Keypath Education International 10-Q 23 May 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Mar. 31, 2024	May 20, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	Keypath Education International, Inc.
Entity Central Index Key	0001865852
Entity File Number	000-56641
Entity Tax Identification Number	86-2590572
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--06-30
Entity Current Reporting Status	No
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1501 East Woodfield Road
Entity Address, Address Line Two	Suite 204N
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
Entity Phone Fax Numbers [Line Items]
City Area Code	(224)
Local Phone Number	419-7988
Entity Listings [Line Items]
Title of 12(g) Security	Common Stock, par value $0.01 per share
Entity Common Stock, Shares Outstanding		214,694,686

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Current Assets
Cash	$ 41,223	$ 46,840
Accounts receivable, net of allowance	10,497	10,947
Prepaid expenses and other current assets	1,577	2,232
Total Current Assets	53,297	60,019
Property and equipment, net	707	1,007
Operating lease right-of-use assets	173	392
Goodwill	8,754	8,754
Intangible assets, net	8,611	7,589
Contract acquisition costs	2,523	3,023
Deferred tax asset	253	1,103
Other assets	362	420
Total Assets	74,680	82,307
Current Liabilities
Accounts payable	6,738	6,991
Accrued liabilities	12,355	12,704
Deferred revenue	5,379	7,023
Income tax payable	587	508
Operating lease liabilities	426	553
Total Current Liabilities	25,485	27,779
Deferred tax liabilities	62	29
Long-term operating lease liabilities	139	440
Total Liabilities	25,686	28,248
Stockholders’ Equity
Common stock	2,147	2,140
Additional paid-in capital	259,677	257,564
Accumulated deficit	(212,377)	(204,970)
Accumulated other comprehensive loss	(453)	(675)
Total Stockholders’ Equity	48,994	54,059
Total Liabilities and Stockholders’ Equity	$ 74,680	$ 82,307

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 35,699	$ 32,866	$ 102,608	$ 91,554
Operating expenses:
Salaries and wages	19,062	17,771	53,564	54,326
Direct marketing	12,461	12,214	34,778	34,770
General and administrative	4,248	4,050	13,620	12,071
Depreciation and amortization	1,527	1,323	4,231	4,062
Stock-based compensation	751	1,220	2,170	3,103
Total operating expenses	38,049	36,578	108,363	108,332
Operating loss	(2,350)	(3,712)	(5,755)	(16,778)
Interest expense	(50)		(50)
Other expense, net	(197)	(370)	(398)	(558)
Loss before income taxes	(2,597)	(4,082)	(6,203)	(17,336)
Income tax benefit (expense)	50	(439)	(1,204)	(699)
Net loss	$ (2,547)	$ (4,521)	$ (7,407)	$ (18,035)
Loss per share:
Net loss per common share, basic (in Dollars per share)	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.08)
Weighted-average shares of common stock outstanding, basic (in Shares)	214,694,686	213,630,891	214,515,117	212,778,578
Comprehensive loss:
Net loss	$ (2,547)	$ (4,521)	$ (7,407)	$ (18,035)
Foreign currency translation adjustment	(153)	74	222	(39)
Total comprehensive loss	$ (2,700)	$ (4,447)	$ (7,185)	$ (18,074)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net loss per common share, diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.08)
Weighted-average shares of common stock outstanding, diluted	214,694,686	213,630,891	214,515,117	212,778,578

