Marqeta, Inc.

(Tabular Amounts in Thousands, Except Per Share Amounts, Ratios, or as Noted)

1. Business Overview and Basis of Presentation

Marqeta, Inc. (“the Company”) was incorporated in the state of Delaware in 2010 and creates digital payment technology for innovation leaders. The Company's modern card issuing platform empowers its customers to create customized and innovative payment card programs, giving them the configurability and flexibility to build better payment experiences.

The Company provides all of its customers issuer processor services and for most of its customers it also acts as a card program manager. The Company primarily earns revenue from processing card transactions for its customers.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission, (“SEC”), for interim reporting. Certain information and note disclosures included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 26, 2025. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Annual Report on Form 10-K.

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature considered necessary for a fair presentation of the Company's consolidated financial position, results of operations, comprehensive loss, and cash flows for the interim periods presented. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or for any other future annual or interim period.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make various estimates and assumptions relating to reported amounts of assets and liabilities, disclosure of contingent liabilities, and reported amounts of revenue and expenses. Significant estimates and assumptions include, but are not limited to, the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the estimation of contingent liabilities, the fair value of equity awards and warrants, share-based compensation, the estimation of variable consideration in contracts with customers, the cumulative network incentive rate the Company expects to earn during the annual measurement period, the reserve for contract contingencies and processing errors and valuation of income taxes. Actual results could differ materially from these estimates.

Business Risks and Uncertainties

The Company has incurred net losses each quarter since its inception with the exception of the quarter ended June 30, 2024. The Company had an accumulated deficit of $806.8 million as of June 30, 2025. The Company expects to incur net losses from operations for the foreseeable future as it incurs costs and expenses related to creating new products for customers, acquiring new customers, developing its brand, expanding into new geographies and continued development of the existing platform infrastructure. The Company believes that its cash and cash equivalents of $732.7 million and short-term investments of $88.9 million as of June 30, 2025 are sufficient to fund its operations through at least the next twelve months from the issuance of these financial statements.

2. Summary of Significant Accounting Policies

Significant Accounting Policies

Costs of Revenue

The Company has marketing and incentive arrangements with Card Networks, that provide the Company with monetary incentives for establishing customer card programs with and routing transaction volume through the respective Card Networks. These incentives are typically calculated as a percentage of the processed transaction volume or the number of transactions routed through the Card Network. The Company accounts for these incentives as a reduction of Card Network fees within Costs of Revenue in customer arrangements where the Company acts as the principal. As processing volumes increase, the Company earns a higher cumulative incentive rate, subject to achieving specific cumulative volume thresholds within an annual measurement period. For certain incentive arrangements, the annual measurement period may not align with the Company’s fiscal year.

Prior to the second quarter of fiscal year 2025, the Company recognized network incentives in the period when cumulative transaction volume thresholds were met, due to insufficient data to reliably estimate the incentives the Card Networks would ultimately earn over the respective annual period. This approach resulted in fluctuations in Card Network fees, particularly when thresholds were reached, as higher incentive rates were applied retroactively to the entire measurement period. Historically, the Company has earned the highest incentive rates in the first quarter of its fiscal year, when annual measurement periods are nearing completion and higher cumulative transaction volume thresholds are achieved. Conversely, the second quarter generally reflected the lowest incentive rates, as the annual measurement periods and cumulative transaction volume thresholds reset to lower levels.

Effective in the second quarter of fiscal year 2025, the Company revised its accounting policy for estimating and recognizing network incentives. The Company now estimates and recognizes network incentives based on the cumulative incentive rates it expects to earn over the annual measurement period. The Company estimates the cumulative incentive rates based on its forecasts for the annual measurement periods, which incorporate both historical experience and our expectations of future events, in addition to other qualitative considerations. The cumulative incentive rates are applied to the volume and/or number of transactions processed during the reporting period to calculate the quarterly network incentives recognized. As a result of this policy revision, the Card Network incentives recognized during the three months ended June 30, 2025 were $6.8 million higher compared to the amount that would have been recognized under the previous policy.

Uncollected incentives are included in Network incentives receivable on the Consolidated Balance Sheets. The Company's contracts with Card Networks and Issuing Banks generally have terms ranging between three tofive years, with options for renewal inone- totwo-year increments upon mutual agreement.

