v3.26.3
Business combination
 3 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business combination
Note 7. Business combination
Mirantis
On August 3, 2026, the Group acquired 100% of the equity interests in Mirantis, a US-based cloud software and services provider. The acquisition has been accounted for as a business combination under ASC 805, Business Combinations. Total consideration was approximately $538 million, comprising approximately 12.6 million of the Company’s Ordinary shares with a fair value of $502 million on the acquisition date, $8 million in cash, $24 million in replacement RSUs issued in exchange for vested Mirantis equity awards, a portion of which were exercised and issued during the period, representing the fair value attributable to pre-combination service, and the balance related to deferred consideration and settlement of pre-existing commercial arrangements between the Group and Mirantis on the acquisition date. The remaining fair value of the replacement awards, which relates to post-combination service, is recognized as stock-based compensation expense over the requisite service period.
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 Group finalizes its assessment of the fair values of the assets acquired and liabilities assumed, including acquired intangible assets, deferred revenue, taxes and certain assumed liabilities, as well as the determination of goodwill and its allocation to reporting units.
(in USD millions)Fair Value
Cash and cash equivalents$25 
Accounts receivable, net14 
Deposits and prepaid expenses6 
Property, plant and equipment, net4 
Intangible assets, net145 
Operating lease right-of-use asset, net3 
Total identifiable assets acquired197 
Accounts payable and accrued expenses(3)
Operating lease liability(3)
Deferred revenue(57)
Other liabilities(4)
Deferred tax liabilities(6)
Total liabilities assumed(73)
Net identifiable assets acquired124 
Goodwill414 
Total consideration transferred$538 
The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill. Goodwill is primarily attributable to the assembled workforce and the expected synergies from integrating Mirantis’ Kubernetes orchestration and cloud-native software capability with the Group’s AI Cloud platform, expanding the Group’s offering of managed and enterprise cloud services on its own infrastructure. Goodwill and intangible assets acquired are not deductible for tax purposes. Acquisition-related costs of $6 million to date, of which $2 million was recognized in fiscal year 2026, were expensed as incurred and are included in other operating expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
From the date of acquisition, the financial results of Mirantis are not material to the Group’s Unaudited Condensed Consolidated Financial Statements. Pro forma revenue and net income (loss) have not been presented because the historical results would not have been material to the consolidated financial statements in any period presented.
Nostrum
During the three months ended September 30, 2026, the Group completed the acquisition accounting for its June 12, 2026 acquisition of Ingenostrum, S.L. (“Nostrum”). No adjustments were made to the provisional amounts previously disclosed in Note 9, Business Combination, to the Group’s Annual Report for the year ended June 30, 2026.