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance at Jun. 30, 2022	$ 2,082	$ 255,481	$ (180,527)	$ (778)	$ 76,258
Balance (in Shares) at Jun. 30, 2022	208,223,105
Net loss			(18,035)		(18,035)
Currency translation adjustment				(39)	(39)
Stock-based compensation		3,103			3,103
CDI vesting, net of payments of taxes from withheld shares	$ 65	(1,478)			(1,413)
CDI vesting, net of payments of taxes from withheld shares (in Shares)	6,524,159
Employee stock repurchases	$ (10)	(506)			(516)
Employee stock repurchases (in Shares)	(1,069,542)
Balance at Mar. 31, 2023	$ 2,137	256,600	(198,562)	(817)	59,358
Balance (in Shares) at Mar. 31, 2023	213,677,722
Balance at Dec. 31, 2022	$ 2,136	255,406	(194,041)	(891)	62,610
Balance (in Shares) at Dec. 31, 2022	213,523,881
Net loss			(4,521)		(4,521)
Currency translation adjustment				74	74
Stock-based compensation		1,220			1,220
CDI vesting, net of payments of taxes from withheld shares	$ 1	(26)			(25)
CDI vesting, net of payments of taxes from withheld shares (in Shares)	153,841
Balance at Mar. 31, 2023	$ 2,137	256,600	(198,562)	(817)	59,358
Balance (in Shares) at Mar. 31, 2023	213,677,722
Balance at Jun. 30, 2023	$ 2,140	257,564	(204,970)	(675)	54,059
Balance (in Shares) at Jun. 30, 2023	213,971,128
Net loss			(7,407)		(7,407)
Currency translation adjustment				222	222
Stock-based compensation		2,170			2,170
CDI vesting, net of payments of taxes from withheld shares	$ 7	(57)			(50)
CDI vesting, net of payments of taxes from withheld shares (in Shares)	723,558
Balance at Mar. 31, 2024	$ 2,147	259,677	(212,377)	(453)	48,994
Balance (in Shares) at Mar. 31, 2024	214,694,686
Balance at Dec. 31, 2023	$ 2,147	258,926	(209,830)	(300)	50,943
Balance (in Shares) at Dec. 31, 2023	214,694,686
Net loss			(2,547)		(2,547)
Currency translation adjustment				(153)	(153)
Stock-based compensation		751			751
Balance at Mar. 31, 2024	$ 2,147	$ 259,677	$ (212,377)	$ (453)	$ 48,994
Balance (in Shares) at Mar. 31, 2024	214,694,686

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities:
Net loss	$ (7,407)	$ (18,035)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	4,231	4,062
Stock-based compensation	2,170	3,103
Deferred compensation liability		1,825
Deferred income taxes	874	552
Other, net	207	86
Changes in operating assets and liabilities:
Accounts receivable	420	(7,177)
Prepaids and other	599	923
Accounts payable and accrued liabilities	(434)	(6,106)
Deferred revenue	(1,574)	4,851
Income tax payable	65	(370)
Net cash from operating activities	(849)	(16,286)
Investing activities:
Capitalized software and website development costs	(4,172)	(3,324)
Purchases of property and equipment	(232)	(630)
Net cash from investing activities	(4,404)	(3,954)
Financing activities:
Payments of taxes from withheld shares	(50)	(1,413)
Employee stock repurchases		(516)
Net cash from financing activities	(50)	(1,929)
Effect of exchange rate changes on cash	(314)	(162)
Net change in cash	(5,617)	(22,331)
Cash at beginning of period	46,840	59,179
Cash at end of period	41,223	36,848
Supplemental cash flows information:
Income taxes paid	$ 242	$ 390

