v3.26.3
Business Acquisitions
 12 Months Ended
May 31, 2026
Business Combinations [Abstract]  
Business Acquisitions
3.
BUSINESS ACQUISITIONS
Business acquisition in the fiscal year 2023:
Xizang Tianli Education Technology Co., Ltd. (“Xizang Tianli”)
In December 2018, the Group invested US$4,344 in Xizang Tianli, a company engaged in developing educational products, for a 5.0% equity interests. In April 2020 and December 2020, the Group further subscribed 5.0% and 11.0% equity interests with consideration of US$6,516 and US$14,334, respectively. Before the acquisition, the Group held 17.4% of total equity interests in Xizang Tianli which accounted for as equity securities without readily determinable fair value as Xizang Tianli is as private company without readily determinable fair value. In September 2022, the Group subscribed 12.4% equity interests with a consideration of US$13,031, meanwhile acquired another 30.0% equity interests in Xizang Tianli from other four shareholders (“Sellers”) with a total consideration of US$19,547, in which US$9,773 had been paid during the year ended May 31, 2023, and the remaining amount had been fully paid in the fiscal year 2025.
 
 
The acquisition of 42.4% equity interest resulted in a step acquisition whereby the Group remeasured the fair value of its previously held equity interest in
Xizang
Tianli. The fair value of the equity interest previously held by the Group was measured at fair value using a discounted cash flow method and taking into account certain factors including the projection of discounted future cash flow and an appropriate discount rate.
According to the acquisition agreement of Xizang Tianli, under profit commitment arrangement for the time period September 2022 to August 2025, the Sellers are to return part of the consideration or transfer additional Xizang Tianli’s shares or the Company is to deliver cash to the founders of Xizang Tianli, if certain contingency is met. The Company records the contingent considerations at fair value on the acquisition date. The fair value is remeasured at each reporting date and changes in fair value are recorded in the consolidated statements of operations.
After this transaction, the Group holds 59.8% equity interests of
Xizang
Tianli. The acquisition was recorded using the acquisition method of accounting, accordingly, the acquired assets and liabilities were recorded at their fair value on the date of acquisition. The purchase price allocation was determined by the Group with the assistance of an independent appraiser.
 
The purchase price was allocated on the date of acquisition as follows:
 
     US$      Amortization
period		  
Cash and cash equivalents
      4,568     
Other current assets
      33,906     
Property and equipment
      218       
1-5 years
  
Intangible assets
      
Trademark
      8,108        5 years  
Copyright
      2,317        5 years  
Distribution channel
      17,230        5 years  
Goodwill
      26,216     
Other
non-current
assets
      317     
Other current liabilities
      (13,411 )    
Deferred tax liabilities
      (2,489 )    
Fair value of the 17.4% equity interests previously held
      (13,395 )    
Non-controlling
interests
      (31,007 )    
  
 
 
     
 
 
  
Total
      32,578     
  
 
 
     
 
 
  
No business acquisition occurred in the fiscal year 2024, 2025 and 2026.