Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

March 31, 2024

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number:

001-40430

FLYWIRE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

27-0690799

Delaware
27-0690799

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

141 Tremont St #10

Boston, MA

02111

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(617)  (617) 329-4524

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Trading
Symbol(s)

Name of each exchange

on which registered

Voting common stock, $0.0001 par value per share

FLYW

FLYW

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☐
☒ No
☒
☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T
(§ (§232.405 of this chapter) during the preceding
12
months (or for such shorter period that the registrant was required to submit such files). Yes
☒
No
☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.

Large accelerated filer

☒

☐

Accelerated filer

☐

Non-accelerated filer

☐

Non-accelerated
filer		☒

Smaller reporting company

☐

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2
of the Exchange Act). Yes
☐
No
☒

As of

August
11
, 2021, May 3, 2024, the registrant had 98,829,293122,327,674 shares of voting common stock, $0.0001 par value per share, outstanding and 5,988,3781,873,320 shares of
non-voting
common stock $0.0001 par value per share, outstanding.

Table of Contents

Table of Contents

Page

Special Note Regarding Forward-Looking Statements

Page

1

PART I.

FINANCIAL INFORMATION
3

PART I.

FINANCIAL INFORMATION

3

Item 1.

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets

3

Condensed Consolidated Statements of Operations and Comprehensive (Loss)Loss

4

Condensed Consolidated Statements of Convertible Preferred Stock, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

5

Condensed Consolidated Statements of Cash Flows

8

6

Notes to Condensed Consolidated Financial Statements

10

7

Note 1. Business Overview and Summary of Significant Accounting Policies

7

Note 2. Revenue and Recognition

9

Note 3. Fair Value Measurements

10

Note 4. Derivative Instruments

12

Note 5. Accrued Expenses and Other Current Liabilities

12

Note 6. Property and Equipment, net

13

Note 7. Business Combinations

13

Note 8. Goodwill and Acquired Intangible Assets

15

Note 9. Debt

16

Note 10. Stockholders’ Equity

17

Note 11. Stock-Based Compensation

18

Note 12. Net Loss per Share

19

Note 13. Income Taxes

20

Note 14. Commitments and Contingencies

21

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

45

36

Item 4.

Controls and Procedures

45

37

PART II.

OTHER INFORMATION
46

Item 1.

PART II.

OTHER INFORMATION

Legal Proceedings
46

39

Item 1A.1.

Legal Proceedings

Risk Factors
46

39

Item 1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

83

82

Item 3.

Defaults Upon Senior Securities

83

Item 4.

Mine Safety Disclosures

83

Item 5.

Other Information

83

Item 6.6.

Exhibits

Exhibits

84

Signatures

85

i

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form

10-Q,
(Form
10-Q),
as well as information included in oral statements or other written statements made or to be made by us, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this report, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•
our future financial performance, including our expectations regarding our revenue, cost and operating expenses, including changes in technology and development, selling and marketing and general and administrative expenses (including any components of the foregoing), gross profit and our ability to achieve, and maintain, future profitability;
•
our business plan and our ability to effectively manage our growth;
•
our cross-border expansion plans and ability to expand internationally;
•
anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
•
the sufficiency of, and ability to access, our cash and cash equivalents to meet our liquidity needs;
•
political, economic, foreign currency exchange rate, inflation, banking, legal, social and health risks including the
recent COVID-19 pandemic
and subsequent public health measures that may affect our business or the global economy;
•
beliefs and objectives for future operations;
•
our ability to develop and protect our brand;
•
our ability to maintain and grow the payment volume that we process;
•
our ability to further attract, retain, and expand our client base;
•
our ability to develop new solutions and services and bring them to market in a timely manner;
•
our expectations concerning relationships with third parties, including financial institutions and strategic partners;
•
the effects of increased competition in our markets and our ability to compete effectively;
•
future acquisitions or investments in complementary companies, products, services, or technologies;
•
our ability to enter new client verticals and sub-verticals, including our relatively new B2Bbusiness-to-business (B2B) sector;
•
our expectations regarding anticipated technology needs and developments and our ability to address those needs and developments with our solutions;
•
our expectations regarding litigation and legal and regulatory matters;
•
our expectations regarding our ability to meet existing performance obligations and maintain the operability of our solutions;
•
our expectations regarding the effects of existing and developing laws and regulations, including with respect to payments and other financial services, economic and trade sanctions, anti-money laundering (AML) and countering the financing of terrorism (CFT), taxation, privacy and data protection;
•
economic and industry trends, projected growth, or trend analysis;

1

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•
the effects of global events and geopolitical conflict, including without limitation the continuing hostilities in Ukraine and Gaza;
•
our ability to adapt to changes in U.S. federal income or other tax laws or the interpretation of tax laws, including the Inflation Reduction Act of 2022;
•
our ability to attract and retain qualified employees;
•
our ability to maintain, protect, and enhance our intellectual property;
•
our ability to maintain the security and availability of our solutions;
Table of Contents
•
the increased expenses associated with being a public company; and
•
the future market price of our common stock.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form

10-Q.
Other sections of this Quarterly Report on Form
10-Q
may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, achievements, events, or circumstances. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations. You should read this Quarterly Report on Form

10-Q
and the documents that we have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

Unless otherwise noted or unless the context provides otherwise, all references in this Quarterly Report on Form 10-Q to our “common stock” refer to our voting common stock.

Investors, the media, and others should note that we intend to announce material information to the public through filings with the SEC,Securities and Exchange Commission (SEC), the investor relations page on our website (https://ir.flywire.com), blog posts on our website (www.flywire.com), press releases, public conference calls, webcasts, and social media channels, including our TwitterX (formerly known as Twitter) feed (@flywire) and LinkedIn page (https://www.linkedin.com/company/flywire). The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website. The contents of our websitethe websites provided above are not incorporated into this filing. We have included our investor relationsfiling or in any other report or document we file with the SEC. These website address only as anaddresses are intended to be inactive textual reference and do not intend it to be an active link to our website.

references only.

2

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements.

Item 1. Financial Statements

FLYWIRE CORPORATION

UNAUDITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts

(Unaudited) (Amounts in thousands, except par value per share and per share amounts)

   
June 30,

2021
  
December 31,

2020
 
Assets
         
Current assets:
         
Cash and cash equivalents
  $412,026  $104,052 
Restricted cash
   5,000   5,000 
Accounts receivable, net of allowance for doubtful accounts of $167 and $496, respectively
   11,621   11,573 
Unbilled receivables
   1,006   1,698 
Funds receivable from payment partners
   17,025   22,481 
Prepaid expenses and other current assets
   10,821   3,754 
   
 
 
  
 
 
 
Total current assets
   457,499   148,558 
Property and equipment, net
   7,536   5,101 
Intangible assets, net
   65,033   68,211 
Goodwill
   44,656   44,650 
Other assets
   5,365   4,922 
   
 
 
  
 
 
 
Total assets
  $580,089  $271,442 
   
 
 
  
 
 
 
Liabilities, Convertible Preferred Stock, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
         
Current liabilities:
         
Accounts payable
  $10,454  $5,436 
Funds payable to clients
   45,511   59,986 
Accrued expenses and other current liabilities
   14,084   14,991 
Deferred revenue
   836   1,227 
Contingent consideration
   7,079   6,740 
   
 
 
  
 
 
 
Total current liabilities
   77,964   88,380 
Deferred tax liabilities
   663   481 
Contingent consideration, net of current portion
   0     5,760 
Preferred stock warrant liability
   0     1,932 
Long-term debt
   24,447   24,352 
Other liabilities
   2,037   2,129 
   
 
 
  
 
 
 
Total liabilities
   105,111   123,034 
   
 
 
  
 
 
 
Commitments and contingencies (Note 14)
   0   0 
Convertible preferred stock (Series A, B, B1,
B1-NV,
C and D), $0.0001 par value; 0 and 62,915,394 shares authorized at June 30, 2021 and December 31, 2020, respectively; 0 and 54,208,461 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively; liquidation preference of $0 and $110,716 at June 30, 2021 and December 31, 2020, respectively
   0     110,401 
Redeemable convertible preferred stock (Series
E-1,
E-2,
F-1
and
F-2),
$0.0001 par value; 0 and 16,023,132 shares authorized at June 30, 2021 and December 31, 2020, respectively; 0 and 11,239,920 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively; liquidation preference of $0 and $150,000, respectively at June 30, 2021 and December 31, 2020
   0     119,769 
   
 
 
  
 
 
 
Stockholders’ (deficit) equity:
         
Preferred stock, $0.0001 par value; 10,000,000
and 0
shares authorized as of June 30, 2021 and December 31, 2020, respectively; and NaN issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
   0—     0—   
Voting common stock, $0.0001 par value; 2,000,000,000 and 146,898,270 shares authorized as of June 30, 2021 and December 31, 2020, respectively, 100,995,903 shares issued and 98,678,181 shares outstanding as of June 30, 2021; 22,240,872 shares issued and 19,923,150 shares outstanding as of December 31, 2020
   10   2 
Non-voting
common stock, $0.0001 par value;10,000,000 and 0 shares authorized as of June 30, 2021 and December 31, 2020, respectively; 5,988,378 and 0 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively
   1   0   
Treasury Stock, 2,317,722 shares as of June 30, 2021 and December 31, 2020, held at cost
   (748)   (748) 
Additional
paid-in
capital
   600,236   16,970 
Accumulated other comprehensive income (loss)
   49   (214) 
Accumulated (deficit)
   (124,570)   (97,772) 
   
 
 
  
 
 
 
Total stockholders’ equity (deficit)
   474,978   (81,762) 
   
 
 
  
 
 
 
Total liabilities, convertible preferred stock, redeemable convertible preferred stock and stockholders’ (deficit) equity
  $580,089  $271,442 
   
 
 
  
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
Table of Contents
FLYWIRE CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in thousands, except share and per share amounts)
   
Three Months Ended June 30,
  
Six Months Ended June 30,
 
   
2021
  
2020
  
2021
  
2020
 
Revenue
  $36,976  $23,757  $81,967  $56,466 
Costs and operating expenses:
                 
Payment processing services costs
   13,122   10,868   29,213   22,477 
Technology and development
   6,929   6,378   14,451   11,726 
Selling and marketing
   10,906   8,125   22,837   16,702 
General and administrative
   13,578   13,548   29,491   23,813 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total costs and operating expenses
   44,535   38,919   95,992   74,718 
   
 
 
  
 
 
  
 
 
  
 
 
 
Loss from operations
   (7,559)   (15,162)   (14,025)   (18,252) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Other income (expense):
                 
Interest expense
   (629)   (679)   (1,250)   (1,276) 
Change in fair value of preferred stock warrant liability
   (9,803)   9   (10,758)   (254) 
Other income (expense), net
   118   107   (294)   76 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total other expenses, net
   (10,314)   (563)   (12,302)   (1,454) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Loss before provision for income taxes
   (17,873)   (15,725)   (26,327)   (19,706) 
(Benefit from) provision for income taxes
   273   272   471   (7,409) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net loss
   (18,146)   (15,997)   (26,798)   (12,297) 
Foreign currency translation adjustment
   (76)   (173)   263   (273) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Comprehensive loss
  $(18,222)  $(16,170)  $(26,535)  $(12,570) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net loss attributable to common stockholders – basic and diluted
  $(18,154)  $(16,001)  $(26,811)  $(12,303) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net loss per share attributable to common stockholders – basic and diluted
  $(0.35)  $(0.87)  $(0.73)  $(0.69) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Weighted average common shares outstanding – basic and diluted
   52,496,862   18,327,639   36,886,657   17,919,721 
   
 
 
  
 
 
  
 
 
  
 
 
 

 

March 31,
2024

 

 

December 31,
2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

619,014

 

 

$

654,608

 

Accounts receivable, net of allowance of $498 and $507, respectively

 

 

19,688

 

 

 

18,215

 

Unbilled receivables, net of allowance of $18 and $27, respectively

 

 

7,995

 

 

 

10,689

 

Funds receivable from payment partners

 

 

76,231

 

 

 

113,945

 

Prepaid expenses and other current assets

 

 

16,222

 

 

 

18,227

 

Total current assets

 

 

739,150

 

 

 

815,684

 

Property and equipment, net

 

 

15,588

 

 

 

15,134

 

Intangible assets, net

 

 

103,421

 

 

 

108,178

 

Goodwill

 

 

119,720

 

 

 

121,646

 

Other assets

 

 

20,836

 

 

 

19,089

 

Total assets

 

$

998,715

 

 

$

1,079,731

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

15,385

 

 

$

12,587

 

Funds payable to clients

 

 

124,111

 

 

 

210,922

 

Accrued expenses and other current liabilities

 

 

37,385

 

 

 

43,315

 

Deferred revenue

 

 

5,619

 

 

 

6,968

 

Total current liabilities

 

 

182,500

 

 

 

273,792

 

Deferred tax liabilities

 

 

14,587

 

 

 

15,391

 

Other liabilities

 

 

4,643

 

 

 

4,431

 

Total liabilities

 

 

201,730

 

 

 

293,614

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 10,000,000 shares authorized as
   of March 31, 2024 and December 31, 2023; and no shares issued
   and outstanding as of March 31, 2024 and December 31, 2023

 

 

—

 

 

 

—

 

Voting common stock, $0.0001 par value; 2,000,000,000 shares
   authorized as of March 31, 2024 and December 31, 2023; 124,555,591
   shares issued and 122,255,050 shares outstanding as of March 31, 2024;
   123,010,207 shares issued and 120,695,162 shares outstanding as
   of December 31, 2023

 

 

11

 

 

 

11

 

Non-voting common stock, $0.0001 par value; 10,000,000 shares
   authorized as of March 31, 2024 and December 31, 2023; 1,873,320 shares
   issued and outstanding as of March 31, 2024 and December 31, 2023

 

 

1

 

 

 

1

 

Treasury voting common stock, 2,300,541 and 2,315,045 shares as of
   March 31, 2024 and December 31, 2023, respectively, held at cost

 

 

(742

)

 

 

(747

)

Additional paid-in capital

 

 

977,743

 

 

 

959,302

 

Accumulated other comprehensive (loss) income

 

 

(41

)

 

 

1,320

 

Accumulated deficit

 

 

(179,987

)

 

 

(173,770

)

Total stockholders’ equity

 

 

796,985

 

 

 

786,117

 

Total liabilities and stockholders’ equity

 

$

998,715

 

 

$

1,079,731

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

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Table of Contents

FLYWIRE CORPORATION

UNAUDITED

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, REDEEMABLE CONVERTIBLE PREFERRED STOCKOPERATIONS AND STOCKHOLDERS’ EQUITY (DEFICIT)

COMPREHENSIVE LOSS

(Unaudited) (Amounts in thousands, except share and per share amounts)

  
Three Months Ended June 30, 2021
  
Convertible

Preferred Stock
 
Redeemable

Convertible

Preferred Stock
    
Voting

Common Stock
 
Non-Voting

Common

Stock
 
Treasury Stock
 
Additional
Paid-In
 
Accumu
lated
Other
Compre
hensive
Income
 
Accumu
lated
 
Total
Stock
holders’
  
Shares
 
Amount
 
Shares
 
Amount
    
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
(Loss)
 
Deficit
 
Deficit
Balances at March 31, 2021
   54,208,461  $110,401   13,811,856  $179,509      25,397,964  $3   —     —     (2,317,722)  $(748)  $29,734  $125  $(106,424)  $(77,310)
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions
   —     —     —     —        12,006,000   1   —     —     —     —     268,693   —     —     268,694
Costs incurred in connection with initial public offering
   —     —     —     —        —     —     —     —     —     —     (4,860)   —     —     (4,860)
Accretion of redeemable convertible preferred stock
   —     —     —     8      —     —     —     —     —     —     (8)   —     —     (8)
Issuance of Series C Convertible Preferred Stock upon net exercise of warrants
   182,467   6,417   —     —        —     —     —     —     —     —     —     —     —     —  
Conversion of convertible preferred stock upon initial public offering
   (54,390,928)   (116,818)   —     —        54,390,928   5   —     —     —     —     116,813   —     —     116,818
Conversion of redeemable convertible preferred stock upon initial public offering
   —     —     (13,811,856)   (179,517)      7,823,478   1   5,988,378   1   —     —     179,515   —     —     179,517
Issuance of common stock upon exercise of stock options
   —     —       —        1,112,030   —     —     —     —     —     1,387   —     —     1,387
Reclassification of warrant liability to additional
paid-in
capital upon initial public offering
   —     —     —     —        —     —     —     —     —     —     6,272   —     —     6,272
Exercise of common stock warrants
   —     —     —     —        265,503   —     —     —     —     —     294   —     —     294
Foreign currency translation adjustment
   —     —     —     —        —     —     —     —     —     —     —     (76)   —     (76)
Stock-based compensation expense
   —     —     —     —        —     —     —     —     —     —     2,396   —     —     2,396
Net loss
   —     —     —     —        —     —     —     —     —     —     —     —     (18,146)   (18,146)
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances at June 30, 2021
   —     —     —     —        100,995,903  $10   5,988,378  $1   (2,317,722)  $(748)  $600,236  $49  $(124,570)  $474,978
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
  
Three Months Ended June 30, 2020
  
Convertible

Preferred Stock
 
Redeemable

Convertible

Preferred Stock
    
Voting

Common Stock
 
Non-Voting

Common

Stock
 
Treasury Stock
 
Additional
Paid-In
 
Accumu
lated
Other
Compre
hensive
Income
 
Accumu
lated
 
Total
Stock
holders’
Equity
  
Shares
 
Amount
 
Shares
 
Amount
    
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
(Loss)
 
Deficit
 
(Deficit)
Balances at March 31, 2020
   54,208,461  $110,401   11,239,920  $119,757      21,832,035  $2   —     —     (2,317,722)  $(748)  $13,368  $2  $(82,965)  $(70,341)
Issuance of common stock upon exercise of stock options
   —     —     —     —        27,690   —     —     —     —     —     16   —     —     16
Issuance of common stock warrants
   —     —     —     —        —     —     —     —     —     —     336   —     —     336
Accretion of redeemable convertible preferred stock
   —     —     —     4      —     —     —     —     —     —     (4)   —     —     (4)
Forfeiture of unvested restricted stock awards
   —     —     —     —        (98,877)   —     —     —     —     —     —     —     —     —  
Foreign currency translation adjustment
   —     —     —     —        —     —     —     —     —     —     —     (173)   —     (173)
Stock-based compensation expense
   —     —     —     —        —     —     —     —     —     —     989   —     —     989
Net income
   —     —     —     —        —     —     —     —     —     —     —     —     (15,997)   (15,997)
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances at June 30, 2020
   54,208,461  $110,401   11,239,920  $119,761      21,760,848  $2   —     —     (2,317,722)  $(748)  $14,705  $(171)  $(98,962)  $(85,174)
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
5
Table of Contents
  
Six Months Ended June 30, 2021
  
Convertible

Preferred Stock
 
Redeemable

Convertible

Preferred Stock
    
Voting

Common Stock
 
Non-Voting

Common

Stock
 
Treasury Stock
 
Additional
Paid-In
 
Accumu
lated
Other
Compre
hensive
Income
 
Accumu
lated
 
Total
Stock
holders’
  
Shares
 
Amount
 
Shares
 
Amount
    
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
(Loss)
 
Deficit
 
Deficit
Balances at December 31, 2020
   54,208,461  $110,401   11,239,920  $119,769      22,240,872  $2   —     —     (2,317,722)  $(748)  $16,971  $(214)  $(97,772)  $(81,762)
Issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions
   —     —     —     —        12,006,000   1   —     —     —     —     268,693   —     —     268,694
Costs incurred in connection with initial public offering
   —     —     —     —        —     —     —     —     —     —     (4,860)   —     —     (4,860)
Accretion of redeemable convertible preferred stock
   —     —     —     13      —     —     —     —     —     —     (13)   —     —     (13)
Issuance of Series
F-1
redeemable convertible preferred stock, net of issuance costs of $256
   —     —     2,571,936   59,735      —     —     —     —     —     —     —     —     —     —  
Issuance of Series C Convertible Preferred Stock upon net exercise of warrants
   182,467   6,417   —     —        —     —     —     —     —     —     —     —     —     —  
Conversion of convertible preferred stock upon initial public offering
   (54,390,928)   (116,818)   —     —        54,390,928   5   —     —     —     —     116,813   —     —     116,818
Conversion of redeemable convertible preferred stock upon initial public offering
   —     —     (13,811,856)   (179,517)      7,823,478   1   5,988,378   1   —     —     179,515   —     —     179,517
Issuance of common stock upon exercise of stock options
   —     —       —        4,117,604   1   —     —     —     —     3,791   —     —     3,792
Reclassification of warrant liability to additional
paid-in
capital upon initial public offering
   —     —     —     —        —     —     —     —     —     —     6,272   —     —     6,272
Exercise of common stock warrants
   —     —     —     —        417,021   —     —     —     —     —     294   —     —     294
Foreign currency translation adjustment
   —     —     —     —        —     —     —     —     —     —     —     263   —     263
Stock-based compensation expense
   —     —     —     —        —     —     —     —     —     —     12,760   —     —     12,760
Net loss
   —     —     —     —        —     —     —     —     —     —     —     —     (26,798)   (26,798)
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances at June 30, 2021
   —     —     —     —        100,995,903  $10   5,988,378  $1   (2,317,722)  $(748)  $600,236  $49  $(124,570)  $474,978
  
 
 
   
 
 
   
 
 
   
 
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
6
Table of Contents
  
Six Months Ended June 30, 2020
  
Convertible

Preferred Stock
 
Redeemable

Convertible

Preferred Stock
    
Voting

Common Stock
 
Non-Voting

Common

Stock
 
Treasury Stock
 
Additional
Paid-In
 
Accumu
lated
Other
Compre
hensive
Income
 
Accumu
lated
 
Total
Stock
holders’
Equity
  
Shares
 
Amount
 
Shares
 
Amount
    
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
(Loss)
 
Deficit
 
(Deficit)
Balances at December 31, 2019
   54,208,461  $    110,401   —     —        20,494,146  $2   —     —     (2,317,722)  $(748)  $12,031  $102  $(86,665)  $(75,278)
Issuance of common stock upon exercise of stock options
   —     —     —     —        1,372,671   —     —     —     —     —     520   —     —     520
Issuance of Series E redeemable convertible preferred stock, net of issuance costs of $245
   —     —       11,239,920     119,755      —     —     —     —     —     —     —     —     —     —  
Accretion of redeemable convertible preferred stock
   —     —     —     6      —     —     —     —     —     —     (6)   —     —     (6)
Issuance of common stock warrants
   —     —     —     —        —     —              —     —     —     —     336   —     —            336
Forfeiture of unvested restricted stock awards
   —     —     —     —        (105,969)   —     —     —     —     —     —     —     —     —  
Foreign currency translation adjustment
   —     —     —     —        —     —     —     —     —     —     —     (273)   —     (273)
Stock-based compensation expense
   —     —     —     —        —     —     —     —     —     —     1,824   —     —     1,824
Net income
   —     —     —     —        —     —     —     —     —     —     —     —     (12,297)   (12,297)
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances at June 30, 2020
   54,208,461  $110,401   11,239,920  $119,761      21,760,848  $  2   —     —     (2,317,722)  $(748)  $14,705  $(171)  $(98,962)  $(85,174)
  
 
 
   
 
 
   
 
 
   
 
 
      
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
7
Table of Contents
FLYWIRE CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
   
Six Months Ended June 30,
 
   
2021
  
2020
 
Cash flows from operating activities:
         
Net loss
  $(26,798)  $(12,297) 
Adjustments to reconcile net loss to net cash used in operating activities:
         
Depreciation and amortization
   4,305   3,263 
Stock-based compensation expense
   12,760   1,824 
Amortization of deferred contract costs
   105   105 
Change in fair value of preferred stock warrant liability
   10,758   254 
Change in fair value of contingent consideration
   1,591   3,702 
Deferred tax provision
   137   (8,538) 
Bad debt expense
   80   237 
Non-cash
interest expense
   100   145 
Other
   97   0—   
Changes in operating assets and liabilities, net of acquisition:
         
Accounts receivable
   (128)   (1,971) 
Unbilled receivables
   692   780 
Funds receivable from payment partners
   5,456   5,648 
Prepaid expenses and other assets
   (7,817)   (3,210) 
Funds payable to clients
   (14,475)   (29,990) 
Accounts payable, accrued expenses and other current liabilities
   3,097   650 
Contingent consideration
   (3,212)   (693) 
Other liabilities
   135   (133) 
Deferred revenue
   (436)   (385) 
   
 
 
  
 
 
 
Net cash used in operating activities
   (13,553)   (40,609) 
   
 
 
  
 
 
 
Cash flows from investing activities:
         
Purchases of property and equipment
   (3,463)   (1,261) 
Asset acquisition, net of cash acquired
   (119)   0—   
Acquisition of businesses, net of cash acquired
   0—     (79,401) 
   
 
 
  
 
 
 
Net cash used in investing activities
   (3,582)   (80,662) 
   
 
 
  
 
 
 
Cash flows from financing activities:
         
Proceeds from initial public offering, net of underwriting discounts and commissions
   268,694   0—   
Payment of costs related to initial public offering
   (3,845)   0—   
Proceeds from issuance of long-term debt
   0—     4,167 
Payment of long-term debt issuance costs
   0—     (172) 
Payment of long-term debt
   0—     (4,167) 
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs
   59,735   119,755 
Proceeds from exercise of warrants
   294   0—   
Contingent consideration paid for acquisitions
   (3,800)   (1,307) 
Proceeds from exercise of stock options
   3,792   520 
   
 
 
  
 
 
 
Net cash provided by financing activities
   324,870   118,796 
   
 
 
  
 
 
 
Effect of exchange rates changes on cash and cash equivalents
   239   (428) 
   
 
 
  
 
 
 
Net (decrease) increase in cash, cash equivalents and restricted cash
   307,974   (2,903) 
Cash, cash equivalents and restricted cash, beginning of period
   109,052   86,027 
   
 
 
  
 
 
 
Cash, cash equivalents and restricted cash, end of period
  $417,026  $83,124 
   
 
 
  
 
 
 

 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

Revenue

 

$

114,103

 

 

$

94,357

 

Costs and operating expenses:

 

 

 

 

 

 

Payment processing services costs

 

 

41,650

 

 

 

33,855

 

Technology and development

 

 

16,737

 

 

 

14,523

 

Selling and marketing

 

 

30,083

 

 

 

24,434

 

General and administrative

 

 

31,596

 

 

 

28,113

 

Total costs and operating expenses

 

 

120,066

 

 

 

100,925

 

Loss from operations

 

$

(5,963

)

 

$

(6,568

)

Other income (expense):

 

 

 

 

 

 

Interest expense

 

 

(142

)

 

 

(103

)

Interest income

 

 

5,879

 

 

 

1,935

 

(Loss) gain from remeasurement of foreign currency

 

 

(4,376

)

 

 

1,470

 

Total other income (expense), net

 

 

1,361

 

 

 

3,302

 

Loss before provision for income taxes

 

 

(4,602

)

 

 

(3,266

)

Provision for income taxes

 

 

1,615

 

 

 

417

 

Net loss

 

$

(6,217

)

 

$

(3,683

)

Foreign currency translation adjustment

 

 

(1,361

)

 

 

(367

)

Comprehensive loss

 

$

(7,578

)

 

$

(4,050

)

Net loss attributable to common stockholders - basic and diluted

 

$

(6,217

)

 

$

(3,683

)

Net loss per share attributable to common stockholders - basic and
   diluted

 

$

(0.05

)

 

$

(0.03

)

Weighted average common shares outstanding - basic and diluted

 

 

123,143,343

 

 

 

109,787,528

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

4

Table of Contents

FLYWIRE CORPORATION

CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF CASH FLOWS

STOCKHOLDERS’ EQUITY

(Unaudited) (Amounts in thousands)

   
Six Months Ended June 30,
 
   
2021
  
2020
 
Supplemental disclosures of cash flow and noncash information
         
Cash paid during the period for interest
   1,074   938 
Accretion of redeemable convertible preferred stock
   (13)   (6) 
Issuance of common stock warrants
   0—     336 
Issuance of Series C convertible preferred stock upon net exercise of warrants
   6,417   0—   
Conversion of preferred stock warrants to common stock warrants
   6,272   0—   
Conversion of convertible preferred stock to common stock upon initial public offering
   116,818   0—   
Conversion of redeemable convertible preferred stock to common stock upon initial public offering
   179,986   0—   
Offering costs related to initial public offering included in accounts payable, accrued expenses and other current liabilities
   1,015   0—   
   
Reconciliation of cash, cash equivalents and restricted cash
         
Cash and cash equivalents
  $412,026  $83,124 
Restricted cash
   5,000   0—   
   
 
 
  
 
 
 
Cash, cash equivalents and restricted cash
  $417,026  $83,124 
   
 
 
  
 
 
 
thousands, except share amounts)

 

 

 

Voting
Common Stock

 

 

Non-Voting
Common Stock

 

 

Treasury Voting
Common Stock

 

 

Additional
Paid-In

 

 

Accumulated
Other
Comprehensive
Income

 

 

Accumulated

 

 

Total
Stockholders

 

 

 

Shares

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Loss)

 

 

Deficit

 

 

Equity

 

Balances at January 1, 2024

 

 

 

123,010,207

 

$

11

 

 

 

1,873,320

 

 

$

1

 

 

 

(2,315,045

)

 

$

(747

)

 

$

959,302

 

 

$

1,320

 

 

$

(173,770

)

 

$

786,117

 

Issuance of common stock
   upon exercise of stock
   options

 

 

 

710,700

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,617

 

 

 

—

 

 

 

—

 

 

 

1,617

 

Issuance of common stock
   upon settlement of restricted
   stock units

 

 

 

748,622

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Issuance of common
   stock under employee
   stock purchase plan

 

 

 

71,896

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,415

 

 

 

—

 

 

 

—

 

 

 

1,415

 

Issuance of common stock for
   retention bonus

 

 

 

14,166

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

324

 

 

 

—

 

 

 

—

 

 

 

324

 

Issuance of treasury stock

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14,504

 

 

 

5

 

 

 

(5

)

 

 

—

 

 

 

—

 

 

 

—

 

Foreign currency translation
   adjustment

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,361

)

 

 

—

 

 

 

(1,361

)

Stock-based compensation

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

15,090

 

 

 

—

 

 

 

—

 

 

 

15,090

 

Net loss

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(6,217

)

 

 

(6,217

)

Balances at March 31, 2024

 

 

 

124,555,591

 

$

11

 

 

 

1,873,320

 

 

$

1

 

 

 

(2,300,541

)

 

$

(742

)

 

$

977,743

 

 

$

(41

)

 

$

(179,987

)

 

$

796,985

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voting
Common Stock

 

 

Non-Voting
Common Stock

 

 

Treasury Voting
Common Stock

 

 

Additional
Paid-In

 

 

Accumulated
Other
Comprehensive

 

 

Accumulated

 

 

Total
Stockholders

 

 

 

 

Shares

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Deficit

 

 

Equity

 

Balances at January 1, 2023

 

 

 

109,790,702

 

$

10

 

 

 

1,873,320

 

 

$

1

 

 

 

(2,317,722

)

 

$

(748

)

 

$

649,756

 

 

$

(1,912

)

 

$

(165,204

)

 

$

481,903

 

Issuance of common stock
   upon exercise of stock
   options

 

 

 

590,254

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,144

 

 

 

—

 

 

 

—

 

 

 

2,144

 

Issuance of common stock
   upon settlement of restricted
   stock units

 

 

 

578,477

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Issuance of common
   stock under employee
   stock purchase plan

 

 

 

55,232

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

864

 

 

 

—

 

 

 

—

 

 

 

864

 

Issuance of common stock for
   retention bonus

 

 

 

28,332

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

700

 

 

 

—

 

 

 

—

 

 

 

700

 

Foreign currency translation
   adjustment

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(367

)

 

 

—

 

 

 

(367

)

Stock-based compensation

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

8,603

 

 

 

—

 

 

 

—

 

 

 

8,603

 

Net loss

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,683

)

 

 

(3,683

)

Balances at March 31, 2023

 

 

 

111,042,997

 

$

10

 

 

 

1,873,320

 

 

$

1

 

 

 

(2,317,722

)

 

$

(748

)

 

$

662,067

 

 

$

(2,279

)

 

$

(168,887

)

 

$

490,164

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9

5

Table of Contents

FLYWIRE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited) (Amounts in thousands)

 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(6,217

)

 

$

(3,683

)

Adjustments to reconcile net loss to net cash used in operating
   activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

4,259

 

 

 

3,731

 

Stock-based compensation expense

 

 

14,842

 

 

 

8,603

 

Amortization of deferred contract costs

 

 

242

 

 

 

109

 

Change in fair value of contingent consideration

 

 

(478

)

 

 

410

 

Deferred tax benefit

 

 

(643

)

 

 

(620

)

Provision for uncollectible accounts

 

 

(16

)

 

 

83

 

Non-cash interest expense

 

 

92

 

 

 

72

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

(1,457

)

 

 

(4,324

)

Unbilled receivables

 

 

2,694

 

 

 

1,247

 

Funds receivable from payment partners

 

 

37,714

 

 

 

34,323

 

Prepaid expenses, other current assets and other assets

 

 

1,863

 

 

 

(828

)

Funds payable to clients

 

 

(86,810

)

 

 

(60,343

)

Accounts payable, accrued expenses and other current liabilities

 

 

(2,489

)

 

 

2,780

 

Contingent consideration

 

 

—

 

 

 

(467

)

Other liabilities

 

 

(340

)

 

 

(413

)

Deferred revenue

 

 

(1,349

)

 

 

(1,526

)

Net cash used in operating activities

 

 

(38,093

)

 

 

(20,846

)

Cash flows from investing activities:

 

 

 

 

 

 

Capitalization of internally developed software

 

 

(1,259

)

 

 

(1,368

)

Purchases of property and equipment

 

 

(255

)

 

 

(481

)

Net cash used in investing activities

 

 

(1,514

)

 

 

(1,849

)

Cash flows from financing activities:

 

 

 

 

 

 

Contingent consideration paid for acquisitions

 

 

—

 

 

 

(1,207

)

Payment of long-term debt issuance costs

 

 

(783

)

 

 

—

 

Proceeds from the issuance of stock under Employee Stock Purchase Plan

 

 

1,415

 

 

 

864

 

Proceeds from exercise of stock options

 

 

1,617

 

 

 

2,144

 

Net cash provided by financing activities

 

 

2,249

 

 

 

1,801

 

Effect of exchange rates changes on cash and cash equivalents

 

 

1,764

 

 

 

(1,202

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(35,594

)

 

 

(22,096

)

Cash, cash equivalents and restricted cash, beginning of period

 

$

654,608

 

 

$

351,177

 

Cash, cash equivalents and restricted cash, end of period

 

$

619,014

 

 

$

329,081

 

Supplemental disclosures of cash flow and noncash information

 

 

 

 

 

 

Purchase of property and equipment in accounts payable

 

 

11

 

 

 

27

 

Issuance of common stock upon settlement of restricted stock units

 

 

19,883

 

 

 

14,894

 

Issuance of common stock for retention bonus

 

 

324

 

 

 

700

 

Reconciliation of cash, cash equivalents and restricted cash

 

 

 

 

 

 

Cash and cash equivalents

 

$

619,014

 

 

$

327,081

 

Restricted cash

 

 

—

 

 

 

2,000

 

Cash, cash equivalents and restricted cash

 

$

619,014

 

 

$

329,081

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

Table of Contents

FLYWIRE CORPORATION

NOTES TO CONDENSED CONSOLIDATEDCONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Unaudited)

Note 1. Business Overview and Summary of Significant Accounting Policies

Flywire Corporation (“Flywire”(Flywire or the “Company”)Company) was incorporated under the laws of the State of Delaware in July 2009 as peerTransfer Corporation. In 2016, the Company changed its name to Flywire Corporation. The Company is headquartered in Boston, Massachusetts and has a global footprint in 1116 countries across 5 continents.

Flywire provides a secure global payments platform, offering its clients an innovative and streamlined process to receive reconciled domestic and international payments in a more cost effective and efficient manner. The Company’s solutions are built on three core elements: (i) a next-gen payments platform;platform, (ii) a proprietary global payment network;network, and (iii) vertical-specific software backed by its deep industry expertise.

Initial

2023 Follow-On Public Offering

On May 28, 2021,August 9, 2023, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, as the Representative of the several Underwriters, in connection with the Company’s initial public offering (“IPO”), the Company filed an amendedoffer and restated certificatesale of incorporation, which became effective on that date. The amended and restated certificate of incorporation authorized the issuance of 2,000,000,0008,000,000 shares of voting common stock, 10,000,000at a price to the public of $32.00 per share (the Primary Offering). In addition, pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option to purchase up to 1,200,000 additional shares of

non-voting
common stock (the Option).

The Primary Offering closed on August 14, 2023 and 10,000,000on September 12, 2023, the Underwriters exercised the Option in part and purchased an additional 500,000 shares of preferred stock. Each class of stock has a par value of $0.0001 per share.

On May 28, 2021, the Company completed its IPO, in which the Company issued and sold 12,006,000 shares of
voting
common stock at a price to the public offering price of $24.00$32.00 per share which included 1,566,000 shares of
voting
common stock issued pursuant to the exercise in full of the over-allotment option by the underwriters.(the Public Offering). The Company received $263.8$260.1 million in net proceeds from the IPO,Public Offering, after deducting underwriting discounts and commissions of $19.4$10.9 million and other offering costs of $4.9$1.1 million.

Immediately prior to the closing
of the IPO, all shares of the Company’s outstanding convertible preferred stock and redeemable convertible preferred stock
, including 182,467 shares of preferred stock issued upon exercise of a warrant immediately prior to the closing of the IPO,
were converted into 68,202,784 shares of common stock.
Prior to the closing
of the
IPO, the Company had
warrants
to purchase
190,500
shares of its convertible preferred stock outstanding, such warrants
were converted
immediately prior to the closing of the IPO
into
warrants to purchase 190,500 shares of the Company’s voting
common stock and the associated preferred stock warrant liabilities were
re-measured
to its fair value of $6.3 million and reclassified to additional
paid-in
capital.
Prior to the IPO, deferred offering costs, which consist of legal, accounting, consulting and other direct fees and costs relating to the IPO, were capitalized in other long-term assets. Upon the completion of the IPO, these costs were offset against the proceeds from the IPO and recorded as a reduction to additional
paid-in
capital.

Basis of Presentation

and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”)(GAAP) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”)SEC regarding interim financial reporting. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations, comprehensive loss, changes in convertible preferred stock, redeemable convertible preferred stock and stockholders’ equity,

(
deficit
)
,
and its cash flows for the periods presented.

The results of operations for the sixthree months ended June 30, 2021,March 31, 2024, are not necessarily indicative of results to be expected for the year ended December 31, 2021,2024, any other interim periods or any future year or period. The accompanying consolidated balance sheet as of December 31, 20202023 was derived from the Company’s audited consolidated financial statements for the year ended December 31, 2020.2023. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted from the interim unaudited condensed consolidated financial statements.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s prospectus dated May 25, 2021 and filed withAnnual Report on Form 10-K for the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended on May 26, 2021 (Prospectus).

Principles of Consolidation
year ended December 31, 2023.

The condensed consolidated financial statements include the accounts of Flywire Corporation and its wholly-ownedwholly owned subsidiaries. All intercompany transactionsaccounts and balancestransactions have been eliminated inupon consolidation.

10
Table of Contents

Segment Information

The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. ForSee Note 2 - Revenue and Recognition for information regarding the Company’sCompany's revenue by geographic area, see Note 2.

area.

7

Impact

Table of

COVID-19
Contents

On March 11, 2020, the World Health Organization (“WHO”) declared the outbreak of a novel coronavirus
(“COVID-19”)
as a global pandemic, which continues to spread throughout the world. The Company’s primary sources of revenue are related to international tuition payments and domestic healthcare payments for elective procedures. These areas have been adversely impacted by the pandemic. Colleges, universities, private primary schools and language schools are still deciding on their
re-opening
plans; international travel has been reduced to stop the
in-flow
of
COVID-19;
and hospitals have cut back on elective procedures to ensure there are available resources to treat waves of
COVID-19
cases.
In response to the
COVID-19
pandemic, the Company executed a reduction in force in May of 2020, cut corporate bonus programs, eliminated corporate travel and reduced professional service and other fees. Further, the Company implemented remote working capabilities and measures focused on the safety of employees. The Company continues to monitor the rapidly evolving conditions and circumstances as well as guidance from international and domestic authorities, including public health authorities. The Company does not currently foresee the need to take additional actions; however, it continues to evaluate the ongoing impact of
COVID-19
as facts and circumstances change.
Stock Split
In May 2021, the Company filed an amendment to its amended and restated certificate of incorporation to effect a
3-for-1
forward stock split of its common stock, convertible preferred stock and redeemable convertible preferred stock. In connection with the forward stock split, each issued and outstanding share of common stock, automatically and without action on the part of the holders, became three shares of common stock, each issued and outstanding share of convertible preferred stock, automatically and without action on the part of the holders, became three shares of convertible preferred stock and each issued and outstanding share of redeemable convertible preferred stock, automatically and without action on the part of the holders, became three shares of redeemable convertible preferred stock. The par value per share of common stock, convertible preferred stock and redeemable convertible preferred stock was not adjusted. All references to the convertible preferred stock, redeemable
 convertible
preferred stock, common stock, treasury stock, options to purchase common stock, restricted stock awards, warrants to purchase convertible preferred stock, warrants to purchase common stock, per share amounts and related information contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the effect of the stock split for all periods presented.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of common stock prior to the Company’s IPO andcertain stock-based compensation awards, the valuation of the preferred stock warrant liability up until the date of the Company’s IPO, impairment assessment of goodwill, intangibles and other long-lived assets,contingent consideration, the valuation of acquired intangible assets and their useful lives, the estimate of credit losses on accounts receivable and unbilled receivables, the impairment assessment of goodwill, intangibles and other long-lived assets and the valuation of contingent consideration.incremental borrowing rates for operating leases. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Impact of Inflation

Inflation did not have a material effect on the Company's cash flows and results of operations during the three months ended March 31, 2024.

Concentrations of Credit Risk, Financial Instruments and Significant C

lients
Clients

Financial instruments that potentially subject the Company to concentration of credit risk consists principally of cash, cash equivalents, accounts receivable, unbilled receivables and funds receivable from payment partners.

The Company maintains its cash and cash equivalents with financial institutions that management believes are of high credit quality. Our cash equivalents include money market funds, which are AAA-rated and comprised of liquid, high quality debt securities issued by the U.S. government. The Company's cash and cash equivalents deposited with the financial institutions exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit of $250,000. As part of its cash management process, the Company performs periodic reviews of the credit standing of the financial institutions holding its cash and cash equivalents. Additionally, to mitigate credit risk associated with financial institutions, the Company diversifies its cash and cash equivalents across multiple financial institutions and U.S. Treasury Money Market Funds. U.S. Treasuries, by their nature, create a concentration of credit risk with the US Government. Our access to our cash and cash equivalents and client funds could be significantly impacted in volatile markets given our concentration in government money market funds.

