On April 16, 2025, the Company completed its acquisition of Quantee sp. z o.o. (“Quantee”), a Poland-based insurtech company specializing in dynamic pricing software, for net cash consideration of approximately $27.9 million, subject to transaction adjustments, of which $1.0 million of the net consideration was withheld at closing and is accrued to cover certain seller-related transaction expenses and potential claims and indemnities for 18 months after closing. Additionally, the Company awarded $6.4 million in holdback consideration to certain founders, comprised of $4.5 million of the Company’s common stock and $1.9 million of cash, each subject to service conditions over three years subsequent to closing.

In conjunction with the purchase price allocation, the Company determined that Quantee’s separately identifiable intangible assets were acquired technology and customer relationships. The valuation models were based on estimates of future operating projections of Quantee and rights to sell new products containing the acquired technology, as well as judgments on the discount rates used and other variables. The Company developed financial forecasts based on a number of factors, including future revenue and operating cost projections, a discount rate that is representative of the weighted average cost of capital, and royalty and long-term sustainable growth rates based on a market analysis. These fair value measurements were based on significant inputs that were not observable in the market and thus represent a Level 3 measurement. The Company amortizes the acquired intangibles over their estimated useful lives as set forth in the table below.

The preliminary allocation of purchase price is pending the final working capital adjustment and the resolution of certain post-closing matters, and is therefore subject to potential future measurement period adjustments. The measurement period will end no later than April 15, 2026. The preliminary allocation of the purchase consideration is as follows:


	Preliminary Purchase Price Allocation		Estimated Useful Lives
	(in thousands)		(in years)
Acquired assets, net of assumed liabilities	$	(514)
Acquired technology	6,305		5.0
Customer relationships	2,050		5.0

Goodwill	21,378
Deferred tax liability	(1,368)
Total preliminary purchase consideration	$	27,851

Goodwill of $21.4 million arising from the acquisition is primarily related to the acquired workforce, expected synergies, and the opportunity to sell into and expand the Company’s customer base. The goodwill recorded is not expected to be deductible for income tax purposes.

Except for additions related to the Quantee acquisition, there were no other changes in the carrying amount of goodwill for the nine months ended April 30, 2025. The carrying amount of goodwill was $393.6 million and $372.2 million as of April 30, 2025 and July 31, 2024, respectively.

The Company amortized $1.2 million and $1.4 million of expense for intangible assets during the three months ended April 30, 2025 and 2024, respectively, and amortized $3.9 million and $4.1 million of expense for intangible assets during the nine months ended April 30, 2025 and 2024, respectively. The carrying amount of intangible assets was $13.5 million and $9.0 million as of April 30, 2025 and July 31, 2024, respectively.