CLAS Class Acceleration Corp

Class Acceleration Corp. (the “Company”) announced today that it closed its initial public offering of 25,875,000 units, including 3,375,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option. The offering was priced at $10.00 per unit, resulting in gross proceeds of $258,750,000.

The Company’s units are listed on the New York Stock Exchange (“NYSE”) and commenced trading under the ticker symbol “CLAS.U” on January 15, 2021. Each unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable and will trade.  Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on NYSE under the symbols “CLAS” and “CLAS WS,” respectively.

The Company 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. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on companies in the education technology industry. The Company is led by Co-Executive Chairmen, Joseph E. Parsons and Robert C. Daugherty, and Chief Executive Officer, Michael T. Moe.

Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of warrants, $258,750,000 (or $10.00 per unit sold in the public offering) was placed in the Company’s trust account. An audited balance sheet of the Company as of January 20, 2021 reflecting receipt of the proceeds upon consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission (“SEC”).

Oppenheimer & Co. Inc. acted as the sole book running manager for the offering. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com.

A registration statement relating to these securities has been filed with, and declared effective by, the SEC on January 14, 2021.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated.  Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Caroline Moe HochVP Communications & Strategy, GSVcmoehoch@gsv.com(650) 380-9550