There have been no other material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”)issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The standard is effective for the Company’s annual period beginning January 1, 2025, with interim disclosures required for the period beginning January 1, 2026. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company will adopt the standard prospectively and is currently evaluating the operational and financial reporting implications of this standard.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”). ASU 2024-03 is intended to improve disclosures about a public business entity's expenses and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for the Company in fiscal 2027 on a retrospective basis, with early adoption permitted. The Company is currently evaluating the operational and financial reporting implications of this standard.

3. Revenue

Disaggregation of Revenue

The following table provides information about disaggregated revenue from customers:

Contract Balances

The following table provides information about contract assets and deferred revenue:

Net revenue recognized during the three months ended June 30, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $4.5 million and $4.3 million, respectively. Net revenue recognized during the six months ended June 30, 2025 and 2024 that was included in the deferred revenue balances at the beginning of the respective periods was $8.5 million and $6.0 million, respectively.

Remaining Performance Obligations

The Company has performance obligations associated with commitments in customer contracts for future stand-ready obligations to process transactions throughout the contractual term. As of June 30, 2025, the aggregate transaction price allocated to our remaining performance obligations was $45.6 million. The Company expects to recognize approximately 63% withintwo years and the remaining 37% over the next three tofive years.

4. Business Combinations

TransactPay

On December 23, 2024, the Company entered into an agreement with Neptune International Ltd, an exempted company limited by shares incorporated under the laws of Bermuda, to purchase Transact Payments Limited (collectively, with its affiliates, “TransactPay”). On July 31, 2025, the transaction was completed in accordance with the terms in the merger agreement, and the Company paid €46.0 million in cash. The agreement also includes up to €5.0 million of contingent consideration that could be paid post-closing. TransactPay provides BIN Sponsorship, E-Money Licensing, and Virtual Account services in the UK and Europe. As of the closing date, the purchase price allocation (PPA) has not yet been finalized. The Company expects the PPA to include identifiable intangible assets, such as Electronic Money Institution licenses and customer relationships, with the residual amount allocated to goodwill.

5. Intangible Assets, net

The following table presents the Intangible assets resulting from the Company’s business combinations as of the dates presented:

The amortization period for developed technology intangible assets is 7 years. Amortization expense for intangible assets was $1.5 million for both the three months ended June 30, 2025 and 2024, and $2.9 million for both the six months ended June 30, 2025 and 2024.

Expected future amortization expense for intangible assets was as follows as of June 30, 2025:

6. Short-term Investments

The Company's short-term investments are classified as available-for-sale securities and recorded at fair value within Current assets in the Condensed Consolidated Balance Sheets. These investments may be sold at anytime to support operational needs, even prior to maturity.

The amortized cost, unrealized gain, and estimated fair value of the Company's short-term investments consisted of the following:

The Company didnot have any short-term investments in unrealized loss positions as of June 30, 2025 and December 31, 2024. Generally, the Company does not intend to sell short-term investments that have unrealized losses, nor anticipates that it is more likely than not that it will be required to sell such securities before any anticipated recovery of the entire amortized cost basis.

There wereno realized gains or losses from short-term investments that were reclassified out of accumulated other comprehensive loss for both the three and six months ended June 30, 2025 and 2024. The Company determined there were no material credit or non-credit related impairments as of June 30, 2025.

The following table summarizes the stated maturities of the Company’s short-term investments:

7. Fair Value Measurements

The following tables present the fair value hierarchy for assets and liabilities measured at fair value:

The Company classifies money market funds, U.S. treasury bills, commercial paper, certificates of deposit, U.S. treasury securities, asset-backed securities, and corporate debt securities within Level 1 or Level 2 of the fair value hierarchy because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs.

There were no transfers of financial instruments between the fair value hierarchy levels during the three and six months ended June 30, 2025, or the year ended December 31, 2024.

8. Certain Balance Sheet Components

Property and Equipment, net

Property and equipment consisted of the following:

Depreciation and amortization expense related to property and equipment was $5.2 million and $2.5 million for the three months ended June 30, 2025 and 2024, respectively and $9.1 million and $4.6 million for the six months ended June 30, 2025 and 2024, respectively.

The Company capitalized $10.9 million and $7.2 million as internal-use software development costs during the three months ended June 30, 2025, and 2024, respectively, and $19.6 million and $14.6 million during the six months ended June 30, 2025, and 2024, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

9. Leases

In 2016, the Company entered into a lease agreement for its principal executive office located in Oakland, California (the “Oakland lease”), for 19,000 square feet of office space, which was subsequently amended resulting in a total of 63,000 square feet of office space being leased. The Company’s lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms. The Company is responsible for operating expenses that exceed the amount of base operating expenses as defined in the original lease agreement.

