Acquisition |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Business Combination [Abstract] | |
| Acquisition | NOTE 5. Acquisition The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Acquisition-related expenses are expensed when incurred. The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration. The unpaid amounts of these liabilities are included in the acquisition-related liabilities on the condensed unaudited consolidated balance sheets as of June 30, 2026 and December 31, 2025. Marigold’s Enterprise Business On September 27, 2025, the Company entered into a Purchase Agreement with Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”) to acquire the Sellers’ enterprise business (“Marigold’s Enterprise Business”). The Company closed this acquisition on November 24, 2025 (the “Closing”). The Company concluded that the transaction represents an acquisition of a business under ASC 805, Business Combinations. The fair value of the aggregate purchase consideration for the Marigold’s Enterprise Business acquisition was $303,608, including $13,394 paid for cash acquired as part of this acquisition. The Company paid $89,101 (net of cash acquired) and issued 5,329,070 shares of Class A Common Stock with the remaining consideration as seller notes (the “Seller Notes”). During the three and six months ended June 30, 2026, the Company made cash payments of $3,811 and $50,811, respectively, related to the Seller Notes and the working capital adjustment under the Purchase Agreement. During the six months ended June 30, 2026, the Company also issued 3,905,904 shares of Class A Common Stock valued at $66,322 in settlement of the Seller Notes. The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company has recognized $79,780 as customer relationships intangibles, $52,120 as completed technologies, $12,340 as tradenames, $209,674 as goodwill, and $50,306 as other net liabilities associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 6.02 years.
Prior to the acquisition, Marigold’s Enterprise Business was a global marketing software business. The principal activities of Marigold’s Enterprise Business consisted of loyalty services, development and provision of marketing technologies, including email marketing software to marketers and agencies both domestically and overseas. Marigold’s Enterprise Business primarily focuses on enterprise customers with sophisticated, large-scale and complex requirements. The Company incurred nil, $1,666 and $20,281 as acquisition-related expenses related to this acquisition during the three and six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Goodwill acquired by the Company in its Marigold’s Enterprise Business acquisition is not deductible for tax purposes. |