AvePoint Inc

1. Nature of Business and Organization

AvePoint, Inc. (collectively with its subsidiaries, hereinafter referred to as “AvePoint,” the “Company,” “we,” “us,” or “our”) was incorporated as a New Jersey corporation on* July 24, 2001and redomiciled as a Delaware corporation in2006.*

Our principal executive headquarters is located in Jersey City, New Jersey, and our principal operating headquarters is located in Richmond, Virginia. We have additional offices in North America, Europe, Asia, Australia and the Middle East.

AvePoint generates revenue by providing customers a cloud-native data management software platform (the “AvePoint Confidence Platform”), enabling them to prepare, secure, and optimize their critical data. The AvePoint Confidence Platform unifies data security, governance, and business continuity into a seamless, resilient experience, addressing the most pressing challenges in today’s complex digital landscape.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated balance sheet as of* December 31, 2024,*which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information and include the accounts of the Company and entities consolidated under the variable interest and voting models. All intercompany transactions and balances have been eliminated. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted.

In the opinion of management, these financial statements contain all material adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for thethree months ended* March 31, 2025arenot* necessarily indicative of the results that* maybe expected for any other interim period or for the year ended December 31, 2025.*

These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the related notes included in our most recent Annual Report on Form10-K for the year ended* December 31, 2024*, which was filed with the SEC on* February 27, 2025 (“*Annual Report”).

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Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. We base our estimates and assumptions on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The amounts of assets and liabilities reported and the amounts of revenue and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, butnot limited to, the accounting for the determination of standalone selling price for revenue recognition, deferred contract costs, valuation of goodwill and other intangible assets, income taxes and related reserves, stock-based compensation and purchase price in a business combination. Actual results and outcomes* may*differ from management’s estimates and assumptions due to risks and uncertainties.

Cash and Cash Equivalents

The Company maintains cash and cash equivalents with several high credit-quality financial institutions. The Company considers its investments with original maturities ofthree months or less to be cash equivalents. These investments arenot subject to significant market risk. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed the federally insured limits. The Company hasnot experienced any losses in such accounts. The Company maintains cash balances used in operations at entities based in countries that impose regulations that limit the ability to transfer cash out of the country. As of* March 31, 2025* and* December 31, 2024*, the Company’s cash balances at these entities were $12.3 million and $15.5 million, respectively. For purposes of the condensed consolidated statements of cash flows, cash includes all amounts in the condensed consolidated balance sheets captioned cash and cash equivalents.

Business Combination

When we consummate a business combination, the assets acquired, and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which* maybe up toone* year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill as we obtain new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Upon the earlier of the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded in the condensed consolidated statements of income (loss).

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Goodwill

No events or circumstances have changed since any of our acquisitions that would indicate that the fair value of our reporting unit is below its carrying amount. No impairment was deemed necessary as of* March 31, 2025* or* December 31, 2024*.

Deferred Contract Costs

We defer sales commissions that are considered to be incremental and recoverable costs of obtaining or renewing SaaS, term license and support, services, and maintenance contracts. Changes in the anticipated period of asset benefit or the average renewal term are recognized on a prospective basis upon occurrence.

Amortization of deferred contract costs of $5.5 million for thethree months ended* March 31, 2025*, and $5.3 million for thethree months ended* March 31, 2024*, is included as a component of sales and marketing expenses in our condensed consolidated statements of income (loss). Deferred contract costs recognized as a contract asset in the condensed consolidated balance sheets were $59.9 million and $59.8 million as of* March 31, 2025* and* December 31, 2024*, respectively.

Revenue Recognition

The Company derives revenue fromfour primary sources: SaaS, term license and support, services, and maintenance. Services include installation services, training and other consulting services.

Term license revenue recognized at a point in time was $7.2 million for thethree months ended* March 31, 2025*, and $5.6 million for thethree months ended* March 31, 2024*.

Accounts receivable, net is inclusive of accounts receivable, and current unbilled receivables, net of allowance for credit losses. We record an unbilled receivable when revenue is recognized prior to invoicing. We have a well-established collection history from our direct and indirect sales. We periodically evaluate the collectability of our accounts receivable and provide an allowance for credit losses as necessary, based on the age of the receivable, expected payment ability, and collection experience. As of* March 31, 2025* and* December 31, 2024*, the allowance for credit losses wasnot material.

