v3.26.1
Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations
7.
Business Combinations
Acquisition of Marlin9 Holdings, Inc.

On April 30, 2025, pursuant to a Stock Purchase Agreement, the Company acquired a 100% ownership interest in Marlin9 Holdings, Inc. which operates as Wynshop (“Wynshop”), a provider of ecommerce retail solutions for grocers and retailers. The acquisition builds upon the Company’s relationships with retail partners and reinforces the Company’s continued commitment to providing retailers with cutting-edge tools and technologies that help drive their business growth.

The purchase consideration was $106 million in cash. The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:

Fair Value
(in millions)
Current assets
$
4 
Goodwill
75 
Intangible assets
40 
Other assets
1
Total assets acquired
121
Total liabilities assumed
(14)
Net assets acquired
$
106 

Acquisition-related expenses were immaterial and expensed as incurred and included within general and administrative expense in the condensed consolidated statements of operations.
The fair value of identified intangible assets and their respective useful lives as of the time of acquisition were as follows:

Amount
Weighted-Average Useful Life
(in millions)
(in years)
Customer relationships
$
39 
10
Developed technology
1
2
Trademark
1
2
Total intangible assets
$
40 

The overall weighted-average useful life of the identified amortizable intangible assets at the time of acquisition was ten years.

Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the monetization opportunities from the Company’s current and future offerings and the value of the assembled workforce. Goodwill recognized from the acquisition is not deductible for tax purposes.

The estimated fair values of the customer relationships, developed technology, and trademark were determined based on the present value of cash flows to be generated by those existing intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions including revenue and cash flow forecasts, customer attrition, customer base and growth rates, and discount rates.

The Company concluded the purchase accounting for the acquisition during the three months ended June 30, 2026. During the measurement period, the Company recorded immaterial purchase price adjustments resulting in an increase to goodwill.

The results of operations of the business combination have been included in the Company’s condensed consolidated financial statements from the date of acquisition. Wynshop’s results of operations for periods prior to the acquisition were immaterial to the Company’s condensed consolidated statements of operations and, accordingly, historical and pro forma disclosures have not been presented.