8-K/A
Zeta Global Holdings Corp. (ZETA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 24, 2025 |
|---|
ZETA GLOBAL HOLDINGS CORP.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-40464 | 80-0814458 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 3 Park Ave, 33rd Floor | ||
| New York, New York | 10016 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 212 967-5055 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, par value $0.001 per share | ZETA | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Explanatory Note
On November 24, 2025, Zeta Global Holdings Corp. (the “Company” or “Zeta”) completed its acquisition of the enterprise business (“Marigold’s Enterprise Business”) from Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”), pursuant to the terms and conditions of the Purchase Agreement dated as of September 27, 2025. The transaction included the purchase of all the equity interests of certain subsidiaries of the Sellers engaged in Marigold’s Enterprise Business, in exchange for aggregate consideration of up to $302.8 million, subject to customary adjustments.
This Amendment No 1 on Form 8-K/A (this “Amendment”) amends Item 9.01 of the Current Report on Form 8-K filed by the Company on November 24, 2025 (the “Original Form 8-K”) to include the historical financial statements of Marigold’s Enterprise Business and the pro forma financial information required by Item 9.01 of Form 8-K, attached hereto as Exhibits 99.1, 99.2 and 99.3. The pro forma financial information included in this Amendment has been presented for informational and illustrative purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Marigold’s Enterprise Business would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve as a result of the Company’s acquisition of Marigold’s Enterprise Business. Except as described above, all other information in the Original Form 8-K remains unchanged. The information previously reported in or filed with the Original Form 8-K is hereby incorporated by reference into this Amendment.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired
The audited combined financial statements of Marigold’s Enterprise Business as of and for the year ended June 30, 2025, together with the notes related thereto and the Report of Independent Auditors thereon, and unaudited condensed combined financial statements of Marigold’s Enterprise Business as of and for the three months ended September 30, 2025, together with the notes related thereto, are filed as Exhibits 99.1 and 99.2, respectively, to this Amendment and incorporated by reference herein.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information for Zeta, after giving effect to the acquisition of Marigold’s Enterprise Business and adjustments described in such pro forma financial information, is attached hereto as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits
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 hereunto duly authorized.
| Zeta Global Holdings Corp. | |||
|---|---|---|---|
| Date: | February 6, 2026 | By: | /s/ Christopher Greiner |
| Christopher Greiner <br>Chief Financial Officer |
EX-23.1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-281929) and Form S-8 (No. 333-257048 and No. 333-287159) of Zeta Global Holdings Corp. of our report dated February 6, 2026 relating to the financial statements of Marigold’s Enterprise Business, which appears in this Current Report on Form 8-K/A.
/s/ PricewaterhouseCoopers
Sydney, Australia
February 6, 2026
EX-99.1
Exhibit 99.1
Marigold’s Enterprise Business
Combined Financial Statements – June 30, 2025
| Marigold’s Enterprise Business | |
|---|---|
| Table of Contents | |
| Report of Independent Auditors | 3 |
| Combined Balance Sheet | 6 |
| Combined Statement of Operations and Comprehensive Income (Loss) | 7 |
| Combined Statement of Changes in Equity | 8 |
| Combined Statement of Cash Flows | 9 |
| Notes to Combined Financial Statements | 10 |
Report of Independent Auditors
To the Directors of Iris Holdings L.P.
Opinion
We have audited the accompanying combined financial statements of Marigold’s Enterprise Business (the “Company”), which comprise the combined balance sheet as of June 30, 2025, and the related combined statements of operations and comprehensive income (loss), of changes in equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “combined financial statements”).
In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
| PricewaterhouseCoopers, ABN 52 780 433 757 | |
|---|---|
| One International Towers Sydney, Watermans Quay, BARANGAROO NSW 2000, | |
| GPO BOX 2650 SYDNEY NSW 2001 | |
| T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au | |
| Level 11, 1PSQ, 169 Macquarie Street, PARRAMATTA NSW 2150, | |
| PO Box 1155 PARRAMATTA NSW 2124 | |
| T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au | |
| pwc.com.au | Liability limited by a scheme approved under Professional Standards Legislation. |
| --- | --- |
Responsibilities of Management for the Combined Financial Statements
Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the combined financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Combined Financial Statements
Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.
In performing an audit in accordance with US GAAS, we:
Exercise professional judgment and maintain professional skepticism throughout the audit.
Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ PricewaterhouseCoopers
Sydney, Australia
February 6, 2026
Marigold's Enterprise Business
Combined Balance Sheet
(in thousands)
| June 30, 2025 | |
|---|---|
| Assets | |
| Current assets | |
| Cash and cash equivalents | 17,791 |
| Restricted cash | 714 |
| Accounts receivable, net of allowance for credit losses of 1,174 | 16,730 |
| Prepaid expenses and other current assets | 11,517 |
| Contract assets | 3,728 |
| Due from related parties, net | 14,412 |
| Total current assets | 64,892 |
| Noncurrent assets | |
| Property and equipment, net | 3,157 |
| Finance lease right-of-use asset | 98 |
| Operating lease right-of-use assets | 4,284 |
| Contract assets | 6,238 |
| Goodwill | 229,452 |
| Intangible assets, net | 91,425 |
| Deferred tax assets, net | 3,812 |
| Other assets | 213 |
| Total Assets | 403,571 |
| Liabilities and Equity | |
| Current liabilities | |
| Accounts payable and accrued liabilities | 17,282 |
| Borrowings | 148 |
| Operating lease liabilities | 1,680 |
| Finance lease liability | 103 |
| Employee benefits | 9,436 |
| Deferred revenue | 36,834 |
| Other taxes payable | 6,174 |
| Income taxes payable | 2,689 |
| Total current liabilities | 74,346 |
| Noncurrent liabilities | |
| Borrowings | 173 |
| Due to related parties | 146,439 |
| Operating lease liabilities | 2,642 |
| Deferred revenue | 2,627 |
| Deferred tax liabilities, net | 10,887 |
| Other noncurrent liabilities | 663 |
| Total Liabilities | 237,777 |
| Equity | |
| Net parent investment | 174,203 |
| Accumulated other comprehensive loss | (8,409) |
| Total Equity | 165,794 |
| Total Liabilities and Equity | 403,571 |
All values are in US Dollars.