We record deferred revenue in the condensed consolidated balance sheets when cash is collected or invoiced before revenue is earned. Deferred revenue as of* March 31, 2025* and* December 31, 2024* was $160.6 million and $153.3 million, respectively. Revenue recognized that was included in the deferred revenue balance at the beginning of the period was $57.4 million for thethree months ended* March 31, 2025*.

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The opening and closing balances of the Company’s accounts receivable, net, deferred revenue and deferred contract costs are as follows:

(1) Includes long-term unbilled receivables.

There wereno significant changes to the Company’s contract assets or liabilities during thethree months ended* March 31, 2025* and the year ended* December 31, 2024* outside of its sales activities.

As of* March 31, 2025*, transaction price allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $405.1 million, of which $337.7 million is related to SaaS and term license and support revenue. We expect to recognize approximately 62% of the total transaction price allocated to remaining performance obligations over the next twelve months and the remainder thereafter.

Stock-Based Compensation

Stock-based compensation represents the cost related to stock-based awards granted to employees. To date, we have issued both stock options and restricted stock units. The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes the cost ratably over the requisite service period, net of actual forfeitures in the period.

We estimate the fair value of stock options using the Black-Scholes valuation model. The Black-Scholes model requires highly subjective assumptions in order to derive the inputs necessary to calculate the fair value of stock options. To estimate the expected term of stock options, the Company considers contractual terms of the options, including the vesting and expiration periods, as well as historical option exercise data and current market conditions to determine an estimated expected term. The Company’s historical experience is too limited to be able to reasonably estimate an expected term. Expected volatility is based on the historical volatility of a group of peer entities. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasuryzero coupon issues with a remaining term equal to the expected term.

Recent Accounting Pronouncementsnot yet effective**

In* December 2023,the FASB issued ASUNo.* 2023-09, “Improvements to Income Tax Disclosures (Topic740)” (“ASU2023-09**”). ASU2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The amendment in this ASU is effective on a prospective basis for annual periods beginning after* December 15, 2024.Early adoption is also permitted. We are currently evaluating the impact ASU2023*-09 will have on our consolidated financial statements and related disclosures.

In* November 2024,the FASB issued ASUNo.* 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in* January 2025,the FASB issued ASUNo.* 2025-01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (ASC220-40): Clarifying the Effective Date” (“ASU 2025-01”). ASU2024-03 requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. ASU2024-03, as clarified by ASU2025-01, is effective in annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027**.* The amendments in this ASU* maybe applied either prospectively or retrospectively. Early adoption is also permitted. We are currently evaluating the impact ASU2024*-03 will have on our consolidated financial statements and related disclosures.

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3. Business Combination

Ydentic Acquisition

On* January 29, 2025,*the Company consummated its acquisition of 80% of the outstanding shares of Ydentic Holding B.V., which owns 100% of the outstanding equity interests of Ydentic B.V. (together, “Ydentic”). The acquisition was made pursuant to the Share Purchase Agreement, by and among the Company and the former Ydentic shareholders. The Company completed the acquisition of Ydentic to further expand its SaaS solutions for providing robust, simple, centralized multi-tenant management for managed service providers (“MSPs”) that utilize Microsoft solutions. The estimated fair value of the transaction consideration is approximately $20.4 million, consisting of $14.9 million in cash paid at closing and a $5.5 million unconditional purchase obligation with variability in the timing and amount of settlement.

The acquisition-related costs incurred by the Company totaled $1.3 million, of which $0.5 million was incurred during thethree months ended* March 31, 2025.*These costs are recognized as an expense in the general and administrative item in the condensed consolidated statements of income (loss).

The financial results of Ydentic have been included in our condensed consolidated financial statements since the date of the acquisition. The Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the Ydentic acquisition as a result of book-to-tax differences primarily related to the technology and software intangibles and customer related assets.

The valuation of assets acquired and liabilities assumed hasnot yet been finalized as of* March 31, 2025**.* The purchase price allocation is preliminary and subject to change, including the valuation of intangible assets, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, butno later thanone year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

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The goodwill, which is generallynot tax-deductible, is attributed to intangible assets that donot qualify for separate recognition, including the assembled workforce of the acquired business and the synergies expected to arise as a result of the acquisition.

