v3.25.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

Share Issuance

On April 30, 2025, the Company issued 207,840 shares of common stock under its employee stock purchase plan at a purchase price of $6.96 per share representing a 15% discount on the closing price of $8.19 on the ending date of the offering period for an aggregate of $1,447. The purchase price is based on the lower of the fair market value of the Company's common stock at the grant date or purchase date.

Proposed Plan of Merger

On May 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Arrow Borrower 2025, Inc., a Delaware corporation (“Parent”), and Arrow Merger Sub 2025, Inc., a Delaware corporation and a wholly owned

subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are subsidiaries of an investment fund affiliated with TPG Global, LLC. Corpay, Inc. will also be a direct or indirect investor in Parent.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and by virtue of the Merger, each share of common stock that is issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement), will be automatically canceled and converted into the right to receive cash in an amount equal to $10.00 (as may be adjusted as pursuant to the Merger Agreement), payable to the holder thereof, without interest, subject to any required withholding of taxes.

The Merger is expected to close in the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions, including receipt of required approval by the Company’s stockholders and certain specified antitrust and money transmitter license approvals. If the Merger is consummated, the common stock of the Company will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended, and the Company will become a privately held company.

The Company expects to incur additional expenses relating to the Merger, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. During the three months ended March 31, 2025, in connection with the Merger, the Company incurred approximately $2,141 of transaction-related expenses, reported in general and administrative expense in the Company’s unaudited consolidated statements of operations. In the event that the Merger is terminated under certain circumstances set forth in the Merger Agreement, the Company may also be required to pay a termination fee to Parent of $78,000, or may be entitled to receive a termination fee of $133,000 from Parent.