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Business Combinations and Divestitures
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations and Divestitures Business Combinations and Divestitures
Acquisition of East End Advisors, LLC
On April 3, 2024 (the “EEA Acquisition Date”), the Company acquired all of the issued and outstanding ownership and membership interests of EEA pursuant to the terms of the purchase agreement between the Company and EEA Holding Company, LLC (the “EEA Acquisition”).
The EEA Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from East End Advisors, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the EEA Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair market values at the EEA Acquisition Date as required under ASC 805.

The EEA Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $93.1 million. Included in the total purchase consideration is contingent consideration of $23.3 million, for which the Company may be required to make additional cash payments contingent on the future EBITDA performance targets between the closing date and the fifth anniversary of the closing date. The contingent consideration was measured at fair value at the acquisition date and recorded within the Earn-out liabilities, at fair value line item in the Condensed Consolidated Statement of Financial Position.
(Dollars in Thousands)
Amount
Cash consideration$69,013 
Contingent consideration installments23,308 
Payment of assumed liabilities793 
Total purchase consideration transferred$93,114 

The Company incurred $1.3 million of direct acquisition-related expenses, which were recognized in the Professional fees line item of the Condensed Consolidated Statement of Operations during the year ended December 31, 2024.

The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the EEA Acquisition:
(Dollars in Thousands)
EEA Acquisition Date Fair Value
Cash and cash equivalents$218 
Management/advisory fees receivable12 
Intangible assets62,700 
Goodwill
30,094 
Operating lease right-of-use assets2,326 
Other assets1,181 
Total Assets Acquired96,531 
Accounts payable and accrued expenses79 
Operating lease liabilities 2,326 
Other liabilities1,012 
Total Liabilities Assumed$3,417 
Total Assets Acquired and Liabilities Assumed$93,114 
During the year ended December 31, 2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to goodwill and a decrease to intangibles of $4.6 million.

Fair Value of Net Assets Acquired and Intangibles

With the exception of operating right-of-use assets and operating lease liabilities accounted for under ASC 842, Leases, in accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of April 1, 2024. The Company developed the fair value of intangible assets, which includes trade names, customer relationships and developed technology, using various techniques including relief of royalty, excess earnings method, and a discounted cash flow approach. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Business Combination, which does not qualify as a separately recognized intangible asset.
Below is a summary of the intangible assets acquired in the EEA Acquisition:

(Dollars in Thousands)
EEA Acquisition Date Fair Value
Estimated Life (Years)
Trade Name$1,400 5
Customer Relationships$61,000 
17
Developed Technology$300 5
Total Intangible Assets$62,700 

The results of operations for EEA have been included in the Company’s condensed consolidated financial statements from the EEA Acquisition Date.
Acquisition of Pointwise Partners Limited
On May 9, 2024 (the “PW Acquisition Date”), the Company acquired the remaining 50% of the issued and outstanding ownership and membership interest of PW, increasing its interest from 50% to 100% (the “PW Acquisition”).

The PW Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from PW, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the PW Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the PW Acquisition Date as required under ASC 805.

The PW Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $8.0 million. The total purchase consideration transferred includes cash consideration, equity consideration, estimated deferred consideration, and the settlement of pre-existing relationships as summarized below:

(Dollars in Thousands)
PW Amount
Initial Cash consideration$1,735 
Equity consideration1,705 
Deferred consideration 3,328 
Settlement of pre-existing relationships1,186 
Total purchase consideration transferred$7,954 

The estimated deferred consideration of $3.0 million was paid in cash and equity during the first quarter ended March 31, 2025. An additional amount of $1.0 million was paid fully in cash rather than in equity to PW employees upon meeting certain performance milestones. This additional amount was determined to be compensation rather than consideration transferred.

At the PW Acquisition Date, as required by ASC 805, the Company’s existing 50% equity in PW, which was previously recognized as an equity method investment, was revalued to reflect the fair value at this date. The fair value of this existing equity method investment was $6.2 million, which was calculated as 50% of the fair value of PW total equity value, excluding the impact of any synergies or control premium that would be realized by a controlling interest.
The following table sets forth the fair values of the assets acquired, and liabilities assumed in connection with the PW business combination:
(Dollars in Thousands)PW Acquisition Date
Fair Value
Cash and cash equivalents$269 
Intangible assets9,700 
Goodwill6,747 
Other assets20 
Total Assets Acquired16,736 
Accounts payable and accrued expenses589 
Other liabilities292 
Deferred tax liability1,749 
Total Liabilities Assumed$2,630 
Total Assets Acquired and Liabilities Assumed$14,106 

Fair Value of Net Assets Acquired and Intangibles

Goodwill is comprised of expected synergies of the combined operations, including employees acquired in a business combination. The components of goodwill do not qualify as a separately recognized intangible asset. The Company will test for impairment in other periods if an event occurs or circumstances change that may indicate impairment.