To manage credit risk related to accounts receivable and unbilled receivables, the Company evaluatesmaintains an allowance for credit worthiness of its clients and maintains allowances, tolosses. The allowance is determined by applying a loss-rate method based on an aging schedule using the extent necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues.Company's historical loss rate. The Company hasalso considers reasonable and supportable current and forecasted information in determining its estimated loss rates, such as external forecasts, macroeconomic trends, or other factors that are associated with the credit quality of the Company’s customer base. The Company did not experiencedexperience any material credit losses for the three and six months ended June 30, 202March 31, 2024.

1
and 202
0
.
11
Table of Contents
The Company has corporate deposit balances with financial institutions which exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. As part of the cash management proces
s
, the Company performs periodic reviews of the financial institution credit standing.

Accounts receivable are derived from revenue earned from

Clients
clients located in the U.S. and internationally. Significant
Clients
clients are those that represent 10% or more of accounts receivable, net as set forth in the following table:
   
June 30,
  
December 31,
 
   
2021
  
2020
 
Client A
   18%   19% 
Client B
   13%   10% 
net. As of March 31, 2024 and December 31, 2023, there was no client that represented 10% or more of accounts receivable, net.

Funds receivable from payment partners consist primarily of cash held by the Company’s global payment processing partners that

have
not yet
been
remitted to the Company. Significant partners are those that represent 10% or more of funds receivable from payment partners as set forth in the following table:
   
June 30,
  
December 31,
 
   
2021
  
2020
 
Partner A
   12%   24% 
Partner B
   13%   12% 
Partner C
   22%   12% 
Partner D
   10%    * 
*

 

March 31,

 

 

December 31,

 

 

2024

 

 

2023

 

Partner A

 

*

 

 

 

14

%

Partner B

 

 

11

%

 

 

15

%

Partner C

 

 

11

%

 

 

13

%

Partner D

 

*

 

 

 

11

%

Partner E

 

 

38

%

 

 

20

%

______________________

* Less than 10% of total balance.

During the three and six months ended June 30, 202
1
and 202
0
, no clients accounted for 10% or more of revenue.total balance.

During the three months ended June 30, 2021March 31, 2024 and 2020,2023, no client accounted for 10% or more of total revenue.

8

Table of Contents

During the three months ended March 31, 2024, revenue from clients located outside ofin the United States and Canada (Americas), Europe, the Middle East and Africa (EMEA) and the Asia and Pacific region (APAC) in the aggregate accounted for 37.9%50.7%, 31.7% and 20.8%17.6% of the Company’s revenue, respectively, with the United Kingdom accounting for 12.0% and 10.4%, respectively and Canada accounting for 19.7% and 8.5%,total revenues, respectively. No other countries accounted for 10% or more of revenue for

During the three months ended June 30, 2021 and 2020.

During the six months ended June 30, 2021 and 2020,March 31, 2023, revenue from clients located outside of the United Statesin Americas, EMEA and APAC in the aggregate accounted for 31.0%63.8%, 23.0% and 23.0%13.2% of the Company’s revenue,
respectively, with the United Kingdom accounting for 9.6% and 10.7%, respectively and Canada accounting for 15.6% and 9.3%,total revenues, respectively. No other countries accounted for 10% or more of revenue for the six months ended June 30, 2021 and 2020.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in “Index to Consolidated Financial StatementsNote 1 - Note 2.Business Overview and Summary of Significant Accounting Policies”Policies in the Notesnotes to Consolidated Financial Statements containedthe audited consolidated financial statements in the Prospectus.Company’s Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to these policies as described in the Prospectus.

12
Table of Contents
Deferred Offering Costs
The Company capitalized certain legal, accounting and other third-party fees that were directly associated with
in-process
equity financings as deferred offering costs until such financings were consummated. After consummation of the IPO, these costs were recorded in stockholder’s equity as a reduction of the additional
paid-in
capital generated as a result of the IPO. As of June 30, 2021, the Company had $1.0 million of deferred offering costs that are unpaid, of which $0.9 million was recorded in accounts payable and $0.1 million was recorded in accrued expenses and other current liabilities.
Software Developed for Internal Use
The Company capitalizes costs related to
internal-use
software during the application development stage including third-party consulting costs and compensation expenses related to employees who devote time to the development of the projects. The Company records software development costs in property and equipment. Costs incurred in the preliminary stages of development activities and post implementation activities are expensed in the period incurred and they are included in technology and development expense in the consolidated statements of operations and comprehensive loss. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Once the additional functionality is available for general use, capitalization ceases and the asset begins being amortized. The Company capitalized $5.0 million and $1.8 million in costs related to internal use software as of June 30, 2021 and December 31, 2020, respectively. The Company capitalized $3.2 
million
and $0.7 million in costs related to internal use software during the sixthree months ended June 30, 2021 and 2020, respectively. Software developed for internal use is amortized on a straight-line basis over its estimated useful life of five years.March 31, 2024.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling and marketing expenses in the condensed consolidated statements of operations and comprehensive loss. Advertising expenses for the three

months ended June 30, 2021March 31, 2024 and 20202023 were $0.6$1.6 million and $0.3$1.1 million, respectively. Advertising expenses

Recently Adopted Accounting Pronouncements

As of March 31, 2024 and for the

six
months
period then ended, June 30, 2021there were no recently adopted Accounting Standards Update (ASUs) that had a material effect on the Company’s condensed consolidated financial statements and 2020 were $1.1 million and $0.6 million, respectively.disclosures.

Recent

Accounting Pronouncements Not Yet Adopted

The following Accounting Standards Updates (“ASUs”)ASUs were issued by the Financial Accounting Standards Board (“FASB”) andbut not yet adopted by Flywire:

Flywire as of March 31, 2024:

ASU

2016-02,
Leases 2023-07, Segment Reporting (Topic 842)
and subsequent related ASUs: The280): Improvements to Reportable Segment Disclosures: ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 also enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new lease standard sets out the principlessegment disclosure requirements for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. In addition, a lessee is required to record (i) a
right-of-use
asset and a lease liability on its balance sheet for all leases with accounting lease terms of more than 12 months regardless of whether it is an operating or financing lease and (ii) lease expense for operating leases and amortization and interest expense for financing leases. Leasesentities with a term of 12 months or less may be accounted for similar to the prior guidance for operating leases. In 2018, the FASB issued
single reportable and contains other disclosure requirements. ASU 2018-11,
which added an optional transition method under the new lease standard that allows companies to adopt the standard as of the beginning of the year of adoption as opposed to the earliest comparative period presented. ASU
2016-02
2023-07 is effective for Flywire for the Companyannual period beginning on January 1, 2022, with early2024 and interim periods beginning on January 1, 2025. Early adoption is permitted. ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

ASU

2019-12,
2023-09, Income Taxes (Topic 740): SimplifyingImprovements to Income Tax Disclosures: ASU 2023-09 requires public business entities to disclose on an annual basis additional information in specified categories with respect to the Accountingreconciliation of the effective tax rate to the statutory rate for Income Taxes
:federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition, ASU simplifies2023-09 requires disclosure pertaining to taxes paid, net of refunds received, to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the accounting for income taxes by removing certain exceptions for intra period tax allocations and deferred tax liabilities for equity method investments and adds guidance on whetherextent the related amounts exceed a
step-up
in tax basis of goodwill relates to a business combination or a separate transaction. quantitative threshold. ASU
2019-12
2023-09 is effective for the Company for the annual period beginning on January 1, 2022, with early2025. Early adoption is permitted. ASU 2023-09 should be applied on a prospective basis. However, companies have the option to apply the standard retrospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.
ASU
2021-04
Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic
470-50),
Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic
815-40):
ASU
2021-04
requires issuers to account for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after the modification or exchange based on the substance of the modification or exchange (e.g., a financing transaction to raise equity versus one to raise debt). ASU
2021-04
is effective for Flywire on January 1, 2022, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

13
Table of Contents
ASU 2016-13
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
and subsequent related ASUs: ASU
2016-13
replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. ASU
2016-13
is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.
ASU
2020-06,
Debt - Debt with Conversion and Other
Options (Subtopic
470-20)
and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity:
ASU
2020-06
reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity. ASU
2020-06
is effective for the Company on January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.
Emerging Growth Company Status
The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.
14
Table of Contents

Note 2. Revenue and Recognition

The following tables presenttable presents revenue from

contracts
with clients disaggregated by geographical area and major solutions. The categorization of revenue by geographical location is determined based on the location of where the client resides.

9

Table of Contents

 

Three Months Ended March 31,

 

(in thousands)

 

2024

 

 

2023

 

Primary geographical markets

 

 

 

 

 

 

Americas

 

$

57,866

 

 

$

60,165

 

EMEA

 

 

36,160

 

 

 

21,661

 

APAC

 

 

20,077

 

 

 

12,531

 

Total revenue

 

$

114,103

 

 

$

94,357

 

Major solutions

 

 

 

 

 

 

Transactions

 

$

95,200

 

 

$

76,302

 

Platform and other revenues

 

 

18,903

 

 

 

18,055

 

Total revenue

 

$

114,103

 

 

$

94,357

 

   
Three Months Ended

June 30,
   
Six Months Ended

June 30,
 
(in thousands)
  
2021
   
2020
   
2021
   
2020
 
Primary geographical markets
                    
United States (“U.S.”)
  $22,964   $18,807   $56,538   $43,494 
Canada
   7,282    2,031    12,798    5,242 
United Kingdom (“U.K.”)
   4,454    2,461    7,887    6,049 
Other Countries
1
   2,276    458    4,744    1,681 
   
 
 
   
 
 
   
 
 
   
 
 
 
Revenue
  $36,976   $23,757   $81,967   $56,466 
   
 
 
   
 
 
   
 
 
   
 
 
 
Major solutions
                    
Transactions
  $24,250   $11,224   $56,684   $36,441 
Platform and usage-based fees
   12,726    12,533    25,283    20,025 
   
 
 
   
 
 
   
 
 
   
 
 
 
Revenue
  $36,976   $23,757   $81,967   $56,466 
   
 
 
   
 
 
   
 
 
   
 
 
 
(1)
No single country included in the other countries category represented 10% or more of revenue.

Contract Balances from Contracts with Clients

The following table provides information about accounts receivable, unbilled receivables and deferred revenue from contracts with

clients
(in (in thousands):

 

March 31,
2024

 

 

December 31,
2023

 

Accounts receivable, net

 

$

19,688

 

 

$

18,215

 

Unbilled receivables, net

 

 

7,995

 

 

 

10,689

 

Deferred revenue – current

 

 

5,619

 

 

 

6,968

 

Deferred revenue – non-current

 

 

169

 

 

 

169

 

   
June 30,

2021
   
December 31,

2020
 
Accounts receivable, net of allowances
  $11,621   $11,573 
Unbilled receivables
   1,006    1,698 
Deferred revenue—current
   836    1,227 
Deferred
revenue—non-current
   63    108 

For the three months ended June 30, 2021March 31, 2024 and 2020,2023, the Company recognized $0.2$3.1 million and $0.1$2.2 million respectively

,
of revenue from amounts that were included in deferred revenue as of March 31, 2021 and 2020. For the six months ended June 30, 2021 and 2020, the Company recognized $0.7 million and $0.6 million, respectively of revenue from amounts that were included in deferred revenue as of December 31, 20202023 and 2019.
2022, respectively.

Remaining Performance Obligations

The Company has performance obligations associated with certain clients' contracts for future services that have not yet been recognized as revenue. As of March 31, 2024, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied, including deferred revenue, was approximately $13.3 million. Of the total remaining performance obligations, the Company expects to recognize approximately 54.0% within a year and 46.0% over the next two to five years thereafter. Actual amounts and timing of revenue recognized may differ due to subsequent contract modifications, renewals and/or terminations.

Note 3. Allowance for Doubtful Accounts
Changes in the allowance for doubtful accounts for the three and six months ended June 30, 2021 and 2020 were as follows (in thousands):
   
Three Months Ended

June 30,
   
Six Months Ended

June 30,
 
   
2021
   
2020
   
2021
  
2020
 
Allowance for doubtful accounts at the beginning of the period
  $(201)   $(306)   $(481)  $(306) 
Provisions
   26    (237)    (80)   (237) 
Write-offs, net of recoveries
   8    47    394   47 
   
 
 
   
 
 
   
 
 
  
 
 
 
Allowance for doubtful accounts at the end of the period
  $(167)   $(496)   $(167)  $(496) 
   
 
 
   
 
 
   
 
 
  
 
 
 
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Note 4.3. Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the principal or most advantageous market for the asset or liability. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s cash equivalents are carried at fair value (Level 1) as determined according to the fair value hierarchy described above. The Company’s cash equivalents include money market funds, which are measured at fair value using the net asset value (NAV) per share practical expedient. The money market funds, which are AAA-rated are comprised of liquid, high-quality debt securities issued by the U.S. government. Shares in money market funds are purchased and redeemed at the NAV at the time of the purchase or sale, which may be purchased or redeemed on

10

Table of Contents

demand, as may be required by the Company. The carrying values of accounts receivable, funds receivable from payment partners, unbilled receivables, prepaid expenses, accounts payable, funds payable to clients and accrued expenses and other current liabilities approximate their respective fair values due to the short-term nature of these assets and liabilities. The Company’s contingent consideration is carried at fair value, determined using Level 3 inputs in the fair value hierarchy.

The following tables present the Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021March 31, 2024 and December 31, 20202023 (in thousands):

 

Measured at NAV as of
March 31, 2024:

 

 

Measured at Fair Value as of March 31, 2024:

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

391,542

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

391,542

 

 

 

$

391,542

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

391,542

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

$

—

 

 

$

—

 

 

$

—

 

 

$

10

 

 

$

10

 

Contingent consideration

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,281

 

 

 

2,281

 

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

2,291

 

 

$

2,291

 

 

 

 

Measured at NAV as of December 31, 2023:

 

 

Measured at Fair Value as of December 31, 2023:

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

372,912

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

372,912

 

Foreign exchange contracts

 

 

—

 

 

 

—

 

 

 

—

 

 

 

16

 

 

 

16

 

 

 

$

372,912

 

 

$

—

 

 

$

—

 

 

$

16

 

 

$

372,928

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

—

 

 

$

—

 

 

$

—

 

 

$

2,882

 

 

$

2,882

 

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

2,882

 

 

$

2,882

 

   
Fair Value Measurements as of June 30, 2021 Using:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial Assets:
                    
Foreign exchange contracts
  $—     $—     $—     $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
   $—     $—     $—     $—   
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial Liabilities:
                    
Foreign exchange contracts
  $—     $ —     $12   $12 
Contingent consideration
   —      —      7,079    7,079 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $—     $—     $7,091   $7,091 
   
 
 
   
 
 
   
 
 
   
 
 
 
  
   
Fair Value Measurements as of December 31, 2020 Using:
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial Assets:
                    
Foreign exchange contracts
  $—     $—     $54   $54 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $—     $—     $54   $54 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial Liabilities:
                    
Preferred stock warrant liability
   —      —     $1,932   $1,932 
Contingent consideration
   —      —      12,500    12,500 
   
 
 
   
 
 
   
 
 
   
 
 
 
   $—     $—     $14,432   $14,432 
   
 
 
   
 
 
   
 
 
   
 
 
 

During the three and six months ended June 30, 2021March 31, 2024 and 2020,year ended December 31, 2023, there were no transfers between Level 1, Level 2 or Level 3.

Preferred stock warrant liability
Immediately prior to the completion of the IPO, 182,467 preferred stock warrants were exercised for Series C Convertible Preferred Stock in a cashless net exercise. The preferred stock warrants were
re-measured
to their fair value of $6.4 million on the date of the exercise.

Contingent consideration

Learning Information Systems Pty Ltd. (StudyLink)

The fair value of the warrantscontingent consideration related to the revenue milestone was reclassified to convertible preferred stock. Upon the completion of the IPO all of the outstanding convertible preferred stock were converted to common stock.

Upon the completion of the IPO, the Company’s unexercised preferred stock warrants were converted into common stock warrantsdetermined using an option pricing model and the associated preferred stock warrant liabilities were
re-measured
to their fair value of $6.3 million and reclassified to additional
paid-in
capital.
The preferred stock warrant liability in the table above consists of the
pre-IPO
fair value of warrants to purchase convertible preferred stock. The fair value of the preferred stock warrant liabilitycontingent consideration related to volume of money movement, the cross-selling and engineering implementation milestones was determined using significant inputs not observable ina scenario-based method. Refer to Note 7 - Business Combinations for additional details on the market, which represent a Level 3 measurement within the fair value hierarchy.
Contingent consideration
StudyLink acquisition. The following table presents the unobservable inputs incorporated into the valuation of contingent consideration:
consideration as of March 31, 2024 and December 31, 2023.

   
Three Months

Ended

June 30,

2021
  
Three Months

Ended

June 30,

2020
  
Six Months

Ended

June 30,

2021
  
Six Months

Ended

June 30,

2020
 
Discount rate
   4.15%   14.5%   4.15%   14.5% 
Probability of successful achievement *
   0% - 100%   90% - 100%   0% - 100%   90% - 100% 
Performance period
   1 year   2 years   1 year   2 years 
*

March 31,
2024

December 31,
2023

Discount rate

7.0% - 7.7%

7.4% - 7.5%

Probability of successful achievement was set at different targets based on the Company’s best estimates on achieving them.*

0% - 100%

29% - 95%

16
Table

_____________________________

* Probability of Contents

Increases or decreases in any ofsuccessful achievement was set at different targets based on the probabilities of success in which revenue targets are expected to be achieved would result in a higher or lower fair value measurement, respectively. Company’s estimates on achieving them.

Increases or decreases in the discount rate would result in a lower or higher fair value measurement, respectively. Increases or decreases in any of the probabilities of success in which the revenue, volume, cross-selling and the engineering implementation milestones are expected to be achieved would result in higher or lower fair value measurement, respectively.

11

Table of Contents

Changes in the fair value of contingent consideration are included as a component of general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. The following table summarizes the changes in the carrying value of the contingent consideration for the periods presented (in thousands):

 

 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

Beginning balance

 

$

2,882

 

 

$

1,332

 

Additions

 

 

—

 

 

 

2

 

Change in fair value

 

 

(478

)

 

 

410

 

Contingent consideration paid *

 

 

—

 

 

 

(1,674

)

Foreign currency translation adjustment

 

 

(123

)

 

 

(29

)

Ending balance

 

$

2,281

 

 

$

41

 

* For the three and six months ended June 30,

 2021
a
nd
2020 (in thousands):March 31, 2023, contingent consideration paid has been bifurcated between the financing and operating sections of the condensed consolidated statement of cash flows. Amounts paid up to the fair value initially recorded in purchase accounting is reported in the financing section of the condensed consolidated statement of cash flows, while any excess is reported in the operating section of the condensed consolidated statement of cash flows.

   
Three Months Ended

June 30, 2021
   
Three Months Ended

June 30, 2020
   
Six Months Ended

June 30, 2021
  
Six Months Ended

June 30, 2020
 
Beginning balance
  $5,465   $6,800   $12,500  $2,000 
Additions
   —      —      —     7,100 
Change in fair value
   1,614    4,002    1,591   3,702 
Contingent consideration paid
   —      —      (7,012)   (2,000) 
   
 
 
   
 
 
   
 
 
  
 
 
 
Ending balance
  $ 7,079   $ 10,802   $7,079  $10,802 
   
 
 
   
 
 
   
 
 
  
 
 
 
*
Amounts of $3.2 million paid in excess of the fair value initially recorded in purchase accounting were classified as operating cash flows in the
consolidated statements of cash flows
during the six months ended June 30, 2021. Amounts of $0.7 million paid in excess of fair value initially recorded in purchase accounting were classified as operating cash flows in the
consolidated statements
of
cash flows
during the six months ended June 30, 2020.

Note 5.4. Derivative Instruments

As part of the Company’s foreign currency risk management program, the Company uses foreign currency forward contracts to mitigate the volatility related to fluctuations in the foreign exchange rates. These foreign currency forward contracts are not designated as hedging instruments. Derivative transactions such as foreign currency forward contracts are measured in terms of the notional amount; however, this amount is not recorded on the condensed consolidated balance sheets and is not, when viewed in isolation, a meaningful measure of the risk profile of the derivative instruments. The notional amount is generally not exchanged but is used only as the underlying basis on which the value of foreign exchange payments under these contracts is determined. As of June 30, 2021March 31, 2024 and December 31, 2020, respectively,2023, the Company had 1,8598,404 and 3,64712,737 open foreign exchange contracts.contracts, respectively. As of June 30, 2021March 31, 2024 and December 31, 2020,2023, the Company had foreign currency forward contracts outstanding with a notional amount of $12.7$23.6 million and $11.8$36.1 million, respectively.

The Company records all derivative instruments in the condensed consolidated balance sheets at their fair values. As of June 30, 2021,For the three months ended March 31, 2024, the Company recorded a liability of less than $0.1$0.1 million and as offor the year ended December 31, 2020,2023, the Company recorded an asset of less than $0.1$0.1 million related to outstanding foreign exchange contracts. The Company recognized a gain of less than $0.1$0.1 million and a loss of $1.3 million during the three and six months ended June 30, 2021March 31, 2024 and 2020, which was2023, respectively. Gains and losses are included as a component of general and administrative expense within the condensed consolidated statements of operations and comprehensive loss.

Note 6.5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of the dates presented (in thousands):

 

March 31,
2024

 

 

December 31,
2023

 

Accrued employee compensation and related taxes

 

$

15,287

 

 

$

19,748

 

Accrued vendor liabilities

 

 

3,147

 

 

 

4,193

 

Accrued income and other non-employee related taxes

 

 

7,622

 

 

 

6,270

 

Accrued professional services

 

 

1,694

 

 

 

2,139

 

Current portion of operating lease liabilities

 

 

1,372

 

 

 

1,465

 

Other accrued expenses and current liabilities

 

 

8,263

 

 

 

9,500

 

 

$

37,385

 

 

$

43,315

 

   
June 30,

2021
   
December 31,

2020
 
Accrued employee compensation and related taxes
  $8,022   $ 9,371 
Accrued vendor liabilities
   1,159    2,542 
Accrued income taxes payable
   658    1,027 
Accrued professional services
   628    937 
Other accrued expenses and current liabilities
   3,617    1,114 
   
 
 
   
 
 
 
   $14,084   $14,991 
   
 
 
   
 
 
 
17

12

Table of Contents

Note 7.6. Property and Equipment, net

Property and equipment, net consisted of the following as of the dates presented (in thousands):

   
June 30,

2021
   
December 31,

2020
 
Computer equipment and software
  $1,655   $1,465 
Internal use software
   4,967    1,779 
Furniture and fixtures
   632    687 
Leasehold improvements
   4,044    3,989 
   
 
 
   
 
 
 
    11,298    7,920 
Less: Accumulated depreciation and amortization
   (3,762)    (2,819) 
   
 
 
   
 
 
 
   $7,536   $5,101 
   
 
 
   
 
 
 
Depreciation and amortization expense for

 

March 31,
2024

 

 

December 31,
2023

 

Computer equipment and software

 

$

3,730

 

 

$

3,681

 

Internal-use software

 

 

19,590

 

 

 

18,135

 

Furniture and fixtures

 

 

902

 

 

 

912

 

Leasehold improvements

 

 

5,390

 

 

 

5,431

 

 

 

29,612

 

 

 

28,159

 

Less: Accumulated depreciation and amortization*

 

 

(14,024

)

 

 

(13,025

)

 

$

15,588

 

 

$

15,134

 

* For the three months ended June 30, 2021 and 2020 was $0.5 million and $0.5 million, respectively. Depreciatio

n
March 31, 2024, accumulated depreciation and amortization expense forincluded $(140) thousand of computer disposals and $(117) thousand of foreign currency translation adjustments. For the sixthree months ended June 30, 2021March 31, 2023, accumulated depreciation and 2020 was $1.0 millionamortization expense included $(84) thousand of computer disposals and $1.0 million, respectively.$(31) thousand of foreign currency translation adjustments.

During the three and six months ended June 30, 2021, the Company sold $0.1 million

Depreciation of property and equipment with accumulated depreciation of $0.1 million. The Company recognized a gain on the sale of the fixed assets of less than $0.1 million. There were 0 write offs of assets during the three and six months ended June 30, 2020.

As of June 30, 2021 and December 31, 2020, the carrying valueamortization of internal-used software was $4.6 million and $1.7 million, respectively. Amortization expense related to
internal-use
software for the three months ended June 30, 2021March 31, 2024 and 20202023 was $0.1$1.3 million and less than $0.1$0.9 million, respectively.

The Company capitalized $1.5 million and $1.4 million in costs related to internal-use software during the three months ended March 31, 2024 and 2023, respectively. Software developed for internal use is amortized on a straight-line basis over its estimated useful life of five years.

As of March 31, 2024 and December 31, 2023, the carrying value of internal-use software was $13.3 million and $12.7 million, respectively. Amortization expense related to

internal-use
software forwas $0.9 million and $0.5 million during the sixthree months ended June 30, 2021March 31, 2024 and 2020 was $0.2 million and less than $0.1
million,2023, respectively.

Note 8.7. Business Combinations

There were no acquisitions accounted for business combinations completed in

StudyLink

On November 3, 2023, Flywire, through one if its Australian subsidiaries Flywire Pacific Pty Ltd., acquired all of the threeissued and six months ended June 30, 2021.

Business Acquisition Completed in 2020
Simplificare Inc.
On February 13, 2020, the Company completed its acquisitionoutstanding shares of Simplificare Inc. (“Simplee”),StudyLink, an Australian-based software as a provider of healthcare paymentservice (SaaS) education company that provides platforms to education providers to support their student admissions systems and collections software.processes, including features such as eligibility assessment, offer generation, recruitment agent and commission management and acceptance processing. The acquisition of SimpleeStudyLink was intended to further expandaccelerate the capabilities of the Company and to acquire additional
c
l
ients
Company's growth in the healthcare market.Australian higher education market and enhance the Company's value proposition to payers, universities and agents in the higher education ecosystem. The acquisition of SimpleeStudyLink has been accounted for as a business combination.

During the first quarter of 2024, the Company completed its purchase accounting and recorded an immaterial net working capital adjustment.

Pursuant to the terms of the business combination agreement, the Company acquired all outstanding equity of SimpleeStudyLink for estimated total purchase consideration of $86.5approximately $37.6 million or $35.5 million, net of cash acquired, which consistsconsisted 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

 

Cash consideration, net of cash acquired
  $79,401 
Estimated fair value of contingent consideration
   7,100 
   
 
 
 
Total purchase consideration, net of cash acquired
  $86,501 
   
 
 
 

Contingent consideration, which totals up to approximately $2.7 million, represents additional payments that the CompanyFlywire may be required to make in the future which totals upare dependent upon StudyLink's successful achievement of revenue, volume, cross-selling and engineering implementation milestones and is subject to $20.0 million depending onexchange rate fluctuation adjustment between the Company reaching certain revenueU.S. Dollar and integration targets established for the years ended December 31, 2020 and 2021, as well as retaining key

c
lients
.Australian Dollar. A portion of the contingent consideration is also tied tocan 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 certaina key employees;employee; accordingly, $2.1the fair value of $2.4 million, hasor approximately 84,000 shares of common stock, have been excluded from the purchase price allocation.consideration. These shares were fixed on the date of acquisition and payable only in

13

Table of Contents

common stock, therefore are equity-classified. During the three months ended June 30, 2021 and 2020,March 31, 2024, the Company expensed $0.2$0.3 million and $0.3 million

, respectively
in personnel costsstock-based compensation associated with retention of the contingent consideration. During the six months ended June 30, 2021 and 2020, the Company expensed $0.4 million and $0.6 million, respectively. These personnel costs associated with contingent consideration are expensedkey employee. The stock-based compensation expense is included in the Company’s condensed consolidated statements of operations and comprehensive loss and a liability is included in accrued expenses and other current liabilitiesadditional paid-in capital on the condensed consolidated balance sheet.

The contingent consideration is payable at the

one-year
and
two-year
acquisition anniversary dates based on the prior year results.
18
Table of Contents
The Company incurred $1.9 million in transaction costs related to the Simplee acquisition, of which less than $0.1 million and $1.3 million was incurred during the three and six months ended June 30, 2020, respectively. NaN costs were incurred during the three and six months ended June 30, 2021. Additionally, the Company incurred retention costs to compensate employees of Simplee for future services. These costs were included in personnel
expense
in the Company’s consolidated statements of operations and comprehensive loss. During the three months ended June 30, 2021 and 2020, the Company incurred $0.9 million and $1.4 million of retention costs, respectively. During the six months ended June 30, 2021 and 2020, the Company incurred $1.7 and $2.1 of retention costs, respectively.
The following table summarizes the allocation of the purchase consideration to the fair value of 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

 

Cash
  $2,190 
Accounts receivable
   8,555 
Prepaid expenses and other assets
   1,578 
Property and equipment, net
   107 
Deferred tax assets
   6,587 
Goodwill
   31,696 
Identifiable intangible assets
   58,800 
   
 
 
 
Total assets acquired
   109,513 
   
 
 
 
Deferred tax liabilities
   15,092 
Accounts payable
   2,267 
Accrued expenses and other liabilities
   3,463 
   
 
 
 
Total liabilities assumed
   20,822 
   
 
 
 
Net assets acquired
   88,691 
Less: cash acquired
   2,190 
   
 
 
 
Net assets, less cash acquired
  $86,501 
   
 
 
 

Goodwill arising from the acquisition of $31.7$20.7 million was attributable to the assembled workforce of SimpleeStudyLink and the synergies expected to arise from the acquisition. The Company expects that 0No 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 SimpleeStudyLink 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

 

 

 

 

   
Estimated

Fair Values
   
Weighted-

Average

Estimated

Amortization

Periods
 
   (in thousands)   (years) 
Developed technology
  $10,500    8 
C
lient
 relationships
   48,300    12 
   
 
 
      
   $58,800      
   
 
 
      

The results of SimpleeStudyLink have been included in the condensed consolidated financial statements since the date of the acquisition. Simplee’s consolidatedStudyLink contributed $2.1 million in platform revenue included in the consolidated financial statements forduring the three

months ended June 30, 2020 was $10.7 million. Simplee’s consolidated revenue included in the consolidated financial statements since the acquisition date for the
six
months
ended June 30, 2020 was $16.2 million.March 31, 2024. The Company has not disclosed net income or loss since the acquisition date through June 30, 2020 as the business was fully integrated into the condensed consolidated Company’s operations and therefore it was impracticable to determine this amount.
19
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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information shows the results of the Company’s operations for the three and six months ended June 30, 2020March 31, 2023 as if the acquisition had occurred on January 1, 2019.2022. 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 Simplee.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 Simplee.StudyLink. The pro forma adjustments include:

•
incremental amortization expense associated with the estimated fair value of identified intangible assets and property and equipment;
assets;
revenue and cost of revenue adjustments as a result of the reduction in deferred revenue and the cost related to their estimated fair value;
•
incremental employee compensation expense for SimpleeStudyLink employees;
•
transaction costs; and

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•
the estimated tax impact of the above items.

 

Three Months Ended March 31, 2023

 

 

Actual

 

 

Pro Forma

 

 

(in thousands)

 

Revenue

 

$

94,357

 

 

$

96,164

 

Net Loss

 

$

(3,683

)

 

$

(4,058

)

   
Six Months Ended

June 30, 2020
 
   
Actual
   
Pro

Forma
 
   (in thousands) 
Revenue
  $56,466   $60,952 
Net Loss
  $(12,297)   $(13,852) 

Note 9.8. Goodwill and Acquired Intangible Assets

Goodwill

Goodwill

The following table summarizes the changes in the carrying amount of goodwill foras of the three and six months ended June 30, 2021 and 2020dates presented (in thousands):

 

 

March 31,
2024

 

 

December 31,
2023

 

Beginning balance

 

$

121,646

 

 

$

97,766

 

Goodwill related to acquisitions

 

 

—

 

 

 

20,705

 

Foreign currency translation adjustment

 

 

(1,926

)

 

 

3,175

 

Ending balance

 

$

119,720

 

 

$

121,646

 

   
Three

Months Ended

June 30,

2021
   
Three

Months Ended

June 30,

2020
   
Six

Months Ended

June 30,

2021
  
Six

Months Ended

June 30,

2020
 
Beginning balance
  $44,618   $44,872   $44,650  $12,924 
Goodwill related to Simplee acquisition
   —      —      —     31,696 
Foreign currency translation adjustment
   38    (39)    6   213 
   
 
 
   
 
 
   
 
 
  
 
 
 
Ending balance
  $44,656   $44,833   $44,656  $44,833 
   
 
 
   
 
 
   
 
 
  
 
 
 
NaN goodwill impairment was recorded during the six months ended June 30, 2021 and 2020.
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Acquired Intangible Assets

Acquired intangible assets subject to amortization consisted of the following (in(dollars in thousands):

 

March 31, 2024

 

 

 

 

 

 

Gross Carrying
Value*

 

 

Accumulated
Amortization**

 

 

Net Carrying
Amount

 

 

Weighted
Average
Remaining Life
(Years)

 

Developed Technology

 

$

39,037

 

 

$

(22,646

)

 

$

16,391

 

 

 

4.53

 

Acquired Relationships

 

 

102,745

 

 

 

(15,823

)

 

 

86,922

 

 

 

10.79

 

Trade Name/Trademark

 

 

130

 

 

 

(22

)

 

 

108

 

 

 

1.67

 

 

$

141,912

 

 

$

(38,491

)

 

$

103,421

 

 

 

 

* Includes $(2,571) thousand of foreign currency translation adjustments.

** Includes $91 thousand of foreign currency translation adjustments.

 

December 31, 2023

 

 

 

 

 

Gross Carrying
Value*

 

 

Accumulated
Amortization**

 

 

Net Carrying
Amount

 

 

Weighted
Average
Remaining Life
(Years)

 

Developed Technology

 

$

39,624

 

 

$

(21,446

)

 

$

18,178

 

 

 

4.71

 

Acquired Relationships

 

 

104,007

 

 

 

(14,143

)

 

 

89,864

 

 

 

11.04

 

Trade Name/Trademark

 

 

136

 

 

 

—

 

 

 

136

 

 

 

1.83

 

 

$

143,767

 

 

$

(35,589

)

 

$

108,178

 

 

 

 

* Includes $(750) thousand of foreign currency translation adjustments.

   
June 30, 2021
     
(in
thousands)
  
Gross Carrying

Value*
   
Accumulated

Amortization
   
Net Carrying

Amount
   
Weighted

Average

Remaining Life

(Years)
 
Developed Technology
  $25,182   $(8,618)   $16,564    5.66 
Client
Relationships
   52,402    (4,082)    48,320    10.35 
Trade Name/Trademark
   511    (511)    —      —   
Non-Compete
Agreement
   469    (320)    149    1.66 
   
 
 
   
 
 
   
 
 
      
   $78,564   $(13,531)   $65,033      
   
 
 
   
 
 
   
 
 
      
*
Includes less than $0.1 million of foreign currency translation adjustments and $0.1 million in acquired developed technology assets during the six months ended June 30, 2021.
   
June 30, 2020
     
   
Gross Carrying

Value*
   
Accumulated

Amortization
   
Net Carrying

Amount
   
Weighted

Average

Remaining Life

(Years)
 
Developed Technology
  $25,063   $(6,595)   $18,468    6.13 
Client
Relationships
   52,312    (2,772)    49,540    10.88 
Trade Name/Trademark
   511    (504)    7    0.04 
Non-Compete
Agreement
   469    (273)    196    2.05 
   
 
 
   
 
 
   
 
 
      
   $78,355   $(10,144)   $68,211      
   
 
 
   
 
 
   
 
 
      
*
Includes less than $0.1 million of foreign currency translation during the six months ended June 30, 2020.

** Includes $(41) thousand of foreign currency translation adjustments.

Amortization expense for the three months ended June 30, 2021March 31, 2024 and 20202023 was $1.7$2.9 million and $1.2$2.8 million, respectively. Amortization expense for the six months ended June 30, 2021 and 2020 was $3.3 million and $2.8 million, respectively.

As of June 30, 2021,March 31, 2024, the estimated annual amortization expense of intangible assets for each of the next five years and thereafter is expected to be as follows (in thousands):

   
Estimated

Amortization

Expense
 
Remaining of fiscal year 2021
  $3,310 
2022
   7,154 
2023
   7,626 
2024
   7,607 
2025
   7,162 
Thereafter
   32,174 
   
 
 
 
   $65,033 
   
 
 
 
21

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Estimated
Amortization
Expense

 

Remaining of fiscal year 2024

 

$

8,864

 

 2025

 

 

12,064

 

 2026

 

 

11,335

 

 2027

 

 

10,765

 

 2028

 

 

10,422

 

 2029

 

 

9,598

 

Thereafter

 

 

40,373

 

 

$

103,421

 

Note 10.9. Debt

The components of the Company’s outstanding debt as of each period presented, consisted of the following (in thousands):
   
June 30,

2021
   
December 31,

2020
 
Long term debt
  $25,000   $25,000 
Less unamortized debt discount
   (363)    (430) 
Less unamortized debt issuance costs
   (190)    (218) 
   
 
 
   
 
 
 
Net carrying amount
  $24,447   $24,352 
   
 
 
   
 
 
 
Loan and Security Agreement

2024 Revolving Credit Facility

On January 16, 2018,February 23, 2024, the Company entered into a Loanan Amended and SecurityRestated Credit Agreement with a financial institution for a $25.0five-year senior secured revolving credit syndication loan (2024 Revolving Credit Facility) with four banks for a total commitment of $125.0 million. The 2024 Revolving Credit Facility provides for an incremental facility in an amount equal to $50.0 million plus 100% of Consolidated Adjusted EBITDA based on the most recent consolidated financial information. In addition, the 2024 Revolving Credit Facility includes a $10.0 million letter of credit sub-facility and a $5.0 million swingline sub-facility, with available borrowings under the 2024 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2024 Revolving Credit Facility is guaranteed by Flywire’s current and future material domestic subsidiaries.

The 2024 Revolving Credit Facility replaces the three-year senior secured revolving credit syndication loan (the “LSA”) with interest at a rate(2021 Revolving Credit Facility) of 8.5% per annum. The proceeds$50.0 million entered into in July 2021, under which $50.0 million was available to Flywire as of December 31, 2023. Three of the LSAlenders under the 2024 Revolving Credit Facility were used to fundexisting lenders under the acquisition of OnPlan. The LSA could be drawn down in three tranches. The first tranche of $15.0 million was drawn in January 2018, while2021 Revolving Credit Facility.

In connection with the remaining two tranches were drawn in February 2019 and August 2019 for $5.0 million each. The LSA maturity date was January 22, 2022. The Company was obligated to make monthly interest payments on2024 Revolving Credit Facility, the loan. The LSA was interest only until either August 1, 2019 or February 1, 2020 pending on achieving certain revenue and margin targets. The Company incurred debt issuance costs of $0.2 million in connection with the issuance of the LSA. These$0.8 million. Debt issuance costs wererelated to the 2024 Revolving Credit Facility are amortized to interest expense, usingon a straight-line basis over the effective interest method, over thecontractual term of the loan.

On December 31, 2018,agreement and are presented as a component of other assets on the Company's condensed consolidated balance sheets. Debt issuance costs of $0.1 million related to the 2021 Revolving Credit Facility will continue to be amortized on a straight-line basis over the contractual term of the new agreement and are presented as a component of other assets on the Company's condensed consolidated balance sheets. The exchange of the 2021 Revolving Credit Facility with the 2024 Revolving Credit Facility from the same lenders was accounted for as a modification.

The 2024 Revolving Credit Facility consists of Alternate Base Rate (ABR) borrowings or Term Secured Overnight Financing Rate (SOFR) borrowings, at the Company’s option.

ABR borrowings bear interest at the ABR plus the applicable rate. Term SOFR borrowings bear interest at the Adjusted Term SOFR for the interest period plus the applicable rate. The ABR rate is based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted Term SOFR for a one-month interest period, plus 1%. The Adjusted Term SOFR is equal to the sum of (a) Term SOFR for such interest period, plus (b) the SOFR adjustment of 0.10%. The applicable rate is based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information and ranges from 1.0% to 2.5%. The 2024 Revolving Credit Facility incurs a commitment fee ranging from 0.25% to 0.35% based upon the Company’s consolidated total net leverage ratio as of the most recent consolidated financial information assessed on the average available commitment.

The 2024 Revolving Credit Facility contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company achieved the required targets,to satisfy certain financial covenants and deemed that the principal payments would not commence until February 1, 2020.

The LSA does not include any financial covenants. The LSA contains negative covenants that restrict among other things, the Company’s ability to sell asset
s
, make investments and acquisitions, make capital expenditures, grant liens,incur additional debt, pay dividends and make distributions, make certain other restricted payments.
The LSA is subject to customary mandatory prepayment provisionsinvestments and acceleration upon eventsacquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of default for, among other things,
non-payment,
breachits business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate. Non-compliance with one or more of the covenants certain large judgments and misrepresentations.restrictions could result in the full or partial principal balance of the 2024 Revolving Credit Facility becoming immediately due and payable and termination of the

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commitments. The Company may make voluntary prepaymentswas in compliance with all covenants associated with the 2024 Revolving Credit Facility as of the LSA at any time without penalty or premium. The Company did not make any prepayments of the LSA during the three and six months ended June 30, March 31, 2024.

2021 or 2020.

Amendments to Loan and Security Agreement
Revolving Credit Facility

On April 25, 2020, the Company entered into a Joinder and First Amendment to the Loan and Security Agreement for administrative matters.

On May 18, 2020, the Company entered into a Joinder and Second Amendment to Loan and Security Agreement to refinance the LSA. As part of the amendment, the financial institution
re-advanced
$4.2 million of principal paid on the loan through May 1, 2020. The final maturity date of the LSA was extended to May 2025. The new stated interest rate at a floating per annum rate equal to the greater of (i) 5.25% above the prime rate; or (ii) 8.50%. The LSA is interest only until May 2023. Beginning on June 1, 2023, the Company will make 24 equal principal payments. The Company incurred $0.2 million in commitment fees from the financial institution to close the refinancing. These commitment fees were recorded as a reduction to the loan balance on the balance sheet.
On June 2, 2020, December 9, 2020 and May 19,July 29, 2021, the Company entered into the 2021 Revolving Credit Facility with three banks for a Third, Fourthtotal commitment of $50.0 million. The 2021 Revolving Credit Facility included a $5.0 million letter of credit sub-facility and Fifth Amendments, respectively,a $5.0 million swingline sub-facility, with available borrowings under the 2021 Revolving Credit Facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. The 2021 Revolving Credit Facility was guaranteed by Flywire’s material domestic subsidiaries.

The 2021 Revolving Credit Facility consisted of ABR loans or Eurodollar Borrowings, at the Company’s option.

On June 23, 2023, the Company executed the First Amendment to the Loan and Security Agreement for administrative matters.

