Business Combination

6 Months Ended

Jul. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

7. Business Combination

On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California.

The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred consisted of the following (in thousands):

Cash consideration	$	2,970
Fair value of common stock issued on closing	959
Contingent common stock consideration (classified under additional paid-in capital)	1,754
Contingent cash consideration (classified under accrued expenses and other current liabilities as of July 31, 2022)	3,007
Contingent cash consideration (classified under other long-term liabilities as of July 31, 2022)	4,893
Total consideration	$	13,583

Cash consideration includes $2.5 million held back as partial security for post-closing indemnification claims made within 18 months of the closing date recorded in accrued expenses and other current

liabilities on the condensed consolidated balance sheet as of July 31, 2022 and in other long-term liabilities as of January 31, 2022.

As a result of acquisition, the fair value of the consideration transferred included contingent cash considerations of $7.9 million in aggregate. These contingent cash considerations are determined based upon the satisfaction of certain defined operational milestones and are remeasured at fair value at each reporting period through earnings. As the fair value is based on unobservable inputs, the liabilities are included in Level 3 of the fair value measurement hierarchy. There were no changes in the fair value of contingent considerations, except for accretion expense of $0.1 million and $0.2 million for the three and six months ended July 31, 2022, respectively.

During the three and six months ended July 31, 2022, there were no measurement period adjustments identified and recorded.

Results of operations of the business acquired have been included in our condensed consolidated financial statements subsequent to the date of acquisition. The revenue and net income (loss) earned by the business acquired following the acquisition are not material to our condensed consolidated results of operations. Pro forma statements have not been presented because they are not material to our condensed consolidated results of operations.