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iHuman (NYSE: IH) to acquire All Knowledge and Perfect Lingo in RMB94m deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

iHuman Inc. is acquiring the businesses and assets behind two AI-powered learning apps, All Knowledge and Perfect Lingo, for aggregate consideration of RMB94.0 million, subject to possible price adjustments and earn-out payments. The deal brings humanities-focused and English vocabulary/AI learning products that complement iHuman’s existing education ecosystem.

The acquisition prices may be reduced to RMB51.0 million for All Knowledge and RMB21.0 million for Perfect Lingo if specified material adverse events occur, while additional earn-outs of up to RMB29.0 million and RMB12.0 million are available if financial targets over the next three years are met. iHuman engaged a Big Four firm for independent valuation, and its board and audit committee approved the related party transactions. Upon closing, Teng Li from All Knowledge and Perfect Lingo will become Co-CEO, and Congyu Lin will join as Chief Strategy Officer, strengthening management depth and industry expertise.

Positive

  • None.

Negative

  • None.

Insights

iHuman is using a structured, earn-out backed deal to add AI-focused learning apps and senior talent.

The acquisitions of All Knowledge and Perfect Lingo for aggregate RMB94.0 million, with independent valuation support, expand iHuman into humanities and advanced vocabulary training while staying within its tech-enabled learning focus. Earn-out structures tied to three-year financial targets align part of the consideration with performance.

Downside price protections to RMB51.0 million and RMB21.0 million if material adverse events occur help manage risk. However, these are related party transactions under common control, so governance relies heavily on the board and audit committee approvals and the Big Four valuation.

Leadership changes are notable: appointing Teng Li as Co-CEO upon closing and adding Congyu Lin as Chief Strategy Officer bring experience from All Knowledge, Perfect Lingo, and Perfect World. Future disclosures may clarify integration progress and whether the new apps and leaders drive the broader AI-powered product strategy.

Aggregate consideration RMB94.0 million Total consideration for All Knowledge and Perfect Lingo acquisitions
All Knowledge base price RMB67.0 million Consideration for All Knowledge business and assets
Perfect Lingo base price RMB27.0 million Consideration for Perfect Lingo business and assets
All Knowledge downside price RMB51.0 million Reduced price if specified material adverse events occur
Perfect Lingo downside price RMB21.0 million Reduced price if specified material adverse events occur
All Knowledge earn-out cap RMB29.0 million Maximum contingent earn-out over three years
Perfect Lingo earn-out cap RMB12.0 million Maximum contingent earn-out over three years
asset transfer agreements financial
"it has entered into certain asset transfer agreements to acquire the businesses and assets"
Legal contracts that move ownership or control of specific assets—such as equipment, real estate, intellectual property, or financial holdings—from one party to another, spelling out price, timing, and who bears any debts or obligations tied to those assets. Investors care because these agreements change a company’s balance sheet, cash flow and risk profile—like selling or buying a house alters a household’s finances—so they can signal value creation, dilution, or hidden liabilities.
contingent earn-out payments financial
"the sellers may be entitled to contingent earn-out payments of up to RMB29.0 million"
Contingent earn-out payments are extra sums promised by a buyer to a seller after an acquisition, paid only if the business meets specific future targets such as revenue, profit, or product milestones. They act like a performance-based bonus that shares risk: sellers can get more for strong results, while buyers avoid overpaying up front if outcomes are uncertain. Investors care because earn-outs affect future cash needs, reported value, and incentives that can change a company’s performance and financial forecasts.
material adverse events financial
"The purchase prices would be adjusted downward ... if certain material adverse events occur."
Big Four accounting firm financial
"The Company engaged the valuation services of a “Big Four” accounting firm"
forward-looking statements regulatory
"This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

Commission File Number: 001-39591

 

 

 

iHuman Inc.

(Registrant’s Name)

 

 

 

Tower 306,
No. 86 Beiyuan Road,
Chaoyang District, Beijing 100101

People’s Republic of China

(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x      Form 40-F ¨

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release—iHuman Inc. Announces Acquisition of Businesses and Assets Related to All Knowledge and Perfect Lingo

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  iHuman Inc.
       
