During the years ended December 31, 2024 and 2023, the Company completed individually immaterial acquisitions that resulted in goodwill and intangible assets being recognized.

On July 8, 2022, the Company completed the acquisition of Deliverr, a company based in San Francisco, California, that provided fulfillment services to ecommerce retailers. The acquisition accelerated the development of Shopify's logistics offering by adding Deliverr's software, which included machine learning and optimization technology. The Company acquired 100% of the outstanding shares of Deliverr in exchange for cash consideration of $1,962 million and $10 million in Shopify Class A subordinate voting shares. In connection with the transaction, a further $294 million in restricted shares, RSUs and stock options were issued and were accounted for as stock-based compensation as they were related to post-combination services. The transaction was accounted for as a business combination.


			in US $ millions
Fair value of net tangible assets and liabilities:
Cash			264
Trade and other receivables, net			7
Other current assets			6
Property and equipment, net			13
Accounts payable and accrued liabilities			(20)
Other current and long-term liabilities			—

Fair value of identifiable intangible assets:
Acquired technology			255
Customer relationships			29
Other intangibles			4
Net deferred tax liability on acquired intangibles			(23)

Goodwill			1,438
Total purchase price			1,972

The acquired technology was valued at $255 million using a relief-from-royalty methodology, the customer relationships were valued at $29 million using a cost approach and other intangibles were valued at $4 million using a relief-from-royalty methodology, and amortized over six, five and three years, respectively. Goodwill from the Deliverr acquisition was primarily attributable to the synergies that resulted from integrating the Deliverr software with Shopify's logistics offering, and the acquisition of the assembled workforce. None of the goodwill recognized is deductible for income tax purposes. The deferred tax liability related to the taxable temporary difference on the acquired intangible assets.

In the second quarter of 2023 the Company sold its logistics businesses (the "divested businesses"). The majority of the logistics business was sold to Flexport, a leading tech-driven global logistics platform. The Company received non-cash consideration in the form of a 13% equity interest on a fully-diluted basis inclusive of warrants and options.

The net assets of the divested businesses had an aggregate carrying amount above their estimated fair value and accordingly, an impairment loss was recorded in operating expenses as "Impairment on sales of Shopify's logistics businesses" in the consolidated statement of operations and comprehensive income (loss), for the year ended December 31, 2023. The components of the sale were as follows in US $ millions:




Goodwill			(1,438)
Intangible assets			(337)
Net assets and transaction costs			(93)
Non-cash consideration received(1)			528
Impairment on sales of Shopify's logistics businesses			(1,340)

(1) The value of non-cash consideration received is an estimate and was independently estimated by Shopify by using unobservable inputs, including the investee's revenue growth rates and revenue multiples based on market comparables.