Principal Business Activity and

Principal Business Activity and Significant Accounting Policies	9 Months Ended
	Mar. 31, 2024
Principal Business Activity and Significant Accounting Policies [Abstract]
Principal business activity and significant accounting policies	1. Principal business activity and significant accounting policies Description of business Keypath Education International, Inc.’s principal activity is OPM primarily serving the postgraduate education market of traditional universities. The Company enables universities in Australia, the U.S., Canada, the U.K., Malaysia and Singapore to deliver technology-enabled online degrees and programs driven by market demand. Through end-to-end technology and data-driven service, the Company and its subsidiaries partner with universities to design, launch, and grow online programs that deliver career-relevant skills to address global, social and economic challenges and prepare busy professionals for the future of work. The suite of services the Company provides to its university partners includes program design and development, marketing, management, student recruitment, student support, clinical placement services and faculty recruitment. Additionally, we continue to develop and improve KeypathEDGE, which offers data-informed insights to improve the experiences of both universities and students. The Company enters into long-term contracts with universities and earns revenue through an agreed revenue share with the relevant university during the contracted term. Keypath has over 700 employees spanning five countries (U.S., Canada, U.K., Australia and Malaysia). Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all intercompany accounts and transactions. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. All amounts are reported in U.S. dollars, unless otherwise noted. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the nine months ended March 31, 2024 and 2023, have been prepared pursuant to the rules and regulations of the SEC for interim reporting and, therefore, do not include all information and footnote disclosures normally included in audited financial statements prepared in conformity with U.S. GAAP. In the opinion of management, however, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Registration Statement on Form 10-12G, filed with the SEC on February 26, 2024, as amended. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any other period. Segment The Company’s chief operating decision maker is its CEO, who reviews the financial results of the Company on an aggregate basis when making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one reportable segment, which is OPM. While the Company operates in different geographies, the OPM business offered by the Company in each geography is fundamentally the same. The CEO evaluates revenue by geography as an important measure of operating performance and growth. However, the costs of the Company are assessed by the CEO on a consolidated basis as many costs are centralized on cross geographic boundaries, and accordingly any measure of profitability by geography is not considered meaningful. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Estimates and assumptions are inherent in the analysis and the measurement of impairment of accounts receivable, the recoverability of long-lived assets, amortizable intangibles, goodwill, deferred tax assets, and stock-based compensation expense. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.

Revenue

Revenue	9 Months Ended
	Mar. 31, 2024
Revenue [Abstract]
Revenue	2. Revenue The following table presents revenue disaggregated by geographical regions for the three and nine months ended March 31, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Americas & Europe $ 21,060 $ 18,584 $ 59,376 $ 50,545 APAC 14,639 14,282 43,232 41,009 Total revenue $ 35,699 $ 32,866 $ 102,608 $ 91,554 Our Americas & Europe region includes the U.S., Canada and the U.K. Our Asia-Pacific (“APAC”) region currently includes Australia, Malaysia and Singapore. Contract Acquisition Costs The Company’s incremental direct costs of obtaining a contract, which consist of sales commissions, are capitalized and amortized over the term of the contract life, which usually ranges from seven to ten years. The following table represents amortization of the sales commissions for the three and nine months ended March 31, 2024 and 2023, recognized within depreciation and amortization in the condensed consolidated statement of operations and comprehensive loss: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Amortization of capitalized sales commissions $ 191 $ 142 $ 517 $ 405 Contract acquisition costs consisted of the following: March 31, June 30, Gross carrying amount $ 4,884 $ 4,902 Accumulated amortization (2,361 ) (1,879 ) Net contract acquisition costs $ 2,523 $ 3,023 Contract liabilities Contract liabilities consist of deferred revenue. The following table presents the changes in the Company’s deferred revenue for the nine months ended March 31, 2024: Balance as of June 30, 2023 $ 7,023 Additional amounts deferred 4,272 Revenue recognized (5,916 ) Balance as of March 31, 2024 $ 5,379 Allowance for Doubtful Accounts The following table presents the changes in the Company’s allowance for doubtful accounts for the nine months ended March 31, 2024: Balance as of June 30, 2023 $ 575 Charged to expenses 10 Write-offs (405 ) Balance as of March 31, 2024 $ 180

Amortizable Intangible Assets

Amortizable Intangible Assets	9 Months Ended
	Mar. 31, 2024
Amortizable Intangible Assets [Abstract]
Amortizable intangible assets	3. Amortizable intangible assets Finite-lived intangible assets consisted of the following as of March 31, 2024 and June 30, 2023: Gross Carrying Accumulated Net Value Capitalized course development costs $ 13,833 $ (9,191 ) $ 4,642 Capitalized software and website development costs 7,147 (4,305 ) 2,842 Customer relationships 1,910 (1,340 ) 570 Trade names 205 (144 ) 61 Work in progress – course development 496 - 496 Balance as of March 31, 2024 $ 23,591 $ (14,980 ) $ 8,611 Gross Carrying Accumulated Net Value Capitalized course development costs $ 11,582 $ (7,382 ) $ 4,200 Capitalized software and website development costs 5,388 (3,238 ) 2,150 Customer relationships 1,910 (1,220 ) 690 Trade names 205 (131 ) 74 Work in progress – course development 475 - 475 Balance as of June 30, 2023 $ 19,560 $ (11,971 ) $ 7,589 The changes in the carrying amount of intangible assets were as follows: Balance as of June 30, 2023 $ 7,589 Additions 4,172 Amortization during the period (3,120 ) Changes due to foreign currency fluctuations (30 ) Balance as of March 31, 2024 $ 8,611