  By       : /s/ Vivien Weiwei Wang
  Name : Vivien Weiwei Wang
  Title : Director and Chief Financial Officer

 

Date: June 1, 2026

 

 

 

Exhibit 99.1

 

 

 

iHuman Inc. Announces Acquisition of Businesses and Assets Related to All Knowledge and Perfect Lingo

 

BEIJING, China, May 31, 2026 — iHuman Inc. (NYSE: IH) (“iHuman” or the “Company”), a leading provider of tech-powered, intellectual development products in China, today announced that it has entered into certain asset transfer agreements to acquire the businesses and assets related to two products, All Knowledge (全知识) and Perfect Lingo (万词王) (the “Acquisitions”), for an aggregate consideration of RMB94.0 million, subject to potential two-way price adjustments and contingent earn-out payments.

 

All Knowledge is an app that focuses on humanities and AI literacy, providing users with AI-powered interactive access to knowledge across history, culture, literature, philosophy, art, and other humanities fields. All Knowledge features a number of systematic learning tools, including spatio-temporal views, historical timelines, and relationship graphs. It has also launched a series of ladder-style learning products, including Elite Youth Tianti, which is among China’s first batch of systematic general knowledge learning programs, Literature and History Tianti, which provides comprehensive and structured learning content for literature and history enthusiasts, and AI Tianti, which is designed to help users better apply, understand, and harness AI.

 

Perfect Lingo is an AI learning app designed to help users expand their vocabulary, improve pronunciation, and develop comprehensive English learning capabilities through real-life scenarios and video-based learning, extensive dictionaries, AI-powered assessment, intensive training exercises, and pronunciation practice, as well as a personalized AI learning system built around vocabulary learning.

 

Mr. Michael Yufeng Chi, founder and chairman of iHuman, commented, “We are pleased to announce the acquisition of the businesses and assets related to All Knowledge and Perfect Lingo. The Acquisitions represent not only an important step in expanding our product portfolio, but also a strategically meaningful move for us in the industry. All Knowledge and Perfect Lingo bring strong content, AI technology capabilities, deep understanding of the learning market across all age groups, and proven organizational execution in sales and services. All Knowledge and Perfect Lingo are highly complementary to our existing product ecosystem, and will open up new market opportunities for us. The addition of these products will also help us extend the boundaries of our services and the user groups we reach, while further expanding our product portfolio and AI capabilities, deepening our content offerings, diversifying our product ecosystem, and generating stronger synergies across our products. We believe this initiative will significantly enhance our market competitiveness and unlock substantial potential for future growth.

 

 

 

In addition, on behalf of the board of directors, I am pleased to announce the appointment of Mr. Teng Li from All Knowledge and Perfect Lingo as Co-Chief Executive Officer (Co-CEO) of iHuman, effective upon closing of the transactions. We are also pleased to welcome Ms. Congyu Lin as our new Chief Strategy Officer (CSO) to support the Company’s business development. Prior to joining iHuman, Ms. Congyu Lin held the position of Senior Vice President at Perfect World, and will bring her extensive experience in management and strategic planning to us. Mr. Li and Ms. Lin have each demonstrated outstanding leadership and deep expertise in their respective fields. Their addition will bring fresh energy and strategic vision to iHuman. We believe they will work closely with our existing management team to further drive the Company’s business development, open up broader market opportunities, and create more sustainable growth momentum,” Mr. Chi concluded.

 