See accompanying notes to combined financial statements
Marigold's Enterprise Business
Combined Statement of Operations and Comprehensive Income (Loss)
(in thousands)
| For the year ended<br><br>June 30, 2025 | ||
|---|---|---|
| Revenue | $ | 238,198 |
| Operating expenses | ||
| Cost of revenue (excluding depreciation and amortization) | 83,704 | |
| Research and development | 32,543 | |
| Selling and marketing | 36,299 | |
| General and administrative | 57,382 | |
| Depreciation and amortization | 42,096 | |
| Loss on disposal of assets | 467 | |
| Total operating expenses | 252,491 | |
| Operating loss | (14,293) | |
| Foreign exchange rate gain, net | 13,274 | |
| Interest expense due to related parties | (13,162) | |
| Other income (expense), net | 1,032 | |
| Loss before tax benefit | (13,149) | |
| Tax benefit | 1,553 | |
| Net loss | $ | (11,596) |
| Other comprehensive net loss, net of tax | ||
| Foreign currency translation loss | (15,095) | |
| Actuarial reserve on retirement obligation | (100) | |
| Comprehensive net loss | $ | (26,791) |
See accompanying notes to combined financial statements
Marigold's Enterprise Business
Combined Statement of Changes in Equity
(in thousands)
| Net Parent Investment | Accumulated Other<br><br>Comprehensive<br><br>Income (Loss) | Total Equity | ||
|---|---|---|---|---|
| Balance July 1, 2024 | $ | 149,107 | 6,786 | 155,893 |
| Net loss | (11,596) | - | (11,596) | |
| Net transactions with parent | 36,692 | - | 36,692 | |
| Foreign currency translation, net of tax | (15,095) | (15,095) | ||
| Actuarial loss, net of tax | - | (100) | (100) | |
| Balance June 30, 2025 | $ | 174,203 | (8,409) | 165,794 |
See accompanying notes to combined financial statements
Marigold's Enterprise Business
Combined Statement of Cash Flows
(in thousands)
| Operating activities | For the year<br><br>ended June 30, 2025 | |
|---|---|---|
| Net loss | $ | (11,596) |
| Adjustments to reconcile net loss to net cash provided by operating activities | ||
| Depreciation and amortization | 42,096 | |
| Loss on disposal of assets | 467 | |
| Unrealized foreign exchange gain, net | (13,274) | |
| Deferred income tax benefit | (6,383) | |
| Benefit for estimated credit losses | (793) | |
| Noncash change in finance leases | 9 | |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 4,378 | |
| Prepaid expenses and other current assets | (302) | |
| Contract assets | (3,952) | |
| Accounts payable | (713) | |
| Accrued liabilities | (3,208) | |
| Employee benefits | (1,473) | |
| Deferred revenue | (2,110) | |
| Other liabilities | (411) | |
| Change in operating lease right-of-use assets and lease liabilities | 134 | |
| Net cash provided by operating activities | $ | 2,869 |
| Investing activities | ||
| Purchases of property and equipment | (3,325) | |
| Additions to capitalized software | (6,018) | |
| Net cash used for investing activities | $ | (9,343) |
| Financing activities | ||
| Net transactions with parent | 15,288 | |
| Repayment of borrowings | (102) | |
| Payment of finance lease liabilities | (203) | |
| Net cash provided by financing activities | $ | 14,983 |
| Effect of exchange rate changes on cash and cash equivalents | 1,110 | |
| Net increase in cash, cash equivalents and restricted cash | $ | 9,619 |
| Beginning of year | 8,886 | |
| End of year | $ | 18,505 |
| Supplemental disclosures of cash flow information: | ||
| Interest received | $ | 177 |
| Interest and other finance costs paid | $ | (277) |
| Income taxes paid, net | $ | (777) |
See accompanying notes to combined financial statements
Marigold's Enterprise Business
Notes to Combined Financial Statements
June 30, 2025
Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of U.S. dollars. Unless the context requires otherwise, references to “we”, “us”, “our”, or “the Business” are intended to mean the combined business and operations of Marigold’s Enterprise Business.
- Organization and Basis of Presentation
Marigold’s Enterprise Business is a global marketing technology business comprised of net assets and operations which have historically formed part of a group of businesses owned by Iris Holdings. L.P., which is a limited partnership incorporated and domiciled in the Cayman Islands (“Iris”). The group of businesses owned by Iris are also referred to as the Marigold Group. The principal activities of the Marigold Enterprise Business (the “Business”) consists of:
- Development and provision of marketing technologies, including email marketing software to marketers and agencies both domestically and overseas; and
- Providing support services to customers to manage their email marketing campaigns
The Business specifically focuses on enterprise customers with sophisticated, large-scale and complex requirements.
On September 27, 2025, Zeta Global Holdings Corp. (“Zeta”) and Iris entered into a purchase agreement whereby Zeta would purchase the enterprise business of the Marigold Group for total preliminary consideration of $302.8 million (the Transaction”), subject to customary adjustments. Proceeds will consist of $99.0 million in cash and $92.0 million of shares of Zeta’s stock delivered at closing, as well as a seller note that is payable within three months of closing for an amount of $111.8 million in cash and stock. On November 24, 2025, Zeta and Iris completed the closing of the transaction. See Note 10 Subsequent Events for further details.
Fiscal year. The Business adopted the same fiscal year as Iris, which ends on June 30.
Basis of presentation. The Business has historically existed and functioned as part of the consolidated business of Iris. The accompanying combined financial statements are prepared on a standalone basis and are derived from Iris’ historical accounting records. The Business has not operated as a separate standalone legal entity and is comprised of certain wholly-owned subsidiaries and components of wholly-owned subsidiaries of Iris. The combined financial statements are presented as carve-out financial statements prepared using the management approach, and reflect the combined historical operations, financial position and cash flows of the Business for the period presented in conformity with generally accepted accounting principles in the United States (“GAAP”). The combined financial statements may not be indicative of the Business’ future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as a standalone business during the period presented.
All intracompany transactions between legal entities and other components of the Business have been eliminated. All intercompany transactions between the Business and other legal entities, or components of legal entities, controlled by Iris which are not being sold as part of the Transaction (the “Iris Group”) have been included in the combined financial statements. The balances within the due to or due from related parties consists of intercompany notes and debt which are supported by a written agreement. These are expected to be forgiven/non-cash settled. The remaining aggregate net effect of intercompany transactions that will not be settled in cash have been reflected in the combined balance sheet as net parent investment and in the combined statement of cash flows as a financing activity.
- Organization and Basis of Presentation, continued
The combined statement of operations and comprehensive loss includes all revenues and costs directly attributable to the Business, including allocation of income and expense associated with management shared services, vendor recharges and transfer pricing. Allocations are based on direct usage when identifiable, with the remainder allocated on a basis of percentage of revenues or percentage of product allocation by headcount. Management of the Business believe the basis on which the expenses have been allocated are a reasonable reflection of the utilization of services provided to, or the benefit received by, the Business during the period presented. The allocated amounts are not necessarily indicative of the amounts that would be incurred or realized if the Business operated as a separate standalone entity during the period presented. Actual costs that the Business may have incurred if it were a standalone entity would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by employees and strategic decisions made in areas of selling and marketing, research and development, information technology and infrastructure.
Income tax amounts in the combined financial statements have been calculated on a separate return method and presented as if operations were separate taxpayers in the respective jurisdictions.
The combined balance sheet includes assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business. Cash and cash equivalents includes cash held at legal entities within the Business. The Business does not utilize a centralized treasury management function for financing its operations; however, there are cash pooling activities consisting of transfers of cash to and from the Business and the Iris Group which are reflected as a component of net parent investment in the combined balance sheet. All borrowings by the Business owing to the Iris Group are recorded as “due to related parties” in the combined balance sheet and classified as current or noncurrent based on maturity dates.
Borrowings, other than debt due to related parties, represent a recoverable cash advance (RCA), received over the years 2016 – 2020, from the government of Belgium (Walloon Region) in order to compensate the research and development costs incurred by the Business. The RCA is initially recognized as a financial liability at fair value. The benefit (RCA grant component) consists of the difference between the cash received and the above mentioned financial liability. The RCA grant component is recognized in the combined statement of operations and comprehensive loss as a reduction in operating expenses. The RCA is recorded in borrowings and subsequently measured at amortized cost using the cumulative catch-up approach under which the carrying amount of the liability is adjusted to the present value of the future estimated cash flows, discounted at the liability’s original effective interest rate. The resulting adjustment is recognized within the combined statement of operations and comprehensive loss. The RCA is reimbursed to the government of Belgium over a ten year period. The Business received funds over a period from 2016 to 2020. Payment will be made in full by 2029.
The equity balance in the combined financial statements represents the excess of total assets over liabilities including the due to/from balances between the Business and the Iris Group (net parent investment) and accumulated other comprehensive income (loss) (“AOCI”). Net parent investment is primarily impacted by management shared service charges and transfer pricing. AOCI as of July 1, 2024 is based on the currency translation recorded on the Business’ specific assets and liabilities. Foreign currency translation recorded during the year ended June 30, 2025 is based on currency movements specific to the combined financial statements.
- Summary of Significant Accounting Policies
Use of estimates. The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include estimated transaction price, including variable consideration, of the Business’ revenue contracts, the useful lives of assets, allowance for expected credit losses, deferred tax assets and liabilities and impairment assessments of goodwill and intangible assets.
- Summary of Significant Accounting Policies, continued
Functional and reporting currencies. The financial statements are presented in United States dollars. All amounts disclosed in the financial statements and notes have been rounded off to the nearest thousand currency units unless otherwise stated.