During the second quarter of 2025, the Company amended its Oakland lease, extending the term for certain floors by 24 months. The lease modification was not accounted for as a separate contract, and the extension has been accounted for as an operating lease. Accordingly, the Company recorded an increase to the Operating lease right-of-use assets, net and Operating lease liabilities, net of current portion in the Condensed Consolidated Balance Sheets of approximately $3.5 million, which represents the present value of the lease payments for the 24-month extension

The Company's operating lease costs are as follows:

The Company does not have any sublease income and the Company’s lease agreements do not contain any residual value guarantees or material restrictive covenants.

The weighted average remaining operating lease term and the weighted average discount rate used in the calculation of the Company's lease assets and lease liabilities were as follows:

Maturities of operating lease liabilities by year are as follows as of June 30, 2025:

10. Commitments and Contingencies

Letter of Credit and Restricted Cash

In connection with the Oakland lease, the Company is required to provide the landlord a $1.5 million letter of credit. The Company has secured this letter of credit by depositing $1.5 million with the issuing financial institution. In April 2025, the lease was amended, which extended the lease for a reduced amount of office space bytwo years. As part of the extension, the letter of credit will be reduced to $0.9 million effective on March 1, 2026, with an expiration date of February 2028. As of June 30, 2025, $0.9 million of restricted cash is recorded in Other assets on the Condensed Consolidated Balance Sheet to reflect the extended obligation, while the remaining $0.6 million, expiring in February 2026, remains in current assets as Restricted cash.

Additionally, Restricted cash in the Condensed Consolidated Balance Sheets includes a $7.0 million deposit held at an Issuing Bank, which serves as collateral to ensure settlement of customer transactions with the Card Networks, in the event that customer funds are not deposited in time.

Legal Contingencies

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. As of June 30, 2025 and December 31, 2024, there were no legal contingency matters, either individually or in aggregate, that would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Given the unpredictable nature of legal proceedings, the Company bases its assessment on the information available at the time the financials are available to be issued. As additional information becomes available, the Company reassesses the probability of the loss contingency and the potential liability, and may revise the estimate.

On December 9, 2024, a putative securities class action lawsuit, captioned Wai v. Marqeta, Inc., et al., Case No. 24-cv-08874 (N.D. Cal.), was filed in federal court in the Northern District of California (“Court”) against the Company, its former Chief Executive Officer, and its Chief Financial Officer (“Defendants”) alleging violations of federal securities laws. The lawsuit asserts that Defendants made false or misleading statements relating to the Company’s performance or revenue and gross profit expectations in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder.

On December 10, 2024, a second putative securities class action lawsuit, captioned Ford v. Marqeta, Inc., et al., Case No. 24-cv-08892 (N.D. Cal.), was filed in the same Court against the same Defendants alleging violations of the same federal securities laws. The second lawsuit asserts similar theories of liability as the first lawsuit. Both lawsuits (collectively, the “Securities Actions”) seek to recover damages on behalf of shareholders who acquired shares of the Company’s common stock during their respective putative class periods. The Securities Actions have been consolidated into one consolidated securities litigation captioned In re Marqeta, Inc. Securities Litigation, Case No. 24-08874-YGR (N.D. Cal) and the Court has appointed a lead plaintiff and lead plaintiff’s counsel in the matter. On April 10, 2025, the lead plaintiff filed a consolidated amended complaint, which alleges a putative class period of between February 28, 2024 and November 4, 2024. The Company and the other Defendants filed a motion to dismiss the consolidated amended complaint on May 15, 2025.

Given the inherent uncertainty of litigation, the Company cannot reasonably estimate the likelihood of an unfavorable outcome or the amount or range of any potential loss.

Settlement of Payment Transactions

Generally, customers deposit a certain amount of pre-funding into accounts maintained at Issuing Banks to settle their payment transactions. Such pre-funding amounts may only be used to settle customers’ payment transactions and are not considered assets of the Company. As such, the funds held in customers’ accounts at Issuing Banks are not reflected on the Company’s Condensed Consolidated Balance Sheets. If a customer does not have sufficient funds to settle a transaction, the Company is liable to the Issuing Bank to settle the transaction and would therefore incur losses if such amounts cannot be subsequently recovered from the customer. The Company did not incur losses of this nature during the three and six months ended June 30, 2025 and 2024, respectively.

