What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-01 compared with 2024-10-31 · 146 added, 157 removed, 257 unchanged (54% of the section changed)

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Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies.

These statements often include words such as “anticipates,” “expects,” “suggests,” “plans,” “believes,” “intends,” “estimates,” “targets,” “projects,” “seeks,” “should,” “can,” “could,” “would,” “may,” “will,” “forecasts” “strategy,” “future,” “likely” or the negative of these terms or other similar expressions.

These statements often include words such as “anticipates,” “commits,” “expects,” “suggests,” “plans,” “believes,” “intends,” “estimates,” “targets,” “projects,” “seeks,” “should,” “can,” “could,” “would,” “may,” “will,” “forecasts” “strategy,” “future,” “likely” or the negative of these terms or other similar expressions.

We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time.

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• our dependence on the data centers operated by third parties and third-party internet hosting providers;

• defects, errors or performance problems associated with our solutions;

• defects, errors or other performance problems associated with our solutions;

• retaining our management team and key employees and recruiting and retaining new employees;

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• natural or man-made disasters;

• use and reliance upon technology and development resources in India;

• environmental and social matters;

• cybersecurity breaches or other compromises of our security measures or those of third parties upon which we rely;

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• evolving technological requirements and changes and additions to our solution offerings;

• the political, economic and competitive conditions in the markets and jurisdictions where we operate;

• regulations and laws applicable to us, our clients and our solutions;

• reliance on the development of the market for digital banking solutions;

• regulations and laws applicable to us, our clients and our solutions, including the impact of tariff and trade policies on us and our clients;

• protecting our intellectual property rights and defending ourselves against claims that we are misappropriating the intellectual property rights of others;

• using open-source software in our solutions or risks resulting in the disclosure our proprietary source code to our clients;

• using open-source software in our solutions or risks resulting in the disclosure of our proprietary source code to our clients;

• complying with license or technology agreements with third parties and our ability to enter into additional license or technology agreements on reasonable terms;

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• our limited operating history, our history of operating losses and our ability to use our net operating loss carryforwards;

• risks from our indebtedness and liabilities;

• our ability to raise sufficient capital and the resulting dilution and the terms of our Amended Credit Agreement (as defined below);

• our status as an emerging growth company;

• our ability to raise necessary funds to repurchase the 2030 Convertible Notes (as defined below) or to pay any cash amounts due upon their maturity or conversion;

• counterparty risk with respect to the Capped Calls (as defined below);

• unanticipated changes in tax laws or regulations;

• loss of emerging growth company status;

• future strategic initiatives, including acquisitions of businesses and strategic investments;

• future sales of shares of our common stock, our lack of an intention to pay dividends and significant influence of our principal stockholders;

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We have invested significant resources to build a technology stack that prioritized innovation velocity and speed-to-market given the importance of product depth and functionality in winning and retaining clients.

In fiscal 2020, we acquired ACH Alert, LLC (“ACH Alert”) to pursue adjacent product opportunities, such as fraud prevention and to expand our addressable market.

In addition, in September 2021, we acquired MK Decisioning Systems, LLC (“MK”), a technology platform for digital account opening, credit card and loan origination solutions.

In October 2020, we acquired ACH Alert, LLC (“ACH Alert”) to pursue adjacent product opportunities, such as fraud prevention and to expand our addressable market.

In September 2021, we acquired MK Decisioning Systems, LLC (“MK”), a technology platform for onboarding and account opening, credit card and loan origination solutions.

In April 2022, we acquired Segmint, Inc.

(“Segmint”), a leading cloud-based financial data analytics and transaction data cleansing provider.

In March 2025, we acquired Fin Technologies, Inc., dba MANTL (“MANTL”), an onboarding and account opening solutions provider that allow financial institutions to acquire commercial, business and retail customers through a variety of channels for many deposit account types.

During 2024, we established a new subsidiary in India to support potential future operational needs.

As of March 31, 2025, this entity had immaterial operations and did not have a significant impact on our consolidated financial results.

We will continue to assess the impact of this entity as operations evolve.

Our domain expertise in retail and business banking has enabled us to develop a suite of products tailored to address key challenges faced by FIs.

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• Integrations :

Scalability and extensibility driven by more than 300 real-time integrations to back-office systems and third-party fintech solutions as of September 30, 2024 , including core systems, payment cards, mortgages, bill pay, electronic documents, money movement, personal financial management and account opening.

Scalability and extensibility driven by more than 300 real-time integrations to back-office systems and third-party fintech solutions as of March 31, 2025 , including core systems, payment cards, mortgages, bill pay, electronic documents, money movement, personal financial management and account opening.

• Deep data capabilities :

Data synchronized and stored from back-office systems and third-party fintech solutions and synthesized into meaningful insights, targeted content, and other areas of monetization.

The Alkami Digital Banking Platform offers an end-to-end set of software products.

Our typical relationship with an FI begins with a set of core functional components, which can extend over time to include a rounded suite of products across account opening, marketing, data insights, card experience, money movement, customer service, commercial banking, financial wellness, security and fraud protection and extensibility.

The Alkami Digital Banking Platform offers an end-to-end set of digital banking products.

Our typical relationship with an FI begins with a set of core functional components, which can extend over time to include a rounded suite of products across account opening, marketing, data insights, card experience, money movement, customer service, business banking, financial wellness, security and fraud protection and extensibility.

We primarily go to market through an internal sales force.

Given the long-term nature of our Alkami Digital Banking Platform contracts, a typical sales cycle can range from approximately three to 12 months, with the subsequent implementation timeframe generally ranging from six to 12 months depending on the depth of integration.

We derive our Alkami Digital Banking Platform revenues almost entirely from multi-year contracts that are based on an average contract life of approximately 70 months as of September 30, 2024.