Foreign currency translation. The financial statements of foreign subsidiaries are translated into U.S. Dollars. Adjustments resulting from translating foreign functional currency financial statements into U.S. Dollars are recorded as a separate component on the combined statement of comprehensive income. Foreign currency transaction gains and losses are included in foreign exchange rate gain, net in the combined statement of operations for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. Dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates.
Revenue recognition. Revenue is recognized upon transfer of control of promised goods or services to the customers at an amount that reflects the consideration to which the Business is expected to be entitled in exchange for transferring those goods or services.
The Business determines the amount of revenue to be recognized through the application of the following steps:
- Identifies the contract with a customer;
- Identifies the performance obligations in the contract;
- Determines the transaction price which takes into account estimates of variable consideration and the time value of money;
- Allocates the transaction price to the separate performance obligations on the basis of the relative stand- alone selling price of each distinct good or service to be delivered; and
- Recognizes revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.
Variable consideration within the transaction price reflects the effects of concessions provided to the customer such as discounts, rebates and refunds as well as the effects of any other contingent event. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraint whereby revenue will only be recognized to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved.
The Business primarily derives revenues from software subscriptions and professional services within a single operating segment.
Software subscriptions. Subscription-based arrangements generally have a contractual term of one to 12 months; however, we do have contracts in excess of 12 months. Subscription revenue is recognized on a straight-line basis as the services are performed, commencing with the date the service is made available to customers and all other revenue recognition criteria have been satisfied. The Business believes this method of revenue recognition provides a faithful depiction of the transfer of services provided. Software subscriptions billed in advance are recognized in the balance sheet as deferred revenue. The Business generally provides net 30 days payment terms.
Professional services. Professional services are recognized over time as such services are performed. Professional services billed in advance are recognized in the balance sheet as deferred revenue and recorded to revenue when the performance obligation has been satisfied.
- Summary of Significant Accounting Policies, continued
Cost of revenue (excluding depreciation and amortization). Cost of revenue excludes depreciation and amortization and consists primarily of hosting and software costs directly attributable to customers and certain employee-related costs. Employee-related costs included in cost of revenue (excluding depreciation and amortization) include salaries, bonuses, commissions, stock-based compensation and employee benefit costs primarily related to individuals directly associated with providing direct services to customers, management of cloud architecture and on-premise data center management to support our products.
Customer acquisition costs. Customer acquisition costs are capitalized as an asset where such costs are incremental to obtaining a contract with a customer and are expected to be recovered. The capitalized amounts primarily consist of sales commissions paid to the Business’ direct sales force. Customer acquisition costs are amortized on a straight-line basis of five years, which reflects the average period of benefit. The Business evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. Amortization expense is included in depreciation and amortization in the accompanying combined statement of operations. Impairment of customer acquisition costs are recorded when the carrying amount exceeds the remaining consideration the Business expects to receive for the related services less the costs directly related to providing those services that have not yet been recognized. Customer acquisition costs are identified as contract assets on the combined balance sheet.
Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained or which are not otherwise recoverable from a customer are expensed as incurred. Incremental costs of obtaining a contract where the contract term is less than one year are expensed as incurred.
Deferred revenue. Deferred revenue is recognized when a customer pays consideration, or when the Business recognizes a receivable to reflect its unconditional right to consideration (whichever is earlier), before the Business has transferred the goods or services to the customer. The Business recognizes contract liabilities as revenues once the corresponding revenue recognition criteria are met. During the year, the Business recognized approximately $38.4 million as revenues that were included in the deferred revenue balance at the beginning of the year.
Cash and cash equivalents. Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less, and amounts due from third-party credit card processors as they are both short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.
Restricted cash. Restricted cash consists of approximately $714,000 for security deposits which should be released from restricted cash within the next 12 months.
Fair value measurement. Assets and liabilities measured at fair value are classified into three levels using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 inputs: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value and therefore which category the asset or liability is placed in can be subjective. The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable inputs.
Summary of Significant Accounting Policies, continued
Fair value measurement, continued. Our financial instruments primarily include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, due to/from related parties and borrowings. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate fair value due to their short-term maturities.
Certain assets and liabilities are not measured at fair value on a recurring basis but may be adjusted to fair value in connection with impairment assessments or other valuation adjustments. The fair values of equipment and intangible assets (excluding goodwill) are estimated using discounted cash flow models incorporating significant unobservable inputs. The fair value of goodwill is estimated using discounted projected operating results and cash flows, which also rely on significant unobservable inputs.
Accounts receivable. Accounts receivable are customer obligations that arise due to the time taken to settle transactions through direct customer payments. Accounts receivable are primarily comprised of billed and unbilled receivables for which the Business has unconditional right to consideration and the performance obligation has been satisfied. The Business recognizes an allowance for the remaining lifetime expected credit losses based on management’s expectation of collectability. The Business bases estimate on multiple factors, including historical experience with bad debts, our relationship with our clients and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. The Business pools respective accounts receivable based on risk characteristics primarily related to days overdue. The Business writes off accounts receivable in the period when the likelihood of collection of a balance is considered remote.
Prepaid expenses and other current assets. Prepaid expenses and other current assets primarily consist of prepaid expenses incurred by the Business, along with sales tax, value added tax (VAT) and income tax receivables. These balances represent amounts expected to be realized within twelve months from the reporting date. Taxes are presented on a net basis within each jurisdiction, consistent with the Business’ legal right of set-off and its intention to settle such amounts on a net basis.
Property and equipment. Property and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure attributable to bringing the asset to the location and working conditions for its intended use.
Property and equipment is depreciated on a straight-line basis over its expected useful life as follows:
| Building and leasehold improvements | Shorter of useful life or remaining lease term |
|---|---|
| Furniture | 5 years |
| Computer equipment | 2 - 4 years |
The residual values, useful lives and depreciation methods are reviewed and adjusted, if appropriate, when events or circumstances indicate current estimates or depreciation methods are no longer appropriate. Building and leasehold improvements and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.
When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts, and any loss on such retirement is reflected in operating expenses.
Internally developed software. The Business capitalizes costs related to its enterprise cloud computing services incurred during the application development stage within intangible assets, net on the combined balance sheet. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internally developed software is amortized on a straight-line basis over its estimated useful life (2 years). Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
- Summary of Significant Accounting Policies, continued
Goodwill. Goodwill arises on the acquisition of a business. Goodwill is not amortized but is subject to annual impairment tests. Goodwill has been assigned to the Business on a relative fair value basis from Iris’ analysis of total goodwill. A discounted cash flow analysis and/or use of a market approach is performed annually to test for impairment. Significant assumptions are incorporated in the discounted cash flow analysis, such as revenue growth rates, gross margins, operating margins and risk-adjusted discount rates. This test is performed in the fourth quarter of the fiscal year or whenever events or changes in circumstances indicate the carrying value of the Business’ assets may not be recoverable. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded in the amount that the carrying value of the Business unit exceeds fair value. There was no impairment identified during the period ended June 30, 2025.
Intangible assets. Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognized at cost. Indefinite life intangible assets are not amortized and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortization and any impairment. The gains or losses recognized in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortization method or period.
Trademarks
Acquired trademarks are deemed to have an indefinite useful life and not amortized. Instead, they are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Management considers that the useful lives of trademarks are indefinite because there are no foreseeable limits to the cash flows these assets can generate.
Customer contracts and lists
Customer contracts and lists acquired in a business combination are amortized on a straight-line basis over the period of their expected benefit, being their finite useful life of between one to five years.
Software purchased
Software purchased is capitalized and amortized on a straight-line basis over the period of its expected benefit, being a finite useful life between two and five years.
Software internally developed
An intangible asset arising from software development expenditure on an internal project is recognized only when the group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development and the ability to measure reliably the expenditure attributable to the intangible asset during its development. Following the initial recognition, the cost model is applied requiring the asset to be carried at cost less any accumulated amortization and accumulated impairment losses. Software internally developed is amortized on a straight-line basis over the period of its expected benefit, being a finite useful life two years. Amortization commences when the asset is available for use, that is, when it is in the location and condition necessary for it to be capable of operating in the manner intended by management.
