On February 1, 2024, we completed our acquisition of PingSafe Pte. Ltd. (PingSafe) to provide customers with a fully integrated platform that drives better automation across their entire cloud footprint. We acquired 100% of the shares of PingSafe for total consideration of approximately $59.2 million in cash and 2,354,607 shares of our Class

The purchase price of the acquisition amounted to $83.0 million, which was primarily allocated to intangible assets of $11.3 million and goodwill of $72.9 million. We had post-combination expense with a fair value of $46.9 million that was not included in the purchase price for the acquisition, which is comprised of 1,497,212 shares of restricted common stock with an aggregate fair value of $41.2 million, and 214,976 assumed options with an aggregate fair value of $5.7 million of post-combination expense and $0.2 million included in the purchase price. Restricted common stock and assumed options will be recognized as stock-based compensation expense. All post-combination expense is expected to be recognized through February 2028. Post-combination compensation expense is subject to adjustment based on continuing service obligations to us of certain stockholders of PingSafe.

In connection with the acquisition of PingSafe, we also granted restricted stock units (RSUs) under our 2021 Equity Incentive Plan. For further details refer to Note 7, Stock-Based Compensation.

The following table presents the preliminary allocation of purchase consideration recorded on our condensed consolidated balance sheet as of the acquisition date (in thousands):


	Amount
Consideration:
Cash	$	56,789
Common stock (2,354,607 shares)(1)	23,570
Assumed options	169
Holdback subject to indemnification claims	2,452
Fair value of total consideration transferred	82,980

Cash and cash equivalents	$	2,003
Accounts receivable	542
Prepaid expenses and other current assets	331
Intangible assets	11,300
Accrued payroll and benefits	(2)
Accrued liabilities	(590)
Deferred revenue	(671)
Other long-term liabilities	(2,820)
Total identifiable net assets and liabilities	10,093
Goodwill	72,887
Total purchase consideration	$	82,980

(1) Consideration calculated using the fair value of our Class A common stock. The fair value of the 2,354,607 shares of Class A common stock issued as part of the consideration paid for PingSafe was determined on the basis of the closing market price of our Class A common stock on the acquisition date.

The excess of the purchase price over the fair value of net tangible and intangible assets acquired has been assigned to goodwill. Goodwill represents the future benefits resulting from the acquisition that will enhance the value of our platform for both new and existing customers and strengthen our competitive position.

The following table sets forth the preliminary amounts allocated to the intangible assets identified as of the date of acquisition, their estimated useful lives, and the amortization classification in the condensed consolidated statements of operations:


	Fair Value		Useful Life	Amortization classification
	(in thousands)		(in years)
Customer relationships	$	2,700	7	Sales and marketing
Developed technology	8,600		5	Cost of revenue
Total intangible assets acquired	$	11,300

On February 1, 2024, we acquired 100% of the issued and outstanding equity securities of Stride Security Ltd. (Stride), a security automation company, to add hyper-automation across our Singularity platform. The acquisition was accounted for as a business combination in accordance with ASC Topic 805.

The purchase price of the acquisition amounted to $7.5 million, which was primarily allocated to developed technology of $0.4 million and goodwill of $7.3 million. Goodwill represents the future benefits as a result of the acquisition that will enhance our product available to both new and existing customers and increase our competitive position. Developed technology will be amortized to cost of revenue on a straight-line basis over the estimated useful life of five years.

We incurred immaterial transaction expenses related to the PingSafe and Stride acquisitions during the three months ended October 31, 2024. During the nine months ended October 31, 2024, we incurred $2.7 million of transaction expenses related to the PingSafe and Stride acquisitions. The costs were recorded as general and administrative expenses in our condensed consolidated statements of operations.

The estimates and assumptions regarding the fair value of certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are preliminary and subject to change as we obtain additional information during the measurement period, which usually lasts for up to one year from the acquisition date. The goodwill acquired in both acquisitions are not tax deductible in local jurisdictions. The results of operations of PingSafe and Stride have been included in the condensed consolidated financial statements from the date of each acquisition and would not have had a material impact on our combined results of operations if the acquisitions had occurred on February 1, 2023.

The pro forma impact of the PingSafe and Stride business combinations during the three and nine months ended October 31, 2024 was not material to our historical consolidated operating results and is therefore not presented, except for stock-based compensation expense related to restricted common stock issued in connection with the acquisition of PingSafe as disclosed in Note 7, Stock-Based Compensation. During the three and nine months ended October 31, 2024, we recorded $4.1 million and $12.1 million, respectively, of stock-based compensation expense related to the PingSafe acquisition.

As of October 31, 2024 and January 31, 2024, we had outstanding acquisition-related liabilities of $66.4 million and $60.6 million, respectively, related to deferred purchase consideration which are presented as accrued liabilities and other liabilities in the condensed consolidated balance sheet. In November 2024, $62.3 million of such liabilities were paid out of our restricted cash balances classified under prepaid expenses and other current assets.