Mumbai, March 18 -- Edtech firm upGrad's long-running talks to acquire rival Unacademy- which fell through in January over valuation differences-are back on track, with co-founder Ronnie Screwvala saying the two sides have signed a term sheet for an all-stock deal.

The surprise, however, was his public disclosure of a break fee-an unusual detail for a co-founder to reveal before a transaction has closed. While break fees are common in large merger and acquisition (M&A) transactions, they are rarely flagged so openly at the term-sheet stage.

The disclosure is significant as the proposed deal is a 100% share swap, meaning Unacademy's investors may receive upGrad stock instead of immediate liquidity, with the valuation to be made public on...