- Summary of Significant Accounting Policies, continued
Leases. The Business leases land and buildings for its offices under agreements of between two to five years with, in some cases, options to extend. The Business also leases office equipment under agreements of less than one year.
The Business determines if an arrangement is or contains a lease at contract inception. The Business recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method.
As the Business’ leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Business’ incremental borrowing rate. The Business’ incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located.
The lease term for all of the Business’ leases includes the non-cancellable period of the lease plus any additional periods covered by either a Business option to extend (or not to terminate) the lease that the Business is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
Lease payments included in the measurement of the lease liability comprise of the following:
- Fixed payments, including in-substance fixed payments, owed over the lease term (which includes termination penalties the Business would owe if the lease term assumes Business exercise of a termination option);
- Variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date;
- Amounts expected to be payable under a Business-provided residual value guarantee; and
- The exercise price of a Business option to purchase the underlying asset if the Business is reasonably certain to exercise the option.
The ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received.
For operating leases, the ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for operating lease payments is recognized on a straight- line basis over the lease term and presented as a single lease expense, no separate interest or amortization is recognized.
For finance leases, the finance lease assets are subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Business or the Business is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the finance lease assets are amortized over the useful life of the underlying asset. Amortization of the finance lease assets is recognized and presented separately from interest expense on the lease liability.
ROU assets for operating and finance leases are periodically reduced by impairment losses. The Business monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU assets.
- Summary of Significant Accounting Policies, continued
Leases, continued. Finance lease and operating lease ROU assets are presented as individual line items on the combined balance sheet. Finance lease and operating lease liabilities are presented separately on the combined balance sheet under current and noncurrent liabilities.
The Business has elected not to recognize short-term leases that have a lease term of 12 months or less on the balance sheet. The Business recognizes the lease payments associated with its short-term office equipment leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with these leases are recognized and presented in the same manner.
The Business’ leases generally include non-lease components such as common area maintenance. The Business has elected the practical expedient to account for the lease and non-lease maintenance components as a single lease component; therefore, the lease payments used to measure the lease liability include all of the fixed consideration in the contract. Additionally, certain lease arrangements that are legally contracted by entities outside the Business, but entities part of the Iris Group, have been included within the combined financial statements, as the Business utilizes the related assets in its operations.
Advertising. Advertising costs are expensed as incurred. Advertising expense was approximately $4.5 million for the year ended June 30, 2025.
Income taxes. The Business uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Business accounts for residual income tax effects in accumulated other comprehensive loss due to a change in tax law or a change in judgment about realization of a valuation allowance using the portfolio method and only releases residual amounts when the entire portfolio is liquidated.
The Business’ tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Business recognizes the tax benefit of tax positions only if it is more likely than not that the position is to be sustained upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Business recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously
Commitments and contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fine and penalties, and other sources, are recorded when it is probable that a liability has been incurred and the amount can be reasonable estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Recently adopted accounting standards. There are no recently issued accounting pronouncements that we have not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows.
- Revenue
The Business disaggregates revenue from contracts with customers by revenue generating activity, as it believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregation of revenue from contracts with customers is presented below:
| For the year ended<br><br>June 30, 2025 | ||
|---|---|---|
| Software subscriptions | $ | 198,958 |
| Professional services | 39,240 | |
| $ | 238,198 |
Revenues by geographical region consisted of the following:
| For the year ended<br><br>June 30, 2025 | ||
|---|---|---|
| Americas | $ | 130,389 |
| Europe, Middle East and Africa | 90,328 | |
| Asia Pacific | 17,481 | |
| $ | 238,198 |
Revenues by geography are determined based on the region of the customer, which may differ from the Business’ contracting entity. Additionally, no customer accounted for more than 10% of the Business’ total revenue.
Remaining performance obligations. Remaining performance obligations represent contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms, customer usage and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors. As of June 30, 2025, the Business’ remaining performance obligations were approximately $219.7 million. The expected future revenue recognition period for the remaining performance obligations as of June 30, 2025 is as follows:
| 2026 | $ | 150,151 |
|---|---|---|
| 2027 | 49,873 | |
| 2028 | 17,598 | |
| 2029 | 2,061 | |
| Thereafter | 48 | |
| Total | $ | 219,731 |
Contract assets. Contract assets consist of customer acquisition costs. The activity during the year ended June 30, 2025 is presented below.
| Balance as of July 1, 2024 | $ | 11,021 |
|---|---|---|
| Additions | 3,618 | |
| Impairment | (468) | |
| Exchange differences | 334 | |
| Amortization | (4,539) | |
| Balance as of June 30, 2025 | $ | 9,966 |
- Accounts Receivable
The following table reconciles the changes in the allowance for expected credit losses for the year ended June 30, 2025:
| Balance as of July 1, 2024 | $ | 1,799 |
|---|---|---|
| Bad debt expense (benefit) | (793) | |
| Net recoveries | 168 | |
| Balance as of June 30, 2025 | $ | 1,174 |
Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of June 30, 2025, the Business had approximately $318,000 of unbilled accounts receivable. The Business continuously monitors whether there is an expected credit loss arising from customers, and accordingly, makes provisions as warranted.
- Property and Equipment
Property and equipment consisted of the following:
| June 30, 2025 | ||
|---|---|---|
| Building and leasehold improvements | $ | 4,817 |
| Furniture | 1,649 | |
| Computer equipment | 43,140 | |
| Accumulated depreciation | (46,449) | |
| Property and equipment, net | $ | 3,157 |
Depreciation expense totaled approximately $2.1 million for the year ended June 30, 2025.
- Intangible Assets, net
As of June 30, 2025, intangible assets consist of the following:
| Gross Carrying<br><br>Amount | Accumulated<br><br>Amortization | Net Carrying Amount | Weighted Average<br><br>Remaining Useful<br><br>Life in Years | ||
|---|---|---|---|---|---|
| Trademarks | $ | 4,302 | - | 4,302 | Indefinite |
| Customer contracts and lists | 284,484 | (206,042) | 78,442 | 3.3 | |
| Developed technology | 68,690 | (60,009) | 8,681 | 3.0 | |
| Total | $ | 357,476 | (266,051) | 91,425 | N/A |
Amortization expense totaled approximately $35.5 million for the year ended June 30, 2025.
The expected future amortization expense for intangible assets as of June 30, 2025 is as follows:
| 2026 | $ | 33,358 |
|---|---|---|
| 2027 | 30,158 | |
| 2028 | 20,670 | |
| 2029 | 2,936 | |
| Thereafter | - | |
| Total | $ | 87,122 |
- Goodwill
The following is a summary of the carrying amount of goodwill:
| Balance as of July 1, 2024 | $ | 228,515 |
|---|---|---|
| Foreign currency translation | 937 | |
| Balance as of June 30, 2025 | $ | 229,452 |
The goodwill results from various acquisitions over multiple years. Based on the annual quantitative assessment performed by the Business, the fair value of the reporting unit exceeded the respective carrying value; therefore, there was no impairment loss.
- Accrued Liabilities and Employee Benefits
Accrued liabilities of approximately $5.3 million represent accruals for professional services, as well as accruals for recurring services which invoices have not been received as of June 30, 2025. Accrued liabilities are presented in the combined balance sheet with accounts payable. Payroll related liabilities are included within employee benefits on the combined balance sheet and consist of the following:
| June 30, 2025 | ||
|---|---|---|
| 13th wage payable and holiday pay | $ | 1,437 |
| Defined benefit pension plan | 998 | |
| Annual leave | 2,706 | |
| Accrued bonus | 1,776 | |
| Accrued commission | 843 | |
| Social contributions | 984 | |
| Other | 692 | |
| Total accrued employee benefits | $ | 9,436 |
- Defined Benefit Pension Plan
Certain European employees are entitled to benefits, as defined in the benefit plan, upon retirement, disability, or death. The Business has a defined benefit section and a defined contribution section within its plan. The defined benefit section provides lump sum benefits based on years of service and final average salary. Under the defined contribution section, entities within the Business make fixed contributions, with the legal or constructive obligation limited to those contributions. The valuation was determined using the actuarial present value of vested benefits, calculated based on the benefits employees are presently entitled to and their expected dates of separation or retirement. The defined benefit plan’s assets are held in an insurance annuity contract and fair value is determined based on the cash surrender value of the insurance contract. The contract is classified within Level 3 of the fair value hierarchy.