Below is a summary of the intangible assets acquired in the PW business combination:

(Dollars in Thousands)PW Acquisition Date Fair ValueEstimated Life (Years)
Customer Relationships$9,700 14
Total Intangible Assets$9,700 

The fair value of customer relationships was determined using the multi-period excess earnings method. The intangible assets are subject to amortization over a useful life of 14 years.

The results of the PW Acquisition have been included in the Company’s condensed consolidated financial statements from the PW Acquisition Date. Prior to the PW Acquisition Date, the results of PW were included as a 50% held equity method investment.

Acquisition of Envoi, LLC

On July 1, 2024 (the “Envoi Acquisition Date”), the Company purchased substantially all of the assets of Envoi, LLC (“Envoi”) pursuant to the terms of the asset purchase agreement by and among the Company and Envoi, as well as Envoi’s individual members (the “Envoi Acquisition”).
The Envoi Acquisition met the requirements to be considered a business combination under ASC 805. The assets and liabilities acquired from Envoi, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included in the Company’s condensed consolidated financial statements from the Envoi Acquisition Date. The Company has allocated the purchase price to the tangible and identifiable intangible assets and liabilities assumed based on their estimated fair market values at the Envoi Acquisition Date as required under ASC 805.
The Envoi Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration was $34.3 million. Included in the total consideration is cash consideration of $25.3 million, and estimated contingent consideration of $9.0 million comprised of the Envoi earn-out liability and earn-out growth consideration liability. A portion of the contingent consideration will be used to establish a retention pool which is payable in a mixture of cash and equity to employees upon meeting certain revenue thresholds over a required service period. The portion of contingent consideration used to establish the retention pool is treated as compensation rather than consideration transferred. Refer to Note 6 (Equity-Based Compensation) for further details about the related equity award. The amount of contingent consideration related to consideration transferred was measured at fair value at the acquisition date and recorded within the Earn-out liabilities, at fair value line item in the Condensed Consolidated Statement of Financial Position. The total purchase consideration is summarized below:

(Dollars in Thousands)
Envoi Amount
Cash consideration$25,258 
Earn-out consideration9,000 
Total purchase consideration transferred$34,258 

The Company incurred $1.1 million of direct acquisition-related expenditures, which were recognized in the Professional fees line item of the Condensed Consolidated Statement of Operations during the third quarter ended September 30, 2024.



The following table sets forth the fair values of the assets acquired, and liabilities assumed in connection with the Envoi Acquisition:
(Dollars in Thousands)Envoi Acquisition Date
Fair Value
Intangible assets$23,300 
Goodwill10,824 
Operating lease right-of-use assets 196 
Other assets157 
Total Assets Acquired34,477 
Accounts payable and accrued expenses1 
Operating lease liabilities218 
Total Liabilities Assumed219 
Total Assets Acquired and Liabilities Assumed$34,258 

During the year ended December 31, 2024, the Company made a measurement period adjustment to the purchase price allocation, which resulted in an increase to intangibles and a decrease to goodwill of $1.0 million.

Fair Value of Net Assets Acquired and Intangibles

In accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of July 1, 2024. The Company developed the fair value of intangible assets, which includes customer relationships, using various techniques including the multi-period excess earnings method. For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the business combination, which does not qualify as a separately recognized intangible asset. The goodwill resulting from this acquisition
is expected to be deductible for tax purposes. The components of goodwill do not qualify as a separately recognized intangible asset.

Below is a summary of the intangible assets acquired in the Envoi Acquisition:

(Dollars in Thousands)Envoi Acquisition Date Fair ValueEstimated Life (Years)
Customer Relationships$23,300 15
Total Intangible Assets$23,300 

The results of the Envoi Acquisition have been included in the Company’s condensed consolidated financial statements from the Envoi Acquisition Date.

Acquisition of Kontora Family Office GmbH

On April 30, 2025 (the “Kontora Acquisition Date”), the Company acquired all of the outstanding ownership interests of Kontora Family Office GmbH (“Kontora”) (the “Kontora Acquisition”).

The Kontora Acquisition met the requirements to be considered a business combination under ASC 805. The assets acquired and liabilities assumed from Kontora reflect the fair market values, affected for preliminary adjustments to reflect the fair market values assigned to assets purchased and liabilities assumed, and results of operations, are included and are included in the Company’s Condensed Consolidated Statement of Financial Position and the Company’s Condensed Consolidated Statement of Operations, respectively, as of the Kontora Acquisition Date.