Accrued Liabilities

Accrued Liabilities	9 Months Ended
	Mar. 31, 2024
Accrued Liabilities [Abstract]
Accrued liabilities	4. Accrued liabilities Accrued liabilities consisted of the following as of March 31, 2024 and June 30, 2023: March 31, June 30, Compensation $ 7,423 $ 7,446 Direct marketing 3,755 4,304 Professional fees 843 550 Other 334 404 Total accrued liabilities $ 12,355 $ 12,704

Deferred Compensation Liability

Deferred Compensation Liability	9 Months Ended
	Mar. 31, 2024
Deferred Compensation Liability [Abstract]
Deferred compensation liability	5. Deferred compensation liability In conjunction with the Company’s IPO, the Legacy LTIP Cash Awards granted each eligible employee the right to receive a cash payment if the Company achieves certain market capitalization criteria within two years following the IPO, provided that the eligible employee remains in continuous employment with the Company on the payment date following the achievement of the applicable market capitalization criteria. The maximum contractual term of the liability award was $4,000. In August 2022, the Board of Directors approved termination of the Legacy LTIP Cash Awards in exchange for the payment of an amount equal to 50% of the maximum award. Subsequently, in September 2022, holders of the Legacy LTIP Cash Awards received a cash payment of $2,000. Accrued deferred compensation liability was $175 as of June 30, 2022. Legacy LTIP Cash Awards expense was $1,825 for the nine months ended March 31, 2023, and is recognized within salaries and wages in the condensed consolidated statement of operations and comprehensive loss.

Loss Per Share

Loss Per Share	9 Months Ended
	Mar. 31, 2024
Loss Per Share [Abstract]
Loss per share	6. Loss per share Basic loss per share is computed by dividing loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic loss per share for the three and nine months ended March 31, 2024 and 2023 because the effects of potentially dilutive items were anti-dilutive, given the Company’s net loss. Accordingly, 4,894,462 options for CDIs and 10,578,569 RSUs have been excluded from the calculation of weighted-average number of shares for the three and nine months ended March 31, 2024. 5,634,396 options for CDIs, 412,610 CDI Rights and 5,651,208 RSUs have been excluded from the calculation of weighted-average number of shares for the three and nine months ended March 31, 2023. The following table summarizes the loss per share for the three and nine months ended March 31, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (2,547 ) $ (4,521 ) $ (7,407 ) $ (18,035 ) Denominator: Weighted-average common shares, basic and diluted 214,694,686 213,630,891 214,515,117 212,778,578 Loss per share, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.08 )

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Mar. 31, 2024
Stock-Based Compensation [Abstract]
Stock-based compensation	7. Stock-based compensation In November 2023, the Board of Directors of Keypath approved the issuance of RSUs to certain employees and members of the executive leadership team (“ELT”) granted under the 2021 Equity Incentive Plan. There are two plans under the RSU award agreement: ● Long-Term Equity (LTE) Plan – to ELT and certain employees ● Long-Term Incentive (LTI) Plan – to ELT The fair value of RSUs is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over the service period. RSUs granted in November 2023 under the LTE Plan vest in equal, annual installments over a three-year period (a “tranche”) on September 1, 2024, September 1, 2025 and September 1, 2026, in each case, if the participant is continuously employed by, or maintains a service relationship with, the Company or any Affiliate through the applicable vesting date. 5,220,000 RSUs under LTE Plan were assigned a weighted-average fair value of $0.19 per award, for a total value of approximately $1.0 million. RSUs granted in November 2023 under the LTI Plan vest on September 1, 2026 (cliff vesting period of three years), if the participant is continuously employed by, or maintains a service relationship with, the Company or any affiliate through such date, and based on achievement of performance criteria in relation to revenue and Adjusted EBITDA for fiscal year 2026. Management believes that achievement of the performance criteria are probable as of the grant date and as of March 31, 2024. 1,250,000 RSUs under the LTI Plan were assigned a weighted-average fair value of $0.19 per award, for a total value of approximately $0.2 million. The following table presents stock-based compensation expense recognized within salaries and wages in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended March 31, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 CDIs $ 50 $ 143 $ 210 $ 531 CDI Rights - 169 - 756 Options 284 513 1,019 1,288 RSUs 417 395 941 528 Stock-based compensation $ 751 $ 1,220 $ 2,170 $ 3,103