All amendments were accounted for as debt modifications.
22
Table2021 Revolving Credit Facility to transition determination of Contents
Future Principal Payments
the interest rate from the LIBOR benchmark rate to the SOFR benchmark rate effective June 30, 2023.

As of June 30,March 31, 2024 and December 31, 2023, there was no outstanding indebtedness under the 2024 Revolving Credit Facility or the 2021 the aggregate minimum future principal payments due in connection with the Company’s LSA in the next five years were as follows (in thousands):

2021
  $0   
2022
   0   
2023
   7,292 
2024
   12,500 
2025
   5,208 
   
 
 
 
   $25,000 
   
 
 
 
Revolving Credit Facility.

Interest expense for each of the three months ended June 30, 2021March 31, 2024 and 20202023 was $0.6 million and $0.7, respectively. Interest expense for the six months ended June 30, 2021 and 2020 was $1.2 million and $1.3 million, respectively.$0.1 million. Included in interest expense for each of the three months ended June 30, 2021March 31, 2024 and 20202023 is $0.1 million and $0.1less than $0.1 million of amortization of debt issuance costcosts.

Letter of Credit

As of March 31, 2024 and debt discount. IncludedDecember 31, 2023, the Company had an outstanding and unused letter of credit in interest expensethe amount of approximately $2.6 million and $0.7 million, respectively, for the six months ended June 30, 2021 and 2020 is $0.1 million and $0.1 millionpurpose of amortizationprotecting a third-party service provider against default on payroll payments. The letter of debt issuance cost and debt discount.

credit expires upon notice.

On July 29, 2021, the Company closed a new loan facility that was used to pay off the existing debt
under the LSA
, in full, and provide an additional $25.0 million of available credit. See
the
subsequent event footnote.

Note 11.10. Stockholders’ (Deficit) Equity

Preferred Stock

– In connection with the IPO, the

The Company’s current amended and restated certificate of incorporation, became effective, which authorizedwas filed on May 28, 2021, authorizes the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $0.0001$0.0001 per share with rights and preferences, including voting rights,designated from time to time by the board of directors.

Common Stock

– In connection with the IPO, the

The Company’s

current
amended and restated certificate of incorporation authorizedauthorizes the issuance of 2,000,000,000 shares of voting common stock with a par value of $0.0001$0.0001 per share and 10,000,000 shares of
non-voting
common stock with a par value of $0.0001$0.0001 per share. The voting and
non-voting
shares are identical, except
that holders
of voting common stock
are
entitled to
one
vote for each share on each matter properly submitted to the Company’s stockholders for their vote, while holders of non-voting common stock are not entitled to vote on such matters. Holders of voting common stock and non-voting common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Holders of the Company's common stock have no conversion rights while each share of non-voting common stock automatically converts into common stock on a one-to-one basis without the payment of additional consideration upon the transfer thereof in (i) a widespread public distribution, including pursuant to Rule 144 under the Securities Act, (ii) a transfer (including a private placement or a sale pursuant to Rule 144 under the Securities Act) in which no one party acquires the right to purchase 2% or more of any class of voting securities (as such term is used for the purposes of the Bank Holding Company Act of 1956, as amended), (iii) an assignment to a single party (for example, a broker or investment banker) for the purposes of conducting a widespread public distribution, or (iv) to a party who would control more than 50% of the Company's voting securities without giving effect to the shares of non-voting common stock transferred by the holder. Other than in the event of such transfers, shares of non-voting common stock shall not be convertible into any other security.

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Table of Contents

Treasury Stock

The Company may issue treasury stock to cover the exercise of stock options and vesting of restricted stock units related to equity incentive plans. The Company issued 14,504 treasury shares at an average cost of $0.32 per share during the three months ended March 31, 2024. The Company did not issue any treasury shares during the three months ended March 31, 2023. The Company intends to issue treasury shares as long as an adequate number of those shares are available.

As of June 30, 2021,March 31, 2024, the Company had reserved shares of common stock for future issuance as follows:

March 31, 2024

Issued and outstanding stock options

16,366,407

7,366,719

Issued and outstanding restricted stock units

6,809,244

Available for issuance under stock plansthe 2021 Equity Incentive Plan

9,864,400

17,833,390

Available for issuance under Employee Stock Purchase Plan

4,720,458

Committed to settling employee retention

26,230,807

83,996

Available for conversion of non-voting common stock

1,873,320

38,687,127

Note 12.11. Stock-Based Compensation

Equity Incentive Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved the 2021 Equity Incentive Plan

The Company has stock-based compensation plans that provide for the award of equity incentives, including stock options, restricted stock awards, restricted stock units (RSUs), performance shares, performance units and other stock-based awards. (the 2021 Plan).

No further awards can beare being made under the Company’s 2009 Equity Incentive Plan, (2009as amended (the 2009 Plan) or the Company’s 2018 EquityStock Incentive Plan (2018(the 2018 Plan),; however, awards outstanding under each of the 2009 Plan and 2018 Plan will continue to be governed by their existing terms. With the establishment of the 2021 Equity Incentive Plan (the 2021 Plan) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any stock-based awards granted under the 2009 Plan or 2018 Plan, andan equal number of shares will become available for grant under the 2021 Plan.

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the The 2021 Plan, which became effective in connection with2018 Plan and 2009 Plan are collectively referred to as the IPO. “Equity Incentive Plans”.

The 2021 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards,restricted stock units, performance awards and other forms of equity compensation (collectively, equity awards). A total of 9,201,15626,116,754 shares of the Company’s common stock have been reserved for issuance under the 2021 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of common stock reserved for issuance under the 2021 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding stockstock-based awards granted under the 2009 Plan andor 2018 Plan, an equal number of shares of common stock.

stock will become available under the 2021 Plan.

As of March 31, 2024, a total of 17,833,390 shares of the Company's common stock were available for future issuance under the 2021 Plan.

Stock Options

Stock options granted under the 2009 Plan, 2018 Plan and the 2021 Plan generally vest based on continued service over four years and expire within ten years from the date of grant. Any options that are canceled or forfeited before expiration become available for future grants.

The Company did not grant any options to purchase shares of common stock during the three months ended March 31, 2024.

As of March 31, 2024, there was $8.8 million of total unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.14 years.

Restricted Stock Units

Starting in 2021, the Company awarded restricted stock units to employees and certain non-employee board members under the 2021 Plan. During the three months ended March 31, 2024, the Company awarded restricted stock

23

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units covering an aggregate of 3,166,769 shares of common stock. The fair value of each restricted stock unit is estimated based on the fair value of the Company's common stock on the date of the grant. The restricted stock units vest over the requisite service period, which range between one and four years from the date of the grant, subject to the continued employment of the employees and service of the non-employee board members.

As of March 31, 2024, there was $159.0 million of total unrecognized compensation expense related to unvested restricted stock units, which is expected to be recognized over a weighted-average period of 3.32 years.

Employee Stock Purchase Plan

In April 2021, the Company’s board of directors adopted, and in May 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the 2021 ESPP)(ESPP), which became effective in connection with the IPO.on May 28, 2021. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees."eligible employees". A total of 1,639,8105,082,470 shares of the Company’s common stock have been reserved for future issuance under the 2021 ESPP, in addition to any annual automatic evergreen increases in the number of shares of common stock reserved for future issuance under the 2021 ESPP. The price at which common stock is purchased under the 2021 ESPP is equal to 85%85% of the fair market value of a share of the Company’s common stock on the first or last day of the offering period, whichever is lower. Eligible employees can contribute up to 15% of their eligible compensation. Offering periods are generally 36 months long.

As of June 30, 2021,March 31, 2024, a total of 4,720,458 shares of the Company has not commenced

any offering periodCompany's common stock were available for future issuance under the
ESPP.
Stock Options
—Stock options granted under the 2009 Plan, 2018 Plan and the 202
1
Plan generally vest based on continued service over four years and expire ten years from the date of grant. 
During the three and six months ended June 30, 2021, the Company granted an aggregate of 1,030,185 and 3,898,650 shares of stock options with weighted average exercise prices of $6.17 and $16.83 per share, respectively.

The fair value of options granted before the closing ofESPP offering during the IPOthree months ended March 31, 2024 was estimated at the grant datestart of the offering period using the Black-Scholes option-pricing model with the following assumptions: (i) expected term of 6.08 0.5 years, (ii) expected volatility of 42.4%61.91%, (iii) risk-free interest rate range of 0.53% to 1.21%5.24% and (iv) expected dividend yield of 0%0%.

As of June 30, 2021, there was $27.7 million ofMarch 31, 2024, the total unrecognized compensation expense related to unvested stock options and restricted stock awards,the ESPP was $0.4 million, which is expected to be recognizedamortized over a weighted-average period of 2.8 years.

the next 3 months.

Stock-Based Compensation Costs

The following table summarizes the stock-based compensation expense for (i) stock options and restricted stock awardsunits granted to employees and non-employee board members and (ii) ESPP shares that waswere purchased by employees that were recorded in the Company’s condensed consolidated statements of operations and comprehensive loss (in(in thousands):

 

 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

Technology and development

 

$

2,592

 

 

$

1,569

 

Selling and marketing

 

 

3,960

 

 

 

2,437

 

General and administrative

 

 

8,290

 

 

 

4,597

 

Total stock-based compensation expense

 

$

14,842

 

 

$

8,603

 

   
For the Three

Months Ended

June 30,

2021
   
For the Three

Months Ended

June 30,

2021
   
For the Six

Months Ended

June 30,

2021
   
For the Six

Months Ended

June 30,

2020
 
Technology and development
  $410   $ 170   $1,494   $333 
Selling and marketing
   751    348    3,396    599 
General and administrative
   1,235    471    7,870    892 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total stock-based compensation expense
  $ 2,396   $989   $ 12,760   $ 1,824 
   
 
 
   
 
 
   
 
 
   
 
 
 
In February 2021, certain

On November 6, 2023, the Company entered into a Transition Agreement with its previous Chief Financial Officer (Prior CFO). Pursuant to the terms of the Company’s existing investors acquired 1,205,118 outstanding shares of common stock from employees ofTransition Agreement (including the receipt by the Company forof a purchase price greater thanrelease from the fair value of the common stock at the time of the transaction. As a result,Prior CFO), the Company recorded $8.4 million in stock-based compensation during the sixagreed to modify its Prior CFO's outstanding stock options and restricted stock units to (i) accelerate vesting for nine months ended June 30, 2021. The amount recorded as stock-based compensation represents the difference between the price paid and the estimated fair value atfrom the date of the transaction.

termination of the Prior CFOs employment with the Company (the Separation Date), and (ii) extend the exercise period of his vested nonqualified stock options from ninety days to one year following the Separation Date. To receive these benefits, the Prior CFO had to remain employed through March 31, 2024. As a result of this modification, the Company recognized additional compensation expense of $1.3 million during the three months ended March 31, 2024.

Note 13.12. Net Loss per Share

Flywire follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. Prior to the automatic conversion of all of its convertible preferred stock, and redeemable convertible preferred stock,
into
voting and non-voting common stock upon the completion of the IPO, the Company considered all series of its preferred stock and unvested common stock to be participating securities as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock or the redeemable convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses.

Basic net income (loss)loss per share attributable to common stockholders is computed by dividing the net income (loss)loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss)loss attributable to common stockholders is computed by adjusting net income (loss)loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss)loss per share attributable to common stockholders is computed by dividing the diluted net income (loss)loss attributable to common stockholders by the

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weighted-average number of common shares outstanding, including all potentially dilutive common shares, if the effect of such shares is dilutive.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since

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dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three and six months ended June 30, 2021March 31, 2024 and 2020. For the three and six months ended June 30, 2021 and 2020,2023; accordingly, basic net loss per share attributable to common stockholders was the same as diluted net loss per share attributable to common stockholders.

The rights, including the liquidation and dividend rights, of the Votingvoting and

Non-Voting
non-voting common stock are identical, except with respect to voting rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Votingvoting and
Non-Voting
non-voting common stock on both individual and combined basis.

Basic and diluted net loss per share attributable to common stockholders was calculated as follows (in thousands, except share and per share amounts):

 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(6,217

)

 

$

(3,683

)

Net loss attributable to common stockholders - basic and diluted

 

$

(6,217

)

 

$

(3,683

)

Denominator:

 

 

 

 

 

 

Weighted average common shares outstanding - basic and diluted

 

 

123,143,343

 

 

 

109,787,528

 

Net loss per share attributable to common stockholders - basic and diluted

 

$

(0.05

)

 

$

(0.03

)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2021
   
2020
   
2021
  
2020
 
Numerator:
                   
Net loss
  $(18,146)   $(15,997)   $(26,798)  $(12,297) 
Accretion of preferred stock to redemption value
   (8)    (4)    (13)   (6) 
   
 
 
   
 
 
   
 
 
  
 
 
 
Net loss attributable to common shareholders - basic and diluted
  $(18,154)   $(16,001)   $(26,811)  $(12,303) 
   
 
 
   
 
 
   
 
 
  
 
 
 
Denominator:
                   
Weighted average shares outstanding – basic and diluted
   52,496,862    18,327,639    36,886,657   17,919,721 
   
 
 
   
 
 
   
 
 
  
 
 
 
Net loss per share attributable to common stockholders – basic and diluted
  $(0.35)   $(0.87)   $(0.73)  $(0.69) 
   
 
 
   
 
 
   
 
 
  
 
 
 
For periods the Company is in a loss positions, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders.

Outstanding potentially dilutive securities, which were excluded from the diluted net loss per share calculations because they would have been antidilutive were as follows as of the dates presented:

 

 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

Unvested restricted stock units

 

 

6,809,244

 

 

 

4,690,048

 

Stock options to purchase common stock

 

 

7,366,719

 

 

 

11,534,245

 

 

 

14,175,963

 

 

 

16,224,293

 

   
June 30,
 
   
2021
   
2020
 
Warrants for the purchase of common stock
   0      264,171 
Warrants for the purchase of convertible preferred stock (as converted into common stock)
   0      381,000 
Redeemable convertible preferred stock (as converted into common stock)
   0      54,208,461 
Convertible preferred stock (as converted into common stock)
   0      11,239,920 
Unvested restricted stock awards
   375,771    981,441 
Stock options to purchase common stock (as converted to common stock)
   16,366,407    16,527,297 
   
 
 
   
 
 
 
    16,742,178    83,602,290 
   
 
 
   
 
 
 

Note 1

4
.
13. Income Taxes

The Company’s provision for income taxes during the interim periods is determined using an estimate of the Company’s annual effective tax rate, which is adjusted for certain discrete tax items during the interim period. The Company recorded an income tax expense of $0.3$1.6 million and an income tax expense of $0.3$0.4 million for the three months ended June 30, 2021March 31, 2024 and 2020,2023, respectively. The income tax expense for the three months ended June 30, 2021March 31, 2024 and 2023 was primarily attributable to activity in the Company's foreign taxes. The tax expense for the three months ended June 30, 2020 was primarily attributable to foreign taxes. The Company recorded an income tax expense of $0.5 millionsubsidiaries and $7.4 million for the six months ended June 30, 2021 and 2020, respectively. The income tax expense for the six months ended June 30, 2021 was primarily attributable to foreignU.S. state taxes. The tax benefit for the six months ended June 30, 2020 was primarily attributable to the release of the Company’s valuation allowance in connection with the acquisition of Simplee. This release was due to taxable temporary differences recorded as part of the Simplee acquisition which are a source of income to realize certain

pre-existing
federal and state deferred tax assets.
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The Company’s effective tax rate differs from the FederalU.S. federal statutory ra

t
erate primarily due to the change in valuation allowance primarily in the U.S. The Company has not recorded any amounts for unrecognized tax benefits. The Company is open to future tax examinations from 20162018 to the present; however, carryforward attributes that were generated prior to 20162018 may still be adjusted upon examination by federal, state or local tax authorities to the extent they will be used in a future period. In 2021, the U.S. Internal Revenue Service commenced a corporate income tax audit with respect to the 2018 calendar year, which is still open.

The Company’s management evaluates the realizability of the Company’s deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during the foreseeable future. As of June 30, 2021,March 31, 2024, the Company continues to maintain a full valuation allowance of the U.S. and United Kingdom net deferred tax assets.

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Note 1

5
.14. Commitments and Contingencies
Operating Leases
In March 2021, the Company entered into a lease agreement for 680 square feet of office space in Tel Aviv, Israel. The term of the lease commenced on March 15, 2021 and continues until March 25, 2023. The Company has the option to extend the lease for an additional
two-year
term at market-based rates. The base rent payments commenced in March 2021. The Company is obligated to pay its portion of building operating and tax expenses.
In May 2021, the Company executed lease extensions on previously rented office space in Cluj, Romania and Singapore. Both extensions commence on May 15, 2021. The Cluj extension continues until March 31, 2024, and the Singapore extension continues until November 14, 2021. The Company is obligated to pay its portion of building operating and tax expenses under both agreeements.
Future minimum lease payments for noncancelable operating leases as of June 30, 2021, are as follows (in thousands):
Years Ending December 31,
     
2021 (remaining six months)
  $1,582 
2022
   1,722 
2023
   1,505 
2024
   446 
2025
   18 
   
 
 
 
   $5,273 
   
 
 
 
Rent expense for the three months ended June 30, 2021 and 2020 was $0.6 million and $0.6 million respectively. Rent expense for the six months ended June 30, 2021 and 2020 was $1.1 million and $1.2 million, respectively.

Legal proceedings

The Company is subject to various legal proceedings and claims from time to time, the outcomes of which are subject to significant uncertainty. The Company records an accrual for legal contingencies when it ishas determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, and the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable, the Company will disclose the nature of the contingency, and if estimable, will provide the likely amount of such loss or range of loss.

As of June 30, 2021,March 31, 2024, the Company was not subjecta party to any pending legal matterslitigation the outcome of which, the Company believes, if determined adversely to it, would individually or claims that couldin the aggregate, have a material adverse effect on its financial position, results of operations, or cash flows.

In the course of implementing geolocation data-based sanctions screening measures, the Company identified certain payments which, based on geolocation data, appear to have been initiated from Cuba, Iran, or Syria, in potential violation of applicable sanctions regimes. Although Flywire continues to evaluate whether these or other transactions constitute potential violations of OFAC sanctions (including whether certain of these payments may have been authorized by general licenses or license exemptions under the relevant sanctions regulations), in August 2023, Flywire made a voluntary submission to OFAC to report the potential violations, and in April 2024 filed a supplemental submission with OFAC. Based upon the results of the internal investigation completed to date, the Company does not believe that the amount of any loss incurred as a result of this matter would be material to its business, financial condition, results of operations or cash flows.

Indemnification

In the ordinary course of business, the Company agrees to indemnify certain partners and clients against third partythird-party claims asserting infringement of certain intellectual property rights, data protection,privacy breaches, damages caused to property or persons, or other liabilities relating to or arising from the Company’s payment platform or other contractual obligations. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers 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 or officers. To date, the Company has not incurred any material costs as a result of such

indemnifications. The Company is not currently aware of any pending indemnification matters or claims, individually or in the aggregate, that are expected to have a material adverse effect on its financial position, results of operations, or cash flows and
has
had not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2021 
or
as offor the periods ended March 31, 2024 and December 31, 2020.2023.

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Note 1
6
. Subsequent Events
Debt
On July 29, 2021, the Company entered into a three-year senior secured revolving credit syndication loan with three banks for a total commitment

Item 2. Management’s Discussion and Analysis of $50.0 million. The revolving credit syndication loan is guaranteed by Flywire’s material domestic subsidiaries. OneFinancial Condition and Results of the lenders in the syndicate is the existing debt holder under the LSA entered into in 2018

a
n
d
 amended in 2020. The proceeds of the revolving credit loan were used to early prepay the Company’s $25.0 million term loan. In connection with the transaction, the Company incurred $0.4 million in prepayment costs.
The secured revolving credit loan will consist of Alternate Base Rate (ABR) loans or Eurodollar Borrowings, at the Company’s option. ABR loans will bear interest at the ABR plus the applicable rate. Eurodollar Borrowings will bear interest at the Adjusted LIBO Rate plus the applicable rate. The ABR rate is based on the greatest of (a) the Prime Rate (b) the Federal Funds Effective Rate plus 
1
⁄
2
of 1% and (c) the Adjusted LIBO Rate for a
one-month
Interest Period plus 1%. The adjusted LIBO rate is based on (a) the LIBO Rate multiplied by (b) the Statutory Reserve Rate.​​​​​​​ The applicable rate is based upon the Company’s liquidity as of the most recent consolidated financial information and ranges from 
0.75
% to 
2.25%.
The
credit agreement
contains customary affirmative and negative covenants and restrictions typical for a financing of this type that, among other things, require the Company to satisfy certain financial covenants and restrict the Company’s ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets and merge or consolidate.
Non-compliance
with one or more of the covenants and restrictions could result in the full or partial principal balance of the
credit agreement
becoming immediately due and payable and termination of the commitments.
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Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form

10-Q
and our final prospectus, filed with the Securities and Exchange Commission, or the SEC, on May 26, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended. 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form
10-Q
including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year end is December 31, and our fiscal quarters end on March 31, June 30, September 30, and December 31.

Overview

Flywire is a leading global payments enablement and software company. Our

next-gen
payments platform, proprietary global payment network and vertical-specific software help our clients get paid and help their customers pay with ease—no matter where they are in the world. Our clients rely on us for integrated solutions that are both global and local, and combine tailored invoicing, flexible payment options, and highly personalized omni-channel experiences. We believe we make generational advances for our clients by transforming payments into a source of value and growth for their organizations while delighting their customers with payment experiences that are engaging, secure, fast, and transparent.

Our

Flywire Advantage
is derived from three core elements: (i) our
next-gen
payments platform; (ii) our proprietary global payment network; and (iii) our vertical-specific software backed by our deep industry expertise. With our
Flywire Advantage
, we aim to power the transformation of our clients’ accounts receivable functions by automating paper and check-based business processes in addition to creating interactive, digital payment experiences for their customers. As a result, clients who implement our payments and software solutions can see increased digital payments and improved accounts receivable, higher enrollment in payment plans, and a reduction in customer support inquiries. We help our clients turn their accounts receivable functions into strategic, value-enhancing areas of their organizations.

We reach clients through various channels, with our direct channel being our primary

go-to-market
strategy. Our industry-experienced sales and relationship management teams bring expertise and local reach, and our solution combines high-tech and high-touch functions backed by 24x7 multilingual customer support, resulting in high client and customer satisfaction. In addition, the value of our
Flywire Advantage
has been recognized, with global financial institutions and technology providers choosing to form channel partnerships with us. These partnerships promote organic referral and lead generation opportunities and enhance our indirect sales strategy.

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img47545834_0.jpg 

The combination of our differentiated solution and efficient

go-to-market
strategy has resulted in strong and consistent client growth.

•
Rapid domestic and international payments volume growth
.
We have grown our Total Payment Volumetotal payment volume by approximately 75.7%23% period-over-period from approximately $2.7 billion during the six months ended June 30, 2020 to $4.8 billion during the six months ended June 30, 2021.
We have grown our Total Payment Volume by approximately 84.7% period-over-period from $1.0$5.7 billion during the three months ended June 30, 2020March 31, 2023 to $1.9$7.0 billion during the three months ended June 30, 2021.March 31, 2024.
•
Expanded global payments network
.
Each year weWe have addedcontinued to add to the capabilities of our payment network by means of new local bank accounts and payment partners, and have expanded our global reach to 243over 240 countries and territories and 143more than 140 currencies.
•
Enjoyable and personalized user experience
.
Our NPSnet promoter score of 6462 in fiscal year 20202022 demonstrates a strong affinity among our clients for our platform.
•
Strong dollar-based net retention
.
In 2018 and 2019,For the year ended December 31, 2023, our annual net dollar-based retention rate was approximately 126% and 128%, respectively. In 2020, despite the impact of the
COVID-19
pandemic on our clients and the industries we serve, we had annual dollar-based net retention rate of 100%, added over 400 new clients, and maintained strong client retention of approximately 97%125%. We calculate the annual net dollar-based retention rate for a given year based on the weighted average of the quarterly net dollar-based retention rates for each quarter in that year. We calculate the quarterly net dollar-based retention rate for a given quarter by dividing the revenue we earned in that quarter by the revenue we earned from the same clients in the corresponding quarter of the previous year. Our calculation of quarterly net dollar-based revenue rate for a given quarter only includes revenue from clients that were clients at the beginning of the corresponding quarter of the previous year.

As of June 30, 2021,March 31, 2024, we serve over 2,4004,000 clients around the world. In education, we serve more than 2,000 institutions and 1.8 million students globally as of June 30, 2021.2,850 institutions. In healthcare, we power more than 8090 healthcare systems, including four of the top 10 healthcare systems in the United States ranked by hospital size as of December 31, 2020.2023. In the industries we have more recently begun to address,our newer payment verticals of travel and business to businessB2B payments, we have a growing portfolio of more than 3001,000 clients as of June 30, 2021.

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March 31, 2024.

Our success in building our client base around the world and expanding utilization by our clients’ customers has allowed us to achieve significant scale. We enabled more than $7.5over $24.0 billion and approximately $7.0 billion in TPVtotal payment

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volume during the year ended December 31, 20202023 and $4.8 billion in TPV during the sixthree months ended June 30, 2021.March 31, 2024, respectively. We generated revenue of $131.8$403.1 million and $94.9$289.4 million for the years ended December 31, 20202023 and 2019,2022, respectively, and incurred net losses of $11.1$8.6 million and $20.1$39.3 million, respectively, for thosethe same years. We generated revenue of $82.0$114.1 million and $56.5$94.4 million for the sixthree months ended June 30, 2021March 31, 2024 and 2020,2023, respectively, and incurred net loss of $26.8$6.2 million and $12.3$3.7 million, respectively, for the same

six-month
periods.

We believe that the growth of our business and our operating results will be dependent upon many factors, including our ability to add new clients, expand the usage of our solutions by our existing clients and their customers, integrate the businesses and technology platforms that we acquire and increase the breadth and depth of our payments and software capabilities by adding new solutions. While these areas present significant opportunities for us, they also pose challenges and risks that we must successfully address in order to sustain the growth of our business and improve our operating results.

While we have experienced significant growth and increased demand for our solutions over recent periods, we expect tomay continue to incur losses in the short term and may not be able to achieve or maintain profitability in the future. Our marketing is focused on generating leads to develop our sales pipeline, building our brand and market awareness, scaling our network of partners and growing our business from our existing client base. We believe that these efforts will result in an increase in our client base, revenues, and improved margins in the long term. To manage any future growth effectively, we must continue to improve and expand our information technology (IT) and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital, and processes in an efficient manner. Additionally, we face intense competition in our market,markets, and to succeed, we need to innovate and offer solutions that are differentiated from legacy payment solutions. We must also effectively hire, retain, train, and motivate qualified personnel and senior management. There are also circumstances beyond our control which can materially impact our business that we need to respond to, including, but not limited to fluctuations in exchange rates. If we are unable to successfully address these challenges, our business, operating results, and prospects could be adversely affected.

We had approximately 1,235 full-time FlyMates as of March 31, 2024, compared to approximately 1,045 full-time FlyMates as of March 31, 2023, an increase of 18.2%.

2023 Follow-On Public Offering

On August 9, 2023, we entered into an Underwriting Agreement with Goldman Sachs & Co. LLC, as the Representative of the several Underwriters, in connection with the offer and sale of 8,000,000 shares of voting common stock, at a price to the public of $32.00 per share (the Primary Offering). In addition, pursuant to the terms of the Underwriting Agreement, we granted the underwriters an option to purchase up to 1,200,000 additional shares of common stock (the Option).

The Primary Offering closed on August 14, 2023 and on September 12, 2023, the Underwriters exercised the Option in part and purchased an additional 500,000 shares of voting common stock at a price to the public of $32.00 per share (the Public Offering). We received $260.1 million in net proceeds from the Public Offering, after deducting underwriting discounts and commissions of $10.9 million and other offering costs of $1.1 million.

Recent Acquisition

In November 2023, we acquired all of the issued and outstanding shares of StudyLink for an estimated total aggregate purchase price of approximately $35.5 million, consisting of approximately $32.8 million in cash consideration, net of cash acquired and up to approximately $2.7 million in contingent consideration. The contingent consideration represents additional payments that we may be required to make in the future dependent on the successful achievement of revenue, volume, cross-selling and engineering implementation milestones, a portion of which can be paid in the form of cash or shares of common stock, at our option, and is subject to exchange rate fluctuation adjustment between the U.S. Dollar and Australian Dollar. 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, approximately 84,000 shares of common stock, have been excluded from the purchase consideration. During the three months ended March 31, 2024, we expensed $0.3 million in stock based compensation associated with retention of the key employee. StudyLink is 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 our growth in the Australian higher education market and enhance our value proposition to payers, universities and agents in the higher education ecosystem. StudyLink contributed $2.1 million in platform revenue during the three months ended March 31, 2024.

24

Table of Contents

Our Revenue Model

We derivegenerate revenue from transactions and from platform and usage-based fees.

other fees as described below.

Transaction revenue

is includes (i) fees earned from payment processing services provided to our clients. The fee is generally earned on each transaction consists ofthrough a rate applied to the total payment value of the transaction, which can vary based on the payment method, currency pair conversionpairs being converted and the geographic region in which our clientclients and the clients’ customer resides. Wetheir customers reside. Payment processing services also earn revenue frominclude fixed fees per transaction, which generally relate to domestic payments processed. It also includes (ii) marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments, which we consider to be ancillary to the payment processing solutions we provide to our clients.

Platform and usage-based fee revenue

includesother revenues primarily include (i) fees earned for the utilization of our payment platformplatforms to optimize cash collections and student application processing, which include revenue earned from software subscription fees and usage-based fees, (ii) fees collected onfor the establishment of payment plans established by our clients on our payment platform, (iii) subscription fees and (iv) fees related to printing, mailing, and mailingother services which we consider to be ancillary to the solutions we provide to our clients.
Initial Public Offering
On May 28, 2021, we completed our initial public offering, or IPO,clients, (iv) commissions from insurance providers when an end-user purchases an insurance policy, and (v) revenue from interest earned on funds held for customers in which we issued and sold 12,006,000 shares of common stock at a public offering price of $24.00 per share, which included 1,566,000 shares of common stock issued pursuant to the exercise in full of the over-allotment option by the underwriters. We received $263.8 million in net proceeds from the IPO, after deducting underwriting discounts and commissions of $19.4 millioninterest-bearing accounts. Platform and other offering costs of $4.9 million.
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revenues has been referred to as platform and usage-based fee revenue in prior filings.

Key Operating Metrics and

Non-GAAP
Financial Measures

To supplement our condensed consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP financial measures. The following table sets forth our key operating metrics

and non-GAAP measures
for the periods presented:
   
Three Months Ended

June 30,
  
Six Months Ended

June 30,
 
In Millions (Except Gross Margin and Adjusted Gross Margin)
  
2021
  
2020
  
2021
  
2020
 
Total Payment Volume
  $1,923.8  $1,041.6  $4,786.5  $2,724.9 
Revenue
  $37.0  $23.8  $82.0  $56.5 
Revenue Less Ancillary Services
  $33.0  $18.6  $73.2  $48.0 
Gross Margin
   60.8%   49.2%   61.1%   56.3% 
Adjusted Gross Margin
   68.2%   62.9%   68.4%   66.3% 
Net Loss
  $(18.1)  $(16.0)  $(26.8)  $(12.3) 
Adjusted EBITDA
  $0.0  $(7.0)  $7.0  $(6.1) 
presented. All dollar amounts are rounded to the nearest million. As a result, certain amounts may not recalculate using the rounded amounts provided.

 

Three Months Ended March 31,

 

(dollars in millions)

 

2024

 

 

2023

 

Total Payment Volume

 

$

6,952.9

 

 

$

5,667.9

 

Revenue

 

$

114.1

 

 

$

94.4

 

Revenue Less Ancillary Services

 

$

110.2

 

 

$

89.1

 

Gross Profit

 

$

70.4

 

 

$

58.3

 

Adjusted Gross Profit

 

$

71.9

 

 

$

59.9

 

Gross Margin

 

 

61.7

%

 

 

61.8

%

Adjusted Gross Margin

 

 

65.2

%

 

 

67.2

%

Net Loss

 

$

(6.2

)

 

$

(3.7

)

Adjusted EBITDA

 

$

13.2

 

 

$

7.0

 

For the sixthree months ended June 30, 2021,March 31, 2024, transaction revenue and platform and usage-based fee revenueother revenues represented 69.2%83.4% and 30.8% of our revenue, respectively. For the six months ended June 30, 2020, transaction revenue and platform and usage-based fee revenue represented 64.6% and 35.4% of our revenue less ancillary services, respectively.

For the three months ended June 30, 2021, transaction revenue and platform and usage-based fee revenue represented 65.6% and 34.4%16.6% of our revenue, respectively. For the three months ended June 30, 2021,March 31, 2024, transaction revenue and platform and usage-based fee revenueother revenues represented 47.3%86.1% and 52.7%13.9% of our total revenue less ancillary services, respectively.

For sixthe three months ended June 30, 2021,March 31, 2023, transaction revenue and platform and other revenues represented 80.8% and 19.2% of our revenue, respectively. For the three months ended March 31, 2023, transaction revenue and platform and other revenues represented 85.2% and 14.8% of our total revenue less ancillary services, respectively.

For the three months ended March 31, 2024, our total payment volume was approximately $4.8$7.0 billion, consisting of $2.9$5.0 billion of total payment volume from transactions included in transaction revenue, and $2.0 billion of total payment volume from transactions included in platform and other revenues.

For the three months ended March 31, 2023, our total payment volume was approximately $5.7 billion, consisting of $3.8 billion of total payment volume from transactions included in transaction revenue, and $1.9 billion of total payment volume from transactions included in platform and usage-based fee revenue. For the six months ended June 30, 2020, our total payment volume was approximately $2.7 billion, consisting of $1.7 billion of total payment volume from transactions included in transaction revenue and $1.0 billion of total payment volume from transactions included in platform and usage-based fee revenue.

For the three months ended June 30, 2021, our total payment volume was approximately $1.9 billion, consisting of $1.2 billion of total payment volume from transactions included in transaction revenue, and $0.7 billion of total payment volume from transactions included in platform and usage-based fee revenue. For the three months ended June 30, 2020, our total payment volume was approximately $1.0 billion, consisting of $0.5 billion of total payment volume from transactions included in transaction revenue, and $0.5 billion of total payment volume from transactions included in platform and usage-based fee revenue.
other revenues.

Total Payment Volume

To grow revenue from clients we must facilitate the use of our payment platform by our clients to process the amounts paid to them by their customers. The more our clients use our platform and rely upon our features to automate their payments, the more payment volume is processed on our solution. This metric provides an important indication of the value of the transactions that our clients’ customers are completing on our payment platform and is an indicator of our

25

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ability to generate revenue from our clients. We define total payment volume as the total amount paid to our clients on our payments platformplatforms in a given period.

Revenue Less Ancillary Services, Revenue Less Ancillary Services at Constant Currency, Adjusted Gross Profit, Adjusted Gross Margin, andEBITDA, Adjusted EBITDA

and Non-GAAP Operating Expenses

We use

non-GAAP
financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these
non-GAAP
financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the
non-GAAP
financial measures presented here. Our
non-GAAP
financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate
non-GAAP
financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
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Table of Contents

We use supplemental measures of our performance which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP.

These non-GAAP financial
measures include the following:

•
Revenue Less Ancillary Services
- Revenue Less Ancillary Services represents our consolidated revenue in accordance with GAAP after excludingless (i) pass-through cost for printing and mailing services and (ii) marketing fees. We exclude these amounts to arrive at this supplemental
non-GAAP
financial measure as we view these services as ancillary to the primary services we provide to our clients.
•
Adjusted Gross Margin
. Adjusted gross margin represents adjusted gross profit divided by Revenue Less Ancillary Services. Services at Constant Currency - Revenue Less Ancillary Services at Constant Currency represents Revenue Less Ancillary Services adjusted to show presentation on a constant currency basis. The constant currency information presented is calculated by translating current period results using prior period weighted average foreign currency exchange rates. We analyze Revenue Less Ancillary Services on a constant currency basis to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.
•
Adjusted gross profitGross Profit - Adjusted Gross Profit represents Revenue Less Ancillary Services, less cost of revenue adjusted to (i) exclude pass-through cost for printing services, and (ii) offset marketing fees against costs incurred.incurred and (iii) exclude depreciation and amortization, including accelerated amortization on the impairment of customer set-up costs tied to technology integration, if applicable. Management believes this presentation supplements the GAAP presentation of gross profit with a useful measure of the gross profit of our payment-related services, which are the primary services we provide to our clients.
•
Adjusted Gross Margin - Adjusted Gross Margin represents Adjusted Gross Profit divided by Revenue Less Ancillary Services. Management believes this presentation supplements the GAAP presentation of gross margin with a useful measure of the gross margin of our payment-related services, which are the primary services we provide to our clients.
•
EBITDA - EBITDA represents our consolidated net loss in accordance with GAAP adjusted to include (i) interest expense, (ii) interest income, (iii) provision for income taxes and (iv) depreciation and amortization.
•
Adjusted EBITDA
.
- Adjusted EBITDA
represents EBITDA further adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) the impact from the change in fair value measurement for contingent consideration associated with acquisitions, (iii) the impactgain (loss) from the change in fair value measurementremeasurement of our preferred stock warrants,foreign currency, (iv) other income (expense), net,indirect taxes related to intercompany activity, (v) acquisition related transaction costs, if applicable and (vi) employee retention costs, such as incentive compensation, associated with acquisition activities. Management believes that the exclusion of these amounts to calculate Adjusted EBITDA provides useful measures for
period-to-period
comparisons of our business.
•
Non-GAAP Operating Expenses - Non-GAAP Operating Expenses represents GAAP Operating Expenses adjusted by excluding (i) stock-based compensation expense and related payroll taxes, (ii) depreciation and amortization, (iii) acquisition related transaction costs, if applicable, (iv) employee retention costs, such as

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incentive compensation, associated with acquisition activities and (v) the impact from the change in fair value measurement for contingent consideration associated with acquisitions.

These

non-GAAP financial
measures are not meant to be considered as indicators of performance in isolation from or as a substitute for revenue, gross margin or net loss prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, andRevenue Less Ancillary Services at Constant Currency, EBITDA, Adjusted EBITDA and Non-GAAP Operating Expenses to the most directly comparable GAAP financial measure are presented below. We encourage you to review these reconciliations in conjunction with the presentation of
the non-GAAP financial
measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.

Reconciliations of

Non-GAAP
Financial Measures

The tables below provide reconciliations of Revenue Less Ancillary Services, Adjusted Gross Profit, Adjusted Gross Margin, andRevenue Less Ancillary Services at Constant Currency, EBITDA, Adjusted EBITDA and Non-GAAP Operating Expenses to the most comparable GAAP figure on a consolidated basis for the periods presented.

All dollar amounts are rounded to the nearest million. As a result, certain amounts may not recalculate using the rounded amounts provided.