Pursuant to the asset transfer agreements, the Company will conduct acquisition of the businesses and assets related to All Knowledge and Perfect Lingo, for considerations of RMB67.0 million and RMB27.0 million, respectively, subject to potential purchase price adjustments. The purchase prices would be adjusted downward to RMB51.0 million for All Knowledge and RMB21.0 million for Perfect Lingo if certain material adverse events occur. In addition, the sellers may be entitled to contingent earn-out payments of up to RMB29.0 million for All Knowledge and RMB12.0 million for Perfect Lingo in cash, subject to the achievement of certain financial conditions over the next three years. The Company engaged the valuation services of a “Big Four” accounting firm (the “Valuer”) to prepare an independent third-party valuation. The considerations were determined with the assistance of the Valuer. The Acquisitions, which constitute related party transactions due to the common control between the transferors and the Company, have been approved by the board of directors and the audit committee and are subject to customary closing conditions. The appointments of Mr. Teng Li and Ms. Congyu Lin have also been nominated by the Company’s nominating and corporate governance committee and approved by the board of directors.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Statements that are not historical facts, including statements about iHuman’s beliefs and expectations, are forward-looking statements. Among other things, the description of the management’s quotations in this announcement contains forward-looking statements. iHuman may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: iHuman’s growth strategies; its future business development, financial condition and results of operations; its ability to continue to attract and retain users, convert non-paying users into paying users and increase the spending of paying users, the trends in, and size of, the market in which iHuman operates; its expectations regarding demand for, and market acceptance of, its products and services; its expectations regarding its relationships with business partners; general economic and business conditions; regulatory environment; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in iHuman’s filings with the SEC. All information provided in this press release is as of the date of this press release, and iHuman does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

 

 

About iHuman Inc.

 

iHuman Inc. is a leading provider of tech-powered, intellectual development products in China that is committed to making the child-upbringing experience easier for parents and transforming intellectual development into a fun journey for children. Benefiting from a deep legacy that combines nearly three decades of experience in the parenthood industry, superior original content, advanced high-tech innovation DNA and research & development capabilities with cutting-edge technologies, iHuman empowers parents with tools to make the child-upbringing experience more efficient. iHuman’s unique, fun and interactive product offerings stimulate children’s natural curiosity and exploration. The Company’s comprehensive suite of innovative and high-quality products include self-directed apps, interactive content and smart devices that cover a broad variety of areas to develop children’s abilities in speaking, critical thinking, independent reading and creativity. Leveraging advanced technological capabilities, including 3D engines, AI/AR functionality, and big data analysis on children’s behavior & psychology, iHuman believes it will continue to provide superior experience that is efficient and relieving for parents, and effective and fun for children, in China and all over the world, through its integrated suite of tech-powered, intellectual development products.

 

For investor and media enquiries, please contact:

 

iHuman Inc. 

Mr. Justin Zhang 

Investor Relations Director 

Phone: +86-10-5780-6606 

E-mail: ir@ihuman.com

 

Christensen Advisory 

Ms. Alice Li 

Phone: +86-10-5900-1548 

E-mail: ihumangroup@christensencomms.com

 

 

FAQ

What businesses is iHuman Inc. (IH) acquiring in this 6-K?

iHuman is acquiring the businesses and assets related to two AI-driven learning products, All Knowledge and Perfect Lingo. All Knowledge focuses on humanities and AI literacy, while Perfect Lingo targets English vocabulary and pronunciation through real-life scenarios, video-based learning, and AI-powered assessment.

How much is iHuman Inc. (IH) paying for All Knowledge and Perfect Lingo?

iHuman agreed to pay aggregate consideration of RMB94.0 million for the businesses and assets of All Knowledge and Perfect Lingo. Individual considerations are RMB67.0 million for All Knowledge and RMB27.0 million for Perfect Lingo, with both amounts subject to potential purchase price adjustments.

What contingent earn-out payments are tied to iHuman Inc.’s (IH) acquisitions?

The sellers may receive contingent earn-out payments of up to RMB29.0 million for All Knowledge and RMB12.0 million for Perfect Lingo. These cash earn-outs depend on achieving specified financial conditions over the next three years following completion of the acquisitions.

What management changes accompany iHuman Inc.’s (IH) acquisitions?

Upon closing, Teng Li from All Knowledge and Perfect Lingo will become Co-Chief Executive Officer of iHuman. In addition, Congyu Lin, formerly a Senior Vice President at Perfect World, will join as Chief Strategy Officer to support business development and strategic planning.

How can the purchase price for iHuman Inc.’s (IH) acquisitions be adjusted?

The purchase prices are subject to downward adjustment if certain material adverse events occur. For All Knowledge, the price could be reduced from RMB67.0 million to RMB51.0 million, and for Perfect Lingo from RMB27.0 million to RMB21.0 million, according to the asset transfer agreements.

Filing Exhibits & Attachments

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