v3.26.1
Business Combinations
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
On May 16, 2025, Weave acquired all outstanding shares of Vidurama, Inc. (“TrueLark”), an AI-powered receptionist and front-desk automation platform provider for total consideration of $35.9 million. Total consideration includes $2.3 million which was held back for indemnification and working capital purposes; of this amount, $0.5 million cash was held back for a period of 90 days following the acquisition for working capital adjustments. The total obligation owed after the 90-day holdback period has been paid in accordance with the agreement. $1.6 million will be held back for a 12-month indemnification period, comprised of $0.5 million of the Company’s common stock, or 49,967 shares, and $1.1 million cash. These shares of common stock are considered outstanding for the purposes of calculating earnings per share (see Note 14) and the value of the shares is included in additional paid-in capital on the unaudited condensed consolidated balance sheets. The Company is entitled to retain $0.2 million of the remaining cash holdback for a period of six years in order to resolve all indemnification claims made during the allowable time period. The acquisition did not have a material effect on the Company’s revenue or earnings in the unaudited condensed consolidated statements of operations and comprehensive loss for the reporting periods presented, nor would the presentation of combined unaudited financial results on a pro-forma basis for the prior two years be material. The Company accounted for the acquisition as a business combination. The following table summarizes the amount of the aggregate purchase consideration and the allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.
The allocation of the purchase price was as follows (in thousands):
Consideration transferred
Cash paid$23,549 
Equity issued10,041 
Holdback amount2,325 
Total purchase consideration$35,915 
Identifiable assets acquired
Cash231 
Accounts receivable107 
Prepaid expenses and other assets597 
Intangible assets: developed technology4,300 
Intangible assets: customer relationships2,300 
Intangible assets: trademarks and trade names1,400 
Total assets acquired$8,935 
Liabilities assumed
Accounts payable and accrued liabilities2,333 
Deferred revenue152 
Total liabilities assumed$2,485 
Goodwill29,465 
Total purchase consideration$35,915 
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill for an amount of $29.5 million. The goodwill generated from the transaction is attributable to the expected synergies to be achieved upon consummation of the business combination and the assembled workforce value. No amount of goodwill is expected to be deductible for tax purposes. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions using the income approach. Customer relationships were valued under the multi-period excess earnings method, which assumes that the value of intangible assets is equal to the present value of the incremental after-tax cash flows attributable specifically to the intangible assets. Developed technology and trademarks and trade names were valued under the relief from royalty method, which assumes value to the extent that the acquired company is relieved of the obligation to pay royalties for the benefits received from them.
Developed technology represents the estimated fair value of the acquired existing technology and is being amortized over an estimated useful life of five years. Amortization of developed technology is included in cost of goods sold in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Customer relationships represent the estimated fair value of the acquired customer bases and are amortized over an estimated useful life of seven years. The trade names acquired are amortized over an estimated useful life of seven years. Amortization of customer relationships and trade names is included in sales and marketing expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.
Pursuant to the definitive agreement for the business combination, certain key TrueLark employees were granted performance-based restricted stock unit awards (“PRSUs”) that will vest upon TrueLark’s achievement of certain revenue milestones in the first and second twelve-month periods following the acquisition, subject to the recipients’ continued employment with the Company through such dates. The recipients of these awards are eligible to receive two potential payouts of up to $5.0 million each, settled
in up to 1,000,000 shares of the Company’s common stock, on each of the last days of the month following the first and second anniversaries of the merger. Because these payouts are dependent on continued employment with the Company in the post-acquisition period, the Company determined that the related cost must be recognized as an operating expense in the post-acquisition period, and no portion was accounted for as part of the purchase consideration. These awards are deemed to be liability-classified awards. As of December 31, 2025, the service based vesting requirements for both potential payouts associated with the PRSUs were not met and all previously recognized stock-based compensation expense of $2.7 million was reversed, along with the associated liability of the same amount within other long-term liabilities on the unaudited condensed consolidated balance sheets. No additional stock-based compensation expense associated with these awards has been recognized during the three months ended March 31, 2026.