The following table summarizes the purchase price allocated to the intangible assets acquired:

The estimated fair values of identifiable intangible assets were determined using the multiperiod excess earnings method and distributor method. The multiperiod excess earnings method is a method of estimating the value of the primary income-generating intangible asset within a group of assets, by calculating the cash flow attributable to that asset after deducting contributory asset charges. The distributor method is a form of the multiperiod excess earnings method that relies upon market-based distributor data to value customer relationship intangible assets. Some of the significant assumptions inherent in the development of such asset valuations include revenues, contributory asset charges, discount rate and useful life. The fair value of intangible assets as of* March 31, 2025*is based on publicly available benchmarking information as well as preliminary assumptions which are subject to change as we complete our valuation procedures.

Mandatorily Redeemable Noncontrolling Interest

As part of the acquisition, the Company agreed to purchase the remaining 20% of the outstanding shares of Ydentic. The unconditional purchase obligation is a liability-classified mandatorily redeemable noncontrolling interest with subsequent measurement at its estimated redemption value. The liability was initially recognized at fair value of $5.5 million. The Company estimated the fair value of the mandatorily redeemable noncontrolling interest using a Monte Carlo simulation model, with the significant input of risk-free rate at 4.27%. The model incorporated multiple random iterations, simulating various potential future price paths over the contractual life of the noncontrolling interest shares, based on appropriate probability distributions.

Subsequent to the initial measurement, mandatorily redeemable noncontrolling interests are measured at the amount of cash that would be paid under the conditions specified in the applicable agreement, assuming settlement occurred as of the reporting date. Any change in the estimated redemption amount compared to the prior reporting date is recognized as interest cost in the condensed consolidated statements of operations.

As of* March 31, 2025,the liability was $6.6 million and is included in accrued expenses and other current liabilities within the condensed consolidated balance sheets. During thethree* months ended* March 31, 2025,*the Company recorded interest expense of $0.8 million to adjust the redemption value of the mandatorily redeemable noncontrolling interest. The expenses are included in other income, net within the condensed statements of income (loss).

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4. Goodwill

The changes in the carrying amounts of goodwill were as follows:

5. Intangible Assets, Net

Intangible assets consist of acquired intangible assets and self-developed software.

A summary of the balances of the Company’s intangible assets as of* March 31, 2025* and* December 31, 2024* is presented below:

Amortization expense for intangible assets was $0.8 million for thethree months ended* March 31, 2025*, and $0.6 million for thethree months ended* March 31, 2024*.

As of* March 31, 2025*, estimated future amortization expense for intangible assets, net is as follows:

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6. Accounts Receivable, Net

Accounts receivable, net, consists of the following components:

7. Line of Credit

The Company maintains a loan and security agreement (the “Loan Agreement”) with HSBC Bank USA, National Association, (“HSBC”) as lender, for a revolving line of credit of up to $30.0 million, with an accordion feature that provides up to $20.0 million of additional borrowing capacity the Company* maydraw upon at its request. Of the$30.0* million line of credit, a sublimit of approximately $5.3 million is designated to facilitate the issuance of bank guarantees, including letters of credit. The line bears interest at a rate equal to term SOFR plus 3.0% to 3.3% depending on the Consolidated Total Leverage Ratio (as defined in the Loan Agreement). The line carries an unused fee at a rate equal to 0.5%. The line will mature on* November 3, 2026.We are required to maintain a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Loan Agreement) as well as a maximum Consolidated Total Leverage Ratio, tested by HSBC each quarter. The Company pledged, assigned and granted HSBC a security interest in all shares of its subsidiaries, future proceeds and assets (except for excluded assets, including material intellectual property) as security for the performance of the Loan Agreement obligations. As of March 31, 2025,*the Company is compliant with all covenants under the line and hadno borrowings outstanding under the line of credit.

8. Income Taxes

The Company had an effective tax rate of 26.8% for thethree months ended* March 31, 2025*, and 1062.6% for thethree months ended* March 31, 2024*.

The change in effective tax rates for thethree-month period ended* March 31, 2025* as compared to thethree-month period ended* March 31, 2024* was primarily due to the mix of pre-tax income (loss) results by jurisdictions taxed at different rates, the impact of foreign inclusions and stock-based compensation.

The Company continues to evaluate the realizability of its deferred tax assets on a quarterly basis and will adjust such amounts in light of changing facts and circumstances. In making such an assessment, management would consider all available supporting data, including the level of historical taxable income, future reversals of existing temporary differences, tax planning strategies, and projected future taxable income.