Balance sheet amounts
The amounts recognized as employee benefit in relation to defined benefit plans in the combined balance sheet are as follows:
| June 30, 2025 | ||
|---|---|---|
| Present value of defined benefit obligation | $ | 8,691 |
| Less: fair value of the defined benefit plan assets | (7,693) | |
| Net liability | $ | 998 |
Categories of plan assets
The major category of plan assets is as follows:
| June 30, 2025 | ||
|---|---|---|
| Insurance contracts | $ | 7,693 |
- Defined Benefit Pension Plan, continued
Reconciliations
| Reconciliation of the present value of the defined benefit obligation | June 30, 2025 | |
|---|---|---|
| Balance at the beginning of the year | $ | 8,071 |
| Current service cost | 332 | |
| Interest costs | 287 | |
| Actuarial loss | 20 | |
| Benefits paid | (19) | |
| Benefits at the end of the year | $ | 8,691 |
| Reconciliation of the fair value of plan assets | June 30, 2025 | |
| --- | --- | --- |
| Balance at the beginning of the year | $ | 7,153 |
| Loss on plan assets | (82) | |
| Contributions by employer | 371 | |
| Contributions by employees | 122 | |
| Benefits paid | (19) | |
| Expected return on plan assets | 148 | |
| Benefits at the end of the year | $ | 7,693 |
| Amounts recognized in the statement of operations and other comprehensive loss | June 30, 2025 | |
| --- | --- | --- |
| Current service costs | $ | 332 |
| Employee contribution | (122) | |
| Employer contribution | (371) | |
| Interest cost | 287 | |
| Expected return on plan assets | (150) | |
| Loss on plan assets | 82 | |
| Total amount recognized in the statement of operations and other comprehensive loss | $ | 58 |
Significant actuarial assumptions
The significant actuarial assumptions used (expressed as weighted average) were as follows:
| Discount rate | 3.93% |
|---|---|
| Future salary increases | 3.50% |
Risk exposure
The plan is exposed to a variety of risks including foreign currency risk on its overseas investments, interest rate risk on its cash and debt instruments and price risk on its equity instruments. The plan is 100% invested in insurance contracts. Sufficient cash reserves are maintained by the Business to ensure liquidity of the plan, if necessary, including having the ability to pay benefits and the flexibility to invest in opportunities as they arise.
Employer contributions
Employer contributions to the defined benefit section of the plan are based on recommendations by the plan's actuary and the current agreed contribution rate is 3.46% of salaries.
- Defined Benefit Pension Plan, continued
The weighted average duration of the defined benefit obligation is 20 years. The expected maturity analysis of undiscounted defined benefit obligations is as follows:
| 2026 | 44 |
|---|---|
| 2027 | 26 |
| 2028 | 41 |
| 2029 | 34 |
| 2030 | 236 |
| Thereafter | 1,289 |
| Total | 1,670 |
- Commitments and Contingencies
From time to time, the Business is party to litigation or other legal proceedings that are considered to be a part of the ordinary course of business. In the opinion of management, the ultimate liability, if any from these actions will not be material to the Business’ financial positions, results of operations or cash flows. Other commitments consist of leases and minimum usage components of contracts. There are no off balance sheet commitments. Leases are disclosed in Note 11.
- Leases
The components of lease expense were as follows:
| For the year ended June 30, 2025 | ||
|---|---|---|
| Operating lease cost | $ | 2,249 |
| Finance lease costs: | ||
| Amortization | 189 | |
| Interest on lease liabilities | 9 | |
| Short-term lease cost | 761 | |
| Total lease cost | $ | 3,208 |
Supplemental cash flow information related to operating and finance leases were as follows:
| June 30, 2025 | ||
|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities | ||
| Operating cash outflows for operating leases | $ | 2,110 |
| Financing cash outflows for finance leases | $ | 203 |
| Operating cash outflows for finance leases | $ | 9 |
| Right-of-use assets obtained in exchange for lease obligations: | ||
| Operating leases | $ | 3,199 |
- Leases, continued
As of June 30, 2025, the weighted-average remaining operating lease term was 2.9 years and the discount rate for the Business’ leases was 6.32%. The maturities for operating and finance leases at June 30, 2025 were as follows:
| Fiscal Year | Operating Leases | Finance Leases | ||
|---|---|---|---|---|
| 2026 | $ | 1,900 | $ | 105 |
| 2027 | 1,228 | - | ||
| 2028 | 932 | - | ||
| 2029 | 462 | - | ||
| 2030 | 256 | - | ||
| Thereafter | - | - | ||
| Total lease payments | $ | 4,778 | $ | 105 |
| Less imputed interest | (456) | (2) | ||
| Total | $ | 4,322 | $ | 103 |
- Related Parties Transactions and Net Parent Investment
Corporate overhead and other allocations. The Business has not historically operated as a standalone business and has various relationships with the Iris Group whereby the Iris Group provides shared services, utilizes cash pooling and incurs vendor recharges in situations where the Iris Group pays for an expense associated with the Business. Shared services consist, but are not limited to, executive oversight, treasury, finance, accounting, legal, human resources, tax, information technology, engineers and sales team employees. Iris has historically performed allocations based on direct usage or benefit where specifically identifiable, with the remainder allocated by individual employee product allocation or a proportional cost allocation method based primarily on revenue, as applicable. Allocations between the Iris Group and the Business are reflected in the combined statement of operations as follows:
| For the year ended June 30, 2025 | ||
|---|---|---|
| Costs of sales | $ | 9,463 |
| Research and development | 9,794 | |
| Selling and marketing | 16,202 | |
| General and administrative | 19,260 | |
| Other expenses (income) | (94) | |
| Total corporate overhead and other allocations | 54,625 |
Amounts due to/from related parties. The Business had the following amounts due to/from the Iris Group:
| Amount | Accrued<br><br>Interest (since<br><br>inception) | Interest Rate | Maturity Date | ||
|---|---|---|---|---|---|
| Intercompany loan A receivable from Iris Group | $ | 1,631 | - | N/A | January 1, 2030 |
| Intercompany loan B receivable from Iris Group | 26,114 | - | N/A | June 30, 2030 | |
| Intercompany loan C payable to Iris Group | (10,000) | (3,333) | 10.3% | July 31, 2025 | |
| Intercompany loan D payable to Iris Group | (109,835) | (36,604) | 10.3% | July 1, 2026 | |
| Net due to related parties | $ | (92,090) | (39,937) |
Intercompany loans A and B have no stated interest rate and have maturity dates listed above; however, they also include clauses which require amounts to be repaid by the borrower within two business days upon receipt of written demand notice from noteholder. These balances as well as Intercompany loan C are included within net current amounts due from related parties in the combined balance sheet.
Interest expense recognized on debt due to related parties in the combined statement of operations for the year ended June 30, 2025 is approximately $13.2 million.
