After a previous acquisition attempt fell through, upGrad will acquire Unacademy, once one of India’s most valued edtech companies. The test prep platform, backed by Tiger Global, SoftBank, and General Atlantic, was once valued at ~$3.5 billion. Now, it has accepted a 100% share swap from upGrad (Unacademy investors are set to receive upGrad shares).
Neither party disclosed the valuation, but Unacademy’s co-founder and CEO Gaurav Munjal, said the company’s value is less than $500 million, which is an ~85% slash from its pandemic boom value.
Unacademy was looking for buyers such as PhysicsWallah and K-12 Techno Services. When upGrad offered to buy it the first time, the deal fell through because of valuation misalignment, according to upGrad co-founder Ronnie Screwvala. This also reportedly happened when Unacademy was discussing mergers and acquisitions with Allen Career Institute.
Unacademy has raised over $800 million in total. But as the edtech market boom faded, the platform’s growth subsided. In a post, Munjal mentioned the company was burning more money, and the market share was decreasing. As the edtech buzz got silent, the company went through layoffs and incentive cuts.
Unacademy acquired nearly 10 platforms, such as Graphy, PrepLadder, Relevel, and recently, AirLearn, an AI-first language-learning app like Duolingo. But only some generated cash for the company. Munjal admitted that excessive buyouts were a mistake, as some companies shut down (Relevel and Mastree, among others).
In early 2025, co-founders Munjal and Roman Saini stepped away from their operational roles. Hemesh Singh, another co-founder and the CTO, had already stepped down in June 2024.
Unacademy had also launched offline classes in 2022. Munjal claimed nearly 70% of the company’s offline centres would turn profitable by the end of 2025. In January 2026, after the previous upGrad deal fallout, Unacademy decided to exit offline centres and introduced franchise partnerships.
In February, just two weeks before the acquisition, the company bought back ~$5.4 million in ESOPs. Munjal mentioned the company still has $100 million in cash reserves, but Unacademy’s revenue is declining.
UpGrad’s aim is to build online education products with AI. The term sheet is signed, but both parties have also agreed to a break fee if the deal doesn’t close.
This would be upGrad’s second acquisition within a month. It acquired Internshala, the largest internship platform, in February, in a reported 90% stock-swap transaction.
The post UpGrad to Acquire Unacademy, Once a $3.5B Unicorn, in a Share Swap Deal appeared first on The Report by Class Central.
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