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9. Leases

The Company is obligated under various non-cancelable operating leases primarily for office space. The initial terms of the leases expire on various dates through2030. We determine if an arrangement is a lease at inception.

The components of the Company’s operating lease expenses are reflected in the condensed consolidated statements of income (loss) as follows:

(1) Short-term lease expenses include rent expenses from leases of12 months or less on the transition date or lease commencement.

(2) Variable lease cost includes common area maintenance, property taxes, and fluctuations in rent due to a change in an index or rate.

Our lease agreements generally contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. We elected to combine fixed payments for non-lease components, for all classes of underlying assets, with our lease payments and account for them together as a single lease component which increases the amount of our lease assets and liabilities.

During thethree months ended* March 31, 2025* and2024, right-of-use assets obtained in exchange for new operating lease liabilities amounted to $3.6 million and $0.7 million, respectively.

Other information related to operating leases is as follows:

As of* March 31, 2025*, our operating leases had a weighted average remaining lease term of 3.2 years and a weighted average discount rate of 5.5%.

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As of* December 31, 2024,*our operating leases had a weighted average remaining lease term of 3.3 years and a weighted average discount rate of 5.2%.

The maturity schedule of the operating lease liabilities as of* March 31, 2025* is as follows:

(1) Includes the current portion of operating lease liabilities of $6.4 million, which is reflected in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

As of* March 31, 2025,letters of credit have been issued in the amount of $1.0 million as security for operating leases. The letters of credit are secured by certificates of deposit and a sublimit of our line of credit (refer to “Note7 - Line of Credit*” for further details). The certificates of deposit are included in short-term investments and other assets within the condensed consolidated balance sheets.

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10. Commitments and Contingencies

Commitments

The Company has outstanding unconditional purchase commitments to procure licenses to use information technology (“IT”) software from suppliers. These agreements are negotiated in consideration of the volume of transactions with select suppliers and the associated required transaction volumes are expected to be met through the normal course of business.

In* December 2022,the Company signed an unconditional purchase commitment in the amount of $96.0 million to purchase IT solutions over athree-year term. Under this agreement, payments are made upon access to the service. Any remaining obligations are due at the end of thethree-year term in December 2025as specified in the agreement. Given the Company’s history of procuring similar products, it is expected that cash payments to the supplier will occur in2023* through2025 with any remaining amounts coming due in2025. During thethree months ended* March 31, 2025and2024,* the Company paid $8.2 million and $6.7 million, respectively, related to the* December 2022*agreement.

In* December 2024,*the Company signed an unconditional purchase commitment in the amount of $15.0 million to purchase additional IT solutions over afive-year term. Under this agreement, payments are made upon access to the service. The agreement specified four minimum commitment periods. The minimum commitment payments are due at the end of each minimum commitment period.

In* February 2024,the Company made a commitment to contribute $50.0 million to a growth equity fund. As of March 31, 2025,*this commitment remains outstanding. Refer to “Note 13 - Growth Equity Fund” for more information.

Legal Proceedings

In the normal course of its business, the Company* maybe involved in various claims, negotiations and legal actions. Except for such claims that arise in the normal course of business, as of March 31, 2025*, the Company wasnot a party to any other litigation.

Indemnification

The Company has entered into indemnification agreements with its executive officers and directors. These agreements, among other things, require AvePoint to indemnify its directors and executive officers to the fullest extent permitted by Delaware law, specifically the Delaware General Corporation Law (as the same exists or* mayhereafter be amended) for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services asone* of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request.