We derive our Alkami Digital Banking Platform revenues almost entirely from multi-year contracts that are based on an average contract life of approximately 70 months as of March 31, 2025.

We predominantly employ a per-registered-user pricing model, with incremental fees above certain contractual client minimum commitments for each licensed solution.

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Similarly, we continue to expand our sales and marketing organization focusing on new client wins, cross-selling opportunities and client renewals.

For the three months ended September 30, 2024 and 2023, our total revenues were $85.9 million and $67.7 million, respectively, representing a 26.9% increase period-over-period.

For the nine months ended September 30, 2024 and 2023, our total revenues were $244.2 million and $193.5 million, respectively, representing an increase of 26.2% period-over-period.

SaaS subscription revenues, as further described below, represented 95.5% and 95.6% of total revenues for the three and nine months ended September 30, 2024, respectively, and 95.7% and 94.8% of total revenues for the three and nine months ended September 30, 2023, respectively.

We incurred net losses of $9.4 million and $33.2 million for the three and nine months ended September 30, 2024, respectively, and net losses of $15.5 million and $50.2 million for the three and nine months ended September 30, 2023, respectively, largely on the basis of significant continued investment in sales, marketing, product development and post-sales client activities.

For the three months ended March 31, 2025 and 2024, our total revenues were $97.8 million and $76.1 million, respectively, representing a 28.5% increase period-over-period.

SaaS subscription revenues, as further described below, represented 94.9% and 95.9% of total revenues for the three months ended March 31, 2025 and 2024, respectively.

We incurred net losses of $7.8 million and $11.4 million for the three months ended

March 31, 2025 and 2024, respectively, largely on the basis of significant continued investment in sales, marketing, product development and post-sales client activities.

Recent Developments

Second Amendment to Amended and Restated Credit Agreement:

On July 1, 2024, the Company entered into a Second Amendment to its Amended and Restated Credit Agreement dated as of April 29, 2022, which, among other things, extended the maturity date of the revolving commitment, increased the amount of the revolving loan commitment, increased the according feature, and modified certain existing covenants.

See Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements for additional details.

Secondary Offering of Common Stock:

On August 8, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P.

Morgan Securities LLC and entities affiliated with General Atlantic, L.P., S3 Ventures Fund III, L.P., George B.

Kaiser and Brian R.

Smith (collectively, the “Selling Stockholders”), relating to an underwritten secondary offering (the “Offering”) of an aggregate of 5 million shares (the “Shares”) of the Company’s common stock.

Pursuant to the Underwriting Agreement, the Selling Stockholders sold all 5 million Shares.

The Offering closed on August 12, 2024, and the Company did not receive any of the proceeds from the sale of the Shares by the Selling Stockholders.

Merger with MANTL.

On March 17, 2025, the Company consummated its previously announced merger with MANTL, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated February 27, 2025, with MANTL surviving as a wholly owned subsidiary of the Company.

MANTL provides onboarding and account opening solutions that allow financial institutions to acquire commercial, business and retail customers through a variety of channels for many deposit account types.

The aggregate consideration paid in exchange for all of the outstanding equity interests of MANTL was approximately $375 million, net of cash acquired.

Approximately $9.1 million of the consideration was placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement.

See Note 3 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional details.

Third Amendment to Amended and Restated Credit Agreement.

In connection with the acquisition of MANTL, on February 27, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to its Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”), which, among other things, extended the maturity date of the revolving commitment, increased the amount of the revolving loan commitment, extended the Financial Covenant Trigger Date (as defined therein), reduced the applicable interest rate margins, permitted the acquisition of MANTL pursuant to the terms of the Merger Agreement, permitted certain convertible indebtedness and equity derivative transactions, subject to certain restrictions, and modified certain covenants.

See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

Issuance of Convertible Senior Notes.

On March 13, 2025, the Company issued $345 million principal amount of its 1.50% Convertible Senior Notes due 2030 (the “2030 Convertible Notes” or “Notes”).

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”).

Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes.

The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.

See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements.

Factors Affecting our Operating Results

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A key part of our strategy is to grow our FI client base.

As of September 30, 2024, we served 266 FIs through the Alkami Digital Banking Platform and over 700 clients when including unique clients only subscribing to one or a combination of ACH Alert, MK or Segmint products.

As of March 31, 2025, we served 278 FIs through the Alkami Digital Banking Platform and more than 850 clients when including unique clients only subscribing to one or a combination of ACH Alert, Segmint, or MANTL products.

Each of our digital banking client wins is a competitive takeaway, and as such, our historical ability to grow our client base has been a function of product depth, technological excellence and a sales and marketing function able to match our solutions with the strategic objectives of our clients.

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The depth of our product suite is a function of technology and platform partnerships.

Our platform model with more than 300 integrations as of September 30, 2024 enables us to deliver thousands of configurations aligned with the digital platform strategies adopted by our clients.

Our platform model with more than 300 integrations as of March 31, 2025 enables us to deliver thousands of configurations aligned with the digital platform strategies adopted by our clients.

We expect our future success in winning new clients to be partially driven by our ability to continue to develop and deliver new, innovative products to FI clients in a timely manner.

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Client renewals are also an important lever in driving our long-term gross margin targets, as we generally achieve approximately 70% gross margin upon renewal.

We had 14 and 26 client renewals for the three and nine months ended September 30, 2024, respectively.

We had 4 client renewals for the three months ended March 31, 2025.

We expect client renewals to continue to play a key role in our future success.

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Our single code base, built on a multi-tenant infrastructure and combined with continuous software delivery enables us to bring new, innovative products to market quickly and positions us with what we believe is market-leading breadth in terms of product offerings and feature sets.