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Mar. 31, 2024
Commitments and Contingencies [Abstract]
Commitments and contingencies	8. Commitments and contingencies The Company is not aware of any pending or threatened legal proceedings that individually or in the aggregate would have a material adverse effect on the Company’s business, operating results, or financial conditions. The Company may in the future be party to litigation arising in the ordinary course of business. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources. In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provides for the potential of indemnification obligations. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company but have not yet been made. To date, the Company has not paid any claims or been required to defend any actions related to its indemnification obligations; however, the Company may record charges in the future as a result of these indemnification obligations. In addition, the Company has indemnification agreements with its directors and certain executive officers that require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service with the Company. The terms of such obligations may vary.

Subsequent Events

Subsequent Events	9 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent events	9. Subsequent events The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the condensed consolidated financial statements through May 23, 2024, the date the condensed consolidated financial statements were available to be issued. On May 23, 2024, the Company entered into an Agreement and Plan of Merger with Karpos Intermediate, LLC, a Delaware limited liability company (“Parent”), and Karpos Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Parent is a newly formed entity that is an affiliate of Sterling Partners, which also indirectly controls AVI Mezz Co., L.P. (the “Majority Stockholder”), which holds its Company CDIs on behalf of Sterling Capital Partners IV, L.P. and SCP IV Parallel, L.P.. The Majority Stockholder currently holds approximately 66% of the outstanding CDIs. The proposed transaction constitutes a “going-private transaction” under the rules of the SEC and is expected to close by the first quarter of our fiscal year 2025, subject to customary closing conditions, including stockholder approval.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,547)	$ (4,521)	$ (7,407)	$ (18,035)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Modified [Flag]	false
Rule 10b5-1 Arrangement Modified [Flag]	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Mar. 31, 2024
Principal Business Activity and Significant Accounting Policies [Abstract]
Description of business	Description of business Keypath Education International, Inc.’s principal activity is OPM primarily serving the postgraduate education market of traditional universities. The Company enables universities in Australia, the U.S., Canada, the U.K., Malaysia and Singapore to deliver technology-enabled online degrees and programs driven by market demand. Through end-to-end technology and data-driven service, the Company and its subsidiaries partner with universities to design, launch, and grow online programs that deliver career-relevant skills to address global, social and economic challenges and prepare busy professionals for the future of work. The suite of services the Company provides to its university partners includes program design and development, marketing, management, student recruitment, student support, clinical placement services and faculty recruitment. Additionally, we continue to develop and improve KeypathEDGE, which offers data-informed insights to improve the experiences of both universities and students. The Company enters into long-term contracts with universities and earns revenue through an agreed revenue share with the relevant university during the contracted term. Keypath has over 700 employees spanning five countries (U.S., Canada, U.K., Australia and Malaysia).
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries after elimination of all intercompany accounts and transactions. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. All amounts are reported in U.S. dollars, unless otherwise noted. The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the nine months ended March 31, 2024 and 2023, have been prepared pursuant to the rules and regulations of the SEC for interim reporting and, therefore, do not include all information and footnote disclosures normally included in audited financial statements prepared in conformity with U.S. GAAP. In the opinion of management, however, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Registration Statement on Form 10-12G, filed with the SEC on February 26, 2024, as amended. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any other period.
Segment	Segment The Company’s chief operating decision maker is its CEO, who reviews the financial results of the Company on an aggregate basis when making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in one reportable segment, which is OPM. While the Company operates in different geographies, the OPM business offered by the Company in each geography is fundamentally the same. The CEO evaluates revenue by geography as an important measure of operating performance and growth. However, the costs of the Company are assessed by the CEO on a consolidated basis as many costs are centralized on cross geographic boundaries, and accordingly any measure of profitability by geography is not considered meaningful.
Use of estimates	Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances. Estimates and assumptions are inherent in the analysis and the measurement of impairment of accounts receivable, the recoverability of long-lived assets, amortizable intangibles, goodwill, deferred tax assets, and stock-based compensation expense. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis.