As part of the business combination with Apex Technology Acquisition Corporation, Inc. (“Apex”), we assumed certain indemnification obligations for Apex Technology Sponsor LLC and Jeff Epstein, Brad Koenig, David Chao, Peter Bell, Donna Wells, and Alex Vieux (the “Indemnitees” or “Defendants”). On* February 2, 2024,Drulias and Farzad (as purported Apex stockholders, the “Plaintiffs”) filed a class action complaint against the Indemnities in Delaware Court of Chancery, captioned Dean William Drulias, et.al. v. Apex Technology Sponsor LLC, et.al., C.A.No. 2024-0094-LWW. Plaintiffs asserted breach of fiduciary duty and unjust enrichment claims against the Defendants. The complaint alleged that Defendants made false and misleading disclosures in the June 2, 2021proxy statement of Apex impacting its stockholders’ vote to approve a merger between Apex and us and also affecting stockholders’ redemption rights prior to the merger. Plaintiffs sought unspecified damages, rescission or rescissory damages, and disgorgement of unjust enrichment. We werenot* a named defendant in the complaint but had indemnification obligations to the Defendants under indemnification agreements executed during the merger. Also, in accordance with the business combination agreement, the Defendants obtained insurance policies to cover post-closing liability, with Apex securing a policy with a limit of $10 million and the sponsors obtaining a policy with a $3 million limit. The parties participated in a mediation in* Octoberand agreed to settlement terms. Pursuant to a signed letter of intent and a forthcoming settlement agreement, releasing us and the Defendants and settling the class action, we will contribute $1.4 million toward the full settlement amount of $14.4 million. The remaining $13 million will be paid pursuant to thetwo* aforementioned insurance policies covering the Defendants and sponsor. As of* March 31, 2025and December 31, 2024,*an estimated accrual of $1.4 million was included in the accrued expenses and other current liabilities within the condensed consolidated balance sheets.

Guarantees*** ***

In the normal course of business, customers in certain geographies or in highly regulated sectors occasionally require contingency agreements for the completion of service projects, the completion of which are secured by certificates of deposit and a sublimit of our line of credit (refer to “Note7* - Line of Credit*” for further details). The certificates of deposit are included in short-term investments within the condensed consolidated balance sheets. As of* March 31, 2025*, letters of credit for customer-related contingency agreements have been issued in the amount of $4.8 million, as security for the agreements. These agreements havenot had a material effect on our results of operations, financial position or cash flow.

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11. Warrant Liabilities

Private Warrants to Acquire Common Stock

On* July 1, 2021,*the Company granted 405,000 private placement warrants with a 5-year term and an exercise price of $11.50 per share. Management has determined that the private placement warrants are to be classified as liabilities to be marked to market at each reporting period.

The private placement warrants are non-transferable and any transfer to an unrelated party would cause the warrants to be converted into public warrants. Consequently, the fair value of the private placement warrants is equivalent to the quoted price of the publicly traded warrants. Under this approach, the fair value of the private placement warrants on* July 1, 2021,was determined to be $1.4 million. The fair value was remeasured as of March 31, 2025* and* December 31, 2024*, and was determined to be $1.4 million and $1.9 million, respectively, and included in other liabilities in the condensed consolidated balance sheets. As a result, a $0.5 million gain was recognized during thethree months ended* March 31, 2025*, and a $0.1 million loss was recognized during thethree months ended* March 31, 2024*, and included as other income, net in the condensed consolidated statements of income (loss).

As of* March 31, 2025,*328,750 private placement warrants remained outstanding.

12. Stockholders’** Equity**

The Company hasone class of capital stock: common stock. The following summarizes the terms of the Company’s capital stock.

Common Stock

Pursuant to the Company’s restated Articles of Incorporation, the Company was authorized to issue up to 1,000,000,000 shares of common stock at $0.0001 par value. There were 203,030,980 and 194,070,512 shares issued and outstanding as of* March 31, 2025* and* December 31, 2024*, respectively. Each share of common stock is entitled toone vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Company’s Board of Directors. The Company’s Board of Directors hasnot declared common stock dividends since inception.

Share Repurchase Program

On* March 17, 2022,the Company announced that its Board of Directors authorized a new share repurchase program (the “Share Repurchase Program”) for the Company to buy back shares of its common stock for a period ofthree years from the date of authorization. On February 25, 2025,the Company’s Board of Directors renewed the Share Repurchase Program for an additionalthree* years from the date of renewal. Under the Share Repurchase Program, the Company has the authority to buy up to $150 million of common stock via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program* maybe suspended or discontinued at any time. The Company isnot* obligated to make purchases of, nor is it obligated to acquire any particular amount of, common stock under the Share Repurchase Program. During thethree months ended* March 31, 2025, the Company repurchased and retired 800,995 shares at an average price of $14.86 per share. The shares were returned to the status of authorized but unissued shares. As a result, common stock amount, additional paid-in capital, and accumulated deficit in the condensed consolidated balance sheet during thethree* months ended* March 31, 2025,were reduced by $0.0 million, $3.4 million, and $8.5 million, respectively. During thethree* months ended* March 31, 2024*, the Company repurchased and retired 1,758,850 shares at an average price of $7.81 per share.

