On November 3, 2023, Flywire, through one if its Australian entities Flywire Pacific Pty Ltd., acquired all of the issued and outstanding shares of StudyLink, an Australian-based SaaS education company that provides platforms to education providers to support their student admissions systems and processes, including features such as eligibility assessment, offer generation, recruitment agent and commission management and acceptance processing. The acquisition of StudyLink was intended to accelerate the Company's success in the Australian higher education market and enhance the Company's value proposition to payers, universities and agents in the higher education ecosystem. The acquisition of StudyLink has been accounted for as a business combination.

The finalization of the purchase accounting assessment is subject to net working capital adjustment completion. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record a net working capital adjustment with a corresponding offset to goodwill to reflect additional information received

about facts and circumstances which existed at the date of acquisition. The Company records adjustments to the assets acquired and liabilities assumed subsequent to the purchase price allocation period in the Company’s operating results in the period in which the adjustments are determined. Any potential adjustments made could be material in relation to the preliminary values presented.

Pursuant to the terms of the business combination agreement, the Company acquired StudyLink for estimated total purchase consideration of approximately $37.6 million or $35.5 million, net of cash acquired, which consisted of (in thousands):


Cash consideration, net of cash acquired	$	32,764
Estimated fair value of contingent consideration		2,701
Total purchase consideration, net of cash acquired	$	35,465

Contingent consideration, which totals up to approximately $2.7 million, represents additional payments that Flywire may be required to make in the future which are dependent upon StudyLink's successful achievement of revenue, volume, cross-selling and engineering implementation milestones and is subject to exchange rate fluctuation adjustment between the U.S. Dollar and Australian Dollar. A portion of contingent consideration can be paid in the form of cash or shares of common stock, at the Company's option.

Additional payments in the form of shares of common stock will be made based on the continuing employment of a key employee; accordingly, the fair value of $2.4 million, or approximately 84,000 shares of common stock, have been excluded from the purchase consideration. These shares are fixed on the date of acquisition and payable only in common stock, therefore are equity-classified.

During the year ended December 31, 2023, the Company expensed $0.2 million in personnel costs associated with retention of the key employee. These personnel costs are included in the Company’s consolidated statements of operations and comprehensive loss and a liability is recorded in accrued expenses and other current liabilities on the consolidated balance sheet.

During the year ended December 31, 2023, the Company incurred $0.7 million in transaction costs, which are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The table summarizes the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands):


Cash	$	2,108
Accounts receivable		2,762
Prepaid expenses and other current assets		432
Other assets		193
Goodwill		20,705
Identifiable intangible assets		19,553
Total assets acquired		45,753
Deferred tax liabilities		2,663
Deferred revenue		2,654
Accounts payable		859
Accrued expenses and other current liabilities		2,004
Total liabilities assumed		8,180
Net assets acquired		37,573
Less: cash acquired		2,108
Net assets, less cash acquired	$	35,465

Goodwill arising from the acquisition of $20.7 million was attributable to the assembled workforce of StudyLink and the synergies expected to arise from the acquisition. The Company expects that no goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of StudyLink and their respective weighted-average estimated amortization periods.


	Estimated Fair Values		Weighted-Average Estimated Amortization Periods
	(in thousands)		(years)
Developed technology	$	7,397		7
Customer relationships		12,027		14
Trade Name/Trademark		129		2
	$	19,553

The results of StudyLink have been included in the consolidated financial statements since the date of the acquisition. StudyLink contributed $1.4 million in platform revenue during the year ended December 31, 2023. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine this amount.

The following unaudited pro forma financial information shows the results of the Company’s operations for the years ended December 31, 2023 and 2022 as if the acquisition had occurred on January 1, 2022. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of StudyLink. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and certain pro forma adjustments to the combined historical financial information of the Company and StudyLink. The pro forma adjustments include:


	Year Ended December 31, 2023						Year Ended December 31, 2022
	Actual			Pro Forma			Actual			Pro Forma
	(in thousands)
Revenue	$	403,094		$	409,161		$	289,375		$	295,325
Net Loss	$	(8,566	)	$	(10,369	)	$	(39,347	)	$	(41,824	)

On July 13, 2022, Flywire acquired all of the issued and outstanding shares of Cohort Go, an Australian-based education payments provider that simplifies the student recruitment process by bringing together students, agents and essential student services such as health insurance into one platform. The acquisition of Cohort Go contributed to the Company's global expansion and accelerated the growth of Flywire's agent related revenue, in which Flywire partners with agents who refer students to the Company. The agent related revenue is reported as transaction revenue for Flywire, while the health insurance related revenue is reported as platform revenue. The acquisition of Cohort Go has been accounted for as a business combination.

During the fourth quarter of 2022, the cash consideration, net of cash acquired and the purchase price allocation was adjusted to reflect a working capital true-up and a change to the deferred tax liability, which was due to additional tax basis associated with the acquired technology intangible asset. This resulted in a $0.2 million increase in the cash consideration, net of cash acquired, a $1.4 million decrease to deferred tax liability and a $1.2 million decrease to goodwill from the quarter ended September 30, 2022 to the year ended December 31, 2022. The adjusted purchase price allocation is reflected in the consolidated balance sheet as of December 31, 2022 and purchase price allocation below.

