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BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
On June 5, 2025, the Company, via MIH East completed the TISE Acquisition. TISEG, through its subsidiary, TISEA, provides financial markets and securities services to public and private companies. TISEA operates an investment exchange known as TISE and is regulated by the GFSC. TISE is headquartered in Guernsey. The TISE Acquisition provides the Company access to the European and UK markets, as well as access to another vertically integrated market ecosystem.
Prior to the TISE Acquisition, MIH East owned 29.46% of the issued ordinary share capital in TISE. The Company remeasured such pre-existing equity interest at fair value for $25.5 million based on the purchase price. The remeasurement resulted in the recognition of a pre-tax gain of $8.6 million, which was reflected within other, net in non-operating (expense) income on the condensed consolidated statement of operations. The total cash consideration paid for the remaining issued and to be issued ordinary share capital of TISE was approximately £51.5 million ($69.7 million).
The acquisition was accounted for as a business combination. Assets acquired totaled approximately $116.1 million, including $18.0 million of goodwill and $76.0 million of intangible assets. The goodwill generated in the acquisition is not tax deductible. Total liabilities assumed amounted to approximately $20.9 million. The Company has completed the purchase price allocation and assessment of the fair value of assets acquired and liabilities assumed. The allocation of the purchase price was as follows (in thousands):
Cash and cash equivalents$12,423 
Accounts receivable1,967 
Other current assets5,872 
Fixed assets109 
Internally developed software1,200 
Other assets528 
Other intangible assets76,000 
Goodwill18,042 
Total assets acquired116,141 
Accounts payable and other liabilities1,333 
Other current liabilities1,532 
Deferred transaction revenues5,689 
Non-current liabilities1,127 
Deferred tax liability11,227 
Total liabilities assumed20,908 
Total purchase consideration$95,233 
The estimated useful lives of intangible assets, primarily based on the expected period of benefit to the Company, and fair values of the identifiable intangible assets at acquisition date were as follows (in thousands):
Fair ValueEstimated Useful Life
Exchange license$63,000 Indefinite
Customer relationships$13,000 15 years
For the nine months ended September 30, 2025, the Company incurred acquisition costs of $2.9 million. These costs included legal and other professional services directly related to the acquisition of TISE and were recognized in acquisition-related costs in the Company's condensed consolidated statement of operations.
Since the acquisition of TISE on June 5, 2025, the Company has included revenue of $4.7 million and $6.1 million, and net income of $2.3 million and $2.7 million, in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively.