v3.26.1
Subsequent Events
6 Months Ended
Jul. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

20. Subsequent Events

The Company has identified the following subsequent events.

Midwestern

On August 3, 2026, the Company acquired the remaining 20% of outstanding equity interests of Midwestern (the “Midwestern II Acquisition”). The consideration totaled $6.6 million which consisted of: cash of $2.2 million, promissory notes of $3.4 million, and Company equity of $1.0 million. In connection with the acquisition, the parties terminated the call option agreement governing the remaining equity interests, thereby terminating all rights and obligations thereunder and resulting in the derecognition of the related call-option liability. The Midwestern II Acquisition simplified the Company’s ownership structure and enabled full operational, talent, and leadership integration of Midwestern.

 

Cedarstone Holdings, LLC

On August 5, 2026, the Company entered into an agreement and plan of merger (the “Cedarstone Agreement”) to acquire all of the outstanding equity of Cedarstone Consulting, LLC (“Cedarstone”), which is an integrated business services firm providing finance and development outsourcing services to nonprofit organizations. The acquisition is expected to advance the Company’s applied AI strategy by delivering essential business outcomes through expertly managed financial and donor operations that enhance the Company’s current product offerings. The Merger closed on August 11, 2026. Under the Cedarstone Agreement, the Company agreed to transfer 989,117 shares of Class A common stock of Gloo Holdings, Inc, to the sellers, net closing cash consideration of approximately $1.1 million and contingent consideration of up to $1.1 million. Other aspects of the purchase accounting have not been finalized as of the date the financial statements were issued.

Refinancing of Short Term Debt

On September 7, 2026, the Company entered into a Second Amendment to certain of its Amended and Restated Senior Secured Promissory Notes (as previously amended, the “Notes”), including the Note dated July 22, 2024 with FMAB Partners, LP, an entity affiliated with Jack Furst, a director of the Company, which extends the maturity date of the Notes to April 23, 2028. All other terms and conditions remain the same. The Form of Second Amendment to the Amended and Restated Senior Secured Promissory Note is filed herewith as Exhibit 10.1 and is incorporated herein by reference. As a result the Company reclassified $13.2 million from current debt to non-current debt on the condensed consolidated balance sheet as of July 31, 2026.