Indemnifications

In the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, Card Networks, Issuing Banks, vendors, lessors, and other parties with respect to certain matters, including, but not limited to, losses or expenses arising out of the breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. With respect to Issuing Banks, the Company has received requests for indemnification from time to time and may indemnify an Issuing Bank for losses such Issuing Bank may incur for non-compliance with applicable laws and regulations, if those losses resulted from the Company’s failure to perform under its program agreement. No significant claims have been incurred during the three and six months ended June 30, 2025 and 2024.

In addition, the Company has entered into indemnification agreements with its directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. As of June 30, 2025 and December 31, 2024, no demands have been made upon the Company to provide indemnification under such agreements, and the Company is not aware of any claims that could have a material effect on its Condensed Consolidated Financial Statements.

The Company also includes service level commitments to its customers, warranting certain levels of performance and permitting these customers to receive credits in the event the Company fails to meet the levels outlined in their respective agreements. No material credits were issued during the three and six months ended June 30, 2025 and 2024.

11. Stock Incentive Plans

The following table presents the share-based compensation expense by award type recognized within the following line items in the Condensed Consolidated Statement of Operations and Comprehensive Loss and Condensed Consolidated Balance Sheet in the periods presented:

Restricted Stock Units and Performance Share Units

A summary of the Company's restricted stock units (RSUs) and performance-based restricted stock units (PSUs) activity under the Plans was as follows:

As of June 30, 2025, unrecognized compensation expense related to unvested RSUs and PSUs was $168.6 million. These costs are expected to be recognized over a weighted-average period of 2.0 years.

Stock Options

A summary of the Company's stock option activity under the Plans is as follows:

(1) Intrinsic value is calculated based on the difference between the exercise price of in-the-money-stock options and the fair value of the common stock as of the respective balance sheet dates.

(2) The 2011 Plan allows for early exercise of stock options. Accordingly, options granted under this plan are included as exercisable stock options regardless of vesting status.

As of June 30, 2025, aggregate unrecognized compensation expense related to unvested outstanding stock options was $4.7 million. These costs are expected to be recognized over a weighted-average period of 1.2 years.

12. Stockholders’ Equity Transactions

Share Repurchase Programs

On May 6, 2024, the Company’s Board of Directors authorized a share repurchase program of up to $200 million of the Company’s Class A common stock (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company was authorized to repurchase shares through open market purchases, in privately negotiated transactions or by other methods, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. Repurchase decisions, including timing and volume of repurchases, are based on general business and market conditions, and other factors, including legal requirements. The 2024 Share Repurchase Program had no set expiration date and was fully completed by March 31, 2025.

On February 25, 2025, the Company’s Board of Directors authorized an additional share repurchase program for up to $300 million of the Company’s Class A common stock (the “2025 Share Repurchase Program”). Under the 2025 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, in privately negotiated transactions, or by other means, in accordance with applicable federal securities laws, including through trading plans under Rule 10b5-1 of the Exchange Act. Repurchase decisions are based on general business and market conditions, and other factors, including legal requirements. The 2025 Share Repurchase Program has no set expiration date.

During the six months ended June 30, 2025, the Company repurchased approximately 19.2 million shares under the 2024 Share Repurchase Program for a total cost of $80.5 million, at an average price of $4.20 per share. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $1.1 million during the six months ended June 30, 2025 are reflected as a reduction to common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets.

During the three and six months ended June 30, 2025, the Company repurchased approximately 35.2 million and 42.3 million shares under the 2025 Share Repurchase Program for $162.9 million and $193.1 million, at an average price of $4.64 and $4.58 per share, respectively. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $2.1 million and $2.6 million during the three and six months ended June 30, 2025, respectively, are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets. As of June 30, 2025, $106.9 million remained available for future share repurchases under the 2025 Share Repurchase Program.

During the three and six months ended June 30, 2024, the Company repurchased approximately 11.0 million shares in the open market under the 2024 Share Repurchase Program for $59.1 million at an average price of $5.39 per share. The aggregate cost of the shares repurchased and the related transaction costs and excise taxes of $0.6 million are reflected as a reduction to Common stock and Additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets.

Additionally, during the six months ended June 30, 2024, the Company repurchased 5.2 million shares under the 2023 Share Repurchase Program authorized in May 2023 (the “2023 Share Repurchase Program”) for $32.8 million, at an average price of $6.27 per share. Repurchases under the 2023 Share Repurchase Program were completed by March 31, 2024.

