Business Context and Reporting Period
This Form 6-K filing by Nebius Group N.V. is dated May 1, 2026. The report discloses the execution of a Merger Agreement with MagicByte, Inc. (d/b/a Eigen AI Labs), a transaction intended to acquire the target company through a two-step merger structure involving wholly owned subsidiaries of Nebius.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on the terms of the proposed acquisition.
- Transaction Consideration: Up to approximately $98 million in cash (subject to adjustments).
- Equity Consideration: Approximately 3.8 million Nebius Class A shares.
Material Changes
The primary material change is the initiation of the acquisition of Eigen AI Labs. The transaction structure involves Merger Sub 1 merging with the Target, followed immediately by the Intermediate Surviving Entity merging into Merger Sub 2, resulting in the Target becoming a wholly owned subsidiary of Nebius. The transaction has been approved by the boards of directors of both companies and does not require shareholder approval from Nebius.
Guidance, Outlook, and Risks
Outlook and Closing Conditions: The closing is expected to occur in the coming months, subject to customary conditions including antitrust clearance.
Stock Consideration Terms: Founders and continuing employees will receive 15% of their stock consideration at closing. The remaining 85% is subject to time-based transfer restrictions and potential forfeiture over a four-year period.
Risks and Contingencies: The transaction is contingent upon regulatory approvals (specifically antitrust) and the satisfaction of other customary closing conditions. The cash consideration is subject to adjustments as defined in the Merger Agreement.
Investor Verification Checklist
- Verify the final cash consideration amount, as the $98 million figure is subject to adjustments.
- Confirm the status of antitrust clearance and other regulatory approvals required for closing.
- Review the specific forfeiture and vesting schedules for the 3.8 million Class A shares issued to target employees.
- Monitor for the actual closing date, which is currently estimated to be in the coming months.