Revenue Less Ancillary Services, Adjusted Gross Profit and Adjusted Gross Margin:

 

Three Months Ended March 31,

 

(dollars in millions)

 

2024

 

 

2023

 

Revenue

 

$

114.1

 

 

$

94.4

 

Adjusted to exclude gross up for:

 

 

 

 

 

 

Pass-through cost for printing and mailing

 

 

(3.6

)

 

 

(4.9

)

Marketing fees

 

 

(0.3

)

 

 

(0.4

)

Revenue Less Ancillary Services

 

$

110.2

 

 

$

89.1

 

Payment processing services costs

 

 

41.7

 

 

 

33.9

 

Hosting and amortization costs within technology and
   development expenses

 

 

2.0

 

 

 

2.2

 

Cost of Revenue

 

$

43.7

 

 

$

36.1

 

Adjusted to:

 

 

 

 

 

 

Exclude printing and mailing costs

 

 

(3.6

)

 

 

(4.9

)

Offset marketing fees against related costs

 

 

(0.3

)

 

 

(0.4

)

Exclude depreciation and amortization

 

 

(1.5

)

 

 

(1.6

)

Adjusted Cost of Revenue

 

$

38.3

 

 

$

29.2

 

Gross Profit

 

$

70.4

 

 

$

58.3

 

Gross Margin

 

 

61.7

%

 

 

61.8

%

Adjusted Gross Profit

 

$

71.9

 

 

$

59.9

 

Adjusted Gross Margin

 

 

65.2

%

 

 

67.2

%

(dollars in millions)

 

Transaction

 

 

Platform and
Other Revenues

 

 

Three Months Ended
March 31,
2024

 

Revenue

 

$

95.2

 

 

$

18.9

 

 

$

114.1

 

Adjusted to exclude gross up for:

 

 

 

 

 

 

 

 

 

Pass-through cost for printing and mailing

 

 

—

 

 

 

(3.6

)

 

 

(3.6

)

Marketing fees

 

 

(0.3

)

 

 

—

 

 

 

(0.3

)

Revenue Less Ancillary Services

 

$

94.9

 

 

$

15.3

 

 

$

110.2

 

Percentage of Revenue

 

 

83.4

%

 

 

16.6

%

 

 

100.0

%

Percentage of Revenue Less Ancillary Services

 

 

86.1

%

 

 

13.9

%

 

 

100.0

%

   
Three Months Ended

June 30,
  
Six Months Ended

June 30,
 
(In Millions, Except for Gross Margin and Adjusted Gross Margin)
  
2021
  
2020
  
2021
  
2020
 
Revenue
  $37.0  $23.8  $82.0  $56.5 
Adjusted to exclude gross up for:
                 
Pass-through cost for printing and mailing
   (3.9)   (5.2)   (8.4)   (8.1) 
Marketing fees
   (0.1)   —     (0.4)   (0.4) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Revenue Less Ancillary Services
  $33.0  $18.6   73.2  $48.0 
   
 
 
  
 
 
  
 
 
  
 
 
 
Payment processing services costs
   13.1   10.9   29.2   22.5 
Hosting and amortization costs within technology and development expenses
   1.4   1.2   2.7   2.2 
Adjusted to:
                 
Exclude printing and mailing costs
   (3.9)   (5.2)   (8.4)   (8.1) 
Offset marketing fees against related costs
   (0.1)   —     (0.4)   (0.4) 
   
 
 
  
 
 
  
 
 
  
 
 
 
Costs of revenue less ancillary services
  $10.5  $6.9  $23.1  $16.2 
Gross Profit
  $22.5  $11.7  $50.1  $31.8 
Gross Margin
   60.8%   49.2%   61.1%   56.3% 
   
 
 
  
 
 
  
 
 
  
 
 
 
Adjusted Gross Profit
  $22.5  $11.7  $50.1  $31.8 
Adjusted Gross Margin
   68.2%   62.9%   68.4%   66.3% 
   
 
 
  
 
 
  
 
 
  
 
 
 
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Three Months Ended

June 30, 2021
  
Three Months Ended

June 30, 2020
 
(In Millions)
  
Transaction
  
Platform

and

Usage-
Based

Fee
  
Revenue
  
Transaction
  
Platform

and

Usage-
Based

Fee
  
Revenue
 
Revenue
  $24.3  $12.7  $37.0  $11.2  $12.6  $23.8 
Adjusted to exclude gross up for:
                         
Pass-through cost for printing and mailing
   —     (3.9)   (3.9)   —     (5.2)   (5.2) 
Marketing fees
   (0.1)   —     (0.1)   —     —     —   
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Revenue Less Ancillary Services
  $24.2  $8.8  $33.0  $11.2  $7.4  $18.6 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Percentage of Revenue
   65.6%   34.4%   100%   47.2%   52.8%   100% 
Percentage of Revenue less Ancillary Services
   73.3%   26.7%   100%   60.2%   39.8%   100% 
   
   
Six Months Ended

June 30, 2021
  
Six Months Ended

June 30, 2020
 
(In Millions)
  
Transaction
  
Platform

and

Usage-
Based

Fee
  
Revenue
  
Transaction
  
Platform

and

Usage-
Based

Fee
  
Revenue
 
Revenue
  $56.7  $25.3  $82.0  $36.5  $20.0  $56.5 
Adjusted to exclude gross up for:
                         
Pass-through cost for printing and mailing
   —     (8.4)   (8.4)   —     (8.1)   (8.1) 
Marketing fees
   (0.4)   —     (0.4)   (0.4)   —     (0.4) 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Revenue Less Ancillary Services
  $56.3  $16.9  $73.2  $36.1  $11.9  $48.0 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Percentage of Revenue
   69.2%   30.8%   100%   64.5%   35.5%   100% 
Percentage of Revenue less Ancillary Services
   76.9%   23.1%   100%   75.2%   24.8%   100% 

(dollars in millions)

 

Transaction

 

 

Platform and
Other Revenues

 

 

Three Months Ended
March 31,
2023

 

Revenue

 

$

76.3

 

 

$

18.1

 

 

$

94.4

 

Adjusted to exclude gross up for:

 

 

 

 

 

 

 

 

 

Pass-through cost for printing and mailing

 

 

—

 

 

 

(4.9

)

 

 

(4.9

)

Marketing fees

 

 

(0.4

)

 

 

—

 

 

 

(0.4

)

Revenue Less Ancillary Services

 

$

75.9

 

 

$

13.2

 

 

$

89.1

 

Percentage of Revenue

 

 

80.8

%

 

 

19.2

%

 

 

100.0

%

Percentage of Revenue Less Ancillary Services

 

 

85.2

%

 

 

14.8

%

 

 

100.0

%

Revenue Less Ancillary Services at Constant Currency:

 

Three Months Ended March 31,

 

 

Growth Rate

 

(dollars in millions)

 

2024

 

 

2023

 

 

 

 

Revenue

 

$

114.1

 

 

$

94.4

 

 

 

20.9

%

Ancillary services

 

 

(3.9

)

 

 

(5.3

)

 

 

 

Revenue Less Ancillary Services

 

 

110.2

 

 

 

89.1

 

 

 

23.7

%

Effects of foreign currency rate fluctuations

 

$

(0.2

)

 

 

—

 

 

 

 

Revenue Less Ancillary Services at constant currency

 

$

110.0

 

 

$

89.1

 

 

 

23.5

%

EBITDA and Adjusted EBITDA:

 

Three Months Ended March 31,

 

(in millions)

 

2024

 

 

2023

 

Net loss

 

$

(6.2

)

 

$

(3.7

)

Interest expense

 

 

0.1

 

 

 

0.1

 

Interest income

 

 

(5.9

)

 

 

(1.9

)

Provision for income taxes

 

 

1.6

 

 

 

0.4

 

Depreciation and amortization

 

 

4.5

 

 

 

3.8

 

EBITDA

 

 

(5.9

)

 

 

(1.3

)

Stock-based compensation expense and related taxes

 

 

15.1

 

 

 

9.0

 

Change in fair value of contingent consideration

 

 

(0.5

)

 

 

0.4

 

Loss (gain) from remeasurement of foreign currency

 

 

4.4

 

 

 

(1.5

)

Indirect taxes related to intercompany activity

 

 

0.1

 

 

 

0.1

 

Acquisition related employee retention costs (1)

 

 

—

 

 

 

0.3

 

Adjusted EBITDA

 

$

13.2

 

 

$

7.0

 

(1)
Acquisition related employee retention costs consisted of costs incurred to retain and compensate WPM’s employees in connection with integration of the business.
   
Three Months

Ended

June 30,
   
Six Months

Ended

June 30,
 
(In Millions)
  
2021
   
2020
   
2021
  
2020
 
Net loss
  $(18.1)   $(16.0)   $(26.8)  $(12.3) 
Interest expense
   0.7    0.7    1.3   1.3 
Provision for (benefit from) income taxes
   0.3    0.3    0.5   (7.4) 
Depreciation and amortization
   2.2    1.7    4.3   3.2 
   
 
 
   
 
 
   
 
 
  
 
 
 
EBITDA
   (14.9)    (13.3)    (20.7)   (15.2) 
Stock-based compensation expense
   2.4    1.0    12.8   1.8 
Change in fair value of contingent consideration
   1.6    4.0    1.6   3.7 
Change in fair value of preferred stock warrant liability
   9.8    —      10.8   0.3 
Other (income) expense, net
(1)
   (0.1)    (0.1)    0.3   (0.1) 
Acquisition related transaction costs
(2)
   —      —      —     1.3 
Acquisition related employee retention costs
(3)
   1.1    1.4    2.1   2.1 
   
 
 
   
 
 
   
 
 
  
 
 
 
Adjusted EBITDA
  $(0.1)   $(7.0)   $6.9  $(6.1) 
   
 
 
   
 
 
   
 
 
  
 
 
 
(1)
For the three months ended June 30, 2021 and 2020, other (income) expense consisted ($0.1) million and ($0.1) million due to losses from remeasurement of foreign currency transactions into their functional currency, respectively. For the six months ended June 30, 2021 and 2020, other (income) expense consisted of gains (losses) from the remeasurement of foreign currency transactions into their functional currency of $0.3 million and ($0.1) million, respectively.
(2)
Acquisition related costs consisted of legal and advisory fees incurred in connection with the Simplee acquisition.
(3)
Acquisition related employee retention costs consisted of costs incurred to retain and compensate Simplee’s employees in connection with integration of the business.
33

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Reconciliation of GAAP Operating Expenses to Non-GAAP Operating Expenses:

 

Three Months Ended March 31,

 

(in millions)

 

2024

 

 

2023

 

GAAP Technology and development

 

$

16.7

 

 

$

14.5

 

(-) Stock-based compensation expense and related taxes

 

 

(2.6

)

 

 

(1.6

)

(-) Depreciation and amortization

 

 

(1.9

)

 

 

(1.7

)

(-) Acquisition related employee retention costs

 

 

—

 

 

 

(0.1

)

Non-GAAP Technology and development

 

$

12.2

 

 

$

11.1

 

 

 

 

 

 

 

 

GAAP Selling and marketing

 

$

30.1

 

 

$

24.4

 

(-) Stock-based compensation expense and related taxes

 

 

(4.1

)

 

 

(2.6

)

(-) Depreciation and amortization

 

 

(1.9

)

 

 

(1.3

)

(-) Acquisition related employee retention costs

 

 

—

 

 

 

(0.2

)

Non-GAAP Selling and marketing

 

$

24.1

 

 

$

20.3

 

 

 

 

 

 

 

 

GAAP General and administrative

 

$

31.6

 

 

$

28.1

 

(-) Stock-based compensation expense and related taxes

 

 

(8.4

)

 

 

(4.8

)

(-) Depreciation and amortization

 

 

(0.7

)

 

 

(0.7

)

(-) Change in fair value of contingent consideration

 

 

0.5

 

 

 

(0.4

)

Non-GAAP General and administrative

 

$

23.0

 

 

$

22.2

 

Key Factors Affecting Our Performance

Increased Utilization by Our Clients and Their Customers

Our ability to monetize our payments platform and global payment network is an important part of our business model. Today, we charge a fee based on the total payment volume we process on behalf of our clients. Our revenue and payment volume increases as our clients process more transactions on our payment platform and more money is collected through our global payment network. Increased average size of the payments processed on our payment platform also increases our revenue. Our ability to influence clients to process more transactions on our platform will have a direct impact on our revenue.

In addition, sustaining our growth requires continued adoption of our platform by new clients and further adoption of use cases such as payment plans, by our clients’ customers. Our ability to influence our clients to expand their customers’ usage of our platform also depends on our ability to successfully introduce new solutions, such as our solutions to support payments by international education consultants and our B2B solutions.

Mix of Business on Our Platform

Our revenue is affected by several factors, including the amount of payment volume processed by us on behalf of our clients, the industry in which our clients operate, the currency in which payments are made and received, the method of payment and the number of payment plans initiated by our clients’ customers. For example, we recognize more transaction revenue as our clients engage in cross border payment flows which may increase or decrease depending on the industry in which our clients operate. We may experience shifts in the type of revenue we earn (transaction revenue or platform and usage-based fee revenue)other revenues) depending on the nature of the activity of our clients and our clients’ customers on our platform.

Investment in Technology and Development and Sales and Marketing

We make significant investments in both new solutions and existing solution enhancement. New solution features and functionality are brought to market through a variety of distribution and promotional activities. We willplan to continue to adopt emerging technologies, expand our library of software integrations and invest in the development of more features. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Additionally, we willplan to continue to expand efforts to market our payment platform and global payment network directly to our clients through comprehensive marketing initiatives. We are focused on the effectiveness of sales and marketing spending and will continue to be strategic in maintaining efficient client acquisition in the next quarters, including adjusting spending levels as needed in response to changes in the economic environment.

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Table of Contents

Seasonality

Our operating results and operating metrics are subject to seasonality and volatility, which could result in fluctuations in our quarterly revenues and operating results or in perceptions of our business prospects. We have experienced in the past, and expect to continue to experience, seasonal fluctuations in our revenue, which can vary by geographic corridor. For instance, our revenue has historically been strongest in our first and third quarters and weakest in our second quarter. Some variability results from seasonal events including the timing of when our education clients’ customers make their tuition payments on our payment platform and the number of business days in a month or quarter. We also experience volatility in certain other metrics, such as transactions processed, and total payment volume.

volume and payment mix.

Economic Conditions and Resulting Consumer Spending Trends

Changes in macro-level consumer spending for education, healthcare and travel trends, including as a result of

COVID-19,
inflation or fluctuations in foreign exchange rates could affect the amounts of volumes processed on our platform, thus resulting in fluctuations to our revenue streams.

Impact of the

COVID-19
Pandemic
The unprecedented and rapid spread of
COVID-19
as well as the
shelter-in-place
orders, promotion of social distancing measures, restrictions to businesses deemed
non-essential,
and travel restrictions implemented throughout the United States and globally have significantly impacted the verticals in which we have been predominantly focused over the last decade, including payment volumes, sales cycles and time to implementation in those verticals. However, we have not experienced any significant client attrition and our net dollar-based retention rate remained strong. In 2018 and 2019, our net dollar-based retention rate was 126% and 128%, respectively. In 2020, despite the impact of the
COVID-19
pandemic on our clients and the industries we serve, we had annual dollar-based net retention rate of 100%, added over 400 new clients, and maintained strong client retention of approximately 97%. During the six months ended June 30, 2021, we have added an additional 400 clients and have increased hiring plans to focus on growth and continuity. As variants of
COVID-19
emerge we will continue to evaluate the nature and extent of these potential impacts to our business, consolidated financial statements, and liquidity.
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Table of Contents
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. The CARES ActInflation

Inflation did not have a material impacteffect on our consolidated financial statements for the year ended December 31, 2020 orcash flows and results of operations during the three or six months ended June 30, 2021. We continue to monitor any effects that may result from the CARES Act or other government relief programs that are made available.

March 31, 2024.

Diversified Mix of Clients

Following the onset

We have a wide range of the

COVID-19
pandemic, payment volumesclients across our education, healthcare, travel and B2B verticals. Volumes and revenue from clients in education, clients relyingour largest vertical, rely on international enrollments declined significantly, but we saw significant strength in revenue from healthcare clients, particularly as
out-of-pocket
costs for our clients’ customers continued to remain high. Thereand student school preferences, which can be no assurance that such trends or that the levels of revenue that we generate from our healthcare clients will continue.
fluctuate over time.

Dynamic Changes to Client Communication and Product Solutions

In response to the macroeconomic impact of the
COVID-19
pandemic, we

We initiated a series of refinements to our technology and personalization engine to optimize our clients’ ability to offer payment plans and communicate effectively and digitally with their customers. For example, we developed streamlined versions of our solution that allowed healthcare clients to rapidly deploy secure payment capabilities in support of newly emergent telehealth services that were deployed in the early phases of the

COVID-19
to enable remote healthcare services. Similarly, we configured some of our education payment plan solutions for a very streamlined implementation in support of our clients’ requests for affordability solutions for their students that could be deployed with minimal IT involvement. While we continue to invest in our technology and product capabilities, our ability to continue providing streamlined and effective products through our technology platform may impact our ability to retain and win new clients in the future. We believe that our ability to help increase payment affordability has become more critical to our clients during the
COVID-19
pandemic as the lack of affordability drives the need for more financial flexibility.

Business Continuity

In response to

COVID-19
developments, we implemented measures to focus on the safety of our employeesFlyMates and support of our clients, while at the same time seeking to mitigate the impact on our financial position and operations. We have implemented remote working capabilities for our entire organization and to date, there has been minimal disruption to our operations. As vaccination rates have increased and the pandemic abated, we reopened our offices to the extent local requirements allowed, although FlyMates continue to have reopenedthe flexibility to work remotely. With the recent outbreak of hostilities in limited capacity. WeGaza, we have also increased our hiring planengaged in active workforce planning to address key roles withhelp Israeli FlyMates support the goal of ensuring continuitybusiness without interruption and growth.
implement safety measures for FlyMates in Israel.

Components of Results of Operations

Revenue

We generate revenue from transactions and from platform and usage-basedother fees as described below.

Transactionunder “Our Revenue
Transaction revenue consists of a fee based on the total payment volume processed through our payment platform and global payment network. The fee can vary depending on the geographic region in which our client and client’s customer resides, the payment method selected by our clients’ customer and the currencies in which the transaction is completed on our solution. Fees received are reported as revenue upon the completion of payment processing transaction.
We also earn marketing fees from credit card service providers for marketing arrangements in which we perform certain marketing activities to increase the awareness of the credit card provider and promote certain methods of payments on our payment platform. Fees from these marketing services are recognized as revenue when we complete our obligations under the marketing arrangements. We do not expect our marketing services revenue to be material in future periods.
Platform and Usage-Based Fee Revenue
We earn revenue from many of our clients based on the amount of accounts receivable they collect through our platform. For these services, we are paid a platform and usage-based fee based on the total payment volume that our clients collect. We also earn revenue from clients’ customers when they enter into a payment plan and make actual payments against a payment plan in satisfying their obligation to our client. Additionally, we earn a subscription fee from some of our clients for their use of our payment platform. Finally, we earn fees from providing other ancillary services to our clients including printing and mailing services.
35
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Model”.

Payment Processing Services Costs

Payment processing services costs consist of costs incurred to process payment transactions which include banking and credit card processing fees, foreign currency translation costs, partner fees, personnel-related expenses for our employeesFlyMates who facilitate these payments and personnel related expenses for our employeesFlyMates who provide implementation services to our clients. We expect that payment processing services costs will increase in absolute dollars but may

30

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fluctuate as a percentage of total revenue from period to period, as we continue to invest in scaling our processing operations and grow our revenue base.

Technology and Development

Technology and development includes (a) costs incurred in connection with the development of our solution and the improvement of existing solutions, including the amortization of software and website development costs incurred in developing our solution, which are capitalized, and acquired developed technology, (b) site operations and other infrastructure costs incurred, (c) amortization related to capitalized cost to fulfill a contract, (d) personnel-related expenses, including salaries, stock based compensation and other expenses, (e) hardware and software engineering, consultant services and other costs associated with our technology platform and products, (f) research materials and facilities, and (g) depreciation and maintenance expense.

We believe delivering new functionality is critical to attract new clients and expand our relationship with existing clients. We expect to continue to make investments to expand our solutions in order to enhance our clients’ experience and satisfaction, and to attract new clients. We expect our technology and development expenses to increase in absolute dollars, but they may fluctuate as a percentage of total revenue from period to period as we expand our technology and development team to develop new solutions and enhancements to existing solutions.

Selling and Marketing

Selling and marketing expenses consist of personnel-related expenses, including stock-based compensation expense, sales commissions, amortization of acquired client relationship intangible assets, marketing program expenses, travel-relatedtravel related expenses and costs to market and promote our solutions through advertisements, marketing events, partnership arrangements, and direct client acquisition.

We focus our sales and marketing efforts on generating awareness of our company,business, platform, and solutions, creating sales leads, and establishing and promoting our brand. We plan to continue investing in sales and marketing efforts by driving our

go-to-market
strategies, building our brand awareness, and sponsoring additional marketing events; however, we will adjust our sales and marketing spend level as needed, and this may fluctuate from period to period, in response to changes in the economic environment.

General and Administrative

General and administrative expenses consist of personnel-related expenses, including stock-based compensation expense for finance, risk management, legal and compliance, human resources and information technologyIT functions, costs incurred for external professional services, as well as rent, and facility and insurance costs. We expect to incur additional general and administrative expenses as we continue to invest in our planned growth of our business. We also expect to increase the size of our general and administrative functions to support the growth in the business, and to operate as a public company. As a result, we expect that our general and administrative expenses will increase in absolute dollars but may fluctuate as a percentage of total revenue from period to period.

Interest Expense

Interest expense consists of interest incurred on our Loan2024 Revolving Credit Facility and Security Agreement (LSA) with a lender. During 2018, we borrowed $25.0 million under the LSA2021 Revolving Credit Facility. In addition, interest expense consists of amortization of debt issuance costs and unused commitment fees related to complete our acquisition of OnPlan Holdings LLC. 2024 Revolving Credit Facility and 2021 Revolving Credit Facility.

On April 25, 2020,February 23, 2024, we entered into our 2024 Revolving Credit Facility for a Joinder and Second Amendment tototal commitment of $125.0 million. The 2024 Revolving Credit Facility replaced the LSA to refinance the LSA. As part2021 Revolving Credit Facility of the refinancing, the lender

re-advanced
$4.2$50.0 million of principal paid on the loan through May 1, 2020. The LSA is interest only until May 2023 and bears annual interest at a rate equal to the greater of (i) 5.25% above the prime rate or (ii) 8.50%. Previously, our interest rate was at an annual fixed rate of 8.5%. Inentered into in July 2021, we refinanced our existing debt giving us accessunder which $50.0 million was available to $50 million in revolving debt. This credit facility has an adjustable rateFlywire as of interest, at our option, either at an annual rate based on Alternate Base Rate (“ABR”), which referencesDecember 31, 2023. As of March 31, 2024 and 2023, there was no outstanding indebtedness under the prime rate, plus an applicable margin2024 Revolving Credit Facility or LIBOR plus an applicable margin. Loans based on ABR shall bear interest at a rate between ABR plus 0.75% and ABR plus 1.25%, and loans based on LIBOR shall bear interest at a rate between LIBOR plus 1.75% and LIBOR plus 2.25%, depending on our liquidity.
2021 Revolving Credit Facility.

36

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Change in Fair Value of Preferred Stock Warrant Liability
In connection with our financing arrangements, we issued warrants to purchase convertible preferred stock to a lender. The warrants to purchase preferred stock provide for net share settlement under which the maximum number of shares that could be issued represents the total amount of shares under the warrant agreements. These warrants are classified as liabilities on our consolidated balance sheets as these are free standing instruments that may require us to transfer an asset upon exercise. The warrant liability associated with these warrants was recorded at fair value on the issuance date of the warrants and was marked to market each reporting period based on changes in the warrants’ fair value calculated using the Black-Scholes model. Following our IPO, we no longer have to measure the change in fair value of preferred stock warrant liability in our consolidated statements of operations and comprehensive loss due to the preferred stock warrants either being fully exercised or converted to warrants to purchase common stock.
Other

Interest Income (Expense), Net

Other

Interest income (expense), net consists of interest income andon cash held in interest bearing operating accounts, including money market funds.

Gain (loss) from Remeasurement of Foreign Currency

Gain (loss) from remeasurement of foreign currency consists of gains and losses from the remeasurement of foreign currency transactions into its functional currency.

Provision for (Benefit From) Income Tax

Provision for (benefit from) income taxes consists primarily of foreign and state income taxes. We have historically generated net operating losslosses (NOL) carryforwards for U.S. Federal and state tax purposes as we expand the scale of our international business activities. Any changesChanges in the U.S. and foreign taxation of such activitiestax law may increaseimpact our overall provision for income taxes in the future.

We have a valuation allowance foron our net U.S. deferred tax assets, including federal and state NOLs.NOLs and our net U.K. deferred tax assets, including NOL's. We expect to maintain thisthese valuation allowanceallowances until it becomes more likely than not that the benefit of our federal and state deferred tax assets will beare realized through expected future taxable income generated in the United States.

these jurisdictions.

Results of Operations

Comparison of results for the Six Months Ended June 30, 2021three months ended March 31, 2024 and 2020

2023

All dollar amounts in the tables below are rounded to the nearest million. As a result, certain amounts may not recalculate using the rounded amounts provided.

The following table sets forth our consolidated results of operations for periods presented:

   
Six Months Ended June 30,
        
(Dollars In Millions)
  
2021
   
2020
   
$ Change
  
% Change
 
Revenue
  $82.0   $56.5   $25.5   45.1% 
Payment processing and service costs
   29.2    22.5    6.7   29.8 
Technology and development
   14.5    11.7    2.8   23.9 
Selling and marketing
   22.8    16.7    6.1   36.5 
General and administrative
   29.5    23.8    5.7   23.9 
Total costs and operating expense
   96.0    74.7    21.3   28.5 
Loss from operations
   (14.0)    (18.2)    4.2   (23.1) 
Interest expense
   (1.2)    (1.3)    0.1   (7.7) 
Change in fair value of preferred stock warrant liability
   (10.8)    (0.3)    (10.5)   3500.0 
Other income (expense), net
   (0.3)    0.1    (0.4)   (400.0) 
Total other expenses, net
   (12.3)    (1.5)    (10.8)   720.0 
Loss before income taxes
   (26.3)    (19.7)    (6.6)   33.5 
Provision for (Benefit from) income taxes
   0.5    (7.4)    7.9   (106.8) 
Net income (loss)
   (26.8)    (12.3)    (14.5)   117.9 
Foreign currency translation adjustment
   0.3    (0.3)    0.6   (200.0) 
   
 
 
   
 
 
   
 
 
  
 
 
 
Comprehensive income (loss)
  $(26.5)   $(12.6)  $(13.9)   110.3% 
   
 
 
   
 
 
   
 
 
     
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Three Months Ended March 31,

 

 

 

 

 

 

 

(dollars in millions)

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Revenue

 

$

114.1

 

 

$

94.4

 

 

$

19.7

 

 

 

20.9

%

Payment processing services costs

 

 

41.7

 

 

 

33.9

 

 

$

7.8

 

 

 

23.0

%

Technology and development

 

 

16.7

 

 

 

14.5

 

 

$

2.2

 

 

 

15.2

%

Selling and marketing

 

 

30.1

 

 

 

24.4

 

 

$

5.7

 

 

 

23.4

%

General and administrative

 

 

31.6

 

 

 

28.1

 

 

$

3.5

 

 

 

12.5

%

Total costs and operating expenses

 

 

120.1

 

 

 

100.9

 

 

$

19.2

 

 

 

19.0

%

Loss from operations

 

 

(6.0

)

 

 

(6.6

)

 

$

0.6

 

 

 

(9.1

)%

Interest expense

 

 

(0.1

)

 

 

(0.1

)

 

$

—

 

 

 

—

 

Interest income

 

 

5.9

 

 

 

1.9

 

 

$

4.0

 

 

 

210.5

%

(Loss) gain from remeasurement of foreign currency

 

 

(4.4

)

 

 

1.5

 

 

$

(5.9

)

 

 

(393.3

)%

Total other income (expense), net

 

 

1.4

 

 

 

3.3

 

 

$

(1.9

)

 

 

(57.6

)%

Loss before provision for income taxes

 

 

(4.6

)

 

 

(3.3

)

 

$

(1.3

)

 

 

39.4

%

Provision for income taxes

 

 

1.6

 

 

 

0.4

 

 

$

1.2

 

 

 

300.0

%

Net loss

 

 

(6.2

)

 

 

(3.7

)

 

$

(2.5

)

 

 

67.6

%

Foreign currency translation adjustment

 

 

(1.4

)

 

 

(0.4

)

 

$

(1.0

)

 

 

250.0

%

Comprehensive loss

 

$

(7.6

)

 

$

(4.1

)

 

$

(3.5

)

 

 

85.4

%

Revenue

Revenue was $82.0$114.1 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $56.5$94.4 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $25.5$19.7 million or 45.1%20.9%. Revenue is comprised of transaction revenue and platform and other revenues as follows:

 

Three Months Ended March 31,

 

 

 

 

 

 

 

(dollars in millions)

 

2024

 

 

2023

 

 

$ Change

 

 

% Change

 

Transaction revenue

 

$

95.2

 

 

$

76.3

 

 

$

18.9

 

 

 

24.8

%

Platform and other revenues

 

 

18.9

 

 

 

18.1

 

 

 

0.8

 

 

 

4.4

%

Revenue

 

$

114.1

 

 

$

94.4

 

 

$

19.7

 

 

 

20.9

%

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Six Months Ended June 30,
         
(Dollars In Millions)
  
2021
   
2020
   
$ Change
   
% Change
 
Transaction revenue
  $56.7   $36.5   $20.2    55.3% 
Platform and usage-based fee revenue
   25.3    20.0    5.3    26.5 
  
 
 
   
 
 
   
 
 
   
 
 
 
Revenue
  $82.0  $56.5  $25.5   45.1% 
  
 
 
   
 
 
   
 
 
   

Transaction revenue was $56.7$95.2 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $36.5$76.3 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $20.2$18.9 million or 55.3%24.8%. The increase in transaction revenue was primarily driven by transactions originatinggrowth in transaction payment volumes, from both our existing clients and new clients added during the three months ended March 31, 2024. We experienced strong growth in payment volume across all regions where we generate more transaction volume.and verticals during the period. Total payment volume increased 68.3%approximately 23% during the sixthree months ended June 30, 2021March 31, 2024 to $2.9$7.0 billion. Our marketing services revenue remained consistent in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.

Platform and usage-based fee revenue was $25.3other revenues were $18.9 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $20.0$18.1 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $5.3$0.8 million or 26.5%4.4%. The increase in platform and usage-based fee revenueother revenues was driven by the full six months ofStudyLink acquisition, revenue from Simpleeinterest earned on funds held for customers in interest-bearing accounts and increased usageincrease in platform products, offset by our clients.

a decrease in revenue for printing and mailing and insurance products.

Payment Processing Services Costs

Payment processing services costs were $29.2$41.7 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $22.5$33.9 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $6.7$7.8 million or 29.8%23.0%. The increase in payment processing services costs is correlated with the increase in total payment volume of 75.7%23% over the same period and was offset by loweras well as increased use of credit cards, which have higher processing costs related to bank, credit card and alternative payment transactions.

costs.

Technology and Development

Technology and development expenses were $16.7 million for the three months ended March 31, 2024, compared to $14.5 million for the sixthree months ended June 30, 2021, compared to $11.7 million for the six months ended June 30, 2020,March 31, 2023, an increase of $2.8$2.2 million or 23.9%15.2%. The increase in technology and development cost was primarily driven by an increase in stock-based compensation expense, personnel costs and an increase in amortizationstock-based compensation expense. Personnel costs were $8.3$10.4 million for the sixthree months ended June 30, 2021,March 31, 2024 compared to $7.8$9.3 million for the sixthree months ended June 30, 2020 an increase of $0.5 million or 6.4%. Stock-based compensation expense was $1.5 million for the six months ended June 30, 2021, compared to $0.4 million for the six months ended June 30, 2020,March 31, 2023, an increase of $1.1 million. Themillion or 11.8%.The increase in personnel costs was primarily driven by an increase in headcount within our technology and development teams partially offset by the capitalization of internally developed software costs during the period of $3.5 million. Amortization of intangible assetsteams. Stock-based compensation expense was $2.0$2.6 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $1.5$1.6 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $0.5$1.0 million or 33.3%62.5%. The increase in amortization expense was the result of the acquisition of Simplee.

stock-based compensation is attributable to equity grants awarded to existing and new FlyMates.

Selling and Marketing

Selling and marketing expenses were $22.8$30.1 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $16.7$24.4 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $6.1$5.7 million or 36.5%23.4%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, stock-based compensation, amortization expense and an increase in professional fee expenses, partially offset by a decrease in travel related expenses. Stock-based compensation was $3.4marketing costs. Personnel costs were $16.3 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $0.6$13.6 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $2.8 million. Personnel costs increased by $2.5 million.$2.7 million or 19.9%. The increase in personnel costs was primarily driven by an increase in headcount within our selling and marketing teams and commissions earned on sales during the period. Stock-based compensation was $4.0 million for the three months ended March 31, 2024, compared to $2.4 million for the three months ended March 31, 2023, an increase of $1.6 million or 66.7%. The increase in stock-based compensation is attributable to equity grants awarded to existing and new FlyMates. Amortization of intangibles was $1.9 million for the three months ended March 31, 2024, compared to $1.2 million for the sixthree months ended June 30, 2021, compared to $0.9 million for the six months ended June 30, 2020,March 31, 2023, an increase of $0.3$0.7 million or 33.3%58.3%. The increase in amortization expense was due to acquired customer relationships related to the result of the acquisition of Simplee which added $48.3 million of acquired client relationships, which have a weighted-average amortization period of 12 years. Professional feesStudyLink acquisition. Marketing costs were $1.6$1.7 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $0.7$1.2 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $0.3$0.5 million or 33.3%41.7%. Travel relatedThe increase in marketing costs during the six months ended June 30, 2021 decreased by $0.3 million comparedwas due to the same periodan increase in 2020.

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marketing initiatives and hosted events.

General and Administrative Expenses

General and administrative expenses were $29.5$31.6 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $23.8$28.1 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $5.7$3.5 million or 23.9%. The12.5%.The increase in general and administrative expenses was primarily driven by thean increase in stock-based compensation professional fees and personnel costs, offset by thea decrease in other costs, change in the fair value of contingent consideration and acquisition related expenses.professional fees. Stock-based compensation was $7.9$8.3 million for the sixthree months ended June 30, 2021,March 31, 2024, compared to $0.8$4.6 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $7.1 million.$3.7 million or 80.4%. The increase in stock-based compensation is directly attributable to incremental compensation charges taken in relationequity grants awarded to a secondary sale during the period that involved stockholders whoexisting and new FlyMates. Personnel costs were also our employees. Professional fees were $3.2$13.2 million for the sixthree months ended June 30, 2021, compared to $2.1 million for the six months ended June 30, 2020, an increase of $1.1 million. Personnel costs were $11.5 million for the six months ended June 30, 2021,March 31, 2024, compared to $10.6 million for the sixthree months ended June 30, 2020,March 31, 2023, an increase of $0.9 million primarily due to increased headcount. The change in the fair value of contingent consideration related to acquisitions was $1.6 million for the six months ended June 30, 2021, compared to $3.7 million for the six months ended June 30, 2020, a decrease of $2.1 million. Acquisition costs were $0.0 million for the six months ended June 30, 2021, compared to $1.3 million for the six months ended June 30, 2020.

Interest Expense
Interest expense were $1.2 million for the six months ended June 30, 2021, compared to $1.3 million for the six months ended June 30, 2020, a decrease of $0.1 million. The decrease is attributable to
non-cash
interest expense being amortized over a longer period of time after the 2020 loan refinancing.
Change in Fair Value of Preferred Stock Warrant Liability
The change in fair value of preferred stock warrant liability was $10.8 million for the six months ended June, 2021, compared to $0.3 million for the six months ended June 30, 2020, an increase of $10.5 million. The increase in the fair value of the preferred stock warrant liability was due to the increase in the value of our preferred stock.
Other Income (Expense), net
Other income (expense), net, was ($0.3) million for the six months ended June 30, 2021, compared to less than $0.1 million for the six months ended June 30, 2020. Losses from the remeasurement of foreign currency transactions into their functional currencies were $0.3 million for the six months ended June 30, 2021, compared to less than $0.1 million for the six months ended June 30, 2020.
Provision for (Benefit From) Income Taxes
The expense from income taxes was $0.5 million during the six months ended June 30, 2021, compared to a tax benefit of $7.4 million for the six months ended June 30, 2020, an increase of $7.9 million. During the six months ended June 30, 2021, we recorded an income tax expense of $0.5 million, which was primarily attributable to foreign taxes, compared to the six months ended June 30, 2020, we recorded an income tax benefit of $7.4 million, which was primarily attributable to a
non-recurring
benefit of $8.4 million relating to the release of a portion of our valuation allowance. This release was due to taxable temporary differences recorded as part of the Simplee acquisition which are a source of income to realize certain
pre-existing
federal and state deferred tax assets. Our effective tax rate was 1.8% for the six months ended June 30, 2021 compared to 37.4% for the six months ended June 30, 2020.
Comparison of results for the Three Months Ended June 30, 2021 and 2020
The following table sets forth our consolidated results of operations for periods presented:
   
Three Months Ended June 30,
        
(Dollars In Millions)
  
2021
   
2020
   
$ Change
  
% Change
 
Revenue
  $37.0   $23.8   $13.2   55.5% 
Payment processing and service costs
   13.1    10.9    2.2   20.2 
Technology and development
   6.9    6.4    0.5   7.8 
Selling and marketing
   10.9    8.1    2.8   34.6 
General and administrative
   13.6    13.5    0.1   0.7 
Total costs and operating expense
   44.5    38.9    5.6   14.4 
Loss from operations
   (7.5)    (15.1)    7.6   (50.3) 
Interest expense
   (0.6)    (0.7)    0.1   (14.3) 
Change in fair value of preferred stock warrant liability
   (9.8)    —      (9.8)   NM 
Other income (expense), net
   0.1    0.1    0.0   0.0 
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Table of Contents
   
Three Months Ended June 30,
        
(Dollars In Millions)
  
2021
   
2020
   
$ Change
  
% Change
 
Total other expenses, net
   (10.3)    (0.6)    (9.7)   1616.7 
Loss before income taxes
   (17.8)    (15.7)    (2.1)   13.4 
Provision for (Benefit from) income taxes
   0.3    0.3    0.0   0.0 
Net income (loss)
   (18.1)    (16.0)    2.1   13.1 
Foreign currency translation adjustment
   (0.1)    (0.2)    0.1   (50.0) 
   
 
 
   
 
 
   
 
 
  
 
 
 
Comprehensive income (loss)
  $(18.2)   $(16.2)  $(2.0)   12.3% 
   
 
 
   
 
 
   
 
 
     
Revenue
Revenue was $37.0 million for the three months ended June 30, 2021, compared to $23.8 million for the three months ended June 30, 2020, an increase of $13.2$2.6 million or 55.5%24.5%.
   
Three Months Ended June 30,
         
(Dollars In Millions)
  
2021
   
2020
   
$ Change
   
% Change
 
Transaction revenue
  $24.3   $11.2   $13.1    117.0% 
Platform and usage-based fee revenue
   12.7    12.6    0.1    0.8 
   
 
 
   
 
 
   
 
 
   
 
 
 
Revenue
  $37.0   $23.8   $13.2    55.5% 
   
 
 
   
 
 
   
 
 
      
Transaction revenue was $24.3 million for the three months ended June 30, 2021, compared to $11.2 million for the three months ended June 30, 2020, an increase of $13.1 million or 117.0%. The increase in transaction revenue was primarily driven by transactions originating in regions where we generate more transaction volume. Total payment volume increased 126.5% during the six months ended June 30, 2021 to $1.2 billion. This increase was partially offset by a $0.1 million decrease in marketing services revenue. Our marketing services revenue declined as a result of our payment partners using fewer of our marketing services in the six months ended June 30, 2021 compared to the six months ended June 30, 2020.
Platform and usage-based fee revenue was $12.7 million for the three months ended June 30, 2021, compared to $12.6 million for the three months ended June 30, 2020, an increase of $0.1 million or 0.8%. The increase in platform and usage-based fee revenue was driven by increased usage by our clients.
Payment Processing Services Costs
Payment processing services costs were $13.1 million for the three months ended June 30, 2021, compared to $10.9 million for the three months ended June 30, 2020, an increase of $2.2 million or 20.2%. The increase in payment processing services costs is correlated with the increase in total payment volume of 84.7% over the same period, and was offset by lower processing costs related to bank, credit card and alternative payment transactions.
Technology and Development
Technology and development expenses were $6.9 million for the three months ended June 30, 2021, compared to $6.4 million for the three months ended June 30, 2020, an increase of $0.5 million or 7.8%. The increase in technology and development cost was primarily driven by an increase in stock-based compensation expense and an increase in amortization expense. Stock-based compensation expense was $0.4 million for the three months ended June 30, 2021, compared to $0.2 million for the three months ended June 30, 2020, an increase of $0.2 million. Amortization of intangible assets was $1.2 million for the three months ended June 30, 2021, compared to $0.9 million for the three months ended June 30, 2020, an increase of $0.3 million or 33.3%. The increase in amortization expense was the result of the acquisition of Simplee.
Selling and Marketing
Selling and marketing expenses were $10.9 million for the three months ended June 30, 2021, compared to $8.1 million for the three months ended June 30, 2020, an increase of $2.8 million or 34.6%. The increase in selling and marketing expenses was primarily driven by an increase in personnel costs, professional fees and marketing. Personnel costs increased by $1.7 million. The increase in personnel costs was primarily driven by an increase in headcount within our selling and marketing teams and commissions earned on sales during the period. Professional fees headcount. Other costs

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were $0.7$1.3 million for the three months ended June 30, 2021,March 31, 2024, compared to $0.2$2.7 million for the three months ended June 30, 2020 an increaseMarch 31, 2023, a decrease of $0.5$1.4 million or 51.9%. The decrease in other costs was primarily due to increasehedging losses recorded during the first quarter of 2023. Change in third party commissions and IPO related services. Marketing costs were $0.8the fair value of contingent consideration was $(0.5) million for the three months ended June 30, 2021,March 31, 2024, compared to $0.4 million for the three months ended June 30, 2020, an increaseMarch 31, 2023, a decrease of $0.4$0.9 million or 225.0%. The decrease in contingent consideration was due to IPO related marketing expenses.

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General and Administrative Expenses
General and administrative expenses were $13.6 million for the three months ended June 30, 2021 and $13.5 million for the three months ended June 30, 2020, an increase of $0.1 million or 0.7%. The increases in general and administrative expenses primarily driven by the increase in stock-based compensation, personnel, professional fees, other costs. These increases were offset by decreases in the fair value of contingent consideration expense. Stock-based compensation was $1.2 million for the three months ended June 30, 2021, comparedadjustment made to $0.4 million for the three months ended June 30, 2020, an increase of $0.8 million. The increase in compensation is directly attributable to incremental compensation charges taken in relation to a secondary sale during the period that involved stockholders who were also our employees. Personnel costs were $6.0 million for the three months ended June 30, 2021, compared to $5.2 million for the three months ended June 30, 2020, an increase of $0.8 million due to increase in headcount. Professional fees were $1.9 million for the three months ended June 30, 2021, compared to $1.2 million for the three months ended June 30, 2020, an increase of $0.7 million due to costs related to IPO. The change in the fair value of contingent consideration related to acquisitions was $1.6the StudyLink acquisition. Professional fees were $3.9 million for the three months ended June 30, 2021,March 31, 2024, compared to $4.0$4.7 million for the three months ended June 30, 2020,March 31, 2023, a decrease of $2.4 million.
$0.8 million or 17.0%. The decrease in professional fees was primarily due to a decrease in legal, consulting and audit fees during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Interest Expense

Interest expense was $0.6$0.1 million for both the three months ended March 31, 2024 and 2023. As of March 31, 2024 and 2023, there was no outstanding indebtedness under the 2024 Revolving Credit Facility or 2021 Revolving Credit Facility. Interest expense consists primarily of amortization of debt issuance costs and unused commitment fees related to our 2024 Revolving Credit Facility and 2021 Revolving Credit Facility.

Interest Income

Interest income was $5.9 million for the three months ended June 30, 2021,March 31, 2024 compared to $0.7$1.9 million for the three months ended June 30, 2020, a decreaseMarch 31, 2023, an increase of ($0.1)$4.0 million or (14.3%)210.5%. The decreaseincrease in interest expenseincome was driven bydue to our investment in interest bearing accounts, an increase in our cash balance compared to the loan refinancing that allowed debt issuance costsfirst quarter of 2023, and an increase in yield earned from our investment in money market funds as interest rates increased during the three months ended March 31, 2024, compared to be taken over a longer periodthe three months ended March 31, 2023.

(Loss) gain from Remeasurement of time.

Change in Fair ValueForeign Currency

(Loss) gain from remeasurement of Preferred Stock Warrant Liability

The change in fair value of preferred stock warrant liabilityforeign currency was $9.8$(4.4) million for the three months ended June 30, 2021,March 31, 2024, compared to $0.0$1.5 million for the three months ended June 30, 2020, an increaseMarch 31, 2023, a decrease of $9.8 million.$5.9 million or 393.3%. The increase indecrease was primarily the fair valueresult of the preferred stock warrant liability was due toremeasurement of foreign currency transactions into the increaseBritish pound sterling and impact of fluctuations in the fair value of our common stock on the date of the IPO versus the exercise price of the warrants.
Other Income (Expense), net
Other income (expense), net, was consistent at $0.1 million for the three months ended June 30, 2021 and June 30, 2020.
exchange rates during respective remeasurement periods.

Provision for (Benefit From) Income Taxes

The expense from

Provision for income taxes was $0.3$1.6 million during the three months ended June 30, 2021,March 31, 2024, compared to a$0.4 million during the three months ended March 31, 2023, an increase of $1.2 million or 300.0%. The income tax provision for income taxes of $0.3 million for the three months ended June 30, 2020. The tax expense for the three months ended June 30, 2021March 31, 2024 and 20202023 was primarily attributable to activity in our foreign subsidiaries and U.S. state taxes. Our effective tax rate was 1.6%(35.1)% for the three months ended June 30, 2021March 31, 2024 compared to 1.7%(12.5)% for the three months ended June 30, 2020.

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March 31, 2023.

Liquidity and Capital Resources

Since inception, we have financed operations primarily through proceeds received from sales of equity securities, credit facilities and payments received from our clients as further detailed below.

In May 2021,

As of March 31, 2024, our principal source of liquidity is cash and cash equivalents of $619.0 million. Cash equivalents is comprised primarily of money market funds and bank deposits.