- Related Parties Transactions and Net Parent Investment
Net parent investment. The net parent investment reflects the financial reporting basis of the Business’ assets and liabilities, as well as changes due to capital contributions and losses.
| For the year ended June 30, 2025 | ||
|---|---|---|
| Cash pooling and general financing activities | $ | (14,341) |
| Corporate overhead and other allocations | 54,625 | |
| Other transactions without cash exchange | (3,592) | |
| Net transactions with the parent reflected in the combined statement of changes in<br><br>equity | $ | 36,692 |
| --- | --- | --- |
- Income Taxes
The following table presents domestic and foreign components of income (loss) from operations before income taxes for the period presented:
| For the year ended<br><br>June 30, 2025 | ||
|---|---|---|
| Domestic | $ | 26,641 |
| Foreign | (39,790) | |
| Loss from operations before income taxes | $ | (13,149) |
Income tax expense (benefit) attributable to operations consisted of the following:
| For the year ended<br><br>June 30, 2025 | ||
|---|---|---|
| Current tax expense (benefit) | ||
| Domestic | $ | 5,072 |
| Foreign | (242) | |
| Total current tax expense | 4,830 | |
| Deferred tax expense (benefit) | ||
| Domestic | (2,281) | |
| Foreign | (4,102) | |
| Total deferred tax expense (benefit) | (6,383) |
Income tax expense attributable to income from operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% for the year ended June 30, 2025 to income (loss) from operations before income taxes as a result of the following:
| June 30, 2025 | ||
|---|---|---|
| Tax at the U.S. statutory rate of 21% | (2,761) | |
| Tax effect amounts which are not deductible (taxable) in calculating taxable income: | ||
| Non-assessable income | $ | (1,730) |
| Other non-deductible expenses | 4,651 | |
| Movement in valuation allowance | 6,177 | |
| Foreign exchange translation | (421) | |
| Intercompany debt waivers | (69) | |
| Change in future tax rates | 15 | |
| Adjustment recognized from prior periods | (3,304) | |
| Movement in uncertain tax positions* | (4,000) | |
| Current tax booked to equity | 1,486 | |
| Other taxes | 178 | |
| Difference in overseas tax rates | (1,775) | |
| Income tax benefit | (1,553) |
- Income Taxes, continued
| *The following table summarizes the movement in uncertain tax position: | |
|---|---|
| Balance at start of year | 5,000 |
| Decrease due to advanced discussions with authorities | (4,000) |
| Balance at end of year | 1,000 |
| --- | --- |
The Business’ combined opening balance position from a tax perspective includes several items under active discussion with the tax authorities, thus, making it too early to determine the ending position. In conjunction with consultation with external advisers, management assessed which items do not meet the more‑likely‑than‑not threshold of being sustained, including R&D, deferred revenue, employee retention credit (“ERC”), transaction costs and transfer pricing. Discussions with the authorities on the majority of these matters have progressed significantly during the year, such that the related provision was released. Therefore, the remaining open items that do not meet the more‑likely‑than‑not threshold of being sustained include transfer pricing of approximately $600,000 and R&D credit claim of approximately $400,000.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30, 2025 are presented below:
| June 30, 2025 | ||
|---|---|---|
| Deferred tax balances | ||
| Deferred tax asset comprises temporary differences attributable to: | ||
| Tax losses | $ | 74,425 |
| Intangibles | (2,370) | |
| Property and equipment | 138 | |
| Provisions and accruals | 568 | |
| Leases | 132 | |
| Deferred revenue | 382 | |
| Other | 562 | |
| Bad debt allowance | 13 | |
| Total deferred tax asset | 73,850 | |
| Deferred tax asset valuation allowance | (70,038) | |
| Net deferred tax asset recognized | 3,812 | |
| Deferred tax liability comprises temporary differences attributable to: | ||
| Tax losses | $ | (5,849) |
| Intangibles | 20,103 | |
| Property, plant and equipment | 1,572 | |
| Provisions and accruals | (958) | |
| Leases | 1,120 | |
| Deferred revenue | (571) | |
| Other | (4,530) | |
| Total deferred tax liability | 10,887 |
As of June 30, 2025, the Business had gross domestic federal net operating losses and foreign net operating losses of approximately $9.0 million and $6.2 million respectively. The total net operating losses carry forward indefinitely with no expiration. Internal Revenue Code Section 382 limits the use of net operating losses in certain situations where changes occur in the stock ownership of a Business. In the event the Business has a change in ownership, utilization of net operating losses may be limited.
- Income Taxes, continued
There were no unrecognized tax benefits as at June 30, 2025. Amounts accrued for interest and penalties were not significant as of June 30, 2025. The Business believes it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the audits cannot be predicted with certainty, if any issues addressed in the Business' tax audits are resolved in a manner inconsistent with management's expectations, the Business would be required to adjust its provision for income taxes in the period such resolution occurs.
The Business files income tax returns in domestic and certain foreign jurisdictions, including the United States, United Kingdom and the European Union. The Business’ income tax returns for its domestic and foreign jurisdictions remain open to examination for all income tax return years within the statute of limitations.
- Subsequent Events
The Business has evaluated subsequent events through February 6, 2026, the date these combined financial statements were available for issuance.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research and experimental expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The legislation did not have a material impact on our fiscal year 2025 effective tax rate or combined financial statements. We will continue to review the OBBBA tax provisions to assess impacts to our financial statements for fiscal year 2026.
On September 27, 2025, Zeta and Iris entered into a purchase agreement whereby Zeta would purchase the enterprise business of the Marigold Group (see Note 1). The transaction closed on November 24, 2025.
As a condition to closing, the Business completed an internal reorganization to align the perimeter of assets and liabilities to be sold and to extinguish relevant intercompany balances within the Iris Group, as follows:
| - | On October 9, 2025, the Iris Group extinguished Intercompany Loans B and D (see Note 12) through an assignment among entities under common control. No cash consideration was exchanged. |
|---|---|
| - | By November 23, 2025, the Iris Group extinguished any remaining intercompany receivables, payables, and other balances related to the Business through assignments and waivers so that no intercompany balances remained as of the November 24, 2025 closing date. |
These reorganization transactions occurred among entities under common control and will be reflected as equity transactions (contributions/distributions to parent/owner). No gain or loss is expected to be recognized by the Business as a result of these eliminations.
EX-99.2
Exhibit 99.2
Marigold’s Enterprise Business
Unaudited Condensed Combined Financial Statements – as of and for the three months
ended September 30, 2025
| Marigold’s Enterprise Business | |
|---|---|
| Table of Contents | |
| Unaudited Condensed Combined Balance Sheets as of September 30, 2025 and June 30, 2025 | 3 |
| Unaudited Condensed Combined Statement of Operations and Comprehensive Income (Loss) for<br> the Three Months Ended September 30, 2025 | 4 |
| Unaudited Condensed Combined Statement of Changes in Equity for the Three Months Ended<br><br>September 30, 2025 | 5 |
| Unaudited Condensed Combined Statement of Cash Flows for the Three Months Ended<br><br>September 30, 2025 | 6 |
| Notes to Condensed Unaudited Combined Financial Statements | 7 |
Marigold’s Enterprise Business
Unaudited Condensed Combined Balance Sheets
(in thousands)
| Assets | September 30, 2025 | June 30, 2025 | |
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents | 17,223 | $ | 17,791 |
| Restricted cash | 521 | 714 | |
| Accounts receivable, net of allowance for credit losses of 1,017 and 1,174 as of September 30, 2025 and June 30, 2025, respectively | 11,858 | 16,730 | |
| Prepaid expenses and other current assets | 12,003 | 11,517 | |
| Contract assets | 3,042 | 3,728 | |
| Due from related parties, net | 14,140 | 14,412 | |
| Total current assets | 58,787 | 64,892 | |
| Noncurrent assets | |||
| Property and equipment, net | 2,929 | 3,157 | |
| Finance lease right-of-use asset | 48 | 98 | |
| Operating lease right-of-use assets | 4,241 | 4,284 | |
| Contract assets | 6,756 | 6,238 | |
| Goodwill | 230,267 | 229,452 | |
| Intangible assets, net | 84,263 | 91,425 | |
| Deferred tax assets, net | 3,224 | 3,812 | |
| Other assets | 383 | 213 | |
| Total Assets | 390,898 | $ | 403,571 |
| Liabilities and Equity | |||
| Current liabilities | |||
| Accounts payable and accrued liabilities | 16,158 | $ | 17,282 |
| Borrowings | 148 | 148 | |
| Operating lease liabilities | 1,532 | 1,680 | |
| Finance lease liability | 50 | 103 | |
| Employee benefits | 7,372 | 9,436 | |
| Deferred revenue | 40,789 | 36,834 | |
| Other taxes payable | 5,910 | 6,174 | |
| Income taxes payable | 3,014 | 2,689 | |
| Total current liabilities | 74,973 | $ | 74,346 |
| Noncurrent liabilities | |||
| Borrowings | 173 | 173 | |
| Due to related parties | 149,414 | 146,439 | |
| Operating lease liabilities | 2,744 | 2,642 | |
| Deferred revenue | 720 | 2,627 | |
| Deferred tax liabilities, net | 10,922 | 10,887 | |
| Other noncurrent liabilities | 665 | 663 | |
| Total Liabilities | 239,611 | $ | 237,777 |
| Equity | |||
| Net parent investment | 152,941 | 174,203 | |
| Accumulated other comprehensive loss | (1,654) | (8,409) | |
| Total Equity | 151,287 | $ | 165,794 |
| Total Liabilities and Equity | 390,898 | $ | 403,571 |
All values are in US Dollars.