We remain committed to investing in our platform, notably through our research and development spend, which was 28.1% and 29.0% of our revenues for the three and nine months ended September 30, 2024, respectively.

We remain committed to investing in our platform, notably through our research and development spend, which was 27.5% and 30.0% of our revenues for the three months ended March 31, 2025 and March 31, 2024, respectively.

Our future success will depend on our continued leadership in innovation.

Components of Results of Operations

Our client relationships are predominantly based on multi-year contracts for the Alkami Digital Banking Platform that have had an average contract life of approximately 70 months as of September 30, 2024.

We derive the majority of our revenues from SaaS subscription services charged for the use of our digital banking solution.

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These fees are not distinct from the underlying licensed SaaS subscription services.

As a result, we recognize the resulting revenues on a straight-line basis over the client’s initial agreement term for our licensed SaaS solutions,

commencing upon launch.

As a result, we recognize the resulting revenues on a straight-line basis over the client’s initial agreement term for our licensed SaaS solutions, commencing upon launch.

Occasionally, our clients request custom development and other professional services, which we provide.

These are generally one-time requests and involve unique, non-standard features, functions or integrations that are intended to enhance or modify their licensed SaaS solutions.

These are generally one-time requests and involve unique, non-standard features, functions, conversions, or integrations that are intended to enhance or modify their licensed SaaS solutions.

We recognize revenues at the point in time the services are transferred to the client.

The following table disaggregates our revenues for the three and nine months ended September 30, 2024 and 2023 by major source:

Three months ended September 30,

Nine months ended September 30,

The following table disaggregates our revenues for the three months ended March 31, 2025 and 2024 by major source:

Three months ended March 31,

(in thousands) 2025 2024

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We expect cost of revenues to continue to grow in absolute dollars as we grow our business, but to vary as a percentage of revenues from period to period as a function of the utilization of implementation and support personnel and the extent to which we recognize fees from bill-pay services and other third-party functionality integrated into our solutions.

Our gross margin for the three and nine months ended September 30, 2024 was 58.9% and 58.7%, respectively, and 54.0% and 53.8% for the three and nine months ended September 30, 2023, respectively.

The major components of cost of revenues are represented in the following table as percentages of revenues for the three and nine months ended September 30, 2024 and 2023, respectively:

Three months ended September 30,

Nine months ended September 30,

Our gross margin for the three months ended March 31, 2025 and 2024 was 59.0% and 57.8%, respectively.

The major components of cost of revenues are represented in the following table as percentages of revenues for the three months ended March 31, 2025 and 2024, respectively:

Three months ended March 31,

(Cost component as a % of revenue) 2025 2024

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Stock-based compensation 2.7 % 1.6 %

Depreciation — % 0.1 % — % 0.1 %

Operating Expenses

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Amortization of acquired intangibles represents the amortization of intangible assets recorded in connection with our business acquisitions, which are amortized on a straight-line basis over the estimated useful lives of the related assets.

Loss on impairment of intangible assets.

Loss on impairment of intangible assets related to the impact of the acquisition of MANTL to certain historical developed technology, customer relationships and capitalized developed software assets.

Non-operating Income (Expense)

Non-operating income (expense) consists primarily of interest income from our cash balances, interest expense from borrowings under our revolving line of credit, amortization of deferred debt costs, unrealized gains or losses on marketable securities and realized gains on sales of marketable securities.

Provision for Income Taxes

(Benefit from) Provision for Income Taxes

Our effective tax rate differs from the statutory tax rate primarily due to the impact of the valuation allowance against our deferred tax assets and state tax expense.

As a result of our valuation allowance, provision for income taxes consists primarily of state income taxes and deferred taxes related to the tax amortization of acquired goodwill.

As a result of our valuation allowance, benefit from income taxes consists primarily of state income taxes and deferred taxes related to the tax amortization of acquired goodwill, offset by a deferred tax benefit attributable to the partial release of the Company’s pre-existing valuation allowance related to the MANTL business combination.

See Notes 3 and 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Results of Operations

The results of operations presented below should be reviewed in conjunction with the condensed consolidated financial statements and notes included elsewhere in this filing.

The following table presents our selected condensed consolidated statements of operations data for the three and nine months ended September 30, 2024 and 2023.

Three months ended September 30,

Nine months ended September 30,

The financial results of MANTL, for the period of March 18, 2025 through March 31, 2025, are included in the Company’s condensed consolidated financial statements and notes.

The following table presents our selected condensed consolidated statements of operations data for the three months ended March 31, 2025 and 2024.

Three months ended March 31,

(in thousands) 2025 2024

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Amortization of acquired intangibles 568 359

Loss on impairment of intangible assets 1,655 —

Total operating expenses 73,156 56,397

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(15,101) (11,244)

Provision (benefit) for income taxes (19) 39 355 323

(Benefit from) provision for income taxes (7,285) 189

$ (7,816) $ (11,433)

(1) Includes amortization of acquired technology of $1.3 million for both the three months ended September 30, 2024 and 2023, and $4.0 million for both the nine months ended September 30, 2024 and 2023.

(1) Includes amortization of acquired technology of $1.9 million and $1.3 million for the three months ended March 31, 2025 and 2024, respectively.

(2) Includes stock-based compensation expenses as follows:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2025 2024

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The following table presents our reconciliation of GAAP net loss to adjusted EBITDA for the periods indicated.