On February 23, 2024, we entered into our 2024 Revolving Credit Facility for a total commitment of $125.0 million, which replaced the Revolving Credit Facility of $50.0 that was in effect as of December 31, 2023.

On August 14, 2023 and September 12, 2023, we completed our IPOfollow-on public offering which resulted in aggregate net proceeds of $263.8$260.1 million, after underwriting discounts and commissions of $19.4$10.9 million and other issuance costs of $4.9$1.1 million. As of June 30, 2021, our principal source of liquidity is cash of $417.0 million.

We believe that our existing cash will be sufficient to support our expected working capital needs and capital expenditurematerial cash requirements for at least the next 12 months.months from the issuance of these condensed consolidated financial statements. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from clients, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase public cloud capacity, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of our platform. In

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the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

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Cash Flows

The following table sets forth a summary of our cash flow information for the periods presented.

   
Six Months

Ended

June 30,
 
(In Millions)
  
2021
   
2020
 
Net cash provided by (used in) operating activities
  $(13,553)   $(40,609 
Net cash used in investing activities
   (3,582)    (80,662) 
Net cash (used in) provided by financing activities
   324,870    118,796 
Effect of exchange rate changes on cash and cash equivalents
   239    (428) 
   
 
 
   
 
 
 
Net (decrease) increase in cash, cash equivalents and restricted cash.
  $307,974   $(2,903) 
   
 
 
   
 
 
 
presented:

 

Three Months Ended March 31,

 

(in millions)

 

2024

 

 

2023

 

Net cash used in operating activities

 

$

(38.1

)

 

$

(20.8

)

Net cash used in investing activities

 

 

(1.5

)

 

 

(1.8

)

Net cash provided by financing activities

 

 

2.2

 

 

 

1.8

 

Effect of exchange rate changes on cash and cash equivalents

 

 

1.8

 

 

 

(1.2

)

Net decrease in cash, cash equivalents and restricted cash.

 

$

(35.6

)

 

$

(22.1

)

Operating Activities

Net cash used in operating activities consists of net loss adjusted for certain

non-cash
items and changes in other assets and liabilities.

During the sixthree months ended June 30, 2021,March 31, 2024, cash used in operating activities of $13.6$38.1 million was primarily the result of net loss of $26.8$6.2 million adjusted for

non-cash
expenses of $30.0$18.3 million, which primarily include stock-based compensation expenses of $14.8 million and depreciation and amortization of $4.3 million,
offset by changes in our operating assets and liabilities of $50.2 million.

During the three months ended March 31, 2023, cash used in operating activities of $20.8 million was primarily the result of net loss of $3.7 million adjusted for non-cash expenses of $12.4 million, which primarily include stock-based

compensation expenses of $12.8$8.6 million, depreciation and theamortization of $3.7 million, change in fair value of preferred stock warrant liabilitycontingent consideration of $10.8$0.4 million, offset by $16.7a deferred tax benefit of $0.6 million and $29.6 million related to changes in our operating assets and liabilities. Net cash used by changes in operating assets and liabilities consisted primarily of a $14.5 million decrease in funds payable to clients due to the timing of when we settle the amounts we owe to our clients, a $3.2 million decrease in contingent consideration, and a $7.7 million decrease in prepaid expenses and other assets, offset by a $5.5 million decrease in funds receivables from payment partners due to the timing of when our payment partners settle the amounts they owe to us, and a $3.1 million decrease in accounts payable, accrued expenses and other current liabilities.

Investing Activities

During the sixthree months ended June 30, 2021,March 31, 2024, cash used in investing activities of $3.6$1.5 million was primarily the result of theapproximately $1.3 million of capitalization of internally-developedinternally developed software costsand approximately $0.3 million of $3.5 millionpurchase of property and an acquisition of an asset of $0.1 million.

equipment.

During the sixthree months ended June 30, 2020,March 31, 2023, cash used in investing activities of $80.7$1.8 million was primarily the result of our acquisitionthe $1.4 million of Simplee for a purchase price of $79.4 million in cash and $1.3 million related to the capitalization of internally-developedinternally developed software costs.

and over $0.4 million of purchase of property and equipment.

Financing Activities

During the sixthree months ended June 30, 2021,March 31, 2024, cash provided by financing activities of $324.9$2.2 million was primarily driven by the net proceeds received from our IPOresult of $264.8 million, net proceeds received from our sale of preferred stock for aggregate proceeds of $59.7 million and proceeds from the exercise of stock options and warrants of $4.1$1.6 million, partiallyproceeds from issuance of stock under the ESPP of $1.4 million, offset by payments of debt issuance costs of $0.8 million.

During the three months ended March 31, 2023, cash provided by financing activities of $1.8 million was the result of proceeds from exercise of stock options of $2.1 million, proceeds from issuance of stock under the ESPP of $0.9 million, offset by payments for contingent consideration of $3.8$1.2 million related to our acquisition of Simplee and $3.8 million related to offering costs associated with our IPO.

During the six months ended June 30, 2020, cash provided by financing activities of $118.8 million was the result of our sale of preferred stock for aggregate proceeds of $119.8 million and $0.5 million from the proceeds of the exercise of stock options. The increase was offset by $1.3 million related to contingent consideration paid during the period.
Cohort Go.

As of June 30, 2021, we had $25.0 million ofMarch 31, 2024 and 2023, there was no outstanding indebtedness under the LSA. The proceeds of2024 Revolving Credit Facility and the Term Loan were used to purchase OnPlan Holdings, LLC. On April 25, 2020, we entered into a Joinder and Second Amendment to the LSA to refinance the LSA. As part of the refinancing, the lender institution

re-advanced
$4.2 million of principal paid on the loan through May 1, 2020. The LSA is interest only until May 2023 and bears annual interest at a rate equal to the greater of (i) 5.25% above the prime rate of (ii) 8.50%. Beginning on June 1, 2023, we will make 24 equal principal payments. Refer to Note 10 in our unaudited condensed consolidated financial statements included elsewhere in this Form
10-Q
for additional details related to our LSA.
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Contractual Obligations
The following table summarizes our contractual obligations as of June 30, 2021:
   
Payments Due by Year
 
(In Thousands)
  
Total
   
Less Than

1 Year
   
1 to 3

Years
   
4 to 5

Years
   
More Than

5 Years
 
Operating lease obligations
  $5,273   $1,582   $3,673   $18    —   
Debt obligations
   25,000    —      7,292    17,708    —   
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  $30,273   $1,582   $10,965   $17,726    —   
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
2021 Revolving Credit Facility.

Critical Accounting Policies

Our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form

10-Q
are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and

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the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue costsgenerated, and reported expenses and related disclosures. We baseincurred during the reporting periods. Our estimates are based on our estimates on historical experience and on various other assumptionsfactors that we believe to beare reasonable under the circumstances.circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results couldmay differ significantly from thethese estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.

under different assumptions or conditions.

There have been no material changes to our critical accounting policies and estimates as compared to thosethe critical accounting policies and estimates described in “Management’sthe Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth inOperations section of our Final Prospectus.

Emerging Growth Company Status
The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to nonpublic companies. We have elected to use this extended transition periodAnnual Report on Form 10-K for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies, and our financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies.
We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more, (ii)ended December 31, 2026, (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. See “Risk Factors—Risks Related to Ownership of Our Common Stock—We are an emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
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2023.

Recent Accounting Pronouncements

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 1- Business Overview and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on

Form 10-Q,
such standards willare not expected to have a material impact on our consolidated financial statements or do not otherwise apply to our operations.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have operations both within the United States and globally, and we are exposed to market risks in the ordinary course of our business, including foreign currency fluctuations and the effects of interest rate changes. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Interest Rate Risk

Borrowings incurred under

We are exposed to interest rate risk relating to our credit facility accruecash and cash equivalents. We hold cash in both non-interest and interest-bearing bank accounts. Our corporate investment portfolio consists primarily of money market funds, which are AAA-rated and comprised of liquid, high quality debt securities issued by the U.S. government. An immediate 10% increase or decrease in interest rates would not have a material effect on our financial position, resulting of operations or cash flows.

We are also exposed to interest rate risk related to our 2024 Revolving Credit Facility. Our 2024 Revolving Credit Facility consists of ABR borrowings or Term SOFR borrowings, at our option.

ABR borrowings bear interest at the ABR plus the applicable rate. Term SOFR borrowings bear interest at the Adjusted Term SOFR for the interest period plus the applicable rate. The ABR rate is based on the greatest of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 1/2 of 1%, or (c) the Adjusted Term SOFR for a floating per annum rateone-month interest period, plus 1%. The Adjusted Term SOFR is equal to the greatersum of (i) 5.25% above(a) Term SOFR for such interest period, plus (b) the prime rate; or (ii) 8.50%SOFR adjustment of 0.10%. The applicable rate is based upon our consolidated total net leverage ratio as of the most recent consolidated financial information and ranges from 1.0% to 2.5%. The 2024 Revolving Credit Facility incurs a commitment fee ranging from 0.25% to 0.35% based upon our consolidated total net leverage ratio as of the most recent consolidated financial information assessed on the average available commitment.

As of June 30,March 31, 2024 and December 31, 2023, there was no outstanding indebtedness under the 2024 Revolving Credit Facility and 2021 $25.0��million was outstanding under our credit facility. Revolving Credit Facility.

An immediate 10% increase or decrease in interest rates would not have a material effect on our financial position, results of operations or cash flows.

Information provided by the sensitivity analysis does not necessarily represent the actual changes that would occur under normal market conditions.

Foreign Currency Exchange Risk

For our cross-border payments, we have short term foreign currency exchange exposure, typically between one and four days. Our cross-border payment service allows our client’s customers to use their local currency to pay our clients. When a client’s customer books a cross-border payment in the customer’s local currency, we provide an amount to be paid to the client in that local currency based on the foreign exchange rate then in effect. The client’s customer then has a certain amount of time to complete payment—typically one to four days—that may differ depending on the payment

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method selected. When our client’s customer makes the payment and we process these funds to our clients through our global payment network, the actual exchange rate may differ from the exchange rate that was initially used to calculate the amount payable by the client’s customer due to foreign exchange rate fluctuations. The amount our client’s customers pay in their local currency is not adjusted for changes in foreign exchange rates between booking the transaction and the date the funds are paid and converted. If the value of the currency used by the client’s customer weakens relative to the currency in which funds are remitted to our clients, we may be required to cover the shortfall in remitted funds. This could have an unfavorable effect on our cash flows and operating results. We have been leveraging our

in-house
currency hedging algorithms since 2014, including entering into
non-deliverable
forward foreign currency contracts, to mitigate the volatility related to fluctuations in the foreign exchange rates. As a result, to date

Our cash flows and operating results may also be impacted by fluctuations in foreign currency fluctuationsexchange rates between the U.S. Dollar and various currencies, in particular the British Pound. The value of our revenue and profits in local currencies may be worth more or less in U.S. Dollars due to a strengthening or weakening, respectively, of those currencies against the U.S. Dollar. For example, as the U.S. Dollar weakened against several currencies, including the British Pound, relative to the same quarter in the prior year, these foreign exchange impacts increased our reported revenue in U.S. Dollars by approximately $0.2 million compared to the quarter ended March 31, 2023 on a constant currency basis.

Fluctuations in foreign currency exchange rates may also impact the value of assets and liabilities denominated in currencies other than the functional currencies of our entities. Our reporting currency and the functional currency of our subsidiaries, with respect tothe exception of our cross-border payments have not resulted in a materially unfavorable effect on our operating results, financial position or cash flows. In addition, our reporting currencyU.K. and Australian subsidiaries, is the U.S. Dollar. The financialfunctional currency for our U.K. and Australian subsidiaries is the local currency, or British Pound and Australian Dollar, respectively. Financial statements of our foreign subsidiaries are translated from local currency into U.S. Dollars using the exchange raterates at the balance sheet date for assets and liabilities, and the average exchange raterates in effect during the period for revenue and expenses. Our functional currency and the functional currency of our subsidiaries, with the exception of our UK subsidiary, is the U.S. Dollar. The functional currency for our UK subsidiary is considered to be the local currency and, accordingly,Resulting translation adjustments for this entity are included as a component of accumulated other comprehensive lossincome (loss) in our condensed consolidated balance sheets. Gains and losses from the remeasurement of foreign currency transactionscurrencies into the functional currencycurrencies are recognized as other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. We do not believe a 10% increase or decreaseA potential change in currentforeign exchange rates of 10% from such remeasurement would have impacted loss before income taxes by approximately $15.6 million and $19.9 million at March 31, 2024 and December 31, 2023, respectively.

Inflation Risk

Inflation did not have a material impacteffect on our operatingcash flows and results financial position or cash flows.

Item 4.
Controls and Procedures.
of operations during the three months ended March 31, 2024. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through increase in prices of our product offerings.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer has(our Principal Executive Officer and Principal Financial and Accounting Officer, respectively), have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form

10-Q.
March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a15(e) and
15d-15(e)
under of the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form
10-Q,
March 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule

13a-15(d)
13a- 15(d) and
15d-15(d)
of the Exchange Act that occurred during the period covered by this Quarterly Report on Form
10-Q
quarter ended March 31, 2024 that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II—II - OTHER INFORMATION

Item 1.
Legal Proceedings.

Item 1. Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including patent, commercial, product liability, employment, class action, whistleblower, and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties may from time to time assert claims against us in the form of letters and other communications. We are not currently a party to any legal proceedings that we believe to be material, individually or in the aggregate, to our business or condensed consolidated financial condition.statements. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A.
Risk Factors.

In the course of implementing geolocation data-based sanctions screening measures, we identified certain payments which, based on geolocation data, appear to have been initiated from Cuba, Iran, or Syria, in potential violation of applicable sanctions regimes. Although Flywire continues to evaluate whether these or other transactions constitute potential violations of the U.S. Department of the Treasury’s Office of Foreign Assets Controls (OFAC) sanctions (including whether certain of these payments may have been authorized by general licenses or license exemptions under the relevant sanctions regulations), in August 2023, Flywire made a voluntary submission to OFAC to report the potential violations, and in April 2024 furnished a supplemental submission to OFAC. Based upon the results of the internal investigation completed to date, we do not believe that the amount of any loss incurred as a result of this matter would be material to our business, financial condition, results of operations or cash flows.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. YouBefore deciding whether to invest in shares of our common stock, you should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form

10-Q,
including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form
10-Q
and in our Final Prospectus before deciding whether to invest in shares of our common stock. 10-Q. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, liquidity, operating results, and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.
See “Special Note Regarding Forward-Looking Statements.”

Risk Factors Summary

Our business operations are subject

The summary of risks below is intended to numerousprovide an overview of the risks we face and uncertainties, including those outside of our control, that could cause our actual results toshould not be harmed, including risks regardingconsidered a substitute for the following:

more fulsome risk factors discussed immediately following this summary.

Risks Related to Our Business and Industry

•
We have a history of operating losses and may not achieve or sustain profitability in the future.
•
We have a short operating history at our current scale in a rapidly evolving industry.
•
We may experience quarterly fluctuations in operating results.
•
We may be unable to retain our current clients, attract new clients, and increase the number of our clients’ customers that use our solutions or sell additional functionality to our clients.
•
Efforts to attract new clients may be unsuccessful.
•
We may be adversely affected by the
COVID-19
global pandemicunable to expand our direct and related responsive actions.channel sales capabilities, grow our marketing reach and increase sales productivity.
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•
We expect our revenue mix to vary over time, which could affect our gross profit, gross margin and results of operations.

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•
Our business could be adversely affected if our clients and their customers are not satisfied with the timing or quality of implementation services provided by us or our partners.
•
Our financial and operating results are subject to seasonality and cyclicality.
•
We are exposed to fluctuations in foreign currency exchange rates that could materially and adversely affect our cash flows and results of operations.
•
Certain of our key performance indicators are subject to inherent challenges in measurement.
We may be unable to expand our direct and channel sales capabilities, grow our marketing reach and increase sales productivity.
•
Our business depends, in large part, on our proprietary network of global, regional, and local banking partners and our relationships with other third parties.
•
Our markets are highly competitive.
•
The estimates of market opportunity and our ability to capture a meaningful share of this payment volume may prove to be inaccurate.
•
Our education business may be adversely affected by decreases in enrollment or tuition, increased limitations on issuances of visas to international students or increased operating expenses for our clients.
•
The healthcare industry is rapidly evolving.
•
Our travel business may be sensitive to events affecting the travel industry in general.
•
We may be unable to enter or expand into new verticals or sub-verticals, including our relatively new B2B payment vertical.
•
There could be consolidation in the payment processing or enablement industry.
•
We may be adversely impacted by worldwide global economic and political instability.

Risks Related to Our Operations

•
We may not be able to scale our business quickly enough to meet our growing client base.
•
We enable the transfer of large sums of funds to our clients daily and are subject to the risk of errors.
•
Volatility in the banking and financial services sectors may impact our bank partnerships and relationships, which could adversely affect our operations and liquidity.
•
Our management of our operating funds and those of our clients may be reliant on a limited number of our banking partners and other financial institutions.
•
We may be unable to maintain or expand our ability to offer a variety of local and international payments.
•
Improper or unauthorized use of, disclosure of, or access to personal or sensitive data could harm our reputation.
We are exposed to fluctuations in foreign currency exchange rates.
•
We may fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing business needs, requirements, or preferences.
•
Changes to payment card networks fees or rules could harm our business.
•
If we lose key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.

Risks Related to Our Legal, Regulatory and Compliance Landscape

•
Payments and other financial services-related regulations and oversight are material to our business.

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•
We are subject to governmental laws and requirements regarding economic and trade sanctions, anti-money laundering,AML, CFT and counter-terror financing.
those applicable to a money service business (MSB).
•
We are subject to governmental regulation and other legal obligations, particularly those related to privacy, data protection, information security, anti-corruption, anti-bribery, and similar laws.

Risks Related to Being a Public Company

•
We may fail to develop and maintain proper effective controlsinternal control over financial reporting.
•
Estimates relating to our critical accounting policies may prove to be incorrect.
•
We will continue to incur increased costs as a public company.
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Risks Related to Ownership of Our Common Stock

•
Raising additional capital may cause dilution to our existing stockholders, restrict our operations, or require us to relinquish rights to our intellectual property on unfavorable terms.
Securities and industry analysts may not publish or publish inaccurate or unfavorable research about our business.

Risks Related to Our Business and Industry

We have a history of operating losses and may not achieve or sustain profitability in the future.

We were incorporated in 2009 and although we have experiencedgenerated net income in prior periods, we incurred a net loss in the year ended December 31, 2023, have incurred net losses from our operations since inception.in the past, and may continue to incur net losses in the future. We generated net losses of $20.1$8.6 million and $11.1$39.3 million for 2019the years ended December 31, 2023 and 2020,2022, respectively, and $26.8$6.2 million during the sixthree months ended June 30, 2021.March 31, 2024. In addition, as of June 30, 2021,March 31, 2024, we had an accumulated deficit of $124.6$180.0 million. We have experienced significant revenue growth in recent periods and we are not certain whether or when we will obtain a high enough volume of revenue to sustain or increase our growth or achieve or maintain profitability in the future. We also expect our costs and expenses to increase in future periods, which could negatively affect our future operating results if our revenue does not increase. In particular, we intend to continue to expend significant funds to further develop our solutions, including introducing new functionality, and to expand our marketing programs and sales teams to drive new client adoption, expand strategic partner integrations, and support international and industry expansion. Our operating results are also impacted by the mix of our revenue generated from our different revenue sources, which include transaction revenue and platform and usage-basedother fee revenue. Changes in our revenue mix from quarter to quarter, including those derived from cross-border or domestic currency transactions, will impact our margins, and we may not be able to grow our revenuegross margin adequately to achieve or sustain profitability. In addition, the mix of payment methods utilized by our clients’ customers may have an impact on our margins given that our costs associated with certain payment methods, such as credit cards, are higher than other payment methods accepted by our solutions, such as bank transfers. Due to the cross-border nature of much of our business, fluctuations in foreign currency exchange rates, slowdowns in international mobility and other regional considerations may affect our operating results. We will also face increased compliance and security costs associated with growth, the expansion of our client base, and being a public company. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our increased operating expenses. We may incur significant losses in the future for several reasons, including the other risks described herein, and unforeseen expenses, difficulties, complications, delays, and other unknown events. If we are unable to achieve and sustain profitability, the value of our business and common stock may significantly decrease.

If the assumptions we use to plan our business are incorrect or change in reaction to changes in our markets, or if we are unable to maintain consistent revenue or revenue growth, it may be difficult to achieve and maintain profitability. Our revenuefinancial results from any prior quarterly or annual periods should not be relied upon as an indication of our future revenue or revenue growth or growth in itsrevenue, gross profit or volume of payments processed.

In addition, we expect to continue to expend substantial management time, financial and other resources on:

•
sales, marketing, relationship management and client support, including an expansion of our sales organization, and new client support and payer retention initiatives;
•
our technology infrastructure, including systems architecture, scalability, availability, performance, and security;

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•
our technology development, including investments in our technology development team and the development of new solutions and new functionality;
•
expanding into more international markets;
•
attracting new clients and increasing the number of our clients’ customers that use our solutions;
•
acquisitions or strategic investments;
•
regulatory compliance and risk management; and
•
general administration, including increased insurance, legal and accounting expenses associated with being a public company.

These investments may not result in increased revenue growth in our business. If we are unable to increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and operating results will be harmed, and we may not be able to achieve or maintain profitability over the long term.

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We have a short operating history at our current scale in a rapidly and significantly evolving industry and, as a result, our past results may not be indicative of future operating performance.

We have a short history operating at our current scale in a rapidly and significantly evolving industry that may not develop in a manner favorable to our business. This relatively short operating history makes it difficult to assess our future performance with certainty. You should consider our business and prospects in light of the risks and difficulties we may encounter.

Our future success will depend in large part upon our ability to, among other things:

•
cost-effectively acquire new clients and retain existing clients;
•
withstand the impacts of
the COVID-19 pandemic;
maintain and increase our market share;
•
avoid pricing pressure on our solutions which would compress our margins;
•
effectively market our solutions;
•
enhance our existing solutions and develop new solutions;
•
increase awareness of our brand and maintain our reputation;
•
develop new technologies, adapt to technology changes and evolving industry standards and to incorporate new technologies, such as artificial intelligence, into our solutions;
•
our ability to offer seamless experience for our clients and their customers, including all user facing attributes ranging from
the user interface to client and customer support;
•
anticipate and respond to microeconomic and macroeconomic changes;
•
expand our solutions and geographic reach, including with respect to B2B and travel payments;
•
our decision to exit certain markets, or our inability to process payments from certain jurisdiction we had previously served;
•
anticipate and effectively respond to changing trends and the preferences of clients and their customers;
•
compete effectively;
•
avoid interruptions in our business from information technology (IT) downtime, cybersecurity breaches, or labor stoppages;
•
effectively manage our growth;

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•
effectively identify and manage risks, including foreign currency exchange risk;
•
hire, integrate, and retain talented people at all levels of our organization;
•
maintain the quality of our technology infrastructure;
•
compliance with multiple, conflicting and changing governmental laws and regulations, including with respect to employment, tax, competition, workplace and environmental, social and governance (ESG) matters;
•
global pandemics, such as COVID-19, or other public health emergencies;
•
retain our existing proprietary global network of banking and other payment partners and add new banking and other payment partners to scale our business; and
•
retain our existing technology partners that allow us to provide alternative payment methods and add new technology partners to scale our business.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this section titled “Risk Factors” section,, our business and operating results will be adversely affected.

If we are unable to retain our current clients, attract new clients and increase the number of our clients’ customers that use our solutions or sell additional functionality to our clients, our revenue growth and operating results will be adversely affected.

To increase our revenue, in addition to acquiring new clients, we must continue to retain existing clients, increase the volume of payments made by our clients’ customers and sell additional functionality to our clients. We expect to derive a significant portion of our revenue from the renewal of existing clients’ contracts and sales of additional features and solutions to existing clients. As the market for our marketsolutions matures, solutions evolve, and competitors introduce lower cost or differentiated products or services that are perceived to compete with our solutions, our ability to attract (and our clients’ ability to attract) new customers and maintain our current client base and clients’ customer usage could be hindered. As a result, we may be unable to retain existing clients or increase the usage of our solutions by them or their customers, which would have an adverse effect on our business, revenue, gross profit, gross margins, and other operating results, and accordingly, on the trading price of our common stock.

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As the market for our solutions mature,matures, or as new or existing competitors introduce new products or services that compete with our solutions, we may experience pricing pressure. This competition and pricing pressure could have an adverse effect on our ability to retain existing clients or attract new clients at prices that are consistent with our pricing model, operating budget and expected operating margins. In particular, it has become more common in the education sector for competitors to offer very generous revenue sharing arrangements for clients we target. Our business could be adversely affected if clients or their customers perceive that features incorporated into alternative products reduce the need for our solutions or if they prefer to use competitive services. If we are unable to attract new clients and increase the number of our clients’ customers that use our solutions, our revenue growth and operating results will be adversely affected. Further, in an effort to attract new clients and increase usage by their customers, we may need to offer simpler, lower-priced payment options, which may reduce our profitability.

revenue.

Our ability to sell additional functionality to our existing clients may require more sophisticated and costly sales efforts, especially for our larger clients with more senior management and established accounts receivable solutions. Similarly, the rate at which our clients deploy additional solutions from us depends on several factors, including general economic conditions, the availability of client technical personnel to implement the solution,our solutions, and the pricing of additional functionality. If our efforts to sell additional functionality to our clients are not successful, our business and growth prospects would suffer.

Contracts with our clients generally have a stated initial term of three years, are not subject to termination for convenience and automatically renew for

one-year
subsequent terms. Our clients may negotiate terms less advantageous to us upon renewal, which may reduce our revenue. If our clients fail to renew their contracts, renew their contracts upon terms less favorable to us or at lower fee levels or fail to purchase new solutions from us, our revenue may decline or our future revenue growth may be constrained. In addition, certain of our clients are subject to requirements to issue requests for proposals (RFPs) to open up competition for their ongoing business notwithstanding their satisfaction with our solutions. In order to retain their business, we may be required to accept terms or pricing conditions less favorable to us than would be the case with automatic renewal of an existing contract. Should any of our clients terminate their

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relationship with us after implementation has begun, we would not only lose our time, effort and resources invested in thatsuch implementation, but we would also have lost the opportunity to leverage those resources to build a relationship with other clients over that same period of time.

The
COVID-19
global pandemic and related government, private sector and individual consumer responsive actions may adversely impact our employees, strategic partners, and clients, which could adversely and materially impact our business, financial condition and results of operations.
The global impacts of the
COVID-19
outbreak and related government actions taken to reduce the spread of the virus, including the variants of the virus, have significantly increased economic uncertainty and reduced economic activity. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines,
shelter-in-place
or total lock-down orders and business limitations and shutdowns that began in the second quarter of fiscal year 2020.
In addition, the spread of
COVID-19
has caused us to modify our business practices, including restricting employee travel, implementing office closures, having our employees, who we call FlyMates, work remotely and cancelling physical participation in meetings, events and conferences. We may take further actions as may be required by government authorities or as we determine are in the best interests of our FlyMates, clients and business partners. This has caused us to make modifications to some of our planned activities and has impacted some of our business development and marketing initiatives.
In 2020, we experienced periods of reduced payment volume in some of the industries we serve, including travel and education. Cross-border payment volume continues to be heavily impacted by the decline in travel as a result of the
COVID-19
pandemic. International cross-border transaction revenue represent a significant part of our revenue; international regulations and restrictions that inhibit cross-border travel and relocation of international students have had and may continue to have a material impact on our business. In addition, we may experience financial losses due to a number of operational factors, including:
third party disruptions, including potential outages at network providers and other suppliers;
challenges to the availability and reliability of our network due to changes to normal operations, including the possibility of one or more clusters of
COVID-19
cases occurring at our suppliers’ data centers, affecting our FlyMates, or affecting the systems or employees of our clients or business partners;
increased cyber and payment fraud risk related to the
COVID-19
pandemic, as cybercriminals attempt DDoS related attacks, phishing scams and other disruptive actions, given the shift to online banking,
e-commerce
and other online activity, as well as more employees working remotely as a result of the outbreak; and
additional regulatory requirements, including, for example, government initiatives or requests to reduce or eliminate payment fees or other costs.
We adopted measures to modify our business practices and reduce operating expenses during the first half of 2020 in response to the
COVID-19
pandemic, including a reduction in our workforce, delaying hiring plans, restricting travel,
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lowering marketing spend and the use of external resources. These measures may have slowed our growth while in effect. Although we began increasing our operating expense since such time, the impact from the
COVID-19
pandemic on our business, results of operations and financial condition in the longer term remains difficult to predict.
Our offices are currently open, at limited capacity, as allowed under state and local orders. While we have implemented what we believe to be a comprehensive protocol to ensure the safety and wellbeing of employees returning to the office, including daily health screenings, physical changes to our floor layout, and required proper personal protection equipment, these protocols may not be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.
Our clients and their customers who are affected by the ongoing
COVID-19
pandemic may continue to demonstrate changed behavior even after the
COVID-19
outbreak has subsided. For example, colleges and universities may continue to rely on virtual courses as students may be hesitant to return to full social interaction, and we may continue to see reduced payment volume as economic worries continue, all of which may have adverse implications for our business. In addition, many of our clients who have historically depended upon a steady flow of international students (e.g., language schools) may have curtailed or suspended operations, or permanently closed. In our business model, we function as a merchant of record in connection with the receipt of payments by our clients’ customers, which subjects us to chargeback risk in the event a client’s customer cancels or otherwise does not receive the services for which such customer paid. Although our client contracts allow us to pass that chargeback risk to our client, if the client has gone out of business, we may be unable to collect on the chargeback and will bear the economic loss, which will negatively impact our business.
As a result, we may continue to experience materially adverse impacts to our business as a result of the global economic impact of
COVID-19,
including lower domestic and cross border spending trends, the availability of credit, adverse impacts on our liquidity, and any recessionary conditions that persist, and exacerbate many of the other known risks described in this “Risk Factors” section.

We may experience quarterly fluctuations in our operating results, as well as our key metrics, due to a number of factors which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our operating results, and key metrics, may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a

period-to-period
basis may not be meaningful. Our past results should not be relied on as an indication of our future performance. If our revenueoperating results or operating resultskey metrics fall below the expectations of investors or securities analysts or below any guidance we may provide to the market, the price of our common stock could decline substantially.

Our operating results have varied in the past and are expected to continue to do so in the future. In addition to other risk factors listed in this section titled “Risk Factors” section,, factors that may affect our quarterly operating results, business and financial condition include the following:

•
demand for our solutions and the number, volume and timing of payments processed;
•
timing of tuition payments;
•
government restrictions or related limitations on the issuances of visas;
•
market acceptance of our current and future solutions;
•
our revenue mix in a particular quarter;
•
the mix of payment methods and currencies utilized by our clients’ customers in a particular quarter;
•
a slowdown in spending on information technology (IT)IT and software by our current and/or prospective clients;
•
sales cycles and performance of our direct and indirect sales force;
•
budgeting and implementation cycles of our current or potential clients;
•
foreign currency exchange rate fluctuations;
•
the management, performance and expansion of our domestic and international operations;
•
the rate of renewals of contracts with our clients;
•
changes in the competitive dynamics of our markets;
•
our ability to control and predict costs, including our operating expenses;
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•
clients delaying purchasing decisions, including in anticipation of new products or product enhancements by us or our competitors;
•
the seasonality of our business;
•
failure to successfully manage or integrate any acquisitions, including our recent acquisitionacquisitions of Simplee;
WPM, Cohort Go and StudyLink;
•
the outcome or publicity surrounding any pending or threatened lawsuits;
•
general economic and political conditions in our domestic and international markets;markets, including inflation and
fluctuations in supply chains, and restrictions on cross-border travel or commerce;
•
changes in the level of scrutiny applied by regulators and investors on our ESG program;

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•
unexpected events, including those resulting from climate change, international or civil conflicts and wars, or other geopolitical events;
•
expected or actual extended U.S. federal government shutdowns, partisan gridlock that results in the continuing effectsinability of theCongress to take action or changes to government, which among other things could result in increased limitations on visa issuances and impact educational financial aid payments; and
•
global pandemics, such as COVID-19,
pandemic or other public health emergencies and the responses thereto.

In addition, we may in the future experience fluctuations in our gross and operating margins due to changes in the mix of our domestic and international payments and the mix of payment methods, including an increase in the use of credit cards, and currencies used by our clients’ customers to make payments.

Based upon the factors described above and those described elsewhere in this section titled “Risk Factors”, we have a limited ability to forecast the amount and mix of future revenues and expenses, which may cause our operating results to fall below our estimates or the expectations of public market analysts and investors.

We expect our revenue mix to vary over time, which could affect our gross profit, gross margin and results of operations.

We expect our revenue mix to vary over time due to a number of factors. Shifts in our business mix from quarter to quarter could produce substantial variation in revenue recognized. Further, our gross profit, gross margins and results of operations could be affected by changes in revenue mix and costs, together with numerous other factors, including payment methods and currencies, pricing pressure from competitors, increases in credit card usage on our solutions and associated network fees, changes in payment volume across verticals and the portion of such payment volume for which we perform foreign exchange. Any one of these factors or the cumulative effects of certain of these factors may result in significant fluctuations in our gross profit, gross margin and results of operations. This variability and unpredictability could result in our failure to meet internal expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our common stock could decline.

Our business could be adversely affected if our clients or their customers are not satisfied with the timing or quality of implementation services provided by us or our partners.
Our business depends on our ability to satisfy our clients and their customers with respect to our solutions as well as the services that are performed to help our clients and their customers use the features and functions of our solutions. Services are usually performed by Flywire, and are also on occasion provided together with a third-party partner. If our clients or their customers are not satisfied with the functionality of our solutions or the services that we or a third-party partner provide, such dissatisfaction could damage our ability to retain our current clients or expand our clients’ or their customers’ use of our solutions. In addition, any negative publicity and reviews that we may receive which is related to our client relationships may further damage our business and may invite enhanced regulatory scrutiny at the federal and state level in the United States as well as internationally.
Our financial and operating results are subject to seasonality and cyclicality.
Our financial and operational results are subject to seasonal trends. For example, the volume of education tuition processed typically increases in the northern hemisphere during the summer and early fall months, as well as at year end, as students and their families seek to pay tuition costs for the fall semester, the entire academic year, or the spring semester, respectively. We expect this seasonality of education tuition processing to continue and expect it to impact the amount of processing fees that we earn in a particular fiscal quarter and the level of expenses we incur to generate tuition payment volume and process the higher volume activity. During the
COVID-19
pandemic, we initially observed an increasing trend of education institutions delaying tuition invoicing or extending dates for payment due to uncertainties in the academic calendar,
on-campus
classes or remote learning planning, as well as relief being offered to families experiencing financial challenges. However, with the increase in availability of vaccines educational institutions are returning to their normal billing cycles and payment due dates. Many higher education institutions are mandating full vaccination to promote normal operations and allowing students from abroad to return to their facilities. Similarly, subsectors of our travel client portfolio will experience increased seasonality as many of our travel clients depend upon advance planning for vacation or holiday travel, which has been hampered by the ongoing
COVID-19
pandemic and the regulatory responses to the pandemic.
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Certain of our key performance indicators are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We track certain key performance indicators, including metrics such as total payment volume, revenue less ancillary services, adjusted gross margin and adjusted EBITDA, with internal systems and tools and which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our key performance indicators, including the metrics we publicly disclose, or our estimates. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring these metrics across our growing client base. If our key performance indicators are not accurate representations of our business, or if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and financial results could be adversely affected.

If our efforts to attract new clients and increase the number of our clients’ customers that use our solutions are unsuccessful, our revenue growth and operating results will be adversely affected.

Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our efforts to attract new clients and increase the number of our clients’ customers that use our solutions. While we intend to dedicate resources to attracting new clients and increasing the number of our clients’ customers that use our solutions, our ability to do so depends in large part on the success of these efforts and the success of the marketing channels we use to promote our solutions. Our marketing channels include search engine optimization, search engine marketing, account-based direct marketing campaigns, industry events and association marketing relationships. If any of our current marketing channels become less effective, if we are unable to continue to use any of these channels, if the cost of using these channels were to significantly increase or if we are not successful in generating new channels, we may not be able to attract new clients in a cost-effective manner or increase the number of our clients’ customers that use our solutions. If we are unable to recover our marketing costs through increases in the number of clients and in the number of our clients’ customers that use our solutions, or if we discontinue our marketing efforts, it could have a material adverse effect on our business, prospects, results of operations, and financial condition.

If we are unable to expand our direct and channel sales capabilities, grow our marketing reach and increase sales productivity, we may not be able to generate increased revenues.

We believe that our future growth will depend on the continued development of our direct sales force and its ability to obtain new clients and to manage our existing client base. Our ability to increase our client base and achieve broader market acceptance of our solutions will depend to a significant extent on our ability to expand our sales and marketing organizations, and to deploy our sales and marketing resources efficiently. We intend to continue to increase our number of direct sales professionals and to expand our relationships with new strategic channel partners. These efforts will require us to invest significant financial and other resources. New hires require training and take time to achieve full productivity. Similarly, new channel partnerships often take time to develop and may never yield results, as they require new partners to understand the services and solutions we offer, and how to position our value within the market. We cannot be certain that recent and future new hires or partner relationships will become as productive as necessary or that we will be able to hire enough qualified individuals or build effective channel sales in the future. If we are unable to hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing sales personnel are unable to achieve desired

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productivity levels, or if our sales, channel strategy and marketing programs and advertising are not effective, we may not be able to expand our business and grow our revenue, which may harm our business, operating results and financial condition.

Our business could be adversely affected if our clients or their customers are not satisfied with the timing or quality of implementation services provided by us or our partners.

Our business depends on our ability to satisfy our clients and their customers with respect to our solutions as well as the services that are performed to help our clients and their customers use the features and functions of our solutions. Services are usually performed by us, and are also on occasion provided together with a third-party partner. If our clients or their customers are not satisfied with the functionality of our solutions or the services that we or a third-party partner provide, such dissatisfaction could damage our ability to retain our current clients or expand our clients’ or their customers’ use of our solutions. In addition, any negative publicity and reviews that we may receive which is related to our client relationships may further damage our business and may invite enhanced regulatory scrutiny at the federal and state level in the United States as well as internationally.

Our financial and operating results are subject to seasonality and cyclicality.

Our financial and operating results are subject to seasonal trends. For example, the volume of education tuition processed typically increases in the northern hemisphere during the summer and early fall months, as well as at year end, as students and their families seek to pay tuition costs for the fall semester, the spring semester, or the entire academic year, respectively. We expect this seasonality of education tuition processing to continue and expect it to impact the amount of processing fees that we earn and the level of expenses we incur to generate tuition payment volume and process the higher volume activity in a particular fiscal quarter.

We are exposed to fluctuations in foreign currency exchange rates that could materially and adversely affect our results of operations.

A majority of the total payment volume we have historically processed is cross-border payments denominated in many foreign currencies, which subjects us to foreign currency risk. The strengthening or weakening of the U.S. dollar versus these foreign currencies impacts the translation of our net revenues generated in these foreign currencies into the U.S. dollar. For example, as the U.S. Dollar weakened against several currencies, including the British Pound, relative to the same quarter in the prior year, these foreign exchange impacts increased our reported revenue in U.S. Dollars by approximately $0.2 million compared to the quarter ended March 31, 2023 on a constant currency basis. In connection with providing our solutions in multiple currencies, we may face financial exposure if we are unable to implement appropriate hedging strategies, negotiate beneficial foreign exchange rates, or as a result of fluctuations in foreign exchange rates between the times that we set them. We also have foreign exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. We also incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of our expenses being higher which may not be offset by additional revenue earned in the local currency. This could have a negative impact on our reported results of operations.

Periods of instability in the Eurozone, including fears of sovereign debt defaults, and stagnant growth generally, and of certain Eurozone member states in particular, have resulted in concerns regarding the suitability of a shared currency for the region, which could lead to the reintroduction of individual currencies for member states. If this were to occur, Euro-denominated assets and liabilities would be re-denominated to such individual currencies, which could result in a mismatch in the values of assets and liabilities and expose us to additional currency risks.

As our international operations continue to operate and grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk, such as using foreign currency forward and option contracts to hedge certain exposures to fluctuations in foreign currency exchange rates. Our use of such hedging practices may not offset any, or more than a portion, of the adverse effects of unfavorable movements in foreign exchange rates. In addition, currency fluctuations or a weakening U.S. dollar can increase the costs of our international operations, and the strengthening U.S. dollar could slow international demand as solutions priced in the U.S. dollar become more expensive.

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Certain of our key performance indicators are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We track certain key performance indicators, including metrics such as total payment volume, revenue less ancillary services, adjusted gross profit, adjusted gross margin and adjusted EBITDA, with internal systems and tools and which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our key performance indicators, including the metrics we publicly disclose, or our estimates. If the internal systems and tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring these metrics across our growing client base. If our key performance indicators are not accurate representations of our business, or if investors, clients or other stakeholders do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our operating and financial results could be adversely affected.

Our business depends, in large part, on our proprietary network of global, regional and local banking partners.

To grow our business, we will need to maintain and expand our network of global, regional and local banking partners. Our proprietary network of strategic relationships with global, regional and local banking partners is a material asset to our business, which took more than a decade to build. Establishing and maintaining our strategic partner relationships, particularly with our banking partners entails extensive and highly specific efforts, with little predictability and various ancillary requirements. These partners and suppliers have contractual and regulatory requirements and conditions that we must satisfy and continue to comply with in order to continue and grow the relationships. For example, our financial institution partners generally require us to submit to an exhaustive security audit including adherence to anti-money laundering (AML)AML policies and “know your customer”know-your customer (KYC) procedures. If we are not able to comply with those obligations or if our agreements with our banking partners or our network partners are terminated for any reason, we could experience service interruptions as well as delays and additional expenses in arranging new services, potentially interfering with our existing client relationships or making us less attractive to potential new clients.

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In addition, our existing banking partners may at any time and from time to time cease serving certain categories of Contents

payments due to perceived risk or similar reasons as well as payments originating from, or being paid to, certain high risk jurisdictions. These partners may also impose additional requirements on Flywire, or with respect to their own internal procedures, as a condition of processing such payments in partnership with us. If we cease to be able to process payments from corridors or within certain of our verticals, or we are unable to comply with new requirements or only at considerable expense, our client relationships and ability to grow our revenue could be adversely affected.

Instability and volatility in the banking and financial services sectors, including bank failures, have increased and may in the future increase uncertainty in the global economy and the risk of a global recession. Volatility in the banking and financial services sectors may adversely impact our bank partnerships and could negatively impact our business. We may face difficulty establishing or maintaining banking relationships due to instability in the global banking system and increasing regulatory uncertainty and scrutiny. If these financial institutions are subject to suspension of operations, receivership, closure or similar action, or if our banking relationships become severely limited or unavailable in a certain country, there could be temporary delays in or unavailability of services in such country that are critical to our or our clients' operations. This could potentially lead to reduced use of our platform and lower payment volume which may adversely impact our business, operating results, and financial condition.

