited, Wisdom Avenue Global Limited and Waterflower Investment Ltd. Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 have the meanings ascribed to them in the Original Schedule 13D, as amended.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by the following: On December 16, 2025, the Issuer and Merger Sub filed with the Registrar of Companies of the Cayman Islands a plan of merger, pursuant to which the Merger became effective on December 16, 2025 (the "Effective Time"). As a result of the Merger, the Issuer, as the surviving company of the Merger, became a wholly owned subsidiary of Parent. At the Effective Time, (a) each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement), Shares represented by ADSs and Dissenting Shares (as defined in the Merger Agreement)) was cancelled in exchange for the right to receive US$0.575 in cash per Share without interest and net of any applicable withholding taxes; (b) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with the underlying Shares represented by such ADSs, was cancelled in exchange for the right to receive US$2.30 in cash per ADS (less US$5.00 for each 100 ADSs (or portion thereof) cancellation fees pursuant to the terms of the deposit agreement) without interest and net of any applicable withholding taxes; (c) except as otherwise consented to by the holder of such option, each option to purchase Shares granted under the Company Equity Plan (as defined in the Merger Agreement) in accordance with the terms thereof (each, a "Company Option," and collectively, the "Company Options") that was vested, outstanding and unexercised immediately prior to the Effective Time was cancelled in exchange for an amount of cash equal to (i) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per Share of such Company Option, multiplied by (ii) the number of Shares underlying such Company Option (assuming such holder exercised such vested Company Option in full immediately prior to the Effective Time); (d) Each Company Option unvested or otherwise not exercisable immediately prior to the Effective Time was cancelled for nil consideration; (e) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 3.6 of the Merger Agreement and thereafter represent only the right to receive the applicable payments set forth in Section 3.6 the Merger Agreement. As a result of the Merger, the ADSs ceased to trade on the New York Stock Exchange (the "NYSE") on December 16, 2025 and became eligible for delisting from the NYSE and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act. The Issuer has requested that trading of the ADSs on the NYSE be suspended, and that the NYSE file with the SEC a Form 25 notifying the SEC of the NYSE's withdrawal of the ADSs from listing on the NYSE and intention to withdraw the Shares from registration under Section 12(b) of the Exchange Act. The Issuer intends to file with the SEC, ten (10) days after the NYSE files the Form 25, a Form 15 suspending the Issuer's reporting obligations under the Exchange Act and withdrawing the registration of the Shares under the Exchange Act. The Issuer 's obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration of the Shares becomes effective. Accordingly, this Amendment constitutes an exit filing for the Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	As a result of the transactions described in Item 4 of this Schedule 13D, the Reporting Persons or to the best of their knowledge, any of persons listed in Schedule A hereto, do not beneficially own any securities of the Issuer identified pursuant to Item 1 or have any voting power or dispositive power over any securities of the Issuer identified pursuant to Item 1.
(b)	See Item 5(a) above.
(c)	Except as set forth herein, none of the Reporting Persons nor, to the best of their knowledge, any of persons listed in Schedule A hereto, has effected any transactions in the ordinary shares during the past 60 days.
(d)	Not applicable.
(e)	As a result of the transactions described in Item 4 of this Schedule 13D, on December 16, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares. This Amendment No. 2 is the final amendment to the Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Excellence Education Investment Limited

Signature:	/s/ Meirong Yang
Name/Title:	Meirong Yang/Director
Date:	12/16/2025

Ultimate Wise Group Limited

Signature:	/s/ Huiyan Yang
Name/Title:	Huiyan Yang/Director
Date:	12/16/2025

Noble Pride Global Limited

Signature:	/s/ YEU Chi Fai
Name/Title:	YEU Chi Fai/Authorized Signatory of S.B. Vanwall Ltd., the Sole Director of Noble Pride Global Limited
Date:	12/16/2025

Yeung Family Trust V

Signature:	/s/ YEU Chi Fai, HUI Wai Ling
Name/Title:	YEU Chi Fai, HUI Wai Ling/Authorized Signatories of TMF Trust (HK) Limited, the trustee of Yeung Family Trust V
Date:	12/16/2025

TMF Trust (HK) Limited

Signature:	/s/ YEU Chi Fai, HUI Wai Ling
Name/Title:	YEU Chi Fai, HUI Wai Ling/Authorized Signatories
Date:	12/16/2025

Hongru Zhou

Signature:	/s/ Hongru Zhou
Name/Title:	Hongru Zhou
Date:	12/16/2025

Ruolei Niu

Signature:	/s/ Ruolei Niu
Name/Title:	Ruolei Niu
Date:	12/16/2025

Wisdom Avenue Global Limited

Signature:	/s/ Qing YAO
Name/Title:	Qing YAO/Director
Date:	12/16/2025

Waterflower Investment Ltd.

Signature:	/s/ Qing YAO
Name/Title:	Qing YAO/Director
Date:	12/16/2025

FAQ

What major transaction involving Bright Scholar Education Holdings (BEDU) is described?

The disclosure describes a merger that became effective on December 16, 2025, after which Bright Scholar Education Holdings Limited became a wholly owned subsidiary of Parent and its publicly held ordinary shares and ADSs were cancelled for cash consideration.

What cash consideration do Bright Scholar (BEDU) ordinary shareholders and ADS holders receive in the merger?

Each ordinary share, other than excluded and dissenting shares, was cancelled for the right to receive US$0.575 in cash per share. Each ADS, other than those representing excluded shares, was cancelled for the right to receive US$2.30 in cash per ADS, less a US$5.00 cancellation fee for each 100 ADSs or portion thereof, all without interest and net of applicable withholding taxes.

How are Bright Scholar (BEDU) stock options treated in this transaction?

Each vested, outstanding and unexercised company option was cancelled for cash equal to any excess of the per‑share merger consideration over its exercise price, multiplied by the number of underlying shares. Each option that was unvested or otherwise not exercisable immediately before the effective time was cancelled for nil consideration.

What happens to Bright Scholar (BEDU) ADSs and the NYSE listing after the merger?

The ADSs ceased trading on the New York Stock Exchange on December 16, 2025 and became eligible for delisting. The issuer has asked the NYSE to file a Form 25 to withdraw the ADSs from listing and to withdraw the shares from registration under Section 12(b) of the Exchange Act.

Will Bright Scholar (BEDU) continue filing reports with the SEC after this transaction?

The issuer intends to file a Form 15 ten days after the NYSE files the Form 25. That Form 15 will suspend the issuer’s reporting obligations under the Exchange Act and withdraw registration of the shares, with those obligations terminating once deregistration becomes effective.

Do the reporting persons still own Bright Scholar (BEDU) securities after this amendment?

No. Following the merger and related transactions, each reporting person reports 0.00 shares beneficially owned, representing 0% of the class, with no voting or dispositive power. The amendment states that each ceased to be a beneficial owner of more than five percent of the ordinary shares on December 16, 2025 and that this is the final, exit amendment.