13. Net (Loss) Income Per Share Attributable to Common Stockholders

Basic net (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock. In periods when the Company reported a net loss, diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were anti-dilutive.

The Company calculated basic and diluted net (loss) income per share attributable to common stockholders as follows:

As the liquidation and dividend rights are identical for Class A common stock and Class B common stock, the undistributed earnings are allocated on a proportionate basis and the resulting income or loss per share will, therefore, be the same for both Class A common stock and Class B common stock on an individual or combined basis.

The following potentially dilutive securities were excluded from the computation of diluted net loss per share during the three and six months ended June 30, 2025 because including them would have had an anti-dilutive effect as the Company was in a loss position during the periods:

Potentially dilutive securities that were excluded from the computation of diluted net income per share because including them would have had an anti-dilutive effect were as follows:

14. Income Tax

The Company recorded an income tax expense of $0.2 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and $0.4 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively. Income tax expense for both respective periods was primarily attributable to income tax expense in profitable foreign jurisdictions.

The Company is subject to income tax audits in the U.S. and foreign jurisdictions. The Company records liabilities related to uncertain tax positions and believes that it has provided adequate reserves for income tax uncertainties in all open tax years.

In July 2025, Congress passed and the President signed into law H.R. 1, the One Big Beautiful Bill Act (the "Tax Act"), which addresses certain business tax provisions enacted as a part of the 2017 Tax Cuts and Jobs Act including restoration of 100% bonus depreciation under Section 168(k) and Section 174 expensing for US-based research. Accounting Standards Codification Topic 740, Income Taxes, (“Topic 740”) requires the tax impacts to be included in the reporting period that includes the date the Tax Act was signed into law. As the Tax Act was enacted in the third quarter of fiscal year 2025, the Company is currently evaluating the impact of the tax law changes on its financial position and results of operations.

15. Concentration Risks and Significant Customers

Financial instruments that potentially expose the Company to concentration of credit risk consist of cash and cash equivalents, short-term investments, and accounts receivable. Cash and cash equivalents held with financial institutions may exceed federally insured limits, posing potential credit risk.

As of June 30, 2025 and December 31, 2024, short-term investments were $88.9 million and $179.4 million, respectively, and there was no concentration of securities of the same issuer with an aggregate fair value greater than 5% of the total balance, except for U.S. treasury securities, which amounted to $80.0 million, or 90%, at June 30, 2025 and $168.9 million, or 94%, at December 31, 2024, respectively.

A significant portion of the Company's payment transactions are settled throughone Issuing Bank, Sutton Bank. For the three months ended June 30, 2025 and 2024,65% and 72%, respectively, of Total Processing Volume, which is the total dollar amount of payments processed through the Company’s platform, net of returns and chargebacks, was settled through Sutton Bank. For the six months ended June 30, 2025 and 2024,66% and 73%, respectively, of Total Processing Volume was settled through Sutton Bank.

The Company derives a significant portion of its revenue from one customer. This customer accounted for 46% and 47% net revenue for the three months ended June 30, 2025 and 2024, respectively, and 45% and 48% for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, two separate customers accounted for 19% and 12% of the Company’s accounts receivable balance. As of December 31, 2024, two separate customers accounted for 13% and 10% of the Company’s accounts receivable balance.

16. Segment Information

The Company's chief operating decision maker (“CODM”) is its Interim Chief Executive Officer and Chief Financial Officer, who regularly reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company provides a single, global, cloud-based, open API platform for modern card issuing and transaction processing, and primarily earns revenue from processing card transactions for its customers. As such, the Company operates as a single operating segment and reporting unit.

The CODM assesses performance and decides how to allocate resources based on consolidated net income or loss as the measure of profit and loss and consolidated total assets. The measure of segment assets is reported on the balance sheet as total assets. The CODM uses net income or loss in the annual budgeting process and subsequent monitoring of budget versus actual results as well as in assessing the return on consolidated total assets.

The following is the information used by the CODM in assessing segment performance:

1 - The Company operates as a single reportable segment that is managed on a consolidated basis, therefore the Company’s segment net (loss) income is the same as the Company’s consolidated net (loss) income.

Net revenue outside of the United States, based on the billing address of the customer, was 13% and 10%, for the three months ended June 30, 2025 and 2024, respectively, and was 12% and 9%, for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, long-lived assets located outside of the United States were not material and not used by the CODM in assessing and evaluating financial performance and allocating resources.