BUSINESS COMBINATIONS |
9 Months Ended |
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Sep. 30, 2022 | |
| Business Combination and Asset Acquisition [Abstract] | |
| BUSINESS COMBINATIONS | NOTE 3: BUSINESS COMBINATIONS Pending Acquisition of Ziglu On April 16, 2022, we entered into a definitive stock purchase agreement to acquire all outstanding equity of Ziglu Limited (“Ziglu”), a U.K.-based electronic money institution and crypto-asset firm that allows customers to buy and sell eligible cryptocurrencies, earn yield via its ‘Boost’ products, pay using a debit card, and move and spend money without fees. On August 15, 2022, the stock purchase agreement was amended, resulting in a purchase price reduction. Under the amendment, the aggregate purchase consideration to be paid by us is approximately $73 million. This purchase price remains subject to customary adjustments as set forth in the agreement, including a deduction to account for any pre-closing advances we make to Ziglu for working capital purposes in accordance with the terms of the agreement. To date, we have funded advances of $12 million in the aggregate which Ziglu may use for working and regulatory capital needs until close, and will either i) be treated a direct deduction to the purchase price at close, ii) becomes convertible into Ziglu equity upon a next round of financing, IPO, sale or dissolution of Ziglu, or iii) becomes convertible at our option beginning July 16, 2023. Purchase consideration will be payable primarily in cash with the remainder to be paid in stock (with the number of shares determined at closing). The transaction is subject to regulatory approval and other customary closing conditions. Based on communications with regulators to date, we believe the transaction will close, if at all, no sooner than the first quarter of 2023. Advances made to Ziglu were accounted for as non-marketable equity securities under the fair value alternative, considering the securities lack a readily determinable fair value. We are exposed to Ziglu’s economic risks and rewards through the funded advances, which represent variable interests. The carrying value reflects our maximum exposure to loss. Ziglu is a variable interest entity as it lacks sufficient equity to finance its activities without future subordinated financial support. However, as we lack the power to direct the activities that most significantly impact Ziglu’s economic performance, we are not the primary beneficiary of Ziglu and it is not consolidated.
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