The Kontora Acquisition was accounted for using the acquisition method of accounting and the fair value of the total purchase consideration transferred was $15.7 million. Included in the total purchase consideration is contingent consideration of $5.7 million, comprised of the Kontora earn-out liability, for which the Company may be required to make additional cash payments tied to certain revenue streams acquired in the Kontora Acquisition between the Closing Date and December 31, 2035. The contingent consideration was measured at fair value at the Kontora Acquisition Date and recorded within the Earn-out liabilities, at fair value line item in the Condensed Consolidated Statement of Financial Position. In addition to the contingent consideration, the Company may be required to make additional compensatory payments comprised of a combination of cash and equity at the Company’s option based on Kontora’s adjusted EBITDA (see Note 6 Equity-Based Compensation).

(Dollars in Thousands)
Amount
Initial purchase price$8,740 
Settlement of debt1,213 
Contingent consideration5,743 
Total purchase consideration transferred$15,696 

The Company incurred $1.6 million of direct acquisition-related expenses, which were recognized in the Professional fees line item of the Condensed Consolidated Statement of Operations during the nine months ended September 30, 2025.
The following table sets forth the fair values of the assets acquired and liabilities assumed in connection with the Kontora Acquisition:
(Dollars in Thousands)
Kontora Acquisition Date Fair Value
Cash and cash equivalents$3,440 
Fees receivable2,702 
Equity method investments28 
Intangible assets14,075 
Goodwill981 
Operating lease right-of-use assets1,952 
Deferred tax assets, net1,451 
Other assets, net2,326 
Total Assets Acquired$26,955 
Accounts payable and accrued expenses526 
Accrued compensation and profit sharing218 
Debt, net of unamortized deferred financing cost732 
Operating lease liability 1,952 
Deferred tax liability4,774 
Other liabilities, net3,057 
Total Liabilities Assumed$11,259 
Total Assets Acquired and Liabilities Assumed$15,696 

The purchase price allocation is preliminary and subject to change during the measurement period, which is not to exceed one year from the Kontora Acquisition Date. During the nine months ended September 30, 2025, the Company made a measurement period adjustment to the purchase price allocation, which resulted in a decrease to intangible assets of $0.7 million, an increase to goodwill of $0.4 million, a decrease to deferred tax liability of $0.3 million, an increase to other assets, net of $24.0 thousand and a decrease to the purchase consideration of $10.0 thousand. At this time we do not expect any additional material adjustments to the above allocations. When the valuation is final, changes to the valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill.

Fair Value of Net Assets Acquired and Intangibles

With the exception of operating right-of-use assets and operating lease liabilities accounted for under ASC 842, Leases, in accordance with ASC 805, the assets and liabilities were recorded at their respective fair values as of April 30, 2025. The Company developed the fair value of intangible assets, which includes trade names, customer relationships, and licenses granted by the German Federal Financial Supervisory Authority. Various techniques were applied to derive the fair values of the intangible assets including, but not limited to, relief from royalty method, excess earnings method, replacement cost method, and a discounted cash flow approach.

For all other major assets and liabilities acquired, the Company determined that book value approximated fair value. Goodwill is comprised of expected synergies for the combined operations and the assembled workforce acquired in the Kontora Acquisition, which does not qualify as a separately recognized intangible asset.
Below is a summary of the intangible assets acquired in the Kontora Acquisition:

(Dollars in Thousands)
Kontora Acquisition Date Fair Value
Estimated Life (Years)
Brand$187 3
License4,385 15
Customer relationships9,443 15
Software60 3
Total Intangible Assets$14,075 

The results of operations for Kontora have been included in the Company’s condensed consolidated financial statements as of the Kontora Acquisition Date.
Supplemental Pro Forma Financial Information (Unaudited)
The following selected unaudited supplemental pro forma financial information is a summary of our combined results for Envoi, EEA, PW, and Kontora for the three and nine months ended September 30, 2025 and September 30, 2024. The unaudited supplemental pro forma financial information gives effect to the acquisitions as if they had occurred on January 1, 2024. The unaudited pro forma financial information for Envoi, EEA, and PW have been excluded for the three and nine months ended September 30, 2025 and as of April 30, 2025 for Kontora since their results of operations are included in our unaudited condensed consolidated statement of operations for that period.
The unaudited pro forma financial information presented below is for informational purposes only, and is not necessarily indicative of the results that would have been achieved if the Envoi, EEA, PW, and Kontora acquisitions had taken place on January 1, 2024, nor is it indicative of future results.
For the Three Months EndedFor the Nine Months Ended
(Dollars in Thousands)September 30, 2025September 30, 2024September 30, 2025September 30, 2024
Total revenue$57,238 $51,809 $172,656 $167,518 
Net income (loss)$(84,135)$(72,542)$(106,843)$(43,116)

FOS

On May 8, 2024, the Company sold FOS, its European-based trust and private office service which was part of the Company’s Wealth & Capital Solutions segment, for a cash consideration of approximately $20.1 million. Subsequently, an adjustment to the cash consideration of $(0.6) million was made, resulting in a final cash consideration of approximately $19.5 million.