Monitor for closing conditions satisfaction and Nasdaq approval over the next 60 days. URAY's ability to hit the Y1 revenue target of US$12M and EBITDA target of US$1M will be the first major catalyst for the earn-out shares. The second US$1M loan tranche tied to US$750K monthly revenue provides an early operational milestone to track.
Price Chart
Executive Summary
Skillful Craftsman Education Technology Ltd (EDTK) entered into a definitive agreement to acquire a 70% controlling interest in URAY PTE. LTD., a Singapore-based casual game developer and publisher, for 500,000 restricted EDTK ordinary shares plus a 2,500,000-share performance earn-out pool. EDTK will also provide up to US$2 million in unsecured shareholder loans at 7% interest. The acquisition extends EDTK's AI capabilities into game creation and global publishing, with URAY becoming a consolidated subsidiary upon closing expected in Q4 2026.
Key Facts
- EDTK to acquire 70% of URAY for 500,000 restricted ordinary shares (restrictions lapse on first anniversary)
- Additional 2,500,000-share performance earn-out pool for URAY management based on revenue and EBITDA targets over three years
- URAY performance targets: Y1 revenue US$12M/EBITDA US$1M, Y2 revenue US$17M/EBITDA US$2M, Y3 revenue US$25M/EBITDA US$3M
- EDTK to provide up to US$2M in unsecured loans (two tranches of US$1M each) at 7% annual interest
- Second loan tranche requires URAY to reach US$750,000 monthly revenue
- URAY team has released over 1,000 games reaching over one billion players cumulatively
- URAY is developing SMILE AI, a multimodal AI toolset for game creation
- Closing expected in Q4 2026, subject to customary conditions including Nasdaq and SEC approvals
- Either party may terminate if closing conditions not satisfied within 60 days of signing
Financial Impact
Acquisition consideration of 500,000 EDTK shares (value depends on EDTK stock price at closing) plus up to US$2M in loans; performance earn-out pool of 2,500,000 shares tied to URAY achieving cumulative revenue targets of US$12M (Y1), US$17M (Y2), US$25M (Y3) and EBITDA targets of US$1M, US$2M, US$3M respectively
Risk Factors
- Transaction may not close if Nasdaq or SEC approvals are not obtained within 60-day window
- URAY's performance targets are ambitious (Y1: US$12M revenue, US$1M EBITDA) with no disclosed historical financials to validate achievability
- Potential dilution from up to 3,000,000 shares issued (500,000 consideration + 2,500,000 earn-out pool) plus top-up commitment
- Integration risk combining education technology with game development and AI workflows
- Governing law is Chinese law with arbitration in Shenzhen, adding enforcement complexity for a Cayman/Singapore structure
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001493152-26-046753 |
| Exhibit: ex99-1.htm | 0001493152-26-046753 |
| Document: form6-k.htm | 0001493152-26-046753 |
| Document: 0001493152-26-046753-index-headers.html | 0001493152-26-046753 |
| Document: 0001493152-26-046753-index.html | 0001493152-26-046753 |
| Document: 0001493152-26-046753.txt | 0001493152-26-046753 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 13, 2026 13d ago | 6-K | $0.9945 $0.8833 | ▼ −11.18% | ▼ −10.03% | $0.9410 (−5.38%) |
Oct 13, 2026 13d ago | Press Release | $0.9945 $0.8833 | ▼ −11.18% | ▼ −10.03% | $0.9410 (−5.38%) |
Aug 7, 2026 11w ago | 6-K | $1.00 $0.8800 | ▼ −12.00% | ▼ −12.40% | $0.9410 (−5.90%) |
Jun 26, 2026 17w ago | 6-K | $1.01 $0.9820 | ▲ +2.77% | ▲ +4.16% | $0.9410 (+6.83%) |
Mar 27, 2026 30w ago | 6-K | $1.02 $1.02 | · 0.00% | ▼ −4.30% | $0.9410 (−7.75%) |
Mar 4, 2026 33w ago | Press Release | $0.9220 $0.9900 | ▲ +7.38% | ▲ +8.71% | $0.9410 (+2.06%) |
US Market Status
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