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2025 2024

Net loss $ (7,816) $ (11,433)

Provision (benefit) for income taxes (19) 39 355 323

(Benefit from) provision for income taxes (7,285) 189

Gain on financial instruments — (112)

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Stock-based compensation expense 20,002 13,552

Secondary offering costs (1)

Acquisition-related expenses 2,378 60

Loss on impairment of intangible assets 1,655 —

Adjusted EBITDA (1)

$ 12,069 $ 3,809

(1) Pursuant to the requirements of the Fourth Amended and Restated Investors’ Rights Agreement, dated as of September 24, 2020, by and among the Company and the investors listed therein, the Company incurred secondary offering costs on behalf of the Selling Stockholders related to the Offering.

(1) Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity.

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Adjusted EBITDA is a non-GAAP financial measure and should not be considered an alternative to GAAP net loss as a measure of operating performance or as a measure of liquidity.

We define adjusted EBITDA as net loss before provision (benefit) for income taxes;

We define adjusted EBITDA as net loss before (benefit from) provision for income taxes;

gain on financial instruments;

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stock-based compensation expense;

secondary offering costs;

and acquisition-related expenses.

acquisition-related expenses;

and loss on impairment of intangible assets.

We believe adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

Adjusted EBITDA was $8.3 million and $16.7 million for the three and nine months ended September 30, 2024, respectively, and $0.8 million and $(4.6) million for the three and nine months ended September 30, 2023, respectively.

Annual Recurring Revenue (ARR).

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We believe ARR provides important information about our future revenue potential, our ability to acquire new clients, and our ability to maintain and expand our relationship with existing clients.

ARR was $342.1 million as of September 30, 2024 and $275.0 million as of September 30, 2023, an increase of $67.1 million, or 24.4%.

Registered Users.

We define a registered user as an individual or business related to an account holder of an FI client on our digital banking platform who has registered to use one or more of our solutions and has current access to use those solutions as of the last day of the reporting period presented.

We define a registered user as an individual or business related to an account holder of an FI client on our digital banking platform and has access as of the last day of the reporting period presented.

We exclude individuals or businesses that solely use the products and services of our acquisitions.

We price our digital banking platform based on the number of registered users, so as the number of registered users of our digital banking platform increases, our ARR grows.

We believe growth in the number of registered users provides important information about our ability to expand market adoption of our digital banking platform and its associated software products, and therefore to grow revenues over time.

We had 19.5 million registered users as of September 30, 2024 and 16.9 million as of September 30, 2023, an increase of 2.6 million, or 15.4%.

Revenue per Registered User (RPU).

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We believe RPU provides important information about our ability to grow the number of software products adopted by new clients over time, as well as our ability to expand the number of software products that our existing clients add to their contracts with us over time.

RPU was $17.54 as of September 30, 2024 and $16.28 as of September 30, 2023, an increase of $1.26, or 7.7%.

Comparison of Three and Nine Months ended September 30, 2024 and 2023

Three months ended September 30,

Change Nine months ended September 30,

Comparison of Three Months ended March 31, 2025 and 2024

Three months ended March 31,

(in thousands) 2025 2024 $ %

Revenues $ 97,835 $ 76,127 $ 21,708 28.5 %

September 30,

Annual Recurring Revenue (ARR) $ 403,885 $ 302,659 $ 101,226 33.4 %

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Revenue per Registered User (RPU) $ 19.74 $ 16.71 $ 3.03 18.1 %

Revenues increased $18.2 million, or 26.9%, and $50.7 million, or 26.2%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

The increase of $18.2 million in revenues for the three months ended September 30, 2024 was primarily due to registered user growth from new and existing clients, and RPU growth.

The increase of $50.7 million for the nine months ended September 30, 2024 was primarily due to registered user growth of 2.6 million when compared to September 30, 2023, comprised of 1.4 million in registered user growth from existing clients and 1.2 million in registered users from new clients implemented through our digital banking platform (contractual minimums).

In addition, increased revenues were due to RPU growth of 7.7% when compared to September 30, 2023.

Revenues increased $21.7 million, or 28.5%, for the three months ended March 31, 2025 compared to the same period in 2024.

The increase of $21.7 million for the three months ended March 31, 2025 was primarily due to registered user growth of 2.3 million when compared to March 31, 2024, comprised of 1.3 million in registered user growth from existing clients and 1.2 million in registered users from new clients implemented through our digital banking platform (contractual minimums), net of attrition of 0.2 million.

In addition, increased revenues were due to RPU growth of 18.1% when compared to March 31, 2024.

RPU growth was primarily driven by cross-sell activity to existing clients and higher average RPU of new clients implemented on our digital banking platform compared to aggregate RPU.

The average RPU of users from new clients implemented on our digital platform in the last 12 months of $19.12 as of September 30, 2024, is 9.0% higher than the aggregate RPU as of September 30, 2024.

Cost of Revenues and Gross Margin

Three months ended September 30,

Change Nine months ended September 30,

The average RPU of users from new clients implemented on our digital platform in the last 12 months of $20.15 as of March 31, 2025, is 2.1% higher than the aggregate RPU as of March 31, 2025.

The revenue contribution from the MANTL acquisition was $1.4 million.

Cost of Revenues

Three months ended March 31,

(in thousands) 2025 2024 $ %

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Percentage of revenues 41.0 % 42.2 % (1.2)% (2.8)%

Cost of Revenues

Cost of revenues increased $4.1 million, or 13.3%, and $11.5 million, or 12.8%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

Our revenue growth outpaced our cost of revenues growth, leading to an improved gross margin of 58.9% and 58.7% for the three and nine months ended September 30, 2024, respectively, compared to a gross margin of 54.0% and 53.8% for the same periods in 2023, respectively.

The increase in cost of revenues for the three months ended September 30, 2024 was primarily driven by $4.2 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform and $0.3 million in higher various other costs.

These expenses were partially offset by lower hosting costs of $0.4 million.

The increase in cost of revenues for the nine months ended September 30, 2024 was primarily driven by $10.7 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform and $1.1 million in higher various other costs.

