Business Combinations

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations

Business Combinations

On May 16, 2025, we acquired all outstanding shares of Vidurama, Inc., (“TrueLark”), an AI-powered receptionist and front-desk automation platform provider for total consideration of $35.8 million. Total consideration includes $2.2 million which was held back for indemnification and working capital purposes; of this amount, $0.4 million cash was held back for a period of 90 days following the acquisition for working capital adjustments, $1.6 million will be held back for a 12 months indemnification period, and $0.2 million cash will be held back for a period of six years for indemnification purposes. The acquisition did not have a material effect on our revenue or earnings in the condensed consolidated statements of operations and comprehensive loss for the reporting periods presented, nor would the presentation of combined unaudited financial results on a pro-forma basis for the prior two years be material. The Company accounted for the acquisition as a business combination. The following table summarizes the amount of the aggregate purchase consideration and the preliminary allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, of which the valuation of intangible assets is subject to finalization.

The preliminary allocation of the purchase price was as follows (in thousands):

Consideration transferred
Cash paid	$	23,549
Equity issued	10,041
Holdback amount	2,173
Total purchase consideration	$	35,763
Identifiable assets acquired
Cash	231
Accounts receivable	107
Prepaid expenses and other assets	597
Intangible assets: developed technology	4,300
Intangible assets: customer relationships	2,300
Intangible assets: trademarks and trade names	1,400
Total assets acquired	$	8,935
Liabilities assumed
Accounts payable and accrued liabilities	2,333
Deferred revenue	152
Total liabilities assumed	$	2,485
Goodwill	29,313
Total purchase consideration	$	35,763

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill for an amount of $29.3 million as of June 30, 2025. The goodwill generated from the transaction is attributable to the expected synergies to be achieved upon consummation of the business combination and the assembled workforce value. No amount of goodwill is expected to be deductible for tax purposes. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. Developed technology represents the estimated fair value of the acquired existing technology and is being amortized over its estimated useful life of five years. Amortization of developed technology is included in cost of goods sold in the accompanying consolidated statements of operations and comprehensive loss. Customer relationships represent the estimated fair value of the acquired customer bases and are amortized over an estimated useful life of seven years. The trade names acquired are amortized over its estimated useful life of seven years. Amortization of customer relationships and trade names is included in sales and marketing expenses in the accompanying consolidated statements of operations and comprehensive loss.

Pursuant to the TrueLark Agreement and Plan of Merger, certain key TrueLark employees were granted performance-based restricted stock unit awards (“PRSUs”) that will vest upon TrueLark’s completion of certain revenue milestones in the first and second years following the acquisition. The recipients of these awards are eligible to receive two potential payouts of up to $5.0 million each, settled in the Company’s common stock, on each of the last days of the month following the first and second anniversaries of the merger. Because these payouts are dependent on continued employment with the Company in the post-acquisition period, the Company determined that the related cost must be recognized as an operating expense in the post-acquisition period, and no portion was accounted for as part of the purchase consideration. As of June 30, 2025, the Company estimated the amount of the awards expected to vest under this agreement based upon its expectation of the level of achievement of the financial targets over the measurement period. For the three and six months ended June 30, 2025, the Company recognized expense related to this agreement as follows on the consolidated statements of operations and comprehensive loss:

	Three and Six Months Ended June 30,
	2025
Research and development	848
General and administrative	64
Total expense	$	912