We may not be able to attract new network partners to our existing network of global, regional and local banking partners, which could adversely affect our ability to expand to additional countries and territories and transact in additional currencies. In addition, our potential partners may choose to work with our competitors’ or choose to compete with our solutions directly, which could have an adverse effect on our business, financial position, and operating results. Further, many of our network partners have greater resources than we do and could choose to develop their own solutions to replace or compete with ours. If we are unsuccessful in establishing, growing, or maintaining our relationships with network partners, our ability to compete or to grow our revenue could be impaired, and our results of operations may suffer.

Our growth depends in part on the success of our relationships with other

(non-banking)
third parties.

We have established relationships with a number of other companies, including financial institutions, processors, other financial services suppliers, channel sales partners, providers of electronic health records (EHR) services,

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implementation partners, technology and cloud-based hosting providers, and others. In order to grow our business, we will need to continue to establish and maintain relationships with these types of third parties, and negotiating and documenting relationships with them requires significant time and resources. Our competitors may be more effective in providing incentives to third parties to favor their products or services. If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenues could be impaired and our operating results could suffer. Even if we are successful in our strategic relationships are successful, we cannot assure you that these relationships will result in increased client usage of our solutions or increased revenues.

The markets in which we participate are competitive, and if we do not compete effectively, our operating results could be harmed.

The market for payments solutions is fragmented, competitive, and constantly evolving. Our competitors range from legacy payment methods, such as traditional bank wires, to integrated payment providers that focus on cross-border payments. With the introduction of new technologies and market entrants, we expect that the competitive environment will remain intense going forward. Our competitors that offer legacy payment methods or integrated cross-border payment platforms may develop products that compete with ours. Financial institutions that choose to enter into and compete in our market may have the operating flexibility to bundle competing solutions with other offerings, including offering them at a lower price or for no additional cost to clients as part of a larger sale. In addition, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships, or strategic relationships. Many of our domestic and foreign competitors have greater resources, experience or more developed customer relationships than we do. For example, foreign competitors may seek to leverage local or common language relationships to cater to potential customers of our clients. There are new market entrants with innovative revenue sharing and other pricing arrangements that are able to attract customers that we compete to serve. Our competitors vary in size, breadth, and scope of the solutions offered. Some of our competitors and potential competitors have greater name recognition, longer operating histories, more established client relationships, larger marketing budgets, and greater resources than us. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and client requirements. For example, an existing competitor or new entrant could introduce new technology that reduces demand for our solutions.

For these reasons, we may not be able to compete successfully against our current or future competitors, and this competition could result in the failure of our solutions to continue to achieve or maintain market acceptance, any of which would harm our business, operating results, and financial condition.

Our estimates of market opportunity and our ability to capture a meaningful share of this payment volume may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Our market opportunity estimates, including those we have generated ourselves and our ability to capture a meaningful share of this payment volume, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any payment volumes covered by our market opportunity estimates will materialize in clients using our solutions as anticipated or generate any particular level of revenue for us. Any expansion in our market depends on a number of factors, including the cost, performance, and perceived value associated with our business and those of our competitors. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

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Our clients in the education sector may be adversely affected by decreases in enrollment, pressure on tuition costs, or increased operating expenses, which may reduce demand for our solutions.

We are reliant on our education clients, including colleges, universities and other education-related organizations that include language schools, boarding schools, summer programs, and others, to drive enrollment at their schools and maintain tuition costs. Factors outside of our control will affect enrollments and tuition costs, including the following:

•
Reduced enrollment in higher education due to lack of funding.funding, increases to cost of attendance or other inflationary pressure. Some institutes of higher education may close or merge with other colleges and universities. Significant reductions in student funding, through grants or loans, may reduce enrollments and decrease the payment volume we process.
Potential students may also be deterred by increases in the cost of attendance.

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•
Government supported institutions may experience losses or reduction in public funding. Many of our clients rely considerably upon public funding or support, which may not always be available due to budget constraints.
•
NegativeChanging perceptions about
in-person
classes. Students may reject the opportunity to attend courses in person, when online or virtual classes are offered as an option, due to the ongoing
COVID-19
pandemicgrowing familiarity and perceived convenience of remote learning or a lower price point for online classes.
•
Our clients’ rankings, reputation and marketing efforts strongly affect enrollments, none of which we control. If we fail to maintain or add clients with strong, stable reputations and rankings, they will fail to achieve consistent enrollments.
•
Declines in international student enrollment. The
COVID-19
pandemicGlobal conflict and restrictions on immigration or increased limitation on the award of student visas (such as those recently announced in Canada and Australia) can negatively impact the cross-border education industry and schools that rely on foreign student populations, will be negatively affected or may cease operations.
•
General economic conditions. Any contraction in the economy could be expected to reduce enrollment in higher education, whether by reducing funding, reducing corporate allowances for continuing education, general reductions in employment or savings or other factors.

International cross-border transaction revenue represents a significant part of our revenue; international regulations and restrictions that inhibit cross-border travel and relocation of international students, as well as ongoing political friction between China and the U.S. that have slowed the growth of Chinese students studying in the U.S. and may have resulted in changes in Chinese student education destinations, have had and may continue to have an impact on our revenue growth. More recently, the Canadian government announced it will set a cap on international student permit applications for the years 2024 and 2025, motivated in part by housing shortages. Australia has also recently delayed the processing of international student visas. This could adversely impact our business, operating results, and financial condition.

In addition, some clients’ customers may find that higher education is an unnecessary investment during uncertain economic times and defer enrollment in educational institutions until the economy grows at a stronger pace, or they may turn to less costly forms of secondary education, thus decreasing our education payment volumes. A significant decrease in the payment volume and resulting revenue from clients and their customers in this market which represents, and is expected to continue to represent for the foreseeable future, a majority of our total payment volume and revenue, would have an adverse effect on our business, operating results and financial condition.

The healthcare industry is rapidly evolving and the market for technology-enabled payment services that empower healthcare clients and their customers is relatively immature and unproven. If we are not successful in promoting the benefits of our solutions, our growth may be limited.

The market for our payment solutions is subject to rapid and significant changes. The market for technology-enabled payment services that empower healthcare clients and their customers is characterized by rapid technological change, new product and service introductions, increasing patient financial responsibility, consumerism and engagement, the ongoing shift to value-based care and reimbursement models, and the entrance of

non-traditional
competitors. In addition, there may be a limited-time opportunity to achieve and maintain a significant share of this market due in part to the rapidly evolving nature of the healthcare and technology industries and the substantial resources available to our existing and potential competitors. The market for technology-enabled payment services that empower healthcare clients and their customers is relatively new and unproven, and it is uncertain whether this market will achieve and sustain high levels of demand and market adoption.

In order to remain competitive, we are continually involved in a number of projects to compete with these new market entrants by developing new solutions, growing our client base and penetrating new markets. Some of these projects include the expansion of our integration capabilities and the expansion of our mobile solutions. These projects carry risks, such as cost overruns, delays in delivery, performance problems and lack of acceptance by our clients. Our integration partners may also decide to develop and offer their own patient engagement solutions that are similar to our solutions. In addition, the decisions we make on allocation of engineering resources, reliance on, integration with or discontinuance of, legacy systems or those acquired in acquisition, or the pace at which we remain technologically current within our internal systems and customer payment platforms, may negatively affect the morale of our engineering teams and the payment experiences our clients wish to feature to their customers. We may lose engineering talent or healthcare clients as a result, which could have a material adverse effect on our business and results of operations.

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Our success depends on providing high-quality payment solutions that healthcare clients use to improve their financial and operational performance, allowallowing them to collect payments and enhance their revenue lifecycle management objectives and which are used and positively received by clients and their customers.objectives. If we cannot adapt to rapidly evolving industry standards and technology and increasingly sophisticated and varied healthcare client and customer payment needs, our existing technology could become undesirable, obsolete or harm our reputation. We must continue to invest significant resources in our personnel and technology in a timely and cost-effective manner in order to enhance our existing solutions and introduce new high-quality solutions that existing clients and potential new clients will want. Our operating results would also suffer if our innovations are not responsive to the needs of our existing clients or potential new clients, are not appropriately timed with market opportunity, are not effectively brought to market or significantly increase our operating

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costs. If our new or modified product and service innovations are not responsive to the preferences of healthcare clients and their customers, emerging industry standards or regulatory changes, are not appropriately timed with market opportunity or are not effectively brought to market, we may lose existing clients or be unable to obtain new clients and our results of operations may suffer.

We believe demand for our payment solutions in the healthcare industry has been driven in large part by more patient responsibility for

out-of-pocket
spend, a trend towards higher deductibles for health care services, increased digitization in payments, and the tailoring of payment offers and increased patient engagement. Our success also depends to a substantial extent on the ability of our solutions to increase the volume of our clients’ customers payments, and our ability to demonstrate the value of our solutions to our clients. If our existing clients do not recognize or acknowledge the benefits of our solutions or our solutions do not drive payment volume, then the market for our solutions might not develop at all, or it might develop more slowly than we expect, either of which could adversely affect our operating results. A significant decrease in the payment volume and resulting revenue from our clients and their customers in the healthcare industry which represents, and is expected to continue to represent for the foreseeable future, our second largest vertical by total payment volume and revenue, may have an adverse effect on our business, operating results and financial condition.

In addition, we have limited insight into trends that might develop and affect our healthcare business. We might make errors in predicting and reacting to relevant business, legal and regulatory trends and healthcare reform, which could harm our business. If any of these events occur, it could materially adversely affect our business, financial condition or results of operations.

Finally, our competitors, including major EHR providers, may have the ability to devote more financial and operational resources than we can to developing new technologies and services, including services that provide improved operating functionality, and adding features to their existing service offerings. Relationships with companies in the electronic health recordsEHR space and business focused on revenue lifecycle management are critical to leverage if we are to add to our healthcare customer portfolio. However, intense competition and rising costs experienced by certain major EHR providers has resulted, in certain cases, in increased financial strain on these businesses, and in at least one notable instance, an action to seek bankruptcy protection. To the extent we have outstanding amounts owed to us by companies that seek bankruptcy protection or cease operations, it may become difficult for us to be paid in full in a timely manner, if at all. Many of these companies may offer products and services similar to ours.ours and may have greater name recognition, longer operating histories, stronger and more dependent client relationships, larger marketing budgets, and greater resources than us. If successful, their development efforts could render our solutions less desirable, resulting in the loss of our existing clients or a reduction in the fees we generate from our solutions.

Our business serving clients in the travel sector may be sensitive to events affecting the travel industry in general.

Events like regional or larger scale conflicts, war or other military conflict,including the conflicts between Russia and Ukraine, and Israel and Hamas, terrorist attacks, mass shooting incidents, natural disasters, such as hurricanes, earthquakes, fires, droughts, floods and volcanic activity, including events resulting from climate change, and travel-related health events, such as the

COVID-19
pandemic, have had a negative impact on the travel industry and affect travelers’ behavior by limiting their ability or willingness to visit certain locations. In addition, the travel industry can be negatively impacted by adverse economic conditions in the United States and globally, including economic slowdown and inflation. We are not in a position to evaluate the net effect of these circumstances on our business as these events are largely unpredictable; however, we believe there has been negative impact to our business due to such events. Furthermore, in the longer term, our business might be negatively affected by financial pressures on or changes to the travel industry. For example, certain jurisdictions, particularly in Europe, have implemented or are considering implementing regulations intended to address the issue of “overtourism” including by restricting access to city centers or popular tourist destinations or limiting accommodation offerings in surrounding areas, such as by restricting construction of new hotels or the renting of homes or apartments. Such regulations could adversely affect travel and the volume of travel related payments that we process for our clients. The United States has implemented or proposed, or is

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considering, various travel restrictions and actions that could affect U.S. trade policy or practices, which could also adversely affect travel to or from the United States. If such events result in a long-term negative impact on the travel industry, such impact could have a material adverse effect on our business. The payment volume and resulting revenue from our travel vertical represents and is expected for the foreseeable future to represent, less than 10% of our total payment volume and revenue.volume. Because we seek to grow the payment volume and the revenue from this vertical in the future, failure to grow our payment volume and resulting revenue from this industry, may have an adverse effect on our business, operating results and financial condition.

In addition, the U.K’s withdrawal from the E.U. (Brexit), including uncertainty or delays in the implementation of Brexit, could continue to lead to economic uncertainty and have a negative impact on the travel industry and our European business. The U.K. could lose access to the single E.U. market, travel between the U.K, and E.U. countries could be restricted, and we could face new regulatory costs and challenges, the scope of which is presently unknown.

With respect to the

COVID-19
pandemic specifically, our 2020 financial results related to serving our existing travel clients and growing our client base in the travel sector were negatively impacted. Additionally,During the years ended December 31, 2021, 2022 and 2023, we expect the
COVID-19
pandemic, including the emergencewitnessed recoveries in our financial results and spread of variants of
COVID-19,
growth in revenue and payment volumes in our travel payment vertical. While improvements have been noted, sustaining this trend will continue to negatively impact our business beyond 2020, but the extent and duration of such impact in the long term is largely uncertain as it ispart be dependent on future developments that cannot be accurately predicted at this time, including, but not limited to, the severityemergence of variants and transmission rate of the virus,sub-variants, international regulations and restrictions that inhibit cross-border travel, global availability of vaccines and administration of vaccination, the rate of “herd immunity” and the extent and effectiveness of containment actions taken, including mobility restrictions,, and the impact of these and other factors on travel behavior.
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If we are unable to enter or expand new client verticals or sub-verticals, including our relatively new B2B sector,payment vertical, or if our solutions for any new vertical fail to achieve market acceptance, our operating results could be adversely affected and we may be required to reconsider our growth strategy.

Our growth strategy is influenced, in part, on our ability to expand into new client verticals and sub-verticals, including our relatively new B2B payment vertical. The B2B sectorpayment vertical represents a relatively new vertical market for us, and we have limited prior experience with the key ERPenterprise resource planning (ERP) platforms that are critical to the B2B payment vertical. Accordingly, our lack of experience in the B2B payment vertical and with the key ERP platforms may result in operational difficulties, which could cause a delay or failure to integrate and realize the benefits of entering into this vertical. In addition, B2B payments carry a higher risk profile than education or healthcare receivables, and we will be required to devote more resources to manage the increased risk inherent in these payments. Banking and other payment services partners may be more reluctant to support B2B payment flows, and countries with currency controls are less likely to permit payments of a B2B nature. The payment volume and resulting revenue from our B2B payment vertical represents, and is expected for the foreseeable future to represent, less than 10% of our total payment volume and revenue. We expect both the payment volume and the revenue from this vertical to grow over time. As such, failure to grow our payment volume and resulting revenue from our B2B payment vertical may have an adverse effect on our business, operating results and financial condition.

We may be unable to identify new verticals or sub-verticals that meet our criteria for selecting industries that our solutions are ideally suited to address. In addition, our market validation process may not support entry into selected verticals due to our perception of the overall market opportunity or of the willingness of market participants within those verticals to adopt our solutions.

Even if we choose to enter new verticals or sub-verticals, our market validation process does not guarantee our success. We may be unable to tailor our solutions for a new vertical or, in the event that we enter a new vertical by way of a strategic acquisition, we may be unable to leverage the acquired platform in time to take advantage of the identified market opportunity, and any delay in our

time-to-market
could expose us to additional competition or other factors that could impede our success. In addition, any solution we develop or acquire for a new vertical may not provide the functionality required by potential clients or their customers and, as a result, may not achieve widespread market acceptance within the new vertical. To the extent we choose to enter new verticals, whether organically or via strategic acquisition, we may invest significant resources to develop and expand the functionality of our solutions to meet the needs of customers in those verticals, which investments will occur in advance of our realization of revenue from them.

Consolidation in the payment processing or enablement industry could have a material adverse effect on our business, financial condition and results of operations.

Many payment processing or enablement industry participants are consolidating to create larger and more integrated financial processing systems with greater market power. We expect regulatory and economic conditions to result in additional consolidation in the healthcare industry in the future. As consolidation accelerates, the economies of scale of our clients’ organizations may grow. If a client experiences sizable growth following consolidation, it may determine that it no longer needs to rely on us and may reduce its demand for our solutions. In addition, as payment processing providers consolidate to create larger and more integrated systems with greater market power, these providers may try to use their market power to negotiate fee reductions for our solutions. Finally, consolidation may also result in the acquisition or future development by our clients of products and services that compete with our solutions. Any of these

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potential results of consolidation could have a material adverse effect on our business, financial condition and results of operations.

We may be adversely affected by global economic and political instability.

As we seek to continue to operate and expand our business, our overall performance will depend in part on worldwide economic and geopolitical conditions. Economies domestically and internationally have been affected from time to time by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, employment pressures in services sectors, volatility in the banking ecosystem or credit, equity and foreign exchange markets, bankruptcies, as well as war, terrorist activity, political or social unrest, civil strife and other geopolitical uncertainty, including the effects of ongoing United States-China and Canada-India diplomatic and trade friction, and the resulting impact on business continuity and travel, supply chain disruptions, inflation, security issues, and overall uncertainty with respect to the economy, including with respect to tariff and trade issues. To the extent that inflationary pressures and other global factors lead to an economic recession, demand for our solutions, our business and financial condition could be negatively impacted. In addition, from time to time we have reduced expenses and needed to restructure or reorganize certain portions of our operations in order to align our business with market conditions and our strategies, any of which can result in near term expense and harm to our growth prospects.

For example, on February 24, 2022, Russian military forces invaded Ukraine, and continued conflict and disruption in the region is likely, and on October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. On October 8, 2023, Israel formally declared war on Hamas, and thereafter commenced military operations against Hamas in Gaza and the armed conflict is ongoing as of the date of this filing, with Israel and Iran recently exchanging missile attacks. Although the length, impact and outcome of the ongoing conflicts in Ukraine and Israel are highly unpredictable, these conflicts could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as an increase in cyberattacks and espionage.

We are actively monitoring the situations in Ukraine and Israel and assessing any potential impact on our business, but to date have not experienced any material impact. We have no way to predict the progress or outcome of the conflicts in Ukraine and Israel as the conflicts, and any resulting government reactions, continue to develop beyond our control and can quickly change. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time. As the adverse effects of these conflicts continue to develop and potentially spread, both in Europe, the Middle East and through the rest of the world, our customers, and customer behavior, may be negatively impacted, which could negatively affect sales and sales cycles and overall demand for our solutions. Further or prolonged impacts on the global economy could also cause businesses to curtail business expenses, which could hinder our ability to attract new clients or result in a decrease in payment volume. It is not possible to predict the ultimate broader consequences of these conflicts and any of the abovementioned factors could have a material adverse effect on our business, financial condition and results of operations, particularly to the extent the conflict escalates to involve additional countries, further economic sanctions and wider military conflicts. Any such disruptions could also magnify the impact of other risks described in this Quarterly Report on Form 10-Q.

In addition, political instability or adverse political developments and new or continued economic deterioration in any of the countries in which we operate could harm our business, results of operations and financial condition.

Inflation and interest rate increases have and may in the future result in decreased demand for our solutions, increases in our operating costs including our labor costs, constrained credit and liquidity, and volatility in financial markets and the banking ecosystem. During 2023, the United States Federal Reserve raised, and may in the future raise, interest rates in response to concerns over inflation risk. There continues to be uncertainty in the changing market and economic conditions, including the possibility of additional measures that could be taken by the Federal Reserve and other government agencies, related to concerns over inflation risk. A sharp rise in interest rates could have an adverse impact on the fair market value of securities we may invest in as part of our portfolio investments, which could adversely affect our financial results. In addition, 2024 is a presidential election year in the U.S., and political conditions may contribute to economic uncertainty or volatility, irrespective of electoral outcomes, which could adversely affect our business, results of operations and financial condition.

We have an office in Tel Aviv, Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect our operations.

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Because we have an office in Tel Aviv, Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

On October 7, 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. On October 8, 2023, Israel formally declared war on Hamas, and thereafter commenced military operations against Hamas in Gaza and the armed conflict is ongoing as of the date of this filing, and has resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Moreover, the clash between Israel and Hezbollah in Lebanon, and the drone attacks by Iran on Israel and Israel’s military response, may escalate in the future into a greater regional conflict.

Although we currently do not expect the ongoing conflict to materially affect our business, financial condition and results of operations, there can be no assurances that further unforeseen events will not have a material adverse effect on our business, financial condition and results of operations in the future.

The Israel Defense Force (IDF), the national military of Israel, is a conscripted military service, subject to certain exceptions. Since October 7, 2023, the IDF has called up more than 350,000 of its reserve forces to serve. It is possible that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party outsourcing, for example, may have unintended negative effects and adversely impact our business, financial condition and results of operations.

Shelter-in-place and work-from-home measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily disrupt our employees’ ability to effectively perform their daily tasks.

It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

Risks Related to Our Operations

We may not be able to scale our business quickly enough to meet our growing client base, and if we are not able to grow efficiently, our operating results could be harmed.

As usage of our solutions growgrows and we sign additional clients and technology partners, we will need to devote additional resources to improving and maintaining our infrastructure and global payments network and integrating with third-party applications to maintain the performance of our solutions. In addition, we will need to appropriately scale our internal business systems, including client support, our 24x7 assistancemultilingual support to clients’ customers and risk and compliance operations, to serve our growing client base.

Any failure of or delay in these efforts could result in interruptions to our solutions, impaired system performance, and reduced client satisfaction, resulting in decreased sales to clients, lower renewal rates by existing clients, the issuance of service credits, or requested refunds, all of which could hurt our revenue growth. If sustained or repeated, these performance issues could reduce the attractiveness of our solutions to clients and their customers and could result in lost client opportunities and lower renewal rates, any of which could hurt our revenue growth, client loyalty, and our reputation. Even if we are successful in these efforts to scale our business, they will be expensive and complex, and require the dedication of significant management time and attention. We could also face inefficiencies or service disruptions as a result of our efforts to scale our internal infrastructure. We cannot be sure that the expansion and improvements to our internal infrastructure will be effectively implemented on a timely basis, if at all, and such failures could adversely affect our business, operating results, and financial condition.

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We enable the transfer of large sums of funds to our clients daily, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results.

For the year ended December 31, 2020,2023, we processed over $7.5$24.0 billion in payments on our solutions, compared to approximately $5.8$18.1 billion for the year ended December 31, 2019.2022. For the sixthree months ended June 30, 2021,March 31, 2024, we processed approximately $4.8$7.0 billion in payments on our solutions. We have grown rapidly and seek to continue to grow, and our business is subject to the risk of financial losses as a result of chargebacks for client-related losses, credit losses, operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors in our solutions. As a provider of accounts receivable and other payment solutions, we enable the transfer of funds to our clients from their customers. Software errors in our solutions, including as a result of ordinary course updates to our software and systems, and operational errors by our FlyMates and business partners may also expose us to losses.

In our business model, subject to certain exceptions, we function as a merchant of record in connection with the receipt of payments by our clients’ customers, which subjects us to chargeback risk in the event a client’s customer cancels or otherwise does not receive the services for which such customer paid. Although our client contracts allow us to pass such chargeback risk to our client, if a client has gone out of business, we are unable to collect on the chargeback and will bear the economic loss, which can negatively impact our business.

Moreover, our trustworthiness and reputation are fundamental to our business. As a global payments enablement and software company, the occurrence of any credit losses, operational errors, software defects, service disruption, employee misconduct, security breaches, or other similar actions or errors in our solutions could result in financial losses to our business and our clients, loss of trust, damage to our reputation, or termination of our agreements with strategic partners, each of which could result in:

•
loss of clients or a reduction in use of our solutions by our clients’ customers;
•
lost or delayed market acceptance and acquisition of new clients;
•
legal claims against us;
•
regulatory enforcement action; or
•
diversion of our resources, including through increased service expenses or financial concessions, and increased insurance costs.

There can be no assurance that the insurance we maintain to cover losses resulting from our errors and omissions will cover all losses or our coverage will be sufficient to cover our losses. If we suffer significant losses or reputational harm as a result, our business, operating results, and financial condition could be adversely affected.

Our management of our operating funds and client funds may be reliant on a limited number of our banking partners and other financial institutions.

As to certain verticals that we may choose to serve, as well as in selected geographical locations, our network of banking and other financial institution partners may be limited. As a result, although we seek to distribute financial and credit risk among multiple financial institutions, from time to time there may be a concentration of operating funds or client fund flows among a more limited number of financial institution partners. These partners are generally heavily regulated by national and local governments, and in some locations may be involved in a multitude of related businesses or part of larger, higher-profile financial conglomerates. These partners and suppliers are often subject to strict regulatory requirements and enforcement actions or may experience failures to satisfy capital adequacy conditions that result in a suspension of operations, seizure of assets or closure, which could materially impact the safeguarding of our operating funds or client funds. If we are not able to access our own funds or if client funds were in any way impacted, we could be adversely impacted, including by experiencing reputational damage and claims for restitution, potentially interfering with our existing client relationships or making us less attractive to potential new clients.

Volatility in the banking and financial services ecosystems may impact our bank partnerships and relationships, which could adversely affect our operations and liquidity.

Instability and volatility in the banking and financial services ecosystems, including limited liquidity, defaults, non-performance or other adverse developments that affect the banking ecosystem, or concerns or rumors about any such events or other similar risks, has and may in the future increase uncertainty in the global economy and the risk of a

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recession. Volatility in the banking and financial services sectors may impact our bank partnerships and relationships, which could adversely affect our operations and liquidity.

Our cash equivalents include money market funds, which are AAA-rated and comprised of liquid, high-quality debt securities issued by the U.S. government. Our access to our cash and cash equivalents and client funds could be significantly impacted in volatile markets given our concentration in government money market funds or impaired by the financial institutions with which we have arrangements directly, if such financial institutions are facing liquidity constraints or failures. We regularly maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. A failure of a depository institution to return these deposits, or if a depository institution is subject to other adverse conditions in the financial or credit markets, could further impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity, financial performance and ability to recover or repay client funds. If one or more of our bank partners were to fail and enter receivership proceedings, we may not be able to withdraw our or our clients' funds in excess of FDIC insurance limits, or may not be able to withdraw such funds in a timely manner, which could adversely affect our brand, business and results of operations, and may lead to regulatory or other claims or litigation, which may be costly to address.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any material decline in available funding or our ability to access our cash and cash equivalents could adversely impact our ability to meet our operating expenses, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws, any of which could have material adverse impacts on our operations and liquidity.

If we are unable to maintain or expand our ability to offer a variety of local and international payment methods for our clients to make available to their customers, or if we fail to continue to grow and develop preferred payment choices, our business may be materially and adversely affected.

The continued growth and development of our proprietary global payments network will also depend on our ability to anticipate and adapt to changes in client and customer behavior. For example, behavior may change regarding the use of credit and debit card transactions, including the relative increased use of cash, crypto-currencies, other emerging or alternative payment methods and credit card systems that may include strong regional preferences that we or our processing partners do not adequately support. Any failure to timely integrate emerging payment methods into our solutions, anticipate behavior changes, or contract with payment processing partners that support such emerging payment technologies could cause our clients to use our solutions less, resulting in a corresponding loss of revenue, in the event such methods become popular among their customers.

The number and variety of the payment methods we offer or currencies we are able to service may not meet client expectations, or the costs borne by our clients’ customers in completing payments may become unsuitable. Accordingly, we may need to change our pricing strategies or reduce our prices, which could harm our revenue, gross profits,profit, and operating results.

We utilize a number of payment providers to clear and settle transactions for our clients, including payments providers such as China UnionPay Co. Ltd. and Adyen N.V. If the services provided by these partners become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, or due to regulatory restrictions or for any other reason, our expenses could increase and our ability to process certain payments could be materially interrupted, all of which could harm our business, financial condition, and results of operations. In addition, our agreements with these providers include certain terms and conditions. These providers have broad discretion to change their terms of service and other policies with respect to our business, and those changes may be unfavorable to us. Therefore, we believe that maintaining successful partnerships with these payment providers is critical to our success.

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We, our strategic partners and our clients obtain and process large amounts of personal and sensitive data. Any real or perceived improper or unauthorized use of, disclosure of, or access to such data could harm our reputation as a trusted brand, as well as have a material adverse effect on our business.

We, our strategic partners and our clients, and the third-party vendors that we use, obtain and process large amounts of sensitive data, including personally identifiable information, also referred to as “personal data,” and other potentially sensitive data related to our clients, their customers and each of their transactions, as well as a variety of such data relating to our own workforce and internal operations. We face risks, including to our reputation as a trusted brand, in

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the handling and protection of this data, and these risks will increase as our business continues to expand to include new solutions and technologies.

We are responsible for data security for ourselves and for third parties with whom we partner and under the rules and regulations established by the payment networks, such as Visa, Mastercard and American Express, and debit card networks and by industry regulations and standards that may be promulgated by organizations such as the National Automated Clearing House Association (NACHA), which manages the governance of the Automated Clearing House (ACH) network in the United States. These third parties include our distribution partners and other third-party service providers and agents. We and other third parties collect, process, store and/or transmit personal and sensitive data, such as names, addresses, social security numbers, credit or debit card numbers and expiration dates, driver’s license numbers and bank account numbers. We have ultimate liability to the payment networks and to our customers for our failure or the failure of third parties with whom we contract to protect this data in accordance with Payment Card Industry Data Security StandardsStandard (PCI DSS) and network requirements. The loss, destruction or unauthorized modification or disclosure of merchant or cardholder data by us or our contracted third parties could result in significant fines, sanctions, claims, litigation and proceedings or actions against us by the payment networks, governmental entities, clients, client customers or others and damage our reputation.

Similarly, there are existing regulatory regimes designed to protect the privacy of categories of personal or otherwise sensitive data. Relevant U.S. federal privacy laws include the Family Educational Rights and Privacy Act (FERPA), the Gramm-Leach-Bliley Act (GLBA), and the Health Insurance Portability and Accountability Act (HIPAA). We also are subject to stringent contractual obligations relating to the handling of such data, including obligations that are more restrictive than legally required. For example, under HIPAA, the information we collect during the payment experience may include PHI,protected health Information (PHI), and as such, we are considered a “business associate” of the U.S. healthcare clients we serve, and we are required to enter into a business associate agreement (BAA) with these clients. The BAAs largely mirror some of the statutory obligations contained in HIPAA, but many contain additional contractual undertakings that give these clients additional remedies in the event of a breach of our obligations to protect the confidentiality of the client’s PHI or otherwise meet our contractual obligations. Privacy laws impose a variety of compliance burdens on us and our clients, such as requiring notice to individuals of privacy practices, providing individuals with certain rights to prevent the use and disclosure of protected information, and also imposing requirements for safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines. Privacy laws grant audit rights to theour regulators and those of Flywire and our clients. Any unauthorized disclosure of PHI or other data we are obligated to protect by regulation or contract could result in significant fines, sanctions, or requirements to take corrective action thatand could materially adversely affect our reputation and business.

Threats may derive from human error, fraud, or malice on the part of employees or third parties, or from accidental technological failure. For example, certain of our employeesFlyMates have access to personal and sensitive data that could be used to commit identity theft or fraud. Concerns about security increase when we transmit information electronically because such transmissions can be subject to attack, interception, or loss. Also, computer viruses can be distributed and spread rapidly over the Internet and could infiltrate our systems or those of our contracted third parties. Denial of service or other attacks could be launched against us for a variety of purposes, including interfering with our solutions or to create a diversion for other malicious activities. These and other types of actions and attacks could disrupt our delivery of solutions or make them unavailable. Any such actions or attacks against us or our contracted third parties could impugn our reputation, force us to incur significant expenses in remediating the resulting impacts, expose us to uninsured liability, result in the loss of our bank sponsors or our ability to participate in the payment networks, increase our risk of regulatory scrutiny and the costs associated with such scrutiny, subject us to lawsuits, fines or sanctions, distract our management, or increase our costs of doing business.

We and our contracted third parties could be subject to security breaches by hackers. Our encryption of data and other protective measures may not prevent unauthorized access to or use of personal and sensitive data. A breach of a system may subject us to material losses or liability, including payment network fines, assessments and claims for unauthorized purchases with misappropriated credit, debit or card information, impersonation, or other similar fraud claims. A misuse of such data or a cybersecurity breach could harm our reputation and deter clients and their customers from using electronic payments generally and our solutions specifically, thus reducing our revenue. In addition, any such misuse or breach could cause us to incur costs to correct the breaches or failures, expose us to uninsured liability, increase our risk of regulatory scrutiny and the costs associated with such scrutiny, subject us to lawsuits, and result in the imposition of material penalties and fines under state and federal laws or by the payment networks. The insurance coverage we maintain to cover cyber risks may be insufficient to cover all losses. In addition, a significant cybersecurity

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breach of our systems or communications could result in payment networks prohibiting us from processing transactions on their networks or the loss of our bank sponsors that facilitate our participation in the payment networks, either of which could materially impede our ability to conduct business.

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Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to employee or customer data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. Providers

Table of payment and accounts receivable software have frequently been targeted by such attacks. Because of this, we face additional cybersecurity challenges, including threats to our own IT infrastructure or those of our clients, our customers’ clients, and/or third-party providers, that may take a variety of forms ranging from stolen bank accounts, business email compromise, client employee fraud, account takeover, or check fraud, to “mega breaches” targeted against payment and accounts receivable software, which could be initiated by individual or groups of hackers or sophisticated cyber criminals using any of the methods described above. A cybersecurity incident or breach could result in disclosure of confidential information and intellectual property, or cause production downtimes and compromised data. We have in the past experienced cybersecurity incidents of limited scale, and we may in the future experience other data security incidents or breaches affecting personally identifiable information or other confidential business information. We may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to sabotage systems because they change frequently and often are not detected until after an incident has occurred. As we increase our client base and our brand becomes more widely known and recognized, third parties may increasingly seek to compromise our security controls or gain unauthorized access to our sensitive corporate information or our clients’ (or our clients�� customers’) data.Contents

Additionally, it is also possible that unauthorized access to sensitive customer and business data may be obtained through inadequate use of security controls by our customers, suppliers or other vendors. While we are still not currently aware of any impact that the SolarWinds supply chain attack had on our business, this is a recent event, and the scope of the attack is yet unknown.still undetermined. Therefore, there is residual risk that we maycould experience a security breach arising from the SolarWinds supply chain attack.

We have administrative, technical, and physical security measures in place, and we have policies and procedures in place to both evaluate the security protocols and practices of our vendors and to contractually require service providers to whom we disclose personal data to implement and maintain privacy and security measures. However, we cannot provide assurance that the contractual requirements related to security and privacy that we impose on our service providers will be followed, or that those requirements, or our internal measures, will be adequate to prevent the unauthorized use or disclosure of data. If our privacy protection or security measures or those of the previously mentioned third parties are inadequate or are breached as a result of third-party action, employee or contractor error, malfeasance, malware, phishing, hacking attacks, system error, software bugs or defects in our solutions, trickery, process failure, or otherwise, and, as a result, there is improper disclosure of, or someone obtains unauthorized access to or extract funds or sensitive information, including personally identifiable information, on our systems or our partners’ systems, or if we suffer a ransomware or advanced persistent threat attack, or if any of the foregoing is reported or perceived to have occurred, our reputation and business could be damaged. Recent high-profile security breaches and related disclosures of personal and sensitive data by large institutions suggest that the risk of such events is significant, even if privacy protection and security measures are implemented and enforced. If personal or sensitive information is lost or improperly disclosed or threatened to be disclosed, we could incur significant costs associated with remediation and the implementation of additional security measures, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. In addition, we may incur significant liability and financial loss and may be subject to regulatory scrutiny, investigations, proceedings, and penalties.

penalties and our reputation may be harmed. Additional risks will emerge to the extent we incorporate artificial intelligence in our solutions. Artificial intelligence algorithms or automated processing of data may be flawed, and datasets may be insufficient or may use third party artificial intelligence with unclear intellectual property rights or interests. Inappropriate or controversial data practices by us or others could subject us to lawsuits, regulatory investigations, legal and financial liability, or reputational harm. Additionally, our use of artificial intelligence may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents.

Under our terms of service and our contracts with strategic partners and clients, if there is a breach of payment information that we store, we could be liable for their losses and related expenses. Additionally, if our own confidential business information were improperly disclosed, our business could be materially and adversely affected. A core aspect of our business is the reliability and security of our solutions. Any perceived or actual breach of security, regardless of how it occurs or the extent of the breach, could have a significant impact on our reputation as a trusted brand, cause us to lose existing partners or clients, prevent us from obtaining new partners, clients or customers, require us to expend significant funds to remedy problems caused by breaches and implement measures to prevent further breaches, and expose us to legal risk and potential liability including those resulting from governmental or regulatory investigations, class action litigation, and costs associated with remediation, such as fraud monitoring and forensics. Any actual or perceived security breach at a company providing services to us or our clients could have similar effects.

We cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or

co-insurance
requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

Cyberattacks and security vulnerabilities can disrupt our business and harm our competitive position.

Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to employee or customer data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. Providers of payment and accounts receivable software have frequently been targeted by such attacks and due to the wars in the Ukraine and Gaza and continued political uncertainty involving Russia and Ukraine, and Israel and Hamas, respectively, and potentially other regions of Europe and the Middle East, there is an increased likelihood that escalation of tensions could result in cyberattacks that could either directly or indirectly impact our operations. Because of this, we face additional cybersecurity challenges, including threats to our own IT infrastructure or those of our clients, our customers’ clients, and/or third-party providers, that may take a variety of forms ranging from stolen bank accounts, business email

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compromise, client employee fraud, account takeover, or check fraud, to “mega breaches” targeted against payment and accounts receivable software, which could be initiated by individual or groups of hackers or sophisticated cyber criminals using any of the methods described above. A cybersecurity incident or breach could result in disclosure of confidential information and intellectual property, or cause production downtimes and compromised data. We have in the past experienced cybersecurity incidents of limited scale, and we may in the future experience other data security incidents or breaches affecting personally identifiable information or other confidential business information. We may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to sabotage systems because they change frequently and often are not detected until after an incident has occurred. As we increase our client base and our brand becomes more widely known and recognized, third parties may increasingly seek to compromise our security controls or gain unauthorized access to our sensitive corporate information or our clients’ (or our clients’ customers’) data.

In February 2024, Change Healthcare (a part of UnitedHealth Group (UHG)) reported that it had been subject to a cyberattack, which resulted in electronic payments and medical claims not being processed by UHG through its claims clearinghouse. UHG has reported that medical claims processed through its systems are now flowing at more than 85% of pre-incident levels as its systems come back online or providers switch to other methods of submission. However, adverse effects of the cyberattack will continue to impact businesses involved in patient payments – including Flywire. Any continuation of these or other impacts caused by such cyberattacks may negatively affect our financial position, results of operations and cash flows.

Our business policies and internal security controls may not keep pace with these evolving threats. Despite the internal control measures, and security procedures we employ to safeguard our systems, we may still be vulnerable to a security breach, intrusion, or loss or theft of personal or sensitive data, which may harm our business, reputation and future financial results. The lost revenue and containment, remediation, investigation, legal and other costs could be significant and may exceed our insurance policy limits or may not be covered by insurance at all. Further, we may be subject to regulatory enforcement actions and litigation that could result in financial judgments or the payment of settlement amounts and disputes with insurance carriers concerning coverage. In addition, sufficient insurance coverage may become increasingly expensive to maintain as incidents increase globally.

Our risk management efforts may not be effective to prevent fraudulent activities by our customers, employeesFlyMates or other third parties, which could expose us to material financial losses and liability and otherwise harm our business.

Our software provides payment facilitation solutions for a large number of our clients and our clients’their customers. We are responsible for performing know-your-customer (KYC)KYC reviews of our clients, sanctions screening their customers, and monitoring transactions for fraud. We have been and may continue to be targeted by parties who seek to commit acts of financial fraud using techniques such as stolen identities and bank accounts, compromised business email accounts, employee or insider fraud, account takeover, false applications, and fake invoicing. We may suffer losses from acts of financial fraud committed by our clients, our clients’ customers and purported customers, our employeesFlyMates and payment partners or third-parties.

third parties.

The techniques used to perpetrate fraud are continually evolving and we may not be able to identify all risks created by new solutions or functionality. Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to prevent or mitigate the risks we have identified, or to identify additional risks to which we may become subject in the future. Furthermore, our risk management policies, procedures, techniques, and processes may contain errors or our employeesFlyMates or agents may commit mistakes or errors in judgment as a result of which we may suffer large financial losses. The software-driven and highly automated nature of our solutions could enable criminals and those committing fraud to steal significant amounts of money accessing our solutions. As greater numbers of our clients’clients' customers use our solutions, and we serve clients in industries that are at higher risk for fraudulent activity, our exposure to material risk losses from a single client, or from a small number of clients, will increase.

In addition, our clients or their customers may suffer losses from acts of financial fraud by third parties posing as us through account takeover, credential harvesting, use of stolen identities and various other techniques, which could harm our reputation, consume significant time of our compliance, security and client relations teams to investigate and remediate, or prompt us to reimburse our clients for such losses in order to maintain client business relationships.

Our current business, the changing and uncertain economic, geopolitical and regulatory environment, and our anticipated domestic and international growth will continue to place significant demands on our risk management efforts, and compliance efforts. As our business grows and becomes more complex, we will need to continue developing and improving and investing in our existing risk management infrastructure, policies, procedures, techniques, and processes. As techniques used to perpetrate fraud on our solutions evolve, we may need to modify our solutions to mitigate fraud risks.

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As our business grows and becomes more complex, we may be less able to forecast and carry appropriate reserves in our books for fraud related losses. Further, these types of fraudulent activities targeting our solutions can also expose us to civil and criminal liability, governmental and regulatory sanctions as well as potentially cause us to be in breach of our contractual obligations to our clients and partners.

We are exposed to fluctuations in foreign currency exchange rates that could materially and adversely affect our results of operations.
A majority of the total payment volume we have historically processed is cross-border payments denominated in many foreign currencies, which subjects us to foreign currency risk. The strengthening or weakening of the U.S. dollar versus these foreign currencies impacts the translation of our net revenues generated in these foreign currencies into the U.S. dollar. In connection with providing our solutions in multiple currencies, we may face financial exposure if we are unable to implement appropriate hedging strategies, negotiate beneficial foreign exchange rates, or as a result of fluctuations in foreign exchange rates between the times that we set them. We also have foreign exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. We also incur expenses for employee compensation and other operating expenses at
our non-U.S. locations
in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of our expenses being higher which may not be offset by additional revenue earned in the local currency. This could have a negative impact on our reported results of operations.
Periods of instability in the Eurozone, including fears of sovereign debt defaults, and stagnant growth generally, and of certain Eurozone member states in particular, have resulted in concerns regarding the suitability of a shared currency for the region, which could lead to the reintroduction of individual currencies for member states. If this were to occur, Euro-denominated assets and liabilities would be
re-denominated
to such individual currencies, which could result in a mismatch in the values of assets and liabilities and expose us to additional currency risks.
As our international operations continue to grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk, such as using foreign currency forward and option contracts to hedge certain exposures to fluctuations in foreign currency exchange rates. In addition, currency fluctuations or a weakening U.S. dollar can increase the costs of our international operations, and the strengthening U.S. dollar could slow international demand as solutions priced in the U.S. dollar become more expensive.