These expenses were partially offset by lower hosting costs of $0.3 million.

Cost of revenues increased $8.0 million, or 24.9%, for the three months ended March 31, 2025 compared to the same period in 2024.

Our revenue growth outpaced our cost of revenues growth, leading to an improved gross margin of 59.0% for the three months ended March 31, 2025, compared to a gross margin of 57.8% for the same period in 2024.

The increase in cost of revenues for the three months ended March 31, 2025, was primarily driven by $3.8 million in higher costs of our third-party partners where we resell their solutions as part of the digital platform, a $3.2 million increase in personnel-related costs (which includes stock-based compensation of $1.5 million, of which $1.0 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), a $0.5 million increase in amortization of intangible assets, primarily related to the acquisition of MANTL, $0.2 million in higher hosting costs, and net other miscellaneous costs of $0.3 million.

Operating Expenses

Three months ended September 30,

Change Nine months ended September 30,

Three months ended March 31,

2025 2024 $ %

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Amortization of acquired intangibles 568 359 209 58.2 %

Loss on impairment of intangible assets 1,655 — 1,655 100.0 %

Total operating expenses $ 73,156 $ 56,397 $ 16,759 29.7 %

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Research and Development

Research and development expenses increased $2.4 million, or 10.9%, and $7.7 million, or 12.2%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

For the three months ended September 30, 2024, the increase was primarily due to $1.4 million in higher costs for consulting and a $1.4 million increase in personnel-related costs (which includes stock-based compensation of $0.4 million), resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation.

In addition, we incurred $0.3 million in higher hosting costs.

These expenses were partially offset by lower various other net costs of $0.7 million.

For the nine months ended September 30, 2024, the increase was primarily due to $3.9 million in higher costs for consulting, a $3.8 million increase in personnel-related costs (which includes stock-based compensation of $0.9 million), resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation and $0.7 million in higher hosting costs.

These expenses were partially offset by lower various other net costs of $0.6 million.

Research and development expenses increased $4.1 million, or 17.8%, for the three months ended March 31, 2025, compared to the same period in 2024.

For the three months ended March 31, 2025, the increase was primarily due to a $2.5 million increase in personnel-related costs (which includes stock-based compensation of $1.4 million, of which $1.0 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), resulting from headcount growth in our engineering, information technology and product teams dedicated to platform enhancements and innovation, $1.1 million in higher consulting costs, $0.5 million in higher hosting costs, and net other miscellaneous costs of $0.5 million.

These expenses were partially offset by an increase of $0.4 million in capitalized development costs.

Sales and Marketing

Sales and marketing expenses increased $2.5 million, or 20.7%, and $8.5 million, or 23.2%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

For the three months ended September 30, 2024, the increase was primarily due to a $2.1 million increase in personnel-related costs (which includes stock-based compensation of $0.4 million), resulting from headcount growth in our sales and marketing teams.

In addition, we incurred $0.5 million in higher consulting costs.

These expenses were partially offset by lower various other net costs of $0.1 million.

For the nine months ended September 30, 2024, the increase was primarily due to a $6.1 million increase in personnel-related costs (which includes stock-based compensation of $1.3 million), resulting from headcount growth in our sales and marketing teams.

In addition, we incurred $1.4 million in higher consulting costs, $0.9 million in higher travel costs for the sales team, and $0.4 million in higher costs related to industry conferences and trade shows, including enhanced client experiences at our in-person client conference, Co:lab.

These expenses were partially offset by lower various other net costs of $0.3 million.

Sales and marketing expenses increased $4.1 million, or 29.3%, for the three months ended March 31, 2025 compared to the same period in 2024.

For the three months ended March 31, 2025, the increase was primarily due to a $2.8 million increase in personnel-related costs (which includes stock-based compensation of $0.8 million, of which $0.3 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), resulting from headcount growth in our sales and marketing teams.

In addition, we incurred $1.2 million in higher costs related to industry conferences and trade shows, including enhanced client experiences at our in-person client conference, Co:lab.

General and Administrative

General and administrative expenses increased by $3.9 million, or 21.1%, and $8.5 million, or 15.8%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

For the three months ended September 30, 2024, the increase was primarily due to a $1.4 million increase in personnel-related costs (which includes stock-based compensation of $0.6 million), $0.8 million of higher software costs, $0.8 million of secondary offering costs, $0.7 million in higher audit and consulting costs, and $0.2 million in higher various other net costs.

For the nine months ended September 30, 2024, the increase was primarily due to a $5.1 million increase in personnel-related costs (which includes stock-based compensation of $3.9 million), $1.6 million in higher audit and consulting costs, $1.4 million in higher software costs, and $0.8 million of secondary offering costs.

These expenses were partially offset by lower various other net costs of $0.4 million.

General and administrative expenses increased by $4.5 million, or 23.1%, for the three months ended March 31, 2025 compared to the same period in 2024.

For the three months ended March 31, 2025, the increase was primarily due to a $4.0 million increase in personnel-related costs (which includes stock-based compensation of $2.7 million, of which $1.6 million was related to certain unvested equity awards settled in cash in conjunction with the acquisition of MANTL), $0.4 million of higher software costs, and $0.1 million in higher various other net costs.

Acquisition-Related Expenses

Acquisition-related expenses was $0.2 million for both the nine months ended September 30, 2024 and 2023.

Acquisition-related expenses was $2.4 million for the three ended March 31, 2025, primarily related to insurance, legal, consulting, and professional fees incurred for the acquisition of MANTL.

Amortization of Acquired Intangibles

Amortization of acquired intangibles was $0.4 million for both the three months ended September 30, 2024 and 2023 and $1.1 million for both the nine months ended September 30, 2024 and 2023.

