v3.26.1
Business Combination
 12 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination
Note 9. Business Combination
On June 12, 2026, the Group acquired 100% of the equity interests in Ingenostrum, S.L. (“Nostrum”), a Spain-based developer of grid-connected data center infrastructure, expanding the Group's development footprint to Europe. The acquisition has been accounted for as a business combination under ASC 805 Business Combinations. Total consideration was approximately $147.9 million (€128.1 million), comprising approximately $94.8 million in cash, $5.6 million in contingent consideration and $47.5 million in the Company’s Ordinary shares at fair value on acquisition-date.
The following table summarizes the provisional fair values of the identifiable assets acquired and liabilities assumed at the acquisition date. The purchase price allocation for the acquisition is preliminary and may be adjusted during the measurement period (up to one year from the acquisition date) as the valuation of acquired assets, deferred taxes and certain assumed liabilities is finalized.
(in USD thousands)Fair Value
Cash and cash equivalents$6,330 
Accounts receivable, net3,329
Deposits and prepaid expenses351
Other assets2,458
Property, plant and equipment, net41,587
Intangible assets, net150,440
Deferred tax assets2,160
Other non-current assets2,800
Total identifiable assets acquired209,455
Deferred tax liabilities37,360
Debt31,539
Accounts payable and accrued expenses27,271
Contingencies1,242
Total liabilities assumed97,412
Net identifiable assets acquired112,043
Goodwill35,836
Total consideration transferred$147,879 
The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce and expected synergies from Nostrum's development, engineering and construction capability in support of the Group's AI Cloud Services strategy. Acquisition-related costs of $1.6 million were expensed as incurred and are included in other operating expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss).

From the date of acquisition, the financial results of Nostrum are not material to the Group's consolidated financial statements. Pro forma revenue and net income have not been presented because the historical results would not have been material to the consolidated financial statements in any period presented.