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Public Warrants to Acquire Common Stock

On* July 1, 2021,the Company issued 17,500,000 public warrants with an exercise price of $11.50. Each warrant entitles the registered holder to purchaseone share of AvePoint’s common stock and the warrants are exercisable from the date of issuance through July 1, 2026.*

During thethree months ended* March 31, 2025,7,595,099 warrants were exercised, with total cash received of $87.3 million. As of March 31, 2025*,6,890,701 warrants remained outstanding.

13. Growth Equity Fund

On* February 28, 2024,the Company and Lumens Capital Partners Ltd. (“LCP”) establishedA3V* JV Co. (the “Venture”), with each owning an equal share of the Venture. In addition, the Company entered into a separate agreement with LCP to formA3 Ventures Fund1, L.P. (the “Fund”). The Fund is a Cayman Islands-exempted limited partnership, aimed at investing in companies in the growth equity phase and mature cashflow generating businesses with strong growth potential. The Fund looks to invest in companies situated in enterprise software markets aligning with the professional expertise and geographical presence of both the Company and LCP.

The Venture wholly ownsA3V GP Co., which serves as the general partner of the Fund. As a limited partner, the Company committed to contribute $50.0 million to the Fund, to be called as needed, for portfolio investments, fees, and expenses of the Fund. The Company also participates in Fund establishment costs and an annual management fee equal to 2.0% of the total commitment. Any future repayment obligations will be triggered upon the receipt by LCP of profit allocations related to the Fund.

As of* March 31, 2025,no portion of the Company’s $50.0 million commitment has been called or was callable, and the operations of the Fund and the Venture havenot* materially impacted the Company’s financial position, financial performance, or cash flows.

As of* March 31, 2025* and* December 31, 2024*, management fees and establishment costs of $2.7 million and $2.4 million, respectively, were included in accrued expenses and other liabilities in the condensed consolidated balance sheets. During thethree months ended* March 31, 2025and2024,* management fees and establishment costs of $0.3 million and $0.6 million, respectively, were included in general and administrative in the condensed consolidated statements of income (loss).

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14. Stock-Based Compensation

The Company maintains the2021 Equity Incentive Plan (the “2021 Plan”). As of* March 31, 2025*,24,276,338 shares remained for future issuance under the2021 Plan. To date, the Company has issued only stock options and restricted stock units to employees, directors and consultants.

For thethree months ended* March 31,*2025 and2024, total stock-based compensation expense was $9.6 million and $9.5 million, respectively.

Stock Options

The compensation costs for stock option awards are recognized using the straight-line attribution method over the requisite service period and are accounted for forfeitures as they occur. Stock options vest over afour-year service period and expire on thetenth anniversary of the date of award.

On* March 14, 2025,the Company granted 269,685 options under the2021* Plan. The Company estimated the grant date fair value of these stock options using the Black-Scholes option-pricing model with the following weighted-average assumptions:

To estimate the expected life of stock options, the Company considered the vesting term, contractual expiration period, and market conditions. Expected volatility is based on historical volatility of a group of peer entities. Dividend yields are based upon historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasuryzero coupon issues with a remaining term equal to the expected life. Based on these inputs, the grant-date fair value was determined to be $2.2 million.

As of* March 31, 2025*, there was $7.4 million in unrecognized compensation costs related to all unvested options.

As of* March 31, 2025*, the Company had 23,131,333 options outstanding and 21,237,602 options exercisable with intrinsic values of $230.3 million and $218.4 million, respectively. During thethree months ended* March 31, 2025*,418,369 options were exercised, with a total intrinsic value of $5.9 million.

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Restricted Stock Units

Under the terms of the2021 Plan, we have issued restricted stock unit awards with a continuous employment condition only (“Time-Based RSUs”), and restricted stock unit awards with a continuous employment condition that are also contingent on the Company meeting certain performance goals (“PSUs”, and together “RSUs”). Both types of RSU awards vest over afour-year period from the grant date.