Amortization of acquired intangibles was $0.6 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively.

Loss on Impairment of Intangible Assets

Loss on impairment of intangible assets was $1.7 million related to impairment of certain historical developed technology intangible assets, customer relationship intangible assets, and capitalized developed software assets (included in property and equipment, net on the condensed consolidated balance sheets) as a result of the acquisition of MANTL.

Non-Operating Income (Expense), Net

Non-operating income increased $0.6 million and $2.4 million for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

For the three months ended September 30, 2024, the increase was primarily due to a $0.8 million increase in net interest income, partially offset by a $0.2 million reduction in gain on financial instruments related to marketable securities.

For the nine months ended September 30, 2024, the increase was primarily due to a $2.9 million increase in net interest income, partially offset by a $0.4 million reduction in gains on financial instruments related to marketable securities.

Provision for Income Taxes

The Company recorded an income tax benefit of less than $0.1 million and income tax expense of $0.4 million for the three and nine months ended September 30, 2024, respectively, resulting in an effective tax rate of 0.2% and (1.1)%, respectively, compared to income tax expense of less than $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively, resulting in an effective tax rate of (0.3)% and (0.6)%, respectively.

Our effective tax rate for the three and nine months ended September 30, 2024 and September 30, 2023 differs from the statutory tax rate primarily due to the impact of the valuation allowance against its deferred tax assets and state tax expense.

Non-operating income decreased by $0.8 million for the three months ended March 31, 2025, compared to the same period in 2024.

For the three months ended March 31, 2025, the decrease was primarily due to a $0.7 million decrease in net interest income.

(Benefit from) Provision for Income Taxes

The Company recorded an income tax benefit of $7.3 million and income tax expense of $0.2 million for the three months ended March 31, 2025 and 2024, respectively, resulting in an effective tax rate of 48.2% and (1.7)%, respectively.

The Company’s effective tax rates for the three months ended March 31, 2025 and 2024 differ from the statutory tax rate primarily due to the impact of the valuation allowance against its deferred tax assets and state tax expense, offset by a deferred tax benefit attributable to the partial release of the Company’s pre-existing valuation allowance related to the MANTL business combination.

The acquisition of MANTL resulted in the recognition of a net deferred tax liability of $8.8 million.

See Note 3 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

Prior to the business combination, MANTL had a full valuation allowance on its net deferred tax assets.

The net deferred tax liability generated from the business combination is considered an additional source of income to support the realizability of the Company’s pre-existing deferred tax assets.

As a result, the Company released a portion of the pre-existing valuation allowance against the deferred tax assets and recorded a provisional deferred tax benefit of $8.4 million.

Liquidity and Capital Resources

As of September 30, 2024, we had $101.0 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $468.6 million.

As of March 31, 2025, we had $95.3 million in cash and cash equivalents and marketable securities, and an accumulated deficit of $484.0 million.

Our net losses have been driven by our investments in developing our digital banking platform, expanding our sales, marketing and implementation organizations and scaling our administrative functions to support our rapid growth.

We funded the acquisition of MANTL through the issuance of the 2030 Convertible Notes, borrowings on our Revolving Facility, and cash from our balance sheet.

We have financed our operations primarily through cash generated from the sale of SaaS subscription services.

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We believe that our existing cash resources, including our Amended Credit Agreement, will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses we expect to incur as a public company for the short term (at least the next 12 months) and longer term (beyond the next 12 months).

We may, from time to time, seek to raise additional capital to support our growth.

We may, from time to time, seek to raise additional capital to support our growth, including fund acquisitions, as we did with the issuance of the 2030 Convertible Notes to fund, in part, the acquisition of MANTL.

Any equity financing we may undertake could be dilutive to our existing stockholders, and any additional debt financing we may undertake could require debt service and financial and operational requirements that could adversely affect our business.

The following table summarizes our cash flows for the periods indicated:

Nine months ended September 30,

Three months ended March 31,

(in thousands) 2025 2024

Net cash provided by (used in) operating activities $ 12,486 $ (12,197)

Net cash provided by (used in) investing activities $ 26,046 $ (16,358)

Net cash (used in) provided by operating activities $ (5,664) $ 951

Net cash (used in) provided by investing activities $ (389,413) $ 6,808

Net cash provided by (used in) financing activities $ 362,378 $ (4,507)

Net Cash Provided by (Used in) Operating Activities

During the nine months ended September 30, 2024, net cash provided by operating activities was $12.5 million, which consisted of a net loss of $33.2 million, adjusted by non-cash charges of $51.0 million and net cash outflows from the change in net operating assets and liabilities of $5.3 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $7.9 million, stock-based compensation expense of $43.8 million, and other non-cash charges of $0.2 million, partially offset by accrued interest on marketable securities, net of $0.9 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $6.9 million increase in accounts receivable, $5.1 million increase in deferred costs, and a $2.6 million increase in prepaid expenses and other current assets, partially offset by a $6.3 million increase in accounts payable and accrued liabilities and a $3.0 million increase in deferred revenues.

During the nine months ended September 30, 2023, net cash used in operating activities was $12.2 million, which consisted of a net loss of $50.2 million, adjusted by non-cash charges of $43.1 million and net cash outflows from the change in net operating assets and liabilities of $5.1 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $7.8 million and stock-based compensation expense of $37.9 million, partially offset by accrued interest on marketable securities, net of $2.1 million and other changes in non-cash charges of $0.5 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $5.0 million increase in accounts receivable, a $2.6 million increase in prepaid expenses and other current assets, and a $4.0 million increase in deferred implementation costs, partially offset by an increase in accounts payable and accrued liabilities of $5.2 million and a $1.3 million increase in deferred revenues.