Pursuant to the terms of the business combination agreement, the Company acquired Cohort Go for estimated total purchase consideration of $33.0 million or $23.1 million, net of cash acquired, which consisted of (in thousands):


Cash consideration, net of cash acquired	$	17,140
Estimated fair value of shares of common stock		4,287
Estimated fair value of contingent consideration		1,695
Total purchase consideration, net of cash acquired	$	23,122

Contingent consideration, which totaled up to $1.7 million represented additional payments that Flywire was required to make, in the form of cash or shares of common stock at the Company's option, which were dependent upon Cohort Go's achievement of specific post-acquisition milestones and were subject to exchange rate fluctuation adjustment between the U.S. Dollar and Australian Dollar. The contingent consideration of $1.7 million was assessed at acquisition date. Subsequent to the acquisition date, at each reporting date, the contingent consideration was remeasured and changes in the fair value resulting from a change in the underlying inputs were recognized in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2023 and 2022, the Company made a payment of contingent consideration of $1.7 million and $0.5 million, respectively, in the form of cash, based on Cohort Go's successful and timely achievement of the contracted milestones. No additional contingent consideration is due or payable with respect to the Cohort Go acquisition.

During the year ended December 31, 2022, the Company incurred $0.6 million in transaction costs, which are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed (in thousands):


Cash	$	9,880
Accounts receivable		558
Funds receivable from payment partners		3,767
Prepaid expenses and other current assets		314
Other assets		494
Goodwill		16,197
Identifiable intangible assets		16,408
Total assets acquired		47,618
Deferred tax liabilities		5,012
Deferred revenue		264
Funds payable to clients		4,071
Accounts payable		1,740
Accrued expenses and other current liabilities		3,529
Total liabilities assumed		14,616
Net assets acquired		33,002
Less: cash acquired		9,880
Net assets, less cash acquired	$	23,122

Goodwill arising from the acquisition of $16.2 million was attributable to the assembled workforce of Cohort Go and the synergies expected to arise from the acquisition. The Company expects that no goodwill from this acquisition will be deductible for income tax purposes.

The following table reflects the estimated fair values of the identified intangible assets of Cohort Go and their respective weighted-average estimated amortization periods.


	Estimated Fair Values		Weighted- Average Amortization Periods
	(in thousands)		(years)
Developed technology	$	5,356		7
Agent and customer relationships		11,052		13
	$	16,408

The results of Cohort Go have been included in the consolidated financial statements since the date of the acquisition. Cohort Go contributed $16.6 million in transaction revenue and $10.4 million in platform revenue during the year ended December 31, 2023 and $6.4 million in transaction revenue and $3.3 million in platform revenue during the year ended December 31, 2022. The Company has not disclosed net income or loss since the acquisition date as the

business was fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine this amount.

The following unaudited pro forma financial information shows the results of the Company’s operations for the years ended December 31, 2022 and 2021 as if the acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is presented for information purposes only and is not necessarily indicative of what would have occurred if the acquisition had occurred as of that date. The unaudited pro forma information is also not intended to be a projection of future results due to the integration of the acquired operations of Cohort Go. The unaudited pro forma information reflects the effects of applying the Company’s accounting policies and a pro forma adjustment to the combined historical financial information of the Company and Cohort Go, which includes incremental amortization expense associated with the estimated fair value of identified intangible assets.


	Year Ended December 31, 2022						Year Ended December 31, 2021
	Actual			Pro Forma			Actual			Pro Forma
	(in thousands)
Revenue	$	289,375		$	301,892		$	201,149		$	213,576
Net Loss	$	(39,347	)	$	(37,798	)	$	(28,085	)	$	(30,155	)

On December 14, 2021, Flywire completed its acquisition of WPM, a leading software provider that enables seamless and secure receivables payment experiences for universities and colleges across the U.K. The acquisition of WPM was intended to build on Flywire’s existing education payments business and to further accelerate the Company's market share in the U.K. education sector. The acquisition of WPM has been accounted for as a business combination.

Pursuant to the terms of the business combination agreement, the Company acquired all outstanding equity of WPM for estimated total purchase price of $59.6 million, which consisted of $56.1 million in cash consideration, net of cash acquired and $3.5 million in estimated fair value of contingent consideration, which was potentially payable at various intervals through March 2024 in the form of cash or up to approximately 225,000 shares of common stock, at Flywire's option and was dependent upon the Company's achievement of specified minimum payment volume targets and integration targets. Certain amounts were also tied to continued employment of key employees.

As of December 31, 2023, no contingent consideration is due or payable with respect to the WPM acquisition. For the year ended December 31, 2022, the Company paid $0.4 million in contingent consideration related to the completion of integration targets. There was no contingent consideration paid during the year ended December 31, 2021.

During the year ended December 31, 2023, the Company expensed $0.7 million in personnel costs associated with retention of key employees. These personnel costs have been paid through shares of Flywire common stock issued in January 2023, July 2023 and January 2024. During the year ended December 31, 2022 and 2021, the Company expensed $0.9 million and less than $0.1 million, respectively, in personnel costs associated with the retention portion of key employees. These personnel costs are included in the Company’s consolidated statements of operations and comprehensive loss and a liability is recorded in accrued expenses and other current liabilities on the consolidated balance sheet.

During the year ended December 31, 2022 and 2021, the Company incurred $0.1 million and $0.6 million, respectively, in transaction costs, which are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The results of WPM have been included in the consolidated financial statements since the date of the acquisition. WPM contributed $6.3 million, $6.4 million and $0.3 million in platform revenue during the years ended December 31, 2023, 2022 and 2021, respectively. The Company has not disclosed net income or loss since the acquisition date as the business was fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine this amount. The Company has not disclosed unaudited pro forma financial information that shows the results of the Company’s operations for the year ended December 31, 2021 as if the acquisition had occurred on January 1, 2020 as the historical results of WPM were not material to the Company’s consolidated financial statements in any period presented.