2,041,643 Time-Based RSUs and 301,842 PSUs were granted under the2021 Plan during thethree months ended* March 31, 2025*, with a weighted-average grant date fair-value of $14.66 per award. The compensation costs for RSUs are recognized using the straight-line attribution method over the requisite service period and are accounted for forfeitures as they occur. RSUs are measured at the fair market value of the underlying stock at the grant date. RSUs that vested during thethree months ended* March 31, 2025* had an aggregate fair value at vesting of $26.2 million. As of* March 31, 2025*, there was $79.5 million in unrecognized compensation costs specific to the unvested RSUs, to be recognized over a weighted-average period of 2.9 years. As of* March 31, 2025*, the Company had 9,423,644 unvested Time-Based RSUs and 804,518 unvested PSUs with a weighted-average grant date fair-value of $8.19 per award.

15. Fair Value Measurements

Fair value is the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value are measured and classified in accordance with athree-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Thethree levels of inputs used to measure fair value are as follows:

(1)The majority of certificates of deposit are foreign deposits.

(2) During2023, the Company extended a credit facility to LCP with a total commitment of up to $5.0 million and maturities of greater thantwelve months (the “LCP Notes Receivable”). Refer to “Note13* — Growth Equity Fund*” for further details. The LCP Notes Receivable bear interest at an annual rate equal to 8%. As of* March 31, 2025* and* December 31, 2024*, the LCP Notes Receivable in the amounts of $3.9 million and $3.8 million, respectively, were included in other assets within the condensed consolidated balance sheets. Fair values are based on discounted future cash flows using current interest rates offered for similar notes tothird parties with similar credit ratings for the same remaining maturities.

(3)The fair value of mandatorily redeemable noncontrolling interest is based on discounted redemption value using risk-free rates offered for similar financing with the same remaining maturities.

(4)Refer to “Note11* — Warrant Liabilities*” for further details.

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The following tables summarize the Company’s available-for-sale securities measured at fair value as of* March 31, 2025and December 31, 2024.*

The contractual maturity of the available-for-sale securities held as of* March 31, 2025and December 31, 2024was withinone* year.

16. Segment Information

The Company manages its business activities on a consolidated basis and operates in asingle operating segment. Its products and services are sold throughout the world, through direct and indirect sales channels. The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM makes operating performance assessment and resource allocation decisions on a consolidated basis. The CODM doesnot review assets in evaluating the results of the segment.

The accounting policies of the segment are the same as those described in “Note 2 - Summary of Significant Accounting Policies”. The CODM assesses performance for the consolidated entity and decides how to allocate resources based on net income (loss) reported on the consolidated statements of income (loss). The CODM uses net income (loss) to monitor budgeted versus actual results and to conduct competitive analysis by benchmarking against industry peers. Additionally, net income (loss) serves as a basis for making strategic decisions, such as acquisitions and reinvestments into the business, and establishing management compensation linked to segment performance.

The following table sets forth the information about the Company’s reported segment revenue, segment profit or loss, and significant segment expenses:

(1) The other segment items category includes professional services, rent, software maintenance, travel, depreciation and amortization, certain overhead expense, and mark-to-market of earn-out shares liabilities and warrant liabilities.

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Revenue by geography is based upon the billing address of the customer. All transfers between geographic regions have been eliminated from consolidated revenue. The following table sets forth revenue by geographic area:

The following table sets forth revenue generated by countries which represent more than10% of total consolidated revenue:

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17. Other Income, Net

Other income, net is disaggregated as follows:

(1) Profits on securities consist of interest income from amortization of the discount arising at acquisition of U.S. treasury bills.

18. Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing total net income (loss) by the weighted average common shares outstanding for the period. In computing diluted net income (loss) per share, the Company adjusts the denominator, subject to anti-dilution requirements, to include the dilution from potential shares of common stock resulting from outstanding share-based payment awards and warrants.

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The below table includes the total potentially dilutive securities for thethree months ending* March 31, 2025and2024,* which have been excluded from the computation of diluted net income (loss) per share as their effect is anti-dilutive:

19. Subsequent Events

The following material subsequent event occurred since the date of the most recent balance sheet period reported.

At the end of* March 2025,the Company offered to purchase all of the remaining outstanding interest of MaivenPoint Ptd. Ltd. (“MaivenPoint”) from the remaining minority interest holders for an aggregate total of approximately$11.6 million in cash. As of the end of April,all minority interest holders accepted the Company’s offer subject to acceptable terms and conditions to be drafted in a shareholder purchase agreement in May**2025.* Following the acquisition of the interest, the Company will be the sole interest holder in MaivenPoint.