See accompanying notes to unaudited condensed combined financial statements
Marigold’s Enterprise Business
Unaudited Condensed Combined Statement of Operations and Comprehensive Income (Loss)
(in thousands)
| For the Three months ended September 30, 2025 | ||
|---|---|---|
| Revenue | $ | 56,850 |
| Operating expenses | ||
| Cost of revenue (excluding depreciation and amortization) | 20,454 | |
| Research and development | 9,254 | |
| Selling and marketing | 9,236 | |
| General and administrative | 14,633 | |
| Depreciation and amortization | 8,836 | |
| Total operating expenses | 62,413 | |
| Operating loss | (5,563) | |
| Foreign exchange rate loss, net | (2,222) | |
| Interest expense due to related parties | (3,246) | |
| Other income (expense), net | 385 | |
| Loss before tax | (10,646) | |
| Tax expense | (373) | |
| Net loss | (11,019) | |
| Other comprehensive net loss, net of tax | ||
| Foreign currency translation gain | 6,755 | |
| Comprehensive net loss | $ | (4,264) |
See accompanying notes to unaudited condensed combined financial statements
Marigold’s Enterprise Business
Unaudited Condensed Combined Statement of Changes in Equity
(in thousands)
| Net Parent Investment | Accumulated Other Comprehensive Income (Loss) | Total Equity | ||
|---|---|---|---|---|
| Balance June 30, 2025 | $ | 174,203 | (8,409) | 165,794 |
| Net loss | (11,019) | - | (11,019) | |
| Net transactions with parent | (10,243) | - | (10,243) | |
| Foreign currency translation, net of tax | - | 6,755 | 6,755 | |
| Balance September 30, 2025 | $ | 152,941 | (1,654) | 151,287 |
See accompanying notes to the unaudited condensed combined financial statements
Marigold’s Enterprise Business
Unaudited Condensed Combined Statement of Cash Flows
(in thousands)
| Operating activities | For the three months ended September 30, 2025 | |
|---|---|---|
| Net loss | $ | (11,019) |
| Adjustments to reconcile net loss to net cash provided by operating activities | ||
| Depreciation and amortization | 8,836 | |
| Unrealized foreign exchange loss, net | 2,222 | |
| Deferred income tax benefit | 473 | |
| Benefit for estimated credit losses | 235 | |
| Noncash change in finance leases | 1 | |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 4,654 | |
| Prepaid expenses and other current assets | 449 | |
| Contract assets | (938) | |
| Accounts payable | (2,485) | |
| Accrued liabilities | 2,503 | |
| Employee benefits | (959) | |
| Deferred revenue | 3,151 | |
| Other liabilities | 61 | |
| Change in operating lease right-of-use assets and lease liabilities | (3) | |
| Net cash provided by operating activities | $ | 7,181 |
| Investing activities | ||
| Purchases of property and equipment | (41) | |
| Additions to capitalized software | (793) | |
| Net cash used for investing activities | $ | (834) |
| Financing activities | ||
| Net transactions with parent | (6,997) | |
| Payment of finance lease liabilities | (51) | |
| Net cash used by financing activities | $ | (7,048) |
| Effect of exchange rate changes on cash and cash equivalents | (60) | |
| Net decrease in cash, cash equivalents and restricted cash | $ | (761) |
| Beginning of period | 18,505 | |
| End of period | $ | 17,744 |
| Supplemental disclosures of cash flow information: | ||
| Interest received | $ | 447 |
| Interest and other finance costs paid | $ | (62) |
| Income taxes paid, net of refunds | $ | (13) |
See accompanying notes to unaudited condensed combined financial statements
Marigold’s Enterprise Business
Notes to Unaudited Condensed Combined Financial Statements
September 30, 2025
Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of U.S. dollars. Unless the context requires otherwise, references to “we”, “us”, “our”, or “the Business” are intended to mean the combined business and operations of Marigold’s Enterprise Business.
- Organization and Basis of Presentation
Marigold’s Enterprise Business is a global marketing technology business comprised of net assets and operations which have historically formed part of a group of businesses owned by Iris Holdings. L.P., which is a limited partnership incorporated and domiciled in the Cayman Islands (“Iris”). The group of businesses owned by Iris are also referred to as the Marigold Group. The principal activities of the Marigold Enterprise Business (the “Business”) consists of:
- Development and provision of marketing technologies, including email marketing software to marketers and agencies both domestically and overseas; and
- Providing support services to customers to manage their email marketing campaigns
The Business specifically focuses on enterprise customers with sophisticated, large-scale and complex requirements.
On September 27, 2025, Zeta Global Holdings Corp. (“Zeta”) and Iris entered into a purchase agreement whereby Zeta would purchase the enterprise business of the Marigold Group for total preliminary consideration of $302.8 million (the Transaction”), subject to customary adjustments. Proceeds will consist of $99.0 million in cash and $92.0 million of shares of Zeta’s stock delivered at closing, as well as a seller note that is payable within three months of closing for an amount of $111.8 million in cash and stock. On November 24, 2025, Zeta and Iris completed the closing of the transaction. See Note 10 Subsequent Events for further details.
Basis of presentation. The Business has historically existed and functioned as part of the consolidated business of Iris. The accompanying unaudited condensed combined financial statements are prepared on a standalone basis and are derived from Iris’ historical accounting records. The Business has not operated as a separate standalone legal entity and is comprised of certain wholly-owned subsidiaries and components of wholly-owned subsidiaries of Iris. The accompanying unaudited condensed combined financial statements are presented as carve-out financial statements prepared using the management approach, and reflect the combined historical operations, financial position and cash flows of the Business for the period presented in conformity with generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed combined financial statements may not be indicative of the Business’ future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as a standalone business during the period presented. The unaudited condensed combined financial statements should be read in conjunction with the Business’ audited financial statements and the accompanying notes for the year ended June 30, 2025.
All intracompany transactions between legal entities and other components of the Business have been eliminated. All intercompany transactions between the Business and other legal entities, or components of legal entities, controlled by Iris which are not being sold as part of the Transaction (the “Iris Group”) have been included in the unaudited condensed combined financial statements. Additionally, in the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, including normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2025, and its results of operations and cash flows for the three months ended September 30, 2025. The condensed balance sheet at June 30, 2025 was derived from audited annual financial statement but does not contain all of the footnote disclosures from the annual financial statements.
- Summary of Significant Accounting Policies
Revenue recognition. Revenue is recognized upon transfer of control of promised goods or services to the customers at an amount that reflects the consideration to which the Business is expected to be entitled in exchange for transferring those goods or services.
The Business primarily derives revenues from software subscriptions and professional services within a single operating segment.
Software subscriptions. Subscription-based arrangements generally have a contractual term of one to 12 months; however, there are contracts in excess of 12 months. Subscription revenue is recognized on a straight-line basis as the services are performed, commencing with the date the service is made available to customers and all other revenue recognition criteria have been satisfied.
