UK private equity firm Hypha has completed the acquisition of Pass, a fast-growing education technology company headquartered in Harrogate, North Yorkshire. The move was enabled by a £5 million loan from digital bank OakNorth, highlighting the increasing role of specialist financing in fueling sector consolidation and expansion within the UK’s EdTech landscape.
Pass was established in 2016 by entrepreneurs Oliver Naylor and Lewis Wilding.
The company has built a strong reputation for its AI-powered platform that delivers personalised learning, assessment, and exam preparation resources focused on mathematics and English at Levels 2 and 3.
Its offerings cover GCSE resits, functional skills qualifications, and equivalency tests, helping learners progress into higher education, apprenticeships, and employment.
The business serves a dual customer base: direct-to-consumer users seeking flexible study options and more than 250 institutional clients, including blue-chip names such as Siemens, Accenture, Queen Mary University of London, the NHS, and Manchester City Football Club.
Hypha, founded in 2016 by Chris Wardle, Matthew Evans-Young, and Matt Pomroy, specialises in partnering with founder-led businesses in technology, healthcare, and advanced manufacturing.
The firm takes a flexible approach to investments, deploying both minority and majority stakes to accelerate scaling.
Having closed its debut £120 million fund in 2024, Hypha is positioned to identify and back high-potential companies like Pass.
In this transaction, Hypha is investing alongside the existing founders, ensuring continuity of the entrepreneurial vision while injecting fresh capital and expertise.
The £5 million facility from OakNorth will directly support a comprehensive growth strategy.
Priorities include significant upgrades to the AI-driven learning platform, expansion of course content libraries, stronger go-to-market initiatives, and greater operational automation to improve efficiency and reach.
Leadership enhancements are already underway: Terry Sweeney, former chief executive of education technology group RM Plc, has been appointed chair, while a new chief financial officer is joining.
Hypha partners Matthew Evans-Young and Matt Pomroy will also take seats on the board to provide strategic oversight.
Market conditions strongly favour the deal.
According to industry research from IMARC Group, the UK online education sector is forecast to grow at a compound annual rate of 7.3% from 2025 to 2033. Key drivers include rapid improvements in digital infrastructure, rising demand for flexible and lifelong learning, and the ongoing need for upskilling across academic, corporate, and government segments.
Pass sits at the intersection of these trends, with a commercial model that delivers measurable learner outcomes and scales effectively across both B2C and B2B channels.
Matthew Evans-Young, partner and co-founder at Hypha, described Pass as the ideal fit for the firm’s thesis: an innovative, high-growth business led by experienced founders.
He acknowledged Naylor and Wilding’s entrepreneurial efforts and noted OakNorth’s deep sector knowledge and responsive partnership throughout the process.
Oliver Naylor, co-CEO of Pass, expressed excitement about the next chapter, stating that Hypha’s backing will accelerate technology development, content expansion, and market penetration while maintaining the company’s commitment to accessible, high-quality education.
Stewart Haworth, Senior Director of Debt Finance at OakNorth, echoed the optimism.
He highlighted Pass’s strong momentum and scalable platform, positioning the business perfectly for sustained expansion in a rapidly evolving market.
The transaction was advised on Hypha’s side by Mills & Reeve, BDO, Cairneagle, Vaultinum, Crowe, and Vista, while Pass received counsel from Cowgills and DLA Piper.
This acquisition now seemingly underscores investor confidence in UK EdTech and demonstrates how targeted debt financing from forward-thinking banks like OakNorth can unlock transformative opportunities for ambitious growth companies.