Revenue (Tables)

Revenue (Tables)	9 Months Ended
	Mar. 31, 2024
Revenue [Abstract]
Schedule of Revenue Disaggregated by Geographical Regions	The following table presents revenue disaggregated by geographical regions for the three and nine months ended March 31, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Americas & Europe $ 21,060 $ 18,584 $ 59,376 $ 50,545 APAC 14,639 14,282 43,232 41,009 Total revenue $ 35,699 $ 32,866 $ 102,608 $ 91,554
Schedule of Amortization of the Sales Commissions	The following table represents amortization of the sales commissions for the three and nine months ended March 31, 2024 and 2023, recognized within depreciation and amortization in the condensed consolidated statement of operations and comprehensive loss: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Amortization of capitalized sales commissions $ 191 $ 142 $ 517 $ 405
Schedule of Contract Acquisition Costs	Contract acquisition costs consisted of the following: March 31, June 30, Gross carrying amount $ 4,884 $ 4,902 Accumulated amortization (2,361 ) (1,879 ) Net contract acquisition costs $ 2,523 $ 3,023
Schedule of Deferred Revenue	The following table presents the changes in the Company’s deferred revenue for the nine months ended March 31, 2024: Balance as of June 30, 2023 $ 7,023 Additional amounts deferred 4,272 Revenue recognized (5,916 ) Balance as of March 31, 2024 $ 5,379
Schedule of Allowance for Doubtful Accounts	The following table presents the changes in the Company’s allowance for doubtful accounts for the nine months ended March 31, 2024: Balance as of June 30, 2023 $ 575 Charged to expenses 10 Write-offs (405 ) Balance as of March 31, 2024 $ 180

Amortizable Intangible Assets (

Amortizable Intangible Assets (Tables)	9 Months Ended
	Mar. 31, 2024
Amortizable Intangible Assets [Abstract]
Schedule of Intangible Assets	Finite-lived intangible assets consisted of the following as of March 31, 2024 and June 30, 2023: Gross Carrying Accumulated Net Value Capitalized course development costs $ 13,833 $ (9,191 ) $ 4,642 Capitalized software and website development costs 7,147 (4,305 ) 2,842 Customer relationships 1,910 (1,340 ) 570 Trade names 205 (144 ) 61 Work in progress – course development 496 - 496 Balance as of March 31, 2024 $ 23,591 $ (14,980 ) $ 8,611 Gross Carrying Accumulated Net Value Capitalized course development costs $ 11,582 $ (7,382 ) $ 4,200 Capitalized software and website development costs 5,388 (3,238 ) 2,150 Customer relationships 1,910 (1,220 ) 690 Trade names 205 (131 ) 74 Work in progress – course development 475 - 475 Balance as of June 30, 2023 $ 19,560 $ (11,971 ) $ 7,589
Schedule of Changes in Carrying Amount of Intangible Assets	The changes in the carrying amount of intangible assets were as follows: Balance as of June 30, 2023 $ 7,589 Additions 4,172 Amortization during the period (3,120 ) Changes due to foreign currency fluctuations (30 ) Balance as of March 31, 2024 $ 8,611

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
	Mar. 31, 2024
Accrued Liabilities [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following as of March 31, 2024 and June 30, 2023: March 31, June 30, Compensation $ 7,423 $ 7,446 Direct marketing 3,755 4,304 Professional fees 843 550 Other 334 404 Total accrued liabilities $ 12,355 $ 12,704