If we fail to adapt and respond effectively to rapidly and significantly changing technology, evolving industry standards, changing regulations, and changing business needs, requirements, or preferences, or if we fail to continue to grow and develop our payments solutions, our business may be materially and adversely affected.

Our future success depends in large part on the continued growth and development of our payments solutions. If such activities are limited, restricted, curtailed or degraded in any way, or if we fail to continue to grow and develop our payments solutions, our business may be materially and adversely affected. The market for payments enablement solutions is relatively new and subject to changes in technology, regulatory regimes, industry standards, payment methods, regulations and client and customer needs. Rapid and significant technological changes, evolving industry standards, changing regulations and business needs continue to confront the verticals in which we operate, including developments in digital banking, open banking, mobile financial apps, as well as developments in cryptocurrencies and in tokenization (e.g., replacing sensitive data such as payment card information) with symbols (tokens) to keep the data safe), blockchain, and artificial intelligence, including machine learning. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes through methods which include launching new solutions and incorporating new technologies, such as generative artificial intelligence, into our solutions.

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The success of any new product and service, or any enhancements or modifications to existing solutions, depends on several factors, including the timely completion, introduction, and market acceptance of such solutions, enhancements, and modifications. Our engineering and software development teams operate in different locations across the globe (including teams in Valencia, Spain, Cluj, Romania, Chicagothe United States, Israel and Tel Aviv, Israel)Australia), which can create logistical challenges. If we are unable to effectively coordinate with our global technology and development teams to enhance our solutions, add new payment methods or develop new solutions that keep pace with technological and regulatory changes to achieve market acceptance, or if new technologies emerge that are able to deliver competitive solutions that are more effective, secure, convenient or cost effective than our solutions, our business, operating results, and financial condition would be adversely affected. Furthermore, modifications to our existing solutions or technology will increase our technology and development expenses. Any failure of our solutions to operate effectively with existing or future network solutions and technologies could reduce the demand for our solutions, result in clients or clients’ customersclients' customer dissatisfaction and adversely affect our business.

Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information, and personal data.

Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools into our systems for specific use cases reviewed by legal and information security. Our vendors may incorporate generative artificial intelligence tools into their offerings without disclosing this use to us, and the providers of these generative artificial intelligence tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors’ ability to maintain an adequate level of service and experience. If we, our vendors, or our third-party partners experience an actual or perceived breach or privacy or security incident because of the use of generative artificial intelligence, we may lose valuable intellectual property and confidential information and our reputation and the public perception of the effectiveness of our security measures could be harmed. Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Changes to payment card networks fees or rules could harm our business.

We are required to comply with Mastercard, American Express, and Visa payment card network operating rules and the rules of other regional card (such as China UnionpayUnionPay or JCB)Japan Credit Bureau (JCB)) or payment providers, in connection with our solutions. We have agreed to reimburse our merchant acquirers for any fines they are assessed by payment card networks as a result of any rule violations by us. We may also be directly liable to the payment card networks for rule violations. The payment card networks set and interpret the card operating rules. The payment card networks could adopt new operating rules or interpret or reinterpret existing rules that we or our processors might find

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difficult or even impossible to follow, or costly to implement. For example, the card networks could adopt new rules or reinterpret existing rules to substantially modify how we offer credit card payment methods to our clients, or impose new fees or costs (including demanding a cash reserve from Flywire) that could negatively impact our margins. Card networks also could modify security or fraud detection methodologies that could have a downstream impact on our business, and force us to change our solutions, payment experience or security protocols, which may increase our operating costs. We also may seek to introduce other card-related solutions in the future, which would entail additional operating rules. As a result of any violations of rules, new rules being implemented, or increased fees, we could lose our ability to offer certain cards as a payment method to our clients’ customers, or such payments could become prohibitively expensive for us or for our clients. Additionally, from time to time, card networks, including Visa and Mastercard, increase the fees that they charge processors. We could attempt to pass these increases along to our clients and their customers, but this strategy might result in the loss of clients to our competitors who do not pass along the increases. If competitive practices prevent us from passing along the higher fees to our clients and their customers in the future, we may have to absorb all or a portion of such increases, which may increase our operating costs and reduce our profit margins. If we are unable to offer credit cards as a payment method to our clients’ customers, our business would be adversely affected.

If we do not or cannot maintain the compatibility of our solution with evolving software solutions used by our clients, or the interoperability of our solutions with those of our third-party payment providers, payment networks and key software vendors, our business may be materially and adversely affected.

Our solutions integrate with enterprise resource planningERP systems, such as Ellucian Company, L.P. in education, Epic Systems Corporation in healthcare, Rezdy Pty Ltd in travel and Oracle Corporation in B2B payments. We automatically synchronize suppliers, clients, client customers, invoices, and payment transactions between our solutions and these systems. This

two-way
sync eliminates duplicate data entry and provides the basis for managing cash-flow through an integrated solution for accounts receivable, and payments.

In addition, we are subject to certain standard terms and conditions with these partners. These partners have broad discretion to change their terms of service and other policies, and those changes may be unfavorable to us. Therefore, we believe that maintaining successful partnerships with these providers is critical to our future success.

We also rely on our proprietary global payment network comprised of leading global, regional and local banks and technology and payment partners. If we do not or cannot maintain the interoperability of their products or services or the products or our key software vendors that are integral to our solutions, our business may be materially and adversely affected. These third parties periodically update and change their systems, and although we have been able to adapt our solutions to their evolving needs in the past, there can be no guarantee that we will be able to do so in the future. In particular, if we are unable to adapt to such changes, we may not be able to utilize these strategic partners and we may lose access to large numbers of clients as a result.

If any of the third party software providers change the features of their APIs,application programming interfaces (APIs), discontinue their support of such APIs, restrict our access to their APIs, or alter the terms governing their use in a manner that is adverse to our business, we will not be able to provide synchronization capabilities, which could significantly diminish the value of our solutions and harm our business, operating results, and financial condition.

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If we fail to maintain, protect and enhance our brand, our ability to expand our client base will be impaired and our business, operating results, and financial condition may suffer.

We believe that further developing, maintaining, protecting and enhancing the Flywireour brand domestically and on a global basis is important to support the marketing and sale of our existing and future solutions to new clients and to attracting additional and strategic partners. Successfully further developing, maintaining and enhancing our brand will depend largely on the effectiveness of our marketing and demand generation efforts, our ability to provide reliable and seamless solutions that continue to meet the needs of our clients and their customers at competitive prices, our ability to maintain our clients’ trust, our ability to continue to develop new functionality, solutions, and our ability to successfully differentiate solutions from competitive solutions. Our brand promotion activities may not generate client awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, our business could suffer.

The introduction and promotion of new solutions, as well as the promotion of existing solutions, may be partly dependent on our visibility on third-party advertising platforms, such as Google, LinkedIn, Facebook, or X. Changes in the way these platforms operate or changes in their advertising prices, data use practices or other terms could make the maintenance and promotion of our products and services and our brands more expensive or more difficult. If we are

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unable to market and promote our brands on third-party platforms effectively, our ability to acquire new clients would be materially harmed.

Harm to our brand can arise from many sources, including failure by us or our partners and service providers to satisfy expectations of service and quality; inadequate protection or misuse of sensitive information; fraud committed by third parties using our solutions; compliance failures and claims; litigation, regulatory and other claims; errors caused by us or our partners; and misconduct by our partners, service providers, or other counterparties. In addition, negative statements about us can cause and have caused a decline in the market price of our common stock, divert our management’s attention and resources, and could cause other adverse impacts to our business. Partners with whom we maintain relationships could engage in behavior or use their platforms to communicate directly with our clients and their customers in a manner that reflects poorly on our brand and such behavior or communications may adversely affect us. Further, negative publicity or commentary regarding the partners who are, or are perceived to be, affiliated with us may also damage our reputation, even if the negative publicity or commentary is not directly related to us. Any negative publicity about the industries we operate in or our company, the quality and reliability of our solutions, our risk management processes, changes to our products and services, our ability to effectively manage and resolve customer complaints, our privacy, data protection, and information security practices, litigation, regulatory activity, policy positions, and the experience of our customers with us, our products or services could adversely affect our reputation and the confidence in and use of our solutions. If we do not successfully maintain, protect or enhance our brands, our business could be materially and adversely affected.

If we lose key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.

Our success and future growth depend upon the continued services of our management team and other key employees. Our Chief Executive Officer, Michael Massaro, and our President and Chief Operating Officer, Rob Orgel, are critical to our overall management, as well as the continued development of our solutions, strategic partnerships, culture, relationships with financial institutions, and strategic direction. From time to time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could disrupt our business. Our senior management and key employees are employed on

an at-will basis.
We appointed Cosmin Pitigoi as our new Chief Financial Officer effective March 2024. This or other changes in our senior management may be disruptive to our business, and, if we are unable to manage an orderly transition, our business may be adversely affected. We currently have “key person” insurance on our Chief Executive Officer, Michael Massaro, but not for any of the other members of our management team. Certain of our key employees have been with us for a long period of time and have fully vested stock options or other long-term equity incentives that are or may become valuable and will beare publicly tradable uponsubject to Rule 144 limitations, which may reduce the completionincentive for each of an initial public offering.these key employees to remain at our Company. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees or that we would be able to timely replace members of our senior management or other key employees should any of them depart. The loss of our Chief Executive Officer, or our President and Chief Operating Officer, or one or more of our senior management, or other key employees could harm our business, and we may not be able to find adequate replacements.

The failure to attract and retain additional qualified personnel could prevent us from executing our business strategy and growth plans.

To execute our business strategy, we must attract and retain highly qualified personnel. Competition for executive officers, software developers, compliance and risk management personnel and other key employees in our industry and locations is intense and increasing, especially in the U.S., where wage inflation has been increasing. We compete with many other companies for software developers with high levels of experience in designing, developing, and managing payment systems, as well as for skilled legal and compliance and risk operations professionals. Many of the companies with which we compete for experienced personnel have greater resources than we do and can frequently offer such personnel substantially greater compensation than we can offer. If we fail to identify, attract, develop and integrate new personnel, or fail to retain and motivate our current personnel, our growth prospects would be adversely affected.

If we cannot maintain our company culture as we grow, our success and our business may be harmed.

We believe our culture has been a key contributor to our success to date and that the critical nature of the solutions that we provide promotes a sense of greater purpose and fulfillment in our FlyMates. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we grow and develop the infrastructure of a public company, we may find it

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difficult to maintain these important aspects of our culture. If we fail to maintain our company culture, our business and competitive position may be adversely affected.

Our sales cycles may be long and vary.

We devote significant resources to establish relationships with new clients and deepen relationships with existing clients. The sales cycles for sales of our solutions tend to vary depending on the client industry sector which may make forecasting more complex and uncertain.

As

In addition, sales and sale cycles may be based in part or entirely on factors, or perceived factors, not directly related to the features of our solutions, including, among others, a client or prospective client’s projection of business growth, uncertainty about economic conditions (including as a result of increased inflationary conditions, recession concerns and the ongoing

COVID-19
pandemic, many enterprises have limited travel, prohibited in person meetingsescalation of hostilities between Russia and implemented other restrictions that could makeUkraine, and Israel and Hamas), capital budgets, anticipated cost savings from the sales processimplementation of our solution, potential preference for internally-developed software solutions, perceptions about our business and solutions, more lengthyfavorable terms offered by potential competitors, and difficult.
previous technology investments. Mid-market
and large enterprises tend to have more complex operating environments than smaller businesses, making it often more difficult and time-consuming for us to demonstrate the value of our solutions to prospective clients. The decision to use our solutions may also be an enterprise-wide decision, and require us to provide greater levels of education regarding the use and benefits of our solutions, which may result in additional time, effort, and money spent on our sales cycle without any assurance that our efforts will be successful in generating any sales. Often, major hospital systems and national or state
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higher education systems will solicit service offers by issuing requests for proposals (RFPs),RFPs, which are generally a time- and resource-intensive process, with no assurances of being selected as a vendor after the RFP process is completed. Finally,Additionally, large enterprises typically have longer implementation cycles, especially hospital and education systems, require greater product functionality and scalability and a broader range of services, demand that vendors take on a larger share of risks, sometimes require longer testing periods that delay general availability of our solutions, and expect greater payment flexibility from vendors. All of these factors can add further risk to business conducted with these clients. If we fail to realize an expected sale from a large
end-client
in a particular quarter or at all, our business, operating results, and financial condition could be materially and adversely affected.

In addition, we may face unexpected deployment challenges with enterprise clients. It may be difficult to deploy our software solutions if a client has unexpected database, hardware or software technology issues, or if a client insists on a more customized or unique solution that is time intensive or that we have little prior experience in delivering. Decisions on timing of deployments may also be impacted by cost and availability of personnel. Any difficulties or delays in the initial implementation could cause clients to reject our solutions or lead to the delay or

non-receipt
of future orders, in which case our business, operating results and financial condition would be harmed.
Our operating results depend in substantial part on our ability to deliver a successful client experience and persuade our clients to grow their relationship with us over time. As we expect to grow rapidly, our client acquisition costs could outpace our
build-up
of recurring revenue, and we may be unable to reduce our total operating costs through economies of scale such that we are unable to achieve profitability. Any increased or unexpected costs or unanticipated delays, including delays caused by factors outside of our control, could cause our operating results to suffer.

We typically incur significant upfront costs in our client relationships, and if we are unable to develop or grow these relationships over time, we are unlikely to recover these costs and our operating results may suffer.

We devote significant resources to establish relationships with new clients and deepen relationships with existing clients. Our sales cycle for our solutions can be variable, typically ranging from three to nine months from initial contact to contract execution. However, there is potential for our sales cycle to extend beyond three to nine months as a result of the

COVID-19
pandemic and other factors.months. During the period of our sales cycle, our efforts involve educating our clients about the use, technical capabilities and benefits of our solutions. Our operating results depend in substantial part on our ability to deliver a successful client experience and persuade our clients to grow their relationship with us over time. As we expect to grow rapidly, our client acquisition costs could outpace our
build-up
of recurring revenue, and we may be unable to reduce our total operating costs through economies of scale such that we are unable to achieve or maintain profitability. Any increased or unexpected costs or unanticipated delays, including delays caused by factors outside of our control, could cause our operating results to suffer.

If we fail to offer high-quality client support, or if our support is more expensive than anticipated, our business and reputation could suffer.

Our clients and their customers rely on our support services to resolve issues and realize the full benefits provided by our solutions. High-quality support is also important for the expansion of the use of our solutions with existing clients and their customers. We provide multilingual support over chat, email or via telephone. The number of our clients, and the number of their customers utilizing our solutions, has grown significantly and such growth, as well as any future growth, will put additional pressure on our client service organization. If we do not help our clients and their customers quickly resolve issues and provide effective ongoing support, or if our support personnel or methods of providing support are insufficient to meet the needs of our clients and their customers, our ability to retain clients and their customers and acquire new clients and customers could suffer, and our reputation with existing or potential clients could be harmed.

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Providing an exceptional client experience requires significant time and resources from our client service team. Therefore, failure to scale our client service organization adequately may adversely impact our business results and financial condition.

In addition, as we continue to operate and grow our operations and continue to expand to new jurisdictions, we need to be able to provide efficient client service that meets our clients’ needs globally at scale. In geographies where we sell through our indirect sales channel partners, if we are unable to provide a high quality client experience tailored to the language and culture of the applicable jurisdiction, our business operations and reputation may suffer.

We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We have funded our operations since inception primarily through equity and debt financings, sales of our solutions, and fees. We cannot be certain when or if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, and financial condition. If we incur additional debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and the terms of any

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debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests.

Our business could be harmed as a result of the risks associated with our acquisitions.

As part of our business strategy, we have in the past and intend to continue to seek to acquire or invest in businesses, products or technologies that could complement or expand our business, enhance our technical capabilities or otherwise offer growth opportunities by providing us with additional intellectual property, client relationships and geographic coverage. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not such acquisitions are completed. In addition, we can provide no assurances that we will be able to find and identify desirable acquisition targets or that we will be successful in entering into a definitive agreement with any one target. In addition, even if we reach a definitive agreement with a target, there is no assurance that we will complete any future acquisition or if we do acquire additional businesses, we may not be able to integrate them effectively following the acquisition or effectively manage the combined business following the acquisition.

Any acquisitions we undertake or have recently completed, including the acquisitionacquisitions of SimpleeStudyLink in February 2020,November 2023 and Cohort Go in July 2022, will likely be accompanied by business risks which may include, among other things:

•
the effect of the acquisition on our financial andresults, strategic position andor reputation;
•
the failure of an acquisition to result in expected benefits, which may include benefits relating to enhanced revenues, technology, human resources, costs savings, operating efficiencies, goodwill and other synergies;
•
the difficulty, cost and management effort required to integrate the acquired businesses, including costs and delays in implementing common systems and procedures and costs and delays caused by communication difficulties;
•
the assumption of certain known or unknown liabilities of the acquired business, including litigation-related liabilities;
•
the reduction of our cash available for operations and other uses, the increase in amortization expense related to identifiable assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt;
•
a lack of experience in new markets, new geographies, new business culture, products or technologies or an initial dependence on unfamiliar distribution partners;

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•
the possibility that we will pay more than the value we derive from the acquisition;
•
the impairment of relationships with our clients, clients’clients' customers, partners or suppliers or those of the acquired business; and
•
the potential loss of key employees of the acquired business.

These factors could harm our business, results of operations or financial condition.

In addition to the risks commonly encountered in the acquisition of a business or assets as described above, we may also experience risks relating to the challenges and costs of closing a transaction. The risks described above may be exacerbated as a result of managing multiple acquisitions at once.

Systems failures and resulting interruptions in the availability of our solutions could harm our business.

Our systems and those of our service providers and partners have experienced from time to time, and may experience in the future, service interruptions or degradation because of hardware and software defects or malfunctions, distributed

denial-of-service
and other cyberattacks, insider threats, human error, earthquakes, hurricanes, floods, fires, and other natural disasters, including events resulting from climate change, war or other military conflict, including an escalation of the conflicts between Russia and Ukraine, and Israel and Hamas, respectively, power losses, disruptions in telecommunications services, fraud, computer viruses or other malware, or other events. Some of our systems are not fully redundant, and our disaster recovery planning may not be sufficient for all possible outcomes or events. In addition, as a provider of payments solutions targeted to highly regulated clients in industries such as education and healthcare, we are subject to heightened scrutiny by regulators that may require specific business continuity, resiliency and disaster recovery plans, and more rigorous testing of such plans, which may be costly and time-consuming to implement, and may divert our resources from other business priorities.
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A prolonged interruption in the availability, speed, or functionality of our solutions or payment methods could materially harm our business. Frequent or persistent interruptions in our solutions could cause current or potential clients and their customers to believe that our systems are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our solutions, and could permanently harm our reputation and brand. Moreover, if any system failure or similar event results in damages to our clients or their customers and business partners, these clients, customers or partners could seek significant compensation or contractual penalties from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address.

We have undertaken and continue to make certain technology and network upgrades and redundancies which are designed to improve the reliability of our solutions. These efforts are costly and time-consuming, involve significant technical risk and may divert our resources from new features and solutions, and there can be no guarantee that these efforts will succeed. Because we are a regulated payments institution in certain jurisdictions, frequent or persistent interruptions could lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses that we need to operate or prevent or delay us from obtaining additional licenses that may be required for our business.

We use public cloud hosting with Amazon Web Services (AWS) and depend on AWS’ ability to protect their data centers against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, and similar events. Our operations depend on protecting the cloud infrastructure hosted by AWS by maintaining the configuration, architecture, and interconnection specifications, as well as the information stored in these virtual data centers and transmitted by third-party internet service providers. In limited occasions, we have experienced service disruptions in the past, and may experience interruptions or delays in our solutions in the future. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the data storage services we use. Although we have disaster recovery plans that utilize various data storage locations, any incident affecting our data storage or internet service providers’ infrastructure that may be caused by fire, flood, severe storm, earthquake, power loss, telecommunications failures, unauthorized intrusion, computer viruses and disabling devices, natural disasters, war or other military actions,conflict, including an escalation of the conflict between Russia and Ukraine, terrorist attacks, negligence, and other similar events beyond our control could negatively affect our solutions. Any prolonged service disruption affecting our solutions could damage our reputation with current and potential clients, expose us to liability, cause us to lose clients, or otherwise harm our business. In the event of damage or interruption to our solutions, our insurance policies may not adequately compensate us for any losses that we may incur. System

In addition, we may experience financial losses due to a number of factors, including:

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•
third party disruptions, including potential outages at network providers and other suppliers;
•
supply chain impacts, including shortages of goods, raw materials, increased prices or delays in shipment;
•
challenges to the availability and reliability of our network due to changes to normal operations;
•
increased cyber and payment fraud risk, as cybercriminals attempt DDoS related attacks, phishing scams and other disruptive actions, given the shift to online banking, e-commerce and other online activity, as well as more FlyMates working remotely; and
•
system failures or outages, including any potential disruptions due to significantly increased global demand on certain cloud-based systems, during the
COVID-19
pandemic, could compromise our ability to provide our solutions in a timely manner, which could harm our ability to conduct business or delay our financial reporting. Such failures could adversely affect our operating results and financial condition.

Our solutions are accessed by many of our clients and their customers, often at the same time. As we continue to expand the number of clients that we serve and solutions that we are able to offer to our clients and their customers, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. In addition, the failure of data centers, internet service providers, or other third-party service providers to meet our capacity requirements could result in interruptions or delays in access to our solutions or impede our ability to grow our business and scale our operations. If our third-party infrastructure service agreements are terminated, or there is a lapse of service, interruption of internet service provider connectivity, or damage to data centers, we could experience interruptions in access to our solutions as well as delays and additional expense in arranging new facilities and services.

We also rely on components, applications, and services supplied by third parties, including payment service providers and merchant acquirer partners which subjects us to risks. If these third parties experience operational interference or disruptions, breach their agreements with us, fail to perform their obligations and meet our expectations, or experience a cybersecurity incident, our operations could be disrupted or otherwise negatively affected, which could result in client dissatisfaction, regulatory scrutiny, and damage to our reputation and brand, and materially and adversely affect our business.

In addition, we are continually improving and upgrading our systems and technologies. Implementation of new systems and technologies is complex, expensive, and time-consuming. If we fail to timely and successfully implement new systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, this could have an adverse impact on our business, internal controls (including internal controls over financial reporting), results of operations, and financial condition.

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Risks Related to Our Legal, Regulatory and Compliance Landscape

We currently handle cross-border and domestic payments and plan to expand our solutions to new clients, to accept and settle payments in new countries and in new currencies, and to increase our global network to allow us to offer local and alternative payment methods, creating a variety of operational challenges; additionally, our domestic and international operations subject us to increased risks, which could harm our business.

Our business is subject to risks inherent in conducting business globally, including cross-border payments and domestic payments in the U.S.United States and certain other markets. Our handling of domestic and cross-border payments to our clients generates a significant portion of our revenues, with a substantial portion of such revenues coming from payments processed from Asia (including India, China and Korea). We expect that international revenues will continue to account for a significant percentage of total net revenues for the foreseeable future, and that in particular, the proportion of our revenue from Asia will continue to increase. Current events, including the possibility of renegotiated trade deals and international tax law treaties, United States-China and Canada-India diplomatic and trade friction, heightened tensions between China and Taiwan and the escalation of the conflicts between Russia and Ukraine, and Israel and Hamas, respectively, create a level of uncertainty, and potentially increased complexity, for multinational companies. These uncertainties could have a material adverse effect on our business and our results of operations and financial condition. In addition, international operations are subject to various risks which could have a material adverse effect on those operations or our business as a whole, including:

•
foreign currency exchange rate volatility;
•
adverse economic conditions in the United States and globally, including economic slowdown, inflation, recession concerns and the disruption, volatility and tightening of credit and capital markets;

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•
risks related to government regulation or required compliance with local laws;
multiple complex, potentially conflicting and changing governmental laws and regulations;
•
local licensing and reporting obligations or the imposition of currency controls which make it impossible or increasingly difficult for our clients to collect payments from international customers;
•
local regulatory and legal obligations related to privacy, data protection, data localization, and user protections;
•
the need to localize our solutions, including offering clients and their customers the ability to transact business in the local currency and adapting our solutions to local preferences, in markets in which we may have limited or no experience;
•
trade barriers and changes in trade regulations;
•
the impact of government sanctions on our ability to offer services in a region, such as sanctions issued by the U.S. and other countries against Russia;
•
difficulties in developing, staffing, and managing a large number of varying foreign operations as a result of distance, language, and cultural differences;
•
stringent local labor laws and regulations;
•
limitations on the repatriation of cash, including imposition or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries;
•
diplomatic friction, political or social unrest, war or other military conflict, including an escalation of the conflict between Russia and Ukraine, and between Israel and Hamas, respectively, economic instability, repression, or human rights issues;
•
natural disasters, global pandemics such as
COVID-19
or other public health emergencies, acts of war, and terrorism;
•
compliance with U.S. laws and foreign laws prohibiting corrupt payments to government officials, such as the Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act, and other local anti-corruption laws;
•
compliance with U.S. and foreign laws designed to combat money laundering and the financing of terrorist activities;
•
retaliatory tariffs and restrictions limiting free movement of currency and an unfavorable trade environment, including as a result of political conditions and changes in the laws in the United States and elsewhere and as described in more detail below;
•
antitrust and competition regulations;
•
expanded compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws;
laws or levels of enforcement, including the Inflation Reduction Act of 2022, which includes a minimum corporate tax which could result in an additional tax liability in a given year;
•
expected or actual extended federal government shutdowns, partisan gridlock that results in the inability of Congress to take action or changes to government policy;
•
national or regional differences in macroeconomic growth rates; and
•
increased difficulties in collecting accounts receivable.
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Foreign operations may also expose us to political, social, regulatory and economic uncertainties affecting a country or region, or to political hostility to investments by foreign or private equity investors. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may

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be higher in those markets than in more developed markets. The legal and regulatory environment may also be different, particularly with respect to bankruptcy and reorganization, and may afford us less protection as a creditor than we may be entitled to under U.S. law. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such companies.

Restrictions imposed or actions taken by foreign governments could include exchange controls, seizure or nationalization of foreign deposits and adoption of other governmental restrictions which adversely affect the prices of securities or the ability to repatriate profits. For instance, we process a substantial amount of payments from China. The Chinese government imposes controls on the convertibility of the Renminbi (RMB) the currency of China, into foreign currencies and, in certain cases, the remittance of currency out of China. The Chinese government may at its discretion further restrict access in the future to foreign currencies for current account transactions.transactions, or impose regulatory requirements that may require modifications to our business model for our clients' payors located in China. In addition, income received by us from sources in some countries may be reduced by withholding and other taxes. Any such taxes paid by us will reduce the net income or return from such investments. While we will take these factors into consideration in making investment decisions, including when hedging positions, no assurance can be given that we will be able to fully avoid these risks or generate sufficient risk-adjusted returns.

Violations of the complex foreign and U.S. laws, rules and regulations that apply to our cross-border operations may result in fines, criminal actions, or sanctions against us, our officers, or FlyMates; prohibitions on the conduct of our business; and damage to our reputation. Although we have implemented policies and procedures designed to promote compliance with these laws, there can be no assurance that our FlyMates, contractors, or agents will not violate our policies. These risks are inherent in our cross-border operations and expansion, may increase our costs of doing business internationally, and could harm our business.

Payments and other financial services-related regulations and oversight are material to our business. Our failure to comply could materially harm our business.

The local, state, and federal laws, rules, regulations, licensing schemes, and industry standards in the U.S.United States and other jurisdictions in which we operate that govern our business include, or may in the future include, those relating to consumer finance and consumer protection, cross-border and domestic money transmission, foreign exchange, payments services (such as money transmission, payment processing, and settlement services), anti-money laundering, combating terrorist financing,AML and CFT, escheatment, international sanctions regimes, and compliance with the PCI–PCI DSS. These laws, rules, regulations, licensing schemes, and standards are enforced by multiple authorities and governing bodies in the United States, including the Department of the Treasury, the Federal Deposit Insurance Corporation, the SEC, Consumer Financial Protection Bureau (CFPB), the Federal Trade Commission, self-regulatory organizations, and numerous state and local regulators and law enforcement agencies. Our clients also have their own regulatory obligations, and they expect our solutions to comply with the regulatory requirements that are applicable to their businesses. For additional discussion about the regulatory environment that we and our clients operate in, please see “Business–"Business–Regulation and Industry Standards”.Standards" in our Annual Report on Form 10-K for the year ended December 31, 2023. As we expand into new jurisdictions, the number of foreign laws, rules, regulations, licensing schemes, and standards governing our business will expand as well. In addition, as our business and solutions continue to develop and expand, we may become subject to additional laws, rules, regulations, licensing schemes, and standards. We may not always be able to accurately predict the scope or applicability of certain laws, rules, regulations, licensing schemes, or standards to our business, particularly as we expand into new areas of operations, which could have a significant negative effect on our existing business and our ability to pursue future plans.

Certain of our subsidiaries are registered with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network.Network (FinCEN). Our subsidiary Flywire Global Corp. has obtained licenses to operate as a money transmitter (or the statutory equivalent) in 3343 U.S. jurisdictions, and is in the process of applying for a license in, to the best of our knowledge, all U.S. states and territories where such licensure or registration is required in order to be able to offer additional business lines in the future. As a licensed money transmitter, we are (and in the states where we are awaiting licensure, will be) subject to obligations and restrictions with respect to the investment of client funds, reporting requirements, bonding requirements, minimum capital requirements, and inspection by state regulatory agencies concerning various aspects of our business. Evaluation of our compliance efforts, as well as the questions of whether and to what extent our solutions are considered money transmission, are matters of regulatory interpretation and could change over time. In addition, there are substantial costs involved in maintaining and renewing our licenses, certifications, and approvals, and we could be subject to fines or other enforcement action if we are found to violate disclosure, reporting, anti-money laundering,AML, CFT, capitalization, corporate governance, or other requirements of such licenses.

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If we fail to predict how a U.S. law or regulation or a law or regulation from another jurisdiction in which we operate will be applied to us, we could be subject to additional licensure requirements and/or administrative enforcement actions.

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This could also require changes to the manner in which we conduct some aspects of our business or potential product changes, and require us to pay fines, penalties, or compensation to clients for past

non-compliance.
At the federal level, we are registered as a Money Services Business (MSB)MSB with the U.S. DepartmentFinCEN. For additional discussion of the Treasury’s Financial Crimes Enforcement Network (FinCEN).requirements of our MSB registration, please see "Business – Regulation and Industry Standards" in our Annual Report on Form 10-K for the year ended December 31, 2023. At the state level, we rely on various exemptions from state money transmitter licensing requirements, and regulators may find that we have violated applicable laws or regulations because we are not licensed or registered as a money transmitter in all of the U.S. jurisdictions we service. We believe, based on our business model, that we have valid exemptions from licensure under various state money transmission laws, either expressly as a payment processor or agent of the payee, or pursuant to common law as an agent of the payee. While we believe we have defensible arguments in support of our positions under the state money transmission statutes, we have not expressly obtained confirmation of such positions from the state banking departments who administer the state money transmission statutes. It is possible that certain state banking departments may determine that our activities are not exempt. Any determination that we are in fact required to be licensed under the money transmission statute of a state where we are not yet licensed may require substantial expenditures of time and money to remediate and could lead to liability in the nature of penalties or fines, costs, legal fees, reputational damage or other negative consequences. We could be required to cease operations in some or all of the U.S. jurisdictions we service and where we are not yet licensed, which determination would have a materially adverse effect on our business, including our financial condition, operating results, and reputation. In the past, certain competitors have been found to violate laws and regulations related to money transmission, and they have been subject to fines and other penalties by regulatory authorities.

The adoption of new money transmitter or money services businessMSB statutes in jurisdictions or changes in regulators’ interpretation of existing state and federal money transmitter or money services businessMSB statutes or regulations could subject us to new registration or licensing requirements. There can be no assurance that we will be able to obtain or maintain any such licenses in all of the jurisdictions we service, and, even if we were able to do so, there could be substantial costs and potential product changes involved in maintaining such licenses, which could have a material and adverse effect on our business. These factors could impose substantial additional costs, involve considerable delay to the development or provision of our solutions, require significant and costly operational changes, or prevent us from providing our solutions in any given market.

The regulatory environment in which we operate is subject to constant change, and new regulations could make aspects of our business as currently conducted no longer possible.

In the future, as a result of the regulations applicable to our business, we could be subject to investigations and resulting liability, including governmental fines, restrictions on our business, or other sanctions, and we could be forced to cease conducting certain aspects of our business with residents of certain jurisdictions, be forced to change our business practices in certain jurisdictions, or be required to obtain additional licenses or regulatory approvals. For example, because a majority of voters in the United Kingdom (U.K.)U.K. approved an exit from the European Union (E.U.)E.U. (commonly referred to as Brexit), we were required to obtain a license from a member state of the European Economic Area (EEA) which would allow us to continue to provide our solutions to clients located in the EEA under a principle known as “passporting”. We were able to obtain a license as an authorized payment institution from the Bank of Lithuania in September 2019 and subsequently obtained the right to passport our solutions to other EEA member states.

Government agencies may impose new or additional rules on money transmission, which may increase our costs of doing business, including, but not limited to regulations that:

•
prohibit, restrict, and/or impose taxes or fees on money transmission transactions in, to or from certain countries or with certain governments, individuals, and entities;
•
impose additional client identification and client due diligence requirements;
•
impose additional reporting or recordkeeping requirements, or require enhanced transaction monitoring;
•
limit the types of entities capable of providing money transmission services, or impose additional licensing or registration requirements;
•
impose minimum capital or other financial requirements;
•
limit or restrict the revenue that may be generated from money transmission, including revenue from the transaction value associated with the payment method used by our clients’ customers and platform-related fees for access to our solutions and invoice and payment plan fees;

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•
require enhanced disclosures to our money transmission clients or their customers;
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•
require the principal amount of money transmission transactions originated in a country to be invested in that country or held in trust until paid;
•
limit the number or principal amount of money transmission transactions that may be sent to or from a jurisdiction, whether by an individual or in the aggregate; and
•
restrict or limit our ability to process transactions using centralized databases, for example, by requiring that transactions be processed using a database maintained in a particular country or region.

We are subject to governmental laws and requirements regarding economic and trade sanctions, anti-money laundering,AML and counter-terror financingCFT that could impair our ability to compete in international markets or subject us to criminal or civil liability if we violate them.

We are currently required to comply with U.S. economic and trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC)OFAC and we have processes in place to comply with the OFAC regulations as well as similar requirements in the foreign jurisdictions in which we already operate. As part of our compliance efforts, we scan our clients and their customers against watch lists promulgated by OFAC and certain other international agencies. Our application can be accessed from nearly anywhere in the world, and if our service is accessed from a sanctioned country or otherwise accessed or used in violation of applicable trade and economic sanctions, we could be subject to fines or other enforcement actions. In the course of implementing geolocation data-based sanctions screening measures, we identified certain payments which, based on geolocation data, appear to have been initiated from Cuba, Iran, or Syria, in potential violation of applicable sanctions regimes. We have made a voluntary submission to OFAC in August 2023 to report the potential violations, and filed an additional submission in April 2024. Although the internal investigation completed to date suggests that any loss incurred as a result of this matter would not be material to our business, if OFAC ultimately concludes any violation has occurred in connection with these or other transactions, it could result in penalties, fines, costs, and restrictions on our ability to do business, which could also harm our operating results.

We are also subject to various anti-money launderingAML and counter-terrorist financingCFT laws and regulations around the world that prohibit, among other things, our involvement in transferring the proceeds of criminal or terrorist activities. In the United States, most of our solutions are subject to anti-money launderingAML laws and regulations, including the Bank Secrecy Act, as amended (BSA),BSA, and similar laws and regulations. The BSA, among other things, requires MSBs to develop and implement risk-based anti-money launderingAML programs, to report large cash transactions and suspicious activity, and in some cases, to collect and maintain information about clients who use their services and maintain other transaction records. Regulators and third-party auditors have identified gaps in how similar businesses have implemented anti-money launderingAML programs, and we could likewise be subject to significant fines, penalties, inquiries, audits, investigations, enforcement actions, and criminal and civil liability if our anti-money launderingAML program is found to be insufficient by a regulator.

Our business operations in other parts of the world such as the U.K., Lithuania, Canada, Australia, Hong Kong, New Zealand and Singapore are subject to similar laws and requirements. Regulators in the United States and globally continue to increase their scrutiny of compliance with these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our clients and to monitor transactions on our system, including payments to persons outside of the United States. Regulators regularly

re-examine
the transaction volume thresholds at which we must obtain and keep applicable records or verify identities of clients, and any change in such thresholds could result in greater costs for compliance. Similarly, as a condition to doing business with us, our banking and other strategic partners also impose ongoing obligations on us related to anti-money laundering, counter-terrorist financingAML and CFT and sanctions screening. Any failure on our part to maintain the necessary processes and policies to comply with these regulations and requirements, or to adapt our processes and policies to changes in laws, would subject us to penalties, fines, or loss of key relationships which would have a material adverse effect on our business and results of operations. Furthermore, government sanctions imposed with respect to Russia's invasion of Ukraine in early 2022 are impacting our ability to offer our services in the region, and additional sanctions could be imposed in the future. Further instability or tension in Russia, Ukraine, and the surrounding region could also cause us to adjust our operating model, which would increase our costs of operations.

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Any actual or perceived failure to comply with governmental regulation and other legal obligations, particularly those related to privacy, data protection, and information security, could harm our business. Compliance with such laws could also result in additional costs and liabilities to us or inhibit sales of our solutions.

Our clients and their customers store personal and business information, financial information and other sensitive information through our solutions. In addition, we collect, store, and process personal and business information and other data from and about actual and prospective clients, their customers, our FlyMates and our service providers and other business partners, as well as their personnel. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, such as the U.S. Federal Trade Commission (FTC), and various state, local, and foreign agencies. Our data handling is also subject to contractual obligations and industry standards.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use, and storage of data relating to individuals and businesses, including the use of contact information and other data for marketing, advertising, and other communications with individuals and businesses. In the United States, various laws and regulations apply to the collection, processing, disclosure, and security of certain types of data, including the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the Gramm Leach Bliley Act, the Family Educational Rights and Privacy Act, the Health Insurance Portability and Accountability Act,FERPA, HIPAA, and the now in question

E.U.-U.S.
and Swiss—U.S. Privacy Shield protections, as well as state laws relating to privacy and data security. Additionally, the FTC and many state attorneys general are interpreting federal and state consumer protection laws as imposing standards for the online collection, use, dissemination, and security of data. For example, California enacted the California Consumer PrivacyProtection Act of 2018 (CCPA), which took effect on January 1, 2020 and became enforceable by the California Attorney General on July 1, 2020, and broadly defines personal information. The CCPA creates new individual privacy rights for consumers (as that term is broadly defined) and places increased privacy and security obligations on entities handling personal data of consumers or households. The CCPA requires covered companies to provide certain disclosures to California consumers about its data collection, use and sharing practices, provide such consumers with ways to
opt-out
of certain sales or transfers of personal information, provides for civil penalties for violations, and allows for a new private right of action for data breaches that has resulted in an increase in data breach litigation. It remains unclear, however, how the CCPA will be interpreted. As currently written, it will likely impact our business activities and exemplifies the vulnerability of our business to not only cyber threats but also the evolving regulatory environment related to personal data and protected health information.
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Table On August 24, 2022, the California Attorney General announced the entry of Contents
Additionally, a new California ballot initiative,final judgment enforcement action resulting in a fine and settlement under the CCPA, as the defendant was ordered to pay a $1.2 million penalty and, among other things, implement a monitoring and reporting program to demonstrate its ongoing compliance with the CCPA.

Additionally, the California Privacy Rights Act (CPRA), which was passed in November 2020. Effective starting2020 and became effective on January 1, 2023, the CPRA imposesimposed additional obligations on companies covered by the legislation and will significantly modifymodified the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also createscreated a new state agency that will be vested with authority to implement and enforce the CCPA and the CPRA. The effects of the CCPA and the CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation.

The laws and regulations relating to privacy and data security are evolving, can be subject to significant change, and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. The CCPA, in particular, has prompted a number of proposals for new federal and state-level privacy legislation, which could increase our potential liability and adversely affect our business. Virginia becameSeveral states in the second state after California to enact a broad privacy law with the passage of the Virginia Consumer Data Protection Act (CDPA) on March 2, 2021. The CDPA contains several new requirements for covered companiesU.S. have proposed or enacted laws that may add operational challenges, including a greater emphasis on transparency, broader affirmative consent or opt-in requirements to process sensitive personal data, broader opt-out rights and data protection assessment requirements for certain sales of personal data as well as targeted advertising and profiling, and an appeal process for denials of consumer rights requests. The law will take effect January 1, 2023, the same day as the CPRA. Colorado became the third state with the passage of the Colorado Privacy Act (CPA) on July 8, 2021. Like the CDPA, the CPA provides consumers the right to opt out of processing for sales of personal data, targeted advertising, and profiling, provides the right to appeal a business’ denial to take action, among other new consumer rights, requires data protection assessments for certain processing activities, and, unlike the CDPA, grants the Attorney General rulemaking powers. The law will take effect on July 1, 2023. Unlike in California, neither law provides for a private right of action. We anticipate that more states may enact legislationcontain obligations similar to the CCPA which provides consumers with newand CPRA that have taken effect or will take effect in coming years. The U.S. federal government also is contemplating federal privacy rights and increases the privacy and security obligationslegislation. The effects of entities handling certain personal information of such consumers.recently proposed or enacted legislation potentially are far-reaching. Such proposed legislation if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

Many of the foreign jurisdictions where we or our clients operate or conduct business, including the European Union,E.U., have laws and regulations dealing with the collection, use, storage, and disclosure and other handling (collectively, processing) of personal information, which in some cases are more restrictive than those in the United States.U.S. In addition to regulating the processing of personal information within the relevant jurisdictions, these legal requirements often also apply to the processing of personal information outside these jurisdictions, where there is some specified link to the relevant jurisdiction. For example, Flywire haswe have multiple offices in Europe and serves clients and their customers throughout the E.U., where the GDPRGeneral Data Protection Regulation (GDPR) went into effect in 2018. The General Data Protection Regulation (GDPR),GDPR, which is also the law in Iceland, Norway, Liechtenstein, and—to a large degree—the U.K., has an extensive global reach and imposes robust

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obligations relating to the processing of personal information, including documentation requirements, greater control for data subjects (e.g., the “right to be forgotten” and data portability), security requirements, notice requirements, restrictions on sharing personal information, data governance obligations, data breach notification requirements, and restrictions on the export of personal information to most other countries. The solutions that we currently offer subject us to many of these laws and regulations in many of the foreign jurisdictions where we operate or conduct business, and these laws and regulations may be modified or subject to new or different interpretations, and new laws and regulations may be enacted in the future.

