Ronnie Screwvala-led Upgrad would acquire Unacademy in an all-stock deal , according to the SoftBank-backed test prep company's founder Gaurav Munjal.“Neither side will disclose the valuation until closing, when the papers are filed and the transaction becomes public,” Munjal said in a post on X, formerly Twitter.Upgrad had been evaluating Unacademy for some time but had earlier withdrawn from the talks over differences in valuation expectations. Initially, the talks were held for an all-stock transaction that valued Unacademy at around $300 million, translating into a more than 90% cut from its peak valuation of $3.4 billion.“We at Upgrad have signed a term sheet to acquire Unacademy in an all-stock deal, with founder and chief executive Gaurav Munjal staying on to build Unacademy,” Screwvala said in a post on X.“They disrupted the sector once, and now with AI they plan to do it again. We are already seeing Airlearn (language learning app) gain global traction,” he added.This comes as Unacademy recently decided to refocus on its core business by exiting its company-operated offline centres and converting them into franchise partnerships. It also initiated the process of a Rs 50 crore employee stock ownership plan (Esop) buyback.“Our cash reserves as of today are more than $100 million,” Munjal noted.Earlier, Munjal said that the company’s valuation might have dropped sharply, falling below $500 million from $3.5 billion in 2021 when it had raised $440 million in a funding round led by Singapore’s Temasek Holdings.Prior to Upgrad, Unacademy was in talks with Kota-based Allen Career Institute for a potential acquisition in December 2024 that valued the company at around $800 million. Those negotiations had also failed over differences in valuation.This term sheet comes at a time when Screwvala has been exploring multiple acquisition opportunities. It recently acquired a 90% stake in internship and job-search platform Internshala in a 90% stock-swap deal . The deal valued Internshala at around Rs 100 crore.Earlier, ET reported that UpGrad had submitted an expression of interest to bid for Think & Learn , the insolvent parent of edtech firm Byju's. The bid involves evaluating all its assets, including K-12 vertical Great Learning and coaching centre operator Aakash Educational Services.