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Mar. 31, 2024
Loss Per Share [Abstract]
Schedule of Loss Per Share	The following table summarizes the loss per share for the three and nine months ended March 31, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 Numerator: Net loss $ (2,547 ) $ (4,521 ) $ (7,407 ) $ (18,035 ) Denominator: Weighted-average common shares, basic and diluted 214,694,686 213,630,891 214,515,117 212,778,578 Loss per share, basic and diluted $ (0.01 ) $ (0.02 ) $ (0.03 ) $ (0.08 )

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Mar. 31, 2024
Stock-Based Compensation [Abstract]
Schedule of Stock-Based Compensation	The following table presents stock-based compensation expense recognized within salaries and wages in the condensed consolidated statement of operations and comprehensive loss for the three and nine months ended March 31, 2024 and 2023: Three Months Ended Nine Months Ended 2024 2023 2024 2023 CDIs $ 50 $ 143 $ 210 $ 531 CDI Rights - 169 - 756 Options 284 513 1,019 1,288 RSUs 417 395 941 528 Stock-based compensation $ 751 $ 1,220 $ 2,170 $ 3,103

Principal Business Activity a_2

Principal Business Activity and Significant Accounting Policies (Details)	9 Months Ended
	Mar. 31, 2024
Principal Business Activity and Significant Accounting Policies [Abstract]
Reportable segment	1

Revenue (Details)

Revenue (Details)	Mar. 31, 2024
Minimum [Member]
Revenue [Line Items]
Capitalized and amortized term of contract	7 years
Maximum [Member]
Revenue [Line Items]
Capitalized and amortized term of contract	10 years

Revenue (Details) - Schedule of

Revenue (Details) - Schedule of Revenue Disaggregated by Geographical Regions - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Schedule of Revenue Disaggregated by Geographical Regions [Line Items]
Total revenue	$ 35,699	$ 32,866	$ 102,608	$ 91,554
Americas & Europe [Member]
Schedule of Revenue Disaggregated by Geographical Regions [Line Items]
Total revenue	21,060	18,584	59,376	50,545
APAC [Member]
Schedule of Revenue Disaggregated by Geographical Regions [Line Items]
Total revenue	$ 14,639	$ 14,282	$ 43,232	$ 41,009

Revenue (Details) - Schedule _2

Revenue (Details) - Schedule of Amortization of the Sales Commissions - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Schedule of Capitalization and Amortization of the Sales Commissions [Abstract]
Amortization of capitalized sales commissions	$ 191	$ 142	$ 517	$ 405

Revenue (Details) - Schedule _3

Revenue (Details) - Schedule of Contract Acquisition Costs - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Schedule of Contract Acquisition Costs [Abstract]
Gross carrying amount	$ 4,884	$ 4,902
Accumulated amortization	(2,361)	(1,879)
Net contract acquisition costs	$ 2,523	$ 3,023

Revenue (Details) - Schedule _4

Revenue (Details) - Schedule of Deferred Revenue $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Deferred Revenue [Abstract]
Balance at beginning	$ 7,023
Balance at ending	5,379
Additional amounts deferred	4,272
Revenue recognized	$ (5,916)

Revenue (Details) - Schedule _5

Revenue (Details) - Schedule of Allowance for Doubtful Accounts $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Allowance for Doubtful Accounts [Abstract]
Beginning Balance	$ 575
Ending Balance	180
Charged to expenses	10
Write-offs	$ (405)