Net Cash Provided by (Used in) Investing Activities

During the nine months ended September 30, 2024, net cash provided by investing activities was $26.0 million, primarily consisting of $62.8 million in proceeds from maturities and redemptions of marketable securities, partially offset by $30.7 million in purchases of marketable securities, $5.0 million related to capitalized software development costs and $1.0 million related to capital expenditures related to updates for computer and other equipment.

During the nine months ended September 30, 2023, net cash used in investing activities was $16.4 million, primarily consisting of $109.6 million for the purchase of marketable securities, $3.8 million related to capitalized software development costs, and capital expenditures related to updates for computer and other equipment of $0.8 million, partially offset by $97.9 million in proceeds from maturities and redemptions of marketable securities.

Net Cash (Used in) Provided by Operating Activities

During the three months ended March 31, 2025, net cash used in operating activities was $5.7 million, which consisted of a net loss of $7.8 million, adjusted by non-cash charges of $12.8 million and net cash outflows from the change in net operating assets and liabilities of $10.6 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $3.4 million, stock-based compensation expense of $16.1 million (exclusive of $3.9 million of stock-based compensation expense for unvested equity awards settled in cash related to MANTL acquisition), and loss on impairment of intangible assets of $1.7 million, partially offset by deferred taxes of $8.3 million and net other non-cash charges of $0.1 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $6.6 million increase in accounts receivable, a $5.4 million increase in prepaid expenses and other current assets (inclusive of $3.0 million of prepaid stock-based compensation related to the acquisition of MANTL), a $2.0 million decrease in accounts payable and accrued liabilities, and a $0.2 million increase in deferred costs, partially offset by a $3.5 million increase in deferred revenues.

During the three months ended March 31, 2024, net cash provided by operating activities was $1.0 million, which consisted of a net loss of $11.4 million, adjusted by non-cash charges of $15.8 million and net cash outflows from the change in net operating assets and liabilities of $3.4 million.

The non-cash charges were primarily comprised of depreciation and amortization expense of $2.6 million and stock-based compensation expense of $13.6 million, partially offset by accrued interest on marketable securities, net of $0.3 million and a gain on financial instruments of $0.1 million.

The net cash outflows from the change in our net operating assets and liabilities were primarily due to a $0.2 million increase in accounts receivable, a $1.6 million increase in prepaid expenses and other current assets, a decrease in accounts payable and accrued liabilities of $3.9 million and an increase in deferred costs of $1.3 million, partially offset by an increase of $3.7 million in deferred revenues.

Net Cash (Used in) Provided by Investing Activities

During the three months ended March 31, 2025, net cash used in investing activities was $389.4 million, primarily consisting of $375.5 million related to our acquisition of MANTL, $21.9 million in purchases of marketable securities, $1.4 million related to capitalized software development costs and $0.5 million related to capital expenditures related to updates for computers and other equipment, partially offset by $9.9 million in proceeds from sales, maturities, and redemptions of marketable securities.

During the three months ended March 31, 2024, net cash provided by investing activities was $6.8 million, primarily consisting of $15.6 million in proceeds from maturities and redemptions of marketable securities, partially offset by $7.1 million in purchases of marketable securities, $1.4 million related to capitalized software development costs and $0.3 million related to capital expenditures related to updates for computer and other equipment.

Net Cash Provided by (Used in) Financing Activities

For the nine months ended September 30, 2024, net cash provided by financing activities was $1.5 million, which was primarily due to $12.1 million in proceeds from the exercise of stock options to purchase 1.8 million shares of our common stock and proceeds from issuances under the Employee Stock Purchase Plan (“ESPP”) of $2.6 million, partially offset by $12.8 million in payments for taxes related to net settlement of equity awards and $0.4 million of debt issuance costs paid.

For the nine months ended September 30, 2023, net cash used in financing activities was $4.8 million, which was primarily due to payments for taxes related to net settlement of equity awards of $11.0 million, principal payments on debt of $2.1 million, payments of holdback funds for acquisitions of $1.0 million and debt issuance costs paid of $0.3 million, partially offset by proceeds of $7.3 million from the exercise of stock options to purchase 1.5 million shares of our common stock and proceeds from issuances under the ESPP of $2.4 million.

Amended Credit Agreement

On July 1, 2024, the Company entered into a Second Amendment (the “Second Amendment”) to the Company’s Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”), with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, and other lenders party thereto.

The Second Amendment, among other things, (i) extended the maturity date of the Revolving Facility from April 29, 2026 to April 29, 2027, (ii) increased the amount of the Revolving Facility commitment by $65.0 million, for a total revolving loan commitment of $125.0 million, (iii) increased the accordion feature from $50.0 million to $100.0 million, (iv) modified certain existing covenants, including increasing the minimum trailing four quarters free cash flow requirement to $(25.0) million, and (v) for any fiscal quarter ending after the financial covenant trigger date (which was extended to April 28, 2026 or such earlier date as designated by the Company) (the “Financial Covenant Trigger Date”), replaced compliance with a fixed charge coverage ratio with compliance of a minimum interest coverage ratio of 3.0x.

Revolving Facility loans under the Amended Credit Agreement may be voluntarily prepaid and re-borrowed.

The Amended Credit Agreement previously provided for a term loan, which was fully repaid in December 2023 and cannot be re-borrowed.

The Company has no outstanding borrowings as of September 30, 2024 related to the Amended Credit Agreement.

Obligations under the Amended Credit Agreement are guaranteed by the Company’s subsidiaries and secured by all or substantially all of the assets of the Company and its subsidiaries pursuant to an Amended and Restated Guarantee and Collateral Agreement.

The Company has a standby letter of credit in the amount of $0.3 million, which serves as security under the lease relating to the Company’s office space that expires in 2033.