Recent legal

Legal developments have created compliance uncertainty regarding some transfers of personal information from the U.K. and EEA to locations where we or our clients operate or conduct business, including the United States and potentially Singapore, particularly with respect to cross-border transfers. Under the GDPR, such transfers can take place only if certain conditions apply or if certain data transfer mechanisms are in place. In July 2020, the European Court of Justice (CJEU)of the E.U. ruled in its “

Schrems II
”“Schrems II” decision
(C-311/18),
that the Privacy Shield, a transfer mechanism used by thousands of companies to transfer data between those jurisdictions and United States (and also used by Flywire)us), was invalid and could no longer be used due to the strength of United States surveillance laws. In September 2020, the Federal Data Protection and Information Commissioner of Switzerland (where the law has a similar restriction on the export of personal information) issued an opinion concluding that the
Swiss-U.S.
Privacy Shield Framework does not provide an adequate level of protection for data transfers from Switzerland to the United States pursuant to Switzerland’s Federal Act on Data Protection. FlywireWe and our clients continue to use alternative transfer strategies, including the European Commission’s Standard Contractual Clauses (SCCs), while the authorities interpret the
Schrems II
decision and the validity of alternative data transfer mechanisms. The SCCs, though previously approved by the European Commission, have faced challenges in European courts (including being called into question in the
Schrems II
decision), and may be further challenged, suspended or invalidated for transfers to some or all countries. For example, guidance regarding
Schrems II
issued by the European Data Protection Board (which is comprised of representatives from every E.U. member state’s top data protection authority) have cast serious doubt on the validity of SCCs for most transfers of personal information to the United States. At present, there are few if any viable alternatives to the Privacy Shield and the SCCs, so such developments may necessitate further expenditures on local infrastructure, changes to internal business processes, changes to clients and clients’clients' customer facing solutions, or may otherwise affect or restrict our sales and operations.
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On June 4, 2021, the European Commission released the final Implementing Decision on SCCs (New SCCs) for the transfer of personal data from the EUE.U. to “third countries” such as the US. The New SCCs will repeal and replace the existing SCCs (dating from 2001, 2004 and 2010) and address the entry into force of the GDPR) and the July 2020 decision of the CJEU in

Schrems II,
, which invalidated the
EU-US
E.U.-U.S. Privacy Shield. The New SCCs broadly follow the draft implementing decision on standard contractual clauses (Draft SCCs) issued by the European Commission on November 12, 2020, but there are some material differences. The Draft SCCs’ significant and extensive new requirements for data importers that act as controllers (for example, obligations to give notice to data subjects and to notify personal data breaches to EU authorities) remain, but have been aligned more closely with the GDPR requirements. While the New SCCs are not immediately in force, compliance with them will be required for new transfer agreements entered into from late September 2021. SCCs currentlythen in effect mustwere required to be replaced with the New SCCs by late December 27, 2022.

On July 10, 2023, the European Commission formally approved the new EU-U.S. Data Privacy Framework (the “Framework”), under which European entities will now be able to transfer personal data to Framework participants in the U.S. without having to put in place additional data protection safeguards or use the Standard Contractual Clauses for data transfers. We are in the process of evaluating how we may self-certify as a participating organization with the U.S. Department of Commerce.

E.U. data protection authorities have the power to impose administrative fines for violations of the GDPR of up to a maximum of

€
20 €20 million or 4% of a corporate family’s total worldwide global turnover for the preceding fiscal year, whichever is higher. Such penalties are in addition to any civil litigation claims by clients, data subjects or other third parties. We believe that the solutions that we currently offer subject us to the GDPR and other laws and regulations relating to privacy, data protection, and information security, and these may be modified or subject to new or different interpretations in the future. We will need to take steps to address compliance obligations in this rapidly evolving legal environment, but we cannot assure you that we will be able to implement changes in a timely manner or without significant disruption to our business, or that such steps will be effective, and we may face the risk of liability and loss of business.

In addition, further to the U.K. exit from the E.U. on January 31, 2020, the GDPR ceased to apply in the U.K. at the end of the transition period on December 31, 2020. However, as of January 1, 2021, the U.K.’s European Union (Withdrawal) Act 2018 incorporated the GDPR (as it existed on December 31, 2020 but subject to certain U.K. specific amendments) into U.K. law (referred to as the U.K. GDPR). The U.K. GDPR and the U.K. Data Protection Act 2018 set

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out the U.K.’s data protection regime, which is independent from but aligned to the E.U.’s data protection regime.

Non-compliance
with the U.K. GDPR may result in monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher. Like the GDPR, the U.K. GDPR restricts personal data transfers outside the U.K. to countries not regarded by the U.K. as providing adequate protection (this means that personal data transfers from the U.K. to the EEA remain free flowing).

On June 28, 2021, the European Commission adopted an adequacy decision under the GDPR, thereby recognizing that the U.K.’s data protection system continues to provide the same protections with respect to personal data as when it was an EU member state, and enabling the continued exchange of personal data between the E.U. and the U.K. The adequacy decision facilitates the implementation of the E.U.-U.K. Trade Cooperation Agreement, which foresaw the need for bilateral data flow and continued cooperation. The adequacy decision does, however, include a ‘sunset clause’, limiting its duration to four years, at which point the European Commission will need to once again review the safeguards in place in the U.K.’s post-Brexit legal system and decide if the adequacy decision may be renewed.

This lack of clarity on future U.K. laws and regulations and their interaction with E.U. laws and regulations could add legal risk, uncertainty, complexity and cost to our handling of E.U. personal information and our privacy and data security compliance programs. It is possible that over time the U.K. Data Protection Act 2018 could become less aligned with the GDPR, which could require us to implement different compliance measures for the U.K. and the E.U. and result in potentially enhanced compliance obligations for E.U. personal data.

In Asia, there has been an increase in both regulation and enforcement of privacy laws. The Act on Protection of Personal Information originally enacted in June 2020 by the Japanese government, was amended and came into effect on April 1, 2022 (Amended APPI). Since the passage of the Amended APPI, a number of implementing regulations and supporting documents have been released, addressing the requirements for transferring personal data outside Japan, notifying security breaches and creating pseudonymous information exempt from certain obligations under the Amended APPI. We have taken steps to address compliance obligations that apply to us under the Amended APPI, but cannot assure you that such steps will be effective, and we may face the risk of increased costs, liability and loss of business.

China (home to the most online users in the world) passed its DSL and its PIPL in 2021. The DSL applies to a wide range of data processing activities including, but not limited to, processing personal information. With extraterritorial scope and severe fines and penalties, these laws are set to impose an increasingly complex and comprehensive legal framework for processing personal information when doing business in China. The PIPL is enforced and administered by the Cyberspace Administration of China and relevant state and local government departments. The law draws from the GDPR, with heavy penalties up to the greater of 5% of the previous year’s revenue (possibly global) or $7.7 million. Chinese authorities have demonstrated a willingness to impose significant fines for violations of PIPL and other privacy laws, as evidenced by enforcement actions against Alibaba Group Holding Ltd and Didi Global Inc. in 2022.

As a reaction to data security concerns, in 2022, the Australian parliament approved a bill to amend the country's privacy legislation, significantly increasing the maximum penalties for companies and data controllers who suffer large-scale data breaches to the greater of: (i) AU$50 million, (ii) three times the value of any benefit obtained through the misuse of information, and (iii) 30% of a company's adjusted turnover in the relevant period. Previously, the penalty for severe data exposures was AU$2.22 million, considered by the current parliament to be wholly inadequate to incentivize companies to improve their data security mechanisms. The Office of the Australian Information Commissioner has new regulatory tools and flexibility that should, together with an ongoing focus on funding enforcement, see a more proactive regulator with capacity and capability to investigate and litigate more privacy incidents in Australia.

We have taken steps to address compliance obligations that apply to us under the Amended APPI, the DSL, the PIPL and applicable Australian regulations, but cannot assure you that such steps will be effective, and we may face the risk of increased costs, liability and loss of business.

In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that, if adopted, may apply to us, or which clients or clients’clients' customers may require us to adopt. Because the interpretation and application of privacy and data protection laws, regulations, rules, and other standards are still uncertain, it is possible that these laws, rules, regulations, and other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the functionality of our solutions. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which could have an adverse effect on our business. Any failure or perceived failure by us to comply with laws, regulations, policies, legal, or contractual obligations, industry standards, or regulatory guidance relating to privacy or data security, may result in governmental investigations and enforcement actions, litigation, fines and penalties, or adverse

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publicity, and could cause our clients and partners to lose trust in us, which could have an adverse effect on our reputation and business. We expect that there will continue to be new proposed laws, regulations, and industry standards relating to privacy, data protection, marketing, consumer communications, and information security, and we cannot determine the impact such future laws, regulations, and standards may have on our business. Future laws, regulations, standards, and other obligations or any changed interpretation of existing laws or regulations could impair our ability to develop and market new functionality and maintain and grow our client base and increase revenue. Future restrictions on the collection, use, sharing, or disclosure of data, or additional requirements for express or implied consent of our clients, partners, or end users for the use and disclosure of such information could require us to incur additional costs or modify our solutions, possibly in a material manner, and could limit our ability to develop new functionality.

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If we are not able to comply with these laws or regulations, or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain solutions, which would negatively affect our business, financial condition, and operating results. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise adversely affect the growth of our business. Furthermore, any costs incurred as a result of this potential liability could harm our operating results.

We are subject to anti-corruption, anti-bribery, and similar laws,

and non-compliance with
such laws can subject us to criminal or civil liability and harm our business.

We are subject to the FCPA, the U.K. Bribery Act, U.S. domestic bribery laws, and other anti-corruption laws. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public sector. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. We maintain operations and serve clients in several countries around the world. Although we do not target government entities as clients, some of our clients may receive funding or other support from local, state, provincial or national governments. As we maintain and seek to increase our international cross-border business and expand operations abroad, we may engage with business partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our FlyMates, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we maintain policies and training programs for our FlyMates related to anti-corruption, anti-bribery and gift giving, and include representations regarding legal compliance in our contracts with vendors and strategic partners, there can be no assurances that these policies, training programs or contractual provisions will be observed or enforceable. We cannot assure you that all of our FlyMates and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase our international business, our risks under these laws may increase.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption or anti-bribery laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas are received or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, operating results, and financial condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

New or revised tax regulations, unfavorable resolution

In February 2022, following Russia’s invasion of tax contingencies or changes to enacted tax rates could adversely affect our tax expense.

Changes in tax laws or their interpretations could result in changes to enacted tax rates and may require complex computations to be performed that were not previously required, significant judgments to be made in interpretation of the new or revised tax regulations and significant estimates in calculations, as well as the preparation and analysis of information not previously relevant or regularly produced. Future changes in enacted tax rates could negatively affect our results of operations.
The vast majority of states have considered or adopted laws that impose tax collection obligations
on out-of-state companies.
States where we have nexus may require us to calculate, collect, and remit taxes on sales in their jurisdiction. Additionally, the Supreme Court ofUkraine, the United States recently ruledand other countries announced sanctions against Russia. The sanctions by the United States and other countries against Russia to date include restrictions on selling or importing goods, services or technology in
 South Dakota v. Wayfair, Inc. et al
(Wayfair) that online sellers can be required or from affected regions, travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia, severing Russia’s largest bank from the U.S. financial system, barring some Russian enterprises from raising money in the U.S. market and blocking the access of Russian banks to collectfinancial markets. The United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. While it is difficult to anticipate the impact the sanctions announced to date may have on us, any further sanctions imposed or actions taken by the United States or

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other countries, and any retaliatory measures by Russia in response, could increase our costs, reduce our sales and use tax despite not having a physical presence in the buyer’s state. In response to Wayfair,earnings or otherwise states or local governments may enforce laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. We may be obligated to collect and remit sales and use tax in states in which we have not collected and remitted sales and use tax. A successful assertion by one or more states requiring us to collect taxes where we historically have not or presently do not do so could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on

out-of-state
sellers could also create additional administrative burdens for us, put us at a perceived competitive disadvantage if they do not impose similar obligationsan adverse effect on our competitors, and decrease our future sales, which could adversely affect our business and operating results.
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Our tax returns and positions are subject to review and audit by federal, state, local and international taxing authorities. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively affecting our results of operations and cash flows. We have recognized estimated liabilities on the balance sheet for material known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. These liabilities reflect what we believe to be reasonable assumptions as to the likely final resolution of each issue if raised by a taxing authority. While we believe that the liabilities are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be finally resolved at a financial amount no more than any related liability. An unfavorable resolution, therefore, could negatively affect our financial position, results of operations and cash flows in the current and/or future periods.
I
foperations.

If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate less revenue and incur costly litigation to protect our rights.

Our success is dependent, in part, upon protecting our proprietary technology. We rely on a combination of copyrights, trademarks, service marks, trade secret laws, the domain name dispute resolution mechanism, confidentiality procedures, and contractual provisions to establish and protect our proprietary rights. However, effective protection of intellectual property rights is expensive, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights, and the steps we take to protect our intellectual property may be inadequate. We do not have patents covering any of our technology and do not actively pursue patents. Any of our trademarks, or other intellectual property rights may be challenged or circumvented by others, or narrowed or invalidated through administrative process or litigation. There can be no guarantee that others will not independently develop similar solutions or duplicate any of our solutions. Furthermore, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our solutions and use information that we regard as proprietary to create solutions that compete with ours.

We pursue registration of copyrights, trademarks, and domain names in the United States and in certain jurisdictions outside of the United States, but doing so may not always be successful or cost-effective. We may be unable or, in some instances, choose not to obtain legal protection for our intellectual property, and our existing and future intellectual property rights may not provide us with competitive advantages or distinguish our solutions from those of our competitors. The laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms may be uncertain or unavailable in those jurisdictions. We may need to expend additional resources to defend our intellectual property in such countries, and the inability to do so could impair our business or adversely affect our international expansion. Particularly given the international nature of the Internet, the rate of growth of the Internet, and the ease of registering new domain names, we may not be able to detect unauthorized use of our intellectual property or take prompt enforcement action.

Furthermore, the growing use of generative artificial intelligence presents an increased risk of unintentional and/or unauthorized disclosure or use of our intellectual property rights.

We endeavor to enter into agreements with our employees,FlyMates, consultants and contractors and with parties with whom we do business in order to acquire intellectual property rights developed as a result of service to Flywire,us, as well as to limit access to and disclosure of our proprietary information. No assurance can be given that our intellectual property related agreements with our employees,FlyMates, consultants, contractors clients, their customers, or strategic partners and others will be effective in controlling access to and distribution of our solutions and proprietary information, potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. Further, these agreements do not prevent our competitors or partners from independently developing technologies that are substantially equivalent or superior to our solutions. In addition, individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property.

To protect our intellectual property rights, we may be required to spend significant resources to monitor, protect and defend these rights. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Such litigation could be costly, time consuming, and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our solutions, impair the functionality of our solutions, delay introductions of new features, integrations, and capabilities, result in our substituting inferior or more costly technologies into our solutions, or injure our reputation. In addition, we may be required to license additional technology from third parties to develop and market new features, integrations, and capabilities, and we cannot be certain that we could license that technology on commercially reasonable terms or at all, and our inability to license this technology could harm our ability to compete.

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We may in the future be subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

We may in the future become subject to intellectual property disputes. Lawsuits are time-consuming and expensive to resolve and they divert management’s time and attention. We cannot predict the outcome of lawsuits and cannot

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assure you that the results of any such actions will not have an adverse effect on our business, operating results, or financial condition. During litigation, we may become subject to provisional rulings, including preliminary injunctions requiring us to cease some or all of our operations. We may decide to settle legal disputes on terms that are unfavorable to us. Furthermore, such disputes, even those without merit, may subject us to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal. In such a situation, we could be required to pay substantial damages or license fees to third party patent owners. In addition, we may also be required to modify, redesign, reengineer, or rebrand our solutions, or stop making, licensing, or providing solutions that incorporate the asserted intellectual property. Alternatively, we may enter into a license agreement to continue practices found to be in violation of a third party’s rights. If we are required, or choose to enter into, royalty or licensing arrangements, such arrangements may not be available on reasonable terms or at all. In addition, we may also be contractually obligated to indemnify our clients in the event of infringement of a third party’s intellectual property rights.

Our use of “open source” software could negatively affect our ability to offer and sell access to our solutions and subject us to possible litigation.

We use open source software in our solutions and expect to continue to use open source software in the future. There are uncertainties regarding the proper interpretation of and compliance with open source licenses, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to use such open source software, and consequently to provide or distribute our solutions. Although use of open source software has historically been free, recently several open source providers have begun to charge license fees for use of their software. If our current open source providers were to begin to charge for these licenses or increase their license fees significantly, this would increase our research and development costs and have a negative impact on our results of operations and financial condition.

Additionally, we may from time to time face claims from third parties claiming ownership of, or seeking to enforce the terms of, an open source license, including by demanding release of source code for the open source software, derivative works or our proprietary source code that was developed using, or that is distributed with, such open source software. These claims could also result in litigation and could require us to make our proprietary software source code freely available, require us to devote additional research and development resources to change our solutions or incur additional costs and expenses, any of which could result in reputational harm and would have a negative effect on our business and operating results. In addition, if the license terms for the open source software we utilize change, we may be forced to reengineer our solutions or incur additional costs to comply with the changed license terms or to replace the affected open source software. Further, use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software or indemnification for third party infringement claims. Although we have implemented policies to regulate the use and incorporation of open source software into our solutions, we cannot be certain that we have not incorporated open source software in our solutions in a manner that is inconsistent with such policies.

I
ndemnity

Indemnity and liability provisions in various agreements potentially expose us to substantial liability for intellectual property infringement, data protection, and other losses.

Our agreements with some of our technology partners and certain clients include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection, damages caused by us to property or persons, or other liabilities relating to or arising from our solutions or other contractual obligations. Some of these indemnity agreements provide for uncapped liability and some indemnity provisions survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, operating results, and financial condition. We may incur substantial liability, and we may be required to cease use of certain functions of our solutions, as a result of intellectual property related claims. Any dispute with a client or technology partner with respect to these obligations could have adverse effects on our relationship with that client or technology partner and other existing or new clients or technology partners, and harm our business and operating results. In addition, although we carry insurance, our insurance may not be adequate to indemnify us for all liability that may be imposed, or otherwise protect us from liabilities or damages with respect to claims alleging compromises of client or clientclients' customer data, and any such coverage may not continue to be available to us on acceptable terms or at all.

The United Kingdom’s departure from the E.U.

New or revised tax regulations, unfavorable resolution of tax contingencies or changes to enacted tax rates could adversely affect us.

The U.K. formally exited the E.U. on January 31, 2020 andour tax expense.

As a transition period was in place until December 31, 2020 during which time the U.K. remained in both the E.U. customs union and single market and wasmultinational organization, we may be subject to E.U. rules. Theretaxation in several jurisdictions around the world with increasingly complex tax laws, the application, interpretation and enforcement of which can be uncertain. Changes in tax laws or their interpretations could result in changes to enacted tax rates and may require complex computations to be

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performed that were not previously required, significant judgments to be made in interpretation of the new or revised tax regulations and significant estimates in calculations, as well as the preparation and analysis of information not previously relevant or regularly produced. Future changes in enacted tax rates could negatively affect our results of operations.

For example, the Inflation Reduction Act of 2022 includes a minimum tax equal to fifteen percent of the adjusted financial statement income of certain corporations as well as a one percent excise tax on share buybacks, effective for tax years beginning in 2023. When effective, it is a significant lack of claritypossible that the minimum tax could result in an additional tax liability over the termsregular federal corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary differences).

The vast majority of states have considered or adopted laws that impose tax collection obligations on out-of-state companies. States where we have nexus may require us to calculate, collect, and remit taxes on sales in their jurisdiction. Additionally, the Supreme Court of the U.K.’s future relationship with the E.U.United States ruled in South Dakota v. Wayfair, Inc. et al (Wayfair) that online sellers can be required to collect sales and use tax despite not having a physical presence in the future.

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Tablebuyer’s state. In response to Wayfair, or otherwise, states or local governments may enforce laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. We may be obligated to collect and remit sales and use tax in states in which we have not collected and remitted sales and use tax. A successful assertion by one or more states requiring us to collect taxes where we historically have not or presently do not do so could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of Contents
Brexitsales tax collection obligations on out-of-state sellers could therefore adversely affect U.K., regional (including European),also create additional administrative burdens for us, put us at a perceived competitive disadvantage if they do not impose similar obligations on our competitors, and worldwide economic and market conditions and could contribute to instability in global financial and foreign currency exchange markets, including volatility in the value of the British Pound and Euro,decrease our future sales, which in turn could adversely affect us or our clients and companies with which we do business, particularly in the U.K. Brexit could lead to greater restrictions on travel between the U.K. and the EEA region, with the potential inability of students to travel or relocate for purposes of seeking foreign educational opportunities. Brexit could also trigger a general deterioration in credit conditions, a downturn in consumer sentiment, and overall negative economic growth. Any of these scenarios could have an adverse effect on our business and operating results.

Relevant foreign taxing authorities may disagree with our determinations as to whether we have established a taxable nexus, often referred to as a “permanent establishment”, or our clients.

the income and expenses attributable to specific jurisdictions. In addition, Brexit could leadthese authorities may take aggressive tax recovery positions that the funds flows we process are subject to legal uncertaintyvalue added tax or goods and increased complexity for financial services firms as national lawstax. If disagreements with relevant taxing authorities on other unknown matters were to occur, and regulations in the U.K. start to diverge from E.U. laws and regulations. In particular, depending on the terms of Brexit, we may face new regulatory costs and challenges, including the following:
if we are unable to utilize appropriate authorizations and regulatory permissions, our European operations could lose their ability to offer services into the U.K. market on a cross-border basis and for our U.K. based operations to offer services on a cross-border basis in the European markets;
position was not sustained, we could be required to obtainpay additional regulatory permissionstaxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.

Our tax returns and positions are subject to operatereview and audit by federal, state, local and international taxing authorities. An unfavorable outcome to a tax audit could result in higher tax expense, thereby negatively affecting our results of operations and cash flows. We have recognized estimated liabilities on the balance sheet for material known tax exposures relating to deductions, transactions and other matters involving some uncertainty as to the proper tax treatment of the item. These liabilities reflect what we believe to be reasonable assumptions as to the likely final resolution of each issue if raised by a taxing authority. While we believe that the liabilities are adequate to cover reasonably expected tax risks, there can be no assurance that, in all instances, an issue raised by a tax authority will be finally resolved at a financial amount no more than any related liability. An unfavorable resolution, therefore, could negatively affect our financial position, results of operations and cash flows in the U.K. market, adding costs and potential inconsistency to our business. Depending on the capacity of the U.K. authorities, the criteria for obtaining permission, and any possible transitional arrangements, our business in the U.K. could be materially affected current and/or disrupted;

we could be required to comply with legal and regulatory requirements in the U.K. that are in addition to, or inconsistent with, those of the E.U., leading to increased complexity and costs for our European and U.K. operations; and
our ability to attract and retain the necessary human resources in appropriate locations to support our U.K. and European business could be adversely impacted.
These and other factors related to Brexit could, individually or in the aggregate, have a material adverse impact on our business, financial condition, and results of operations.
future periods.

Our ability to use our net operating losses (NOL) to offset future taxable income may be subject to certain limitations.

As of June 30, 2021,March 31, 2024, we had U.S. federal net operating loss (NOL)NOL carryforwards of approximately $123.0$47.4 million and state net operating lossNOL carryforwards of approximately $105.6$81.8 million. The federal and material state net operating lossNOL carryforwards will begin to expire in 2030 and 2024, respectively. In general, under Sections 382 and 383 of the United States Internal Revenue Code of 1986, as amended (Code), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize

its pre-change NOLs
and other tax attributes such as research tax credits to offset future taxable income. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of the company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. If it is determined that we have in the past experienced an ownership change, or if we undergo one or more ownership changes as a result of our IPO or future transactions in our stock, then our ability to utilize NOLs and other
pre-change
tax attributes could be limited by Sections 382 and 383 of the Code. Future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 or 383 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to utilize

During 2022, the Company completed a material portionSection 382 study and as a result of the ownership changes identified, $1.6 million of Flywire’s NOLs even if we were to achieve profitability.and $0.2 million of Simplee’s NOLs will expire unutilized, assuming sufficient taxable income is generated in the future. The Company is in the process of updating its Section 382 study and preliminary indications show there will be no additional limitations in using Federal and State NOL carryforwards.

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Under the Tax Cuts and Jobs Act enacted in 2017 (Tax Act) as modified by the Coronavirus Aid, Relief, and Economic Security Act enacted in 2020, (CARES Act), U.S. federal NOL carryforwards generated in taxable periods beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such NOL carryforwards in taxable years beginning after December 31, 2020 is limited to 80% of taxable income. In addition, federal NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation, and NOLs generated in tax years ending before January 1, 2018 will continue to have

a two-year carryback
and twenty-year carryforward period. Deferred tax assets for NOLs will need to be measured at the applicable tax rate in effect when the NOL is expected to be utilized. Similar rules may apply under state tax laws. The changes in the carryforward/carryback periods as well as the new limitation on use of NOLs may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2017.
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Risks Related to Being a Public Company

As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (Exchange(the Exchange Act), the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank), the listing requirements of The Nasdaq Global Select Market (Nasdaq), and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time consuming, or costly, and increase demand on our systems and resources, particularly after we are no longer an emerging growth company.resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. It may require significant resources and management oversight to maintain and, if necessary, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. To comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which would increase our costs and expenses.

As a public company,"large accelerated" filer, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act (Section 404), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting commencing with our second annual report on

Form 10-K.
reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

This assessment will need to includeincludes disclosure of any material weaknesses identified by our management in our internal control over financial reporting as well as a statement thatand our independent registered public accounting firm has issuedwill be required to issue an opinion on the effectiveness of our internal control over financial reporting, provided that our independent registered public accounting firm will not be requiredreporting. We expect to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filedincur significant expenses and devote substantial management effort toward ensuring compliance with the SEC following the laterauditor attestation requirements of the dateSection 404. Furthermore, we will also have to file a more expansive proxy statement and are deemedsubject to be an “accelerated filer” or a “large accelerated filer,” eachshorter filing deadlines, which will require additional time and expense as defined in the Exchange Act, or the date we are no longer an emerging growth company, as defined in the JOBS Act. well.

An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. We will beare required to disclose changes made in our internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, we mayhave undertaken and expect to need to continue to undertake various actions, such as implementing new internal controls and procedures, and hiring risk professionals, accounting orand internal audit staff.

staff, and engaging outside consultants, which will increase our operating expenses.

We are actively engaged in the early stages of theongoing costly and challenging process of compiling the system and processing documentation necessary to performperforming the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing, and any required remediation in a timely fashion. During the evaluation and testing process, if we identify material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

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If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control, including as a result of a material weakness, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

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Increased scrutiny from investors and others or changes in regulations regarding our environmental, social, governance, or sustainability responsibilities could result in additional costs or risks and adversely impact our reputation, employee retention, and willingness of Contents

partners, clients or our clients’ customers to do business with us.

Investor advocacy groups, certain institutional investors, investment funds, other market participants, stockholders, and consumer groups have focused increasingly on ESG or “sustainability” practices of companies. These parties have placed increased importance on the implications of the social cost of their investments. We have convened a cross-functional working group to further enhance our commitment to sustainability and ESG, and recognize the importance of communicating our progress on ESG to our stakeholders. As part of its responsibilities, our ESG working group is assessing opportunities for communicating progress on our priority initiatives. However, if our ESG practices do not meet (or are viewed as not meeting) investor or other industry stakeholder expectations and standards, which continue to evolve, our brand, reputation and employee retention may be negatively impacted, including based on an assessment of our ESG practices. Any sustainability report that we publish or sustainability disclosure we make may include our policies and practices on a variety of social and ethical matters, including corporate governance, community involvement, environmental compliance, employee health and safety practices, cybersecurity and privacy, human capital management, and workforce equity, inclusion and diversity. It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption. We could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices. Also, our failure, or perceived failure, to meet the standards included in any sustainability disclosure could negatively impact our reputation, employee retention, and the willingness of our partners, clients or our clients’ customers to do business with us.

In addition, increasing governmental interest in, and public awareness of, the impacts and effects of climate change and greater emphasis on sustainability by federal, state, and international governments could lead to further regulatory efforts to address the carbon impact of housing and travel. In particular, the current regulatory landscape regarding climate change (including disclosure requirements and requirements regarding energy and water use and efficiency), both within the United States and in many other locations where we operate worldwide, is evolving at a pace, and is likely to continue to develop in ways, that require our business to adapt. Many U.S. states, either individually or through multi-state regional initiatives, have begun to address greenhouse gas emissions, including disclosure requirements relating thereto, and some U.S. states have also adopted various ESG-related efforts, initiatives and requirements. As a result, governments may enact new laws and regulations and/or view matters or interpret laws and regulations differently than they have in the past, including laws and regulations which are responsive to ESG trends or otherwise seek to reduce the carbon emissions relating to travel and set minimum energy efficiency requirements, which could materially adversely affect our business, results of operations, and financial condition. The legislative landscape continues to be in a state of constant change as well as legal challenge with respect to these laws and regulations, making it difficult to predict with certainty the ultimate impact they will have on our business in the aggregate.

We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we will continue to incur significant legal, accounting, and other expenses that we did not incur as a privateresult of operating as a public company, which we expect to further increase after we are no longer an “emerging growth company.”increased during 2023 as a result of becoming a "large accelerated" filer. The Sarbanes-Oxley Act, Dodd-Frank, the listing requirements of the Nasdaq, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel devote a substantial amount of time to compliance with these requirements and interacting with public company investors and securities analysts. These new obligations and constituents require significant attention from our management team and could divert their attention away from the

day-to-day
management of our business, which could harm our business, operating results, and financial condition. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

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Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile or may decline regardless of our operating performance and you may not be able to resell your shares at or above the price you paid for them.

An active or liquid market in our common stock may not be sustainable. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•
overall performance of the equity markets;
•
our operating performance and the performance of other similar companies;
•
delays in the roll out of new solutions;
•
changes in our projected operating results that we provide to the public, our failure to meet these projections or changes in recommendations by securities analysts that elect to follow our common stock;
•
regulatory actions with respect to our payment solutions;
•
regulatory or legal developments in the United States and other countries;
•
the level of expenses related to our solutions;
•
announcements of acquisitions, strategic alliances or significant agreements by us or by our competitors;
•
developments or disputes concerning patent applications, issued patents or other intellectual property or proprietary rights;
•
recruitment or departure of key personnel;
•
the economy as a whole and market conditions in our industry,industry;
•
political or social unrest, war or other military conflict, including conditions resulting froman escalation of the
COVID-19
pandemic; conflict between Russia and Ukraine, or between Israel and Hamas, respectively, economic instability, repression, or human rights issues;
•
variations in our financial results or the financial results of companies that are perceived to be similar to us;
•
financing or other corporate transactions, or inability to obtain additional funding;
•
restrictions that negatively impact international travel, study or commerce;
•
changes in the structure of payment systems;
•
effects of the ongoing United States-China and Canada-India diplomatic and trade war;
friction;
•
trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding common stock;
•
the expiration of market standoff or contractual
lock-up
agreements;
•
the size of our market float; and
•
any other factors discussed in this Quarterly Report on Form
10-Q
and our Final Prospectus.other SEC filings.
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In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.

Concerns over economic recession, interest rate increases and inflation, supply chain delays and disruptions, policy priorities of the U.S. presidential administration and Congress, trade wars, unemployment, or prolonged government shutdown may contribute to increased volatility and diminished expectations for the economy and markets. Additionally,

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concern over geopolitical issues may also contribute to prolonged market volatility and instability. For example, the conflict between Russia and Ukraine could lead to disruption, instability and volatility in global markets and industries. The U.S. government and other governments in jurisdictions have imposed severe economic sanctions and export controls against Russia and Russian interests, have removed Russia from the SWIFT system, and have threatened additional sanctions and controls. The full impact of these measures, as well as potential responses to them by Russia, is unknown.

Stock prices of many companies, and technology companies in particular, have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a
non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering (December 31, 2026), (ii) the last day of the first fiscal year in which our annual gross revenue is $1.07 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in
non-convertible
debt securities, and (iv) the date on which we are deemed to be a “large accelerated filer,” which will occur as of the end of any fiscal year in which we (x) have an aggregate market value of our common stock held by
non-affiliates
of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (y) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months, and (z) have filed at least one annual report pursuant to the Exchange Act.
We cannot predict if investors will find our common stock less attractive if we continue to choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future operating results may not be as comparable to the operating results of certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our intellectual property on unfavorable terms to us.

Until such time, if ever, as we can generate substantial revenue, we may finance our cash needs through a combination of equity offerings, government or private party grants, debt financings and strategic partnership agreements. We may seek additional capital through a variety of means, including through strategic partnership arrangements, public or private equity or debt financings, third-party funding and marketing and distribution arrangements, as well as other strategic alliances and licensing arrangements or any combination of these approaches. However, the disruptiondisruptions in the capital markets, caused by the

COVID-19
outbreakparticularly with respect to financial technology companies, could make any financing more challenging, and there can be no assurance that we will be able to raise capital on commercially reasonable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms may include liquidation preferences or other rights, powers or preferences that may adversely affect your rights as a stockholder. To the extent that debt financing is available, and we choose to raise additional capital in the form of debt, such debt financing may involve agreements that include covenants limiting or restricting our ability to take certain actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional capital pursuant to collaborations, licensing arrangements or other strategic partnerships, such agreements may require us to relinquish rights to our technologies.

If we are unable to raise additional funds through equity or debt financing or through collaborations or strategic partnerships when needed, we may be required to delay, limit, reduce or terminate the development of our solutions or commercialization efforts.

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We may allocate our cash and cash equivalents in ways that you and other stockholders may not approve.

Our management has broad discretion in the application of our cash and cash equivalents, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately.equivalents. Because of the number and variability of factors that determine our use of our cash and cash equivalents, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceedscash and cash equivalents in ways that ultimately increase the value of your investment. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from our initial public offeringcash and cash equivalents in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from the initial public offeringour cash and cash equivalents in ways that enhance stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If no or only very few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

Substantial

Sales of substantial amounts of our outstanding shares may be sold into the market in the near future. If there are substantial sales of shares of our common stock in the public markets could cause the market price of our common stock couldto decline.

The price of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or if there is a large number of shares of our common stock

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available for sale and the market perceives that sales will occur. AllWe had a total of the shares of common stock sold in our initial public offering are available for sale in the public market, unless purchased by our affiliates. Substantially all of our outstanding shares of common stock prior to the initial public offering are currently restricted from resale as a result of

“lock-up”
agreements (which may be waived by Goldman Sachs & Co. LLC, in its sole discretion, with or without notice). The lock-up agreements will terminate, and accordingly, the122,255,050 shares of our voting common stock and 1,873,320 shares of our non-voting common stock (following conversion into our common stock) subject to such agreements will be eligible for sale in the public market beginning at the commencementoutstanding as of trading on the earlier of (i) the second trading day immediately following our public release of quarterly results for the quarter ended September 30, 2021 and (ii) November 21, 2021.
SharesMarch 31, 2024. Other than shares held by directors, executive officers and other affiliates will bethat are subject to volume limitations under Rule 144 under the Securities Act and various vesting agreements.
agreements, these shares of common stock generally are freely tradable without restrictions or further registration under the Securities Act.

Certain of our stockholders will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders, subject to market standoff and

lock-up
agreements. We registered shares of common stock that we have issued and may issue under our employee equity incentive plans. These shares will be able to be sold freely in the public market upon issuance, subject to existing market standoff or
lock-up
agreements and securities laws.

The market price of the shares of our common stock could decline as a result of the sale of a substantial number of our shares of common stock in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares, including as a result of the release of restrictions under existing market standoff or

lock-up
agreements.
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shares.

The concentration of our stock ownership will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring stockholder approval.

As of June 30, 2021,March 31, 2024, our current executive officers, directors and the holders of more than 5% of our outstanding voting and non-voting common stock, in the aggregate, beneficially owned approximately 38.6%a significant percentage of our outstanding voting and non-voting common stock. As a result, these stockholders, acting together, will have significant influence over all matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate actions might be taken even if other stockholders including those who purchased shares in the initial public offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividend on our common stock and do not currently intend to do so for the foreseeable future. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our senior secured revolving credit syndication loan and security agreement currently prohibits us from paying dividends on our equity securities, and any future debt financing arrangement may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any return to stockholders will therefore be limited to the appreciation of their stock. Therefore, the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (DGCL) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may make the acquisition of our company more difficult, including the following:

•
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
•
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

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•
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
•
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
•
the requirement that a special meeting of stockholders may be called only by a majority vote of our entire board of directors, the chairman of our board of directors or our chief executive officer, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
•
the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation or our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt; and
•
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

In addition, as a Delaware corporation, we are subject to Section 203 of the DGCL. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out of this provision.

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These and other provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law could make it more difficult for stockholders or potential acquirors to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

FlyMates.

Our amended and restated certificate of incorporation will provideprovides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our certificate of incorporation or our bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine. This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our amended and restated certificate of incorporation provides further that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. These choices of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employeesFlyMates and may discourage these types of lawsuits. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive-forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. If a court were to find the exclusive-forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

During the second quarter ended March 31, 2024, we issued an aggregate of fiscal 2021, we sold14,166 shares of common stock (the Shares) as part of a settlement with a former stockholder of WPM. The Shares were issued to a former stockholder of WPM that was not a “U.S. person”, as defined in Rule 902 of Regulation S under the Securities Act, or were an “accredited investor,” and the issuance was exempt from the registration requirements of the Securities Act under Regulation S and Rule 506 of Regulation D, respectively. The certificates evidencing the Shares are endorsed with a restrictive Securities Act legend.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b-5 Trading Plans

On February 29, 2024, Robert Orgel, our President and Chief Operating Officer, adopted a trading arrangement for the sale of shares of our common stock upon(a "Rule 10b-5 Trading Plan") that is intended to satisfy the exerciseaffirmative defense conditions of outstanding options under our 2009 Equity IncentiveSecurities Exchange Act Rule 10b5-1(c). Mr. Orgel's Rule 10b-5 Trading Plan and 2018 Stock Incentive Plan. Allprovides for the sale of the forgoing transactions involved issuances of securitiesup to employees of the Company and are exempt from registration pursuant to Rule 701 promulgated under the Securities Act of 1933, as amended, as transactions pursuant to benefit plans and contracts relating to compensation. The following table shows the date of these sales, the number of shares sold, and the per share and aggregate sales price.

Date of Sale
  
Number of
Shares Sold
   
Per Share

Price
   
Aggregate

Price
 
4/1/2021
   68,385    0.22    14,957 
4/2/2021
   96    3.95    379 
4/4/2021
   45,969    3.28    150,651 
4/7/2021
   13,629    1.34    18,245 
4/8/2021
   75,000    0.35    26,500 
4/11/2021
   6,123    3.28    20,106 
4/13/2021
   5,385    3.28    17,645 
4/14/2021
   156    3.30    515 
4/16/2021
   3,000    3.28    9,830 
4/22/2021
   366,561    0.81    297,346 
4/27/2021
   18,570    1.58    29,389 
4/28/2021
   8,748    3.28    28,664 
4/29/2021
   939    3.28    3,077 
4/30/2021
   251,700    2.10    529,697 
5/3/2021
   1,890    3.30    6,241 
5/5/2021
   1,260    3.30    4,162 
5/6/2021
   3,048    2.72    8,303 
5/7/2021
   900    0.77    690 
5/25/2021
   20,075    2.71    54,436 
5/26/2021
   173,913    0.37    64,846 
5/27/2021
   2,186    3.61    7,900 
5/28/2021
   4,439    1.26    5,576 
   
 
 
   
 
 
   
 
 
 
    1,071,972    1.21    1,299,155 
   
 
 
   
 
 
   
 
 
 
In addition, immediately prior to the closing of our IPO, we issued 182,467 shares of our Series C convertible preferred stock upon the net exercise of warrants to purchase shares of Series C convertible preferred stock. Such shares were automatically converted into285,548 shares of common stock in connection with the IPO. The offer, sale, and issuance of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipient of securities in this transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. The recipient of securities in this transaction was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us.
Use of Proceeds
In May 2021, we closed our IPO in which we issued and sold 12,006,000 shares of our voting common stock, including 1,566,000 shares of voting common stock sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at a public offering price of $24.00 per share, for aggregate net proceeds of $263.8 million, after deducting underwriting discounts and commissions of $19.4 million and other offering costs of $4.9 million. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as representativesterms of the underwriters for our IPO. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. Allplan. The plan is effective through June 15, 2025 unless earlier terminated in accordance with the terms of the shares issued and sold in the IPO were registered under the Securities Act pursuant to a Registration Statement on Form
S-1
(File
No. 333-255706),
which was declared effective by the SEC on May 25, 2021, and a Registration Statement on Form
S-1
MEF (File
No. 333-256471)
filed pursuant to Rule 462(b) of the Securities Act.plan.

The IPO terminated after the sale of all securities registered pursuant to the Registration Statements. As of June 30, 2021, the net proceeds of our IPO are in
non-interest
bearing accounts, but are expected to be invested in investment grade, interest-bearing instruments in the third quarter of 2021. There has been no material change in the expected use of the net proceeds from our IPO as described in our final prospectus, dated May 25, 2021, filed with the SEC pursuant to Rule 424(b) relating to our initial public offering.
Item 3.
Defaults Upon Senior Securities.
Not applicable.
Item 4.
Mine Safety Disclosures.
Not applicable.
Item 5.
Other Information.
Not applicable.

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Item 6. Exhibits

Item 6.

Exhibit

Number

Exhibits.

Description

Exhibit
Number

3.1

Description
    3.1

Amended and Restated Certificate of Incorporation of Flywire Corporation, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2021.

3.2

    3.2

Amended and Restated Bylaws of Flywire Corporation, incorporated by reference to Exhibit 3.23.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2021.March 19, 2024.

10.15*

Amended and Restated Credit Agreement, dated as of February 23, 2024, by and among Flywire Corporation, the other Loan Parties party thereto from time to time, the Lenders party thereto from time to time, the Issuing Banks party thereto from time to time, and Citibank, N.A.

  31.1*

10.20*#

Employment Agreement, dated as of February 8, 2024, by and between the Registrant and Cosmin Pitigoi.

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

  31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

  32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

  32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH

101.SCH

Inline XBRL Taxonomy Extension Schema Documentwith embedded linkbase documents.

104

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

# Indicates a management contract or compensatory plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FLYWIRE CORPORATION

FLYWIRE CORPORATION

Date: May 7, 2024

Date: August 16, 2021

By:

By:

/s/ Michael Massaro

Michael Massaro

Principal

Chief Executive Officer

and Director

 (Principal Executive Officer)

Date: August 16, 2021

By:

/s/ Michael Ellis

Date: May 7, 2024

By:

Michael Ellis

/s/ Cosmin Pitigoi

Cosmin Pitigoi

Chief Financial Officer

(Principal Financial and Accounting OfficerOfficer)

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