On March 17, 2025, the Company consummated its previously announced merger with Fin Technologies, Inc. dba MANTL (“MANTL”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated February 27, 2025 with MANTL surviving as a wholly owned subsidiary of the Company. MANTL provides onboarding and account opening solutions that allow financial institutions to acquire commercial, business and retail customers through a variety of channels for many deposit account types.

The aggregate consideration paid in exchange for all of the outstanding equity interests of MANTL was approximately $375 million, net of cash acquired (the "Merger Consideration"). A portion of the Merger Consideration of approximately $9.1 million was placed into escrow to secure certain post-closing obligations as defined in the Merger Agreement.

As of March 31, 2025, the allocation of the purchase price for MANTL has not been finalized, and the one-year measurement period has not ended. The preliminary purchase price allocations are based upon the preliminary valuation of assets and liabilities. These estimates and assumptions are subject to change as the Company obtains additional information during the measurement period. The following table summarizes the fair value amounts recognized as of the acquisition date for each major class of asset acquired or liability assumed:


(in thousands)	Preliminary Fair Value as of March 17, 2025
Cash	$	2,784
Trade accounts receivables	1,479
Prepaid expenses and other current assets	2,826
Property and equipment, net	217
Goodwill	252,108
Intangible assets	153,500
Right-of-use assets	336
Total assets acquired	$	413,250
Accounts payable	$	1,653
Accrued liabilities	1,163
Lease liabilities, current portion	180
Deferred revenues, current portion	12,056
Deferred tax liability	8,836
Lease liabilities, net of current portion	167
Deferred revenues, net of current portion	10,091
Total liabilities assumed	34,146
Net assets acquired	$	379,104
Less cash acquired	(2,784)
Less stock-based compensation replacement awards related to merger consideration and attributable to pre-combination services	(821)
Total cash consideration for acquisition, less cash acquired	$	375,499


	Weighted-Average Amortization Period	Total
	(in years)	(in thousands)
Customer relationships	15	$	72,500
Developed technology	5	75,300
Tradenames	10	5,700
Total identifiable intangible assets		$	153,500

Goodwill resulted from the acquisition as it is intended to augment and diversify the Company’s single reportable segment and provide a complimentary solution to its existing platform offering. The Company accounted for the acquisition as a business combination. As a result of the acquisition of the stock of MANTL, the goodwill is not deductible for tax purposes.

The Company estimated and recorded a net deferred tax liability of $8.8 million after offsetting the acquired available tax attributes with the identifiable intangible assets shown in the table above. Refer to Note 10 for discussion of the partial release of the Company’s pre-existing valuation allowance relating to the net deferred tax liability.

In connection with the acquisition of MANTL, the vesting of certain outstanding unvested equity awards was accelerated. These awards were settled in cash upon the closing of the transaction and were accounted for as post-combination stock-based compensation expense. As a result, the Company recognized stock-based compensation expense of $3.9 million, of which $1.0 million, $1.0 million, $0.3 million, and $1.6 million are included in cost of revenues, research and development, sales and marketing, and general and administrative, respectively, within the condensed consolidated statements of operations for the three months ended March 31, 2025.