The Amended Credit Agreement contains customary affirmative and negative covenants.

Before the Financial Covenant Trigger Date, the following covenants are applicable:

(i) an annual recurring revenue growth covenant requiring the loan parties to have recurring revenues in any four consecutive fiscal quarter period in an amount that is 10% greater than the recurring revenues for the corresponding four consecutive quarter period in the previous year;

and (ii) a liquidity (defined as the aggregate amount of cash in bank accounts subject to a control agreement plus availability under the Revolving Facility) covenant, requiring the loan parties to have liquidity, tested on the last day of each calendar month, of $20.0 million or more.

After the Financial Covenant Trigger Date, the existing annual recurring revenue growth and liquidity financial covenants are no longer applicable, and the following covenants take effect:

(i) a consolidated total leverage ratio requiring the ratio, as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be less than 3.50:1.00;

and (ii) a consolidated interest coverage ratio requiring the ratio, for any fiscal quarter ending as calculated at the last day of such fiscal quarter for the period of 12 consecutive months then ending, to be more than 3.00:1.00.

The Second Amendment revised the free cash flow covenant, as calculated at the last day of each fiscal quarter for the period of 12 consecutive months then ending, requiring free cash flow to be not less than $(25.0) million for the fiscal quarter ended September 30, 2024 and each fiscal quarter ending thereafter.

The Amended Credit Agreement also contains customary events of default, which if they occur, could result in the termination of commitments under the Amended Credit Agreement, the declaration that all outstanding loans are immediately due and payable in whole or in part, and the requirement to maintain cash collateral deposits in respect of outstanding letters of credit.

The Company was in compliance with all covenants as of September 30, 2024.

Total interest expense, including commitment fees and unused line fees, for the three and nine months ended September 30, 2024 was $0.2 million and $0.3 million, respectively, and $1.9 million and $5.5 million for the three and nine months ended September 30, 2023, respectively.

In conjunction with closing the Amended Credit Agreement in 2022, First Amendment in 2023 and Second Amendment in 2024, we incurred issuance costs of $0.9 million, $0.3 million and $0.4 million, respectively, which were deferred and were scheduled to be amortized over the remaining term of the agreement.

Unamortized debt issuance costs totaled $0.5 million and $0.3 million as of September 30, 2024 and December 31,

2023, respectively.

Amortization expense was $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.3 million for the three and nine months ended September 30, 2023, respectively.

For the three months ended March 31, 2025, net cash provided by financing activities was $362.4 million, which was primarily due to proceeds of $335.5 million from issuance of convertible senior notes, proceeds of $60.0 million from revolver loan borrowings, $1.5 million in proceeds from the exercise of stock options to purchase 0.2 million shares of our common stock, partially offset by $33.9 million paid for the Capped Calls and $0.8 million of debt issuance costs paid.

For the three months ended March 31, 2024, net cash used in financing activities was $4.5 million, which was primarily due to payments for taxes related to net settlement of equity awards of $5.7 million, partially offset by proceeds of $1.2 million from the exercise of stock options to purchase 0.3 million shares of our common stock.

Debt Transactions

On February 27, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to the Company’s Amended and Restated Credit Agreement dated as of April 29, 2022 (as amended, the “Amended Credit Agreement”), with Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, as administrative agent, and other lenders party thereto.

The Company had borrowings of $60 million on the revolving loan during March 2025, with the proceeds used for the acquisition of MANTL, which remained outstanding as of March 31, 2025.

Refer to Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the Amended Credit Agreement.

On March 13, 2025, the Company issued $345 million principal amount of 1.50% convertible senior notes due March 15, 2030 (the “2030 Convertible Notes” or “Notes”).

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee (the “Trustee”).

In connection with the issuance of the 2030 Convertible Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions pursuant to capped call confirmations (collectively the “Capped Calls”).

Refer to Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for more information regarding the 2030 Convertible Notes and Capped Calls.

Total interest expense, including commitment fees and unused line fees, for the three months ended March 31, 2025 and 2024 was $0.8 million and $0.1 million respectively.

Interest expense related to the 2030 Convertible Notes and revolving loan was $0.4 million and $0.3 million, respectively, for the three months ended March 31, 2025.

In conjunction with closing the Amended Credit Agreement in 2022, First Amendment in 2023, Second Amendment in 2024, and Third Amendment in March 2025, we incurred issuance costs of $0.9 million, $0.3 million, $0.4 million, and $0.9 million, respectively, which were deferred and were scheduled to be amortized over the remaining term of the agreement.

In conjunction with the issuance of the 2030 Convertible Notes the Company recognized an original issue discount of $9.5 million and debt issuance costs of $0.9 million which were capitalized as components of the carrying amount and included in Convertible senior notes, net within the condensed consolidated balance sheets.

See Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements for additional information.

Unamortized discounts and debt issuance costs totaled $11.2 million and $0.5 million as of March 31, 2025 and December 31, 2024, respectively.

Amortization expense related to unamortized discounts and debt issuance costs (included in interest expense within the condensed consolidated statements of operations) totaled $0.2 million and less than $0.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

Contractual Obligations and Commitments

There were no material changes to our contractual obligations and commitments as of September 30, 2024, compared to those discussed as of December 31, 2023 in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.

There were no material changes to our contractual obligations and commitments as of March 31, 2025, compared to those discussed as of December 31, 2024 in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

Off-Balance Sheet Arrangements

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See Note 2 of the Notes to the Unaudited Condensed Consolidated Financial Statements included elsewhere in this report for a discussion of recent accounting pronouncements and future application of accounting standards.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date when we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Based on the market value of our common stock held by non-affiliates as of June 30, 2024, we will cease to qualify as an emerging growth company as of December 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis