v3.26.1
Business Combination (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Total Purchase Price Consideration
The total purchase consideration was comprised of the following (in thousands):
Cash consideration payments to stockholders and option holders as of November 18, 2025
$787,392 
Estimated fair value of contingent consideration23,000 
Total purchase consideration
$810,392 
Schedule of Business Combination, Recognized Asset Acquired and Liability Assumed
The table below presents the preliminary estimated fair values of assets acquired and liabilities assumed on the acquisition date based on valuations and management estimates (in thousands). Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact our results of operations. We are still finalizing the allocation of the purchase price, therefore, the fair value estimates assigned to intangible assets, goodwill and the related tax impacts of the acquisition, among other items, are subject to change as additional information is received to complete our analysis and certain tax returns are finalized. As a result, the
preliminary estimates may be revised during the measurement period. These differences could change the value of the intangible assets acquired, the contingent liability assumed, and the tax impacts related to the acquisition and could have a material impact on our results of operations and financial position.
Amounts recognized as of acquisition date (as initially reported)
Measurement period adjustments (3)
Amounts recognized as of March 31, 2026 (as adjusted)
Assets acquired
Cash and cash equivalents$84,427 $710 $85,137 
Accounts receivable, net4,755 (2,831)1,924 
Prepaid expenses and other current assets879 — 879 
Total current assets90,061 (2,121)87,940 
Property and equipment, net7,338 — 7,338 
Operating lease right-of-use assets8,441 — 8,441 
Goodwill (1)
163,539 1,963 165,502 
Intangible assets705,000 — 705,000 
Other assets182 — 182 
Total assets acquired
$974,561 $(158)$974,403 
Liabilities assumed
Accounts payable$(929)$— $(929)
Accrued expenses and other current liabilities(26,803)158 (26,645)
Deferred revenue, current(5,674)— (5,674)
Operating lease liabilities, current(3,440)— (3,440)
Other current liabilities(51)— (51)
Total current liabilities(36,897)158 (36,739)
Deferred revenue, net of current portion(19,974)— (19,974)
Operating lease liabilities, net of current portion(4,484)— (4,484)
Other liabilities (2)
(102,816)— (102,816)
Total liabilities assumed$(164,171)$158 $(164,013)
Net assets acquired810,392 — 810,392 
Less cash acquired(84,427)(710)(85,137)
Total purchase price, net of cash acquired$725,965 $(710)$725,255 
(1)    Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected synergies of the combined operations and the assembled workforce acquired in the acquisition. Goodwill recognized as a result of the acquisition is not expected to be deductible for tax purposes.
(2)    Includes $102.8 million of deferred tax liabilities.
(3) The measurement period adjustments have been recorded to reflect facts and circumstances that existed as of the acquisition date.
Schedule of Acquired Finite-Lived Intangible Assets by Major Class Useful lives and preliminary values are presented in the table below.
Amount (in thousands)
Useful life (years)
Hypercon developed technology platform
$230,000 15
Customer relationships
470,000 15
Trade name
5,000 15
Estimated fair value of intangible assets acquired
$705,000