Amortizable Intangible Assets_2

Amortizable Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Schedule of Intangible Assets [Line Items]
Balance as of, Gross Carrying Amount	$ 23,591	$ 19,560
Balance as of, Accumulated Amortization	(14,980)	(11,971)
Balance as of, Net Value	8,611	7,589
Capitalized course development costs [Member]
Schedule of Intangible Assets [Line Items]
Balance as of, Gross Carrying Amount	13,833	11,582
Balance as of, Accumulated Amortization	(9,191)	(7,382)
Balance as of, Net Value	4,642	4,200
Capitalized software and website development costs [Member]
Schedule of Intangible Assets [Line Items]
Balance as of, Gross Carrying Amount	7,147	5,388
Balance as of, Accumulated Amortization	(4,305)	(3,238)
Balance as of, Net Value	2,842	2,150
Customer relationships [Member]
Schedule of Intangible Assets [Line Items]
Balance as of, Gross Carrying Amount	1,910	1,910
Balance as of, Accumulated Amortization	(1,340)	(1,220)
Balance as of, Net Value	570	690
Trade names [Member]
Schedule of Intangible Assets [Line Items]
Balance as of, Gross Carrying Amount	205	205
Balance as of, Accumulated Amortization	(144)	(131)
Balance as of, Net Value	61	74
Work in progress – course development [Member]
Schedule of Intangible Assets [Line Items]
Balance as of, Gross Carrying Amount	496	475
Balance as of, Accumulated Amortization
Balance as of, Net Value	$ 496	$ 475

Amortizable Intangible Assets_3

Amortizable Intangible Assets (Details) - Schedule of Carrying Amount of Intangible Assets $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Carrying Amount of Intangible Assets [Abstract]
Balance at Beginning	$ 7,589
Additions	4,172
Amortization during the period	(3,120)
Changes due to foreign currency fluctuations	(30)
Balance at Ending	$ 8,611

Accrued Liabilities (Details) -

Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Schedule of Accrued Liabilities [Abstract]
Compensation	$ 7,423	$ 7,446
Direct marketing	3,755	4,304
Professional fees	843	550
Other	334	404
Total accrued liabilities	$ 12,355	$ 12,704

Deferred Compensation Liabili_2

Deferred Compensation Liability (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Sep. 30, 2022	Jun. 30, 2022
Deferred Compensation Liability [Abstract]
Contractual term of the liability	$ 4,000
Legacy LTIP cash awards received by holders		$ 2,000
Accrued deferred compensation liability			$ 175
Legacy LTIP cash awards expense	$ 1,825

Loss Per Share (Details)

Loss Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Options for CDIs [Member]
Loss Per Share [Line Items]
Weighted average number of shares	4,894,462	5,634,396	4,894,462	5,634,396
RSUs [Member]
Loss Per Share [Line Items]
Weighted average number of shares	10,578,569	5,651,208	10,578,569	5,651,208
CDI Rights [Member]
Loss Per Share [Line Items]
Weighted average number of shares		412,610		412,610

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of Loss Per Share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net loss	$ (2,547)	$ (4,521)	$ (7,407)	$ (18,035)
Denominator:
Weighted-average common shares, basic	214,694,686	213,630,891	214,515,117	212,778,578
Loss per share, basic	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.08)

Loss Per Share (Details) - Sc_2

Loss Per Share (Details) - Schedule of Loss Per Share (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Schedule of Loss Per Share [Abstract]
Weighted-average common shares, diluted	214,694,686	213,630,891	214,515,117	212,778,578
Loss per share, diluted	$ (0.01)	$ (0.02)	$ (0.03)	$ (0.08)

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - RSUs [Member] $ / shares in Units, $ in Millions	1 Months Ended
	Nov. 30, 2023 USD ($) $ / shares shares
LTE Plan [Member]
Stock-Based Compensation [Line Items]
Number of awards granted in period | shares	5,220,000
Weighted average fair value | $ / shares	$ 0.19
Total value of awards granted | $	$ 1
LTI Plan [Member]
Stock-Based Compensation [Line Items]
Number of awards granted in period | shares	1,250,000
Weighted average fair value | $ / shares	$ 0.19
Total value of awards granted | $	$ 0.2

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of Stock-Based Compensation - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 751	$ 1,220	$ 2,170	$ 3,103
Salaries and Wages [Member] | CDIs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	50	143	210	531
Salaries and Wages [Member] | CDI Rights [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation		169		756
Salaries and Wages [Member] | Equity Option [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	284	513	1,019	1,288
Salaries and Wages [Member] | RSUs [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 417	$ 395	$ 941	$ 528

Subsequent Events (Details)

Subsequent Events (Details)	May 23, 2024
Forecast [Member]
Subsequent Events (Details) [Line Items]
Percentage of capital partners	66%