Professional services. Professional services are recognized over time as such services are performed. Professional services billed in advance are recognized in the balance sheet as deferred revenue and recorded to revenue when the performance obligation has been satisfied.
Deferred revenue. Deferred revenue is recognized when a customer pays consideration, or when the Business recognizes a receivable to reflect its unconditional right to consideration (whichever is earlier), before the Business has transferred the goods or services to the customer. The Business recognizes deferred revenues as revenues once the corresponding revenue recognition criteria are met. During the period, the Business recognized approximately $20.3 million as revenues that were included in the deferred revenue balance at the beginning of the period.
Commitments and contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fine and penalties, and other sources, are recorded when it is probable that a liability has been incurred and the amount can be reasonable estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. From time to time, the Business is party to litigation or other legal proceedings that are considered to be a part of the ordinary course of business. In the opinion of management, the ultimate liability, if any from these actions will not be material to the Business’ financial positions, results of operations or cash flows. Other commitments consist of leases and minimum usage components of contracts. There are no material off balance sheet commitments. Leases are disclosed in Note 7.
Recently adopted accounting standards. There are no recently issued accounting pronouncements that management has not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows.
- Revenue
The Business disaggregates revenue from contracts with customers by revenue generating activity, as management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregation of revenue from contracts with customers is presented below:
| For the three months ended<br><br>September 30, 2025 | ||
|---|---|---|
| Software subscriptions | $ | 47,355 |
| Professional services | 9,495 | |
| 56,850 |
- Revenue, continued
Revenues by geographical region consisted of the following:
| For the three months ended<br><br>September 30, 2025 | ||
|---|---|---|
| Americas | $ | 29,925 |
| Europe, Middle East and Africa | 22,606 | |
| Asia Pacific | 4,319 | |
| 56,850 |
Revenues by geography are determined based on the region of the customer, which may differ from the Business’ contracting entity. Additionally, no customer accounted for more than 10% of the Business’ total revenue.
Remaining performance obligations. Remaining performance obligations represent contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms, customer usage and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors. As of September 30, 2025, the Business’ remaining performance obligations were approximately $210.4 million. The expected future revenue recognition period for the remaining performance obligations as of September 30, 2025 is as follows:
| 2026 | $ | 121,852 |
|---|---|---|
| 2027 | 63,599 | |
| 2028 | 21,197 | |
| 2029 | 3,152 | |
| Thereafter | 639 | |
| Total | $ | 210,439 |
Contract assets. Contract assets consist of customer acquisition costs. The activity during the three months ended September 30, 2025 is presented below.
| Balance as of June 30, 2025 | $ | 9,966 |
|---|---|---|
| Additions | 941 | |
| Exchange differences | (40) | |
| Amortization | (1,069) | |
| Balance as of September 30, 2025 | 9,798 |
- Accounts Receivable
The following table reconciles the changes in the allowance for expected credit losses for the three months ended September 30, 2025:
| Balance as of June 30, 2025 | $ | 1,174 |
|---|---|---|
| Bad debt expense | 235 | |
| Write offs | (392) | |
| Balance as of September 30, 2025 | $ | 1,017 |
Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of September 30, 2025, the Business had approximately $817,000 of unbilled accounts receivable. The Business continuously monitors whether there is an expected credit loss arising from customers, and accordingly, makes provisions as warranted.
- Intangible Assets, net
As of September 30, 2025, intangible assets consist of the following:
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Weighted Average Remaining Useful Life in Years | ||
|---|---|---|---|---|---|
| Trademarks | $ | 4,302 | - | 4,302 | Indefinite |
| Customer contracts and lists | 284,552 | (213,577) | 70,975 | 3.1 | |
| Developed technology | 69,338 | (60,352) | 8,986 | 3.1 | |
| Total | $ | 358,192 | (273,929) | 84,263 | N/A |
Amortization expense totaled approximately $7.3 million for the three months ended September 30, 2025.
The expected future amortization expense for intangible assets as of September 30, 2025 is as follows:
| 2026 | $ | 25,407 |
|---|---|---|
| 2027 | 31,272 | |
| 2028 | 20,344 | |
| 2029 | 2,938 | |
| Thereafter | - | |
| Total | 79,961 |
- Goodwill
The following is a summary of the carrying amount of goodwill:
| Balance as of June 30, 2025 | $ | 229,452 |
|---|---|---|
| Foreign currency translation | 815 | |
| Balance as of September 30, 2025 | 230,267 |
The goodwill results from various acquisitions over multiple years. There were no events during the three months ended September 30, 2025 for which an impairment analysis would be warranted.
- Leases
The components of lease expense were as follows:
| For the three months ended September 30, 2025 | ||
|---|---|---|
| Operating lease cost | $ | 592 |
| Finance lease costs: | ||
| Amortization | 48 | |
| Interest on lease liabilities | 1 | |
| Short-term lease cost | 3 | |
| Total lease cost | $ | 644 |
Supplemental cash flow information related to operating and finance leases were as follows:
| September 30, 2025 | ||
|---|---|---|
| Cash paid for amounts included in the measurement of lease liabilities | ||
| Operating cash outflows for operating leases | $ | 764 |
| Financing cash outflows for finance leases | $ | 51 |
| Operating cash outflows for finance leases | $ | 1 |
| Right-of-use assets obtained in exchange for lease obligations: | ||
| --- | --- | --- |
| Operating leases | $ | 492 |
As of September 30, 2025, the weighted-average remaining operating lease term was 2.8 years and the discount rate for the Business’ leases was 6.61%. The maturities for operating and finance leases at September 30, 2025 were as follows:
| Fiscal Year | Operating Leases | Finance Leases | ||
|---|---|---|---|---|
| 2026 | $ | 1,405 | $ | 51 |
| 2027 | 1,338 | - | ||
| 2028 | 1,045 | - | ||
| 2029 | 582 | - | ||
| 2030 | 375 | - | ||
| Thereafter | 13 | - | ||
| Total lease payments | $ | 4,758 | $ | 51 |
| Less imputed interest | (482) | (1) | ||
| Total | $ | 4,276 | $ | 50 |
- Related Parties Transactions and Net Parent Investment
Corporate overhead and other allocations. The Business has not historically operated as a standalone business and has various relationships with the Iris Group whereby the Iris Group provides shared services, utilizes cash pooling and incurs vendor recharges in situations where the Iris Group pays for an expense associated with the Business. Shared services consist, but are not limited to, executive oversight, treasury, finance, accounting, legal, human resources, tax, information technology, engineers and sales team employees. Iris has historically performed allocations based on direct usage or benefit where specifically identifiable, with the remainder allocated by individual employee product allocation or a proportional cost allocation method based primarily on revenue, as applicable. Allocations between the Iris Group and the Business are reflected in the combined statement of operations as follows:
| For the three months ended September 30, 2025 | ||
|---|---|---|
| Costs of sales | $ | 3,385 |
| Research and development | 3,515 | |
| Selling and marketing | 5,349 | |
| General and administrative | 6,005 | |
| Total corporate overhead and other allocations | 18,254 |
Amounts due to/from related parties. The Business had the following amounts due to/from the Iris Group:
| Amount | Accrued Interest (since inception) | Interest Rate | Maturity Date | ||
|---|---|---|---|---|---|
| Intercompany loan A receivable from Iris Group | $ | 1,631 | - | N/A | January 1, 2030 |
| Intercompany loan B receivable from Iris Group | 26,114 | - | N/A | June 30, 2030 | |
| Intercompany loan C payable to Iris Group | (10,000) | (3,604) | 10.3% | July 31, 2025 | |
| Intercompany loan D payable to Iris Group | (109,835) | (39,579) | 10.3% | July 1, 2026 | |
| Net due to related parties | $ | (92,090) | (43,183) |
Intercompany loans A and B have no stated interest rate and have maturity dates listed above; however, they also include clauses which require amounts to be repaid by the borrower within two business days upon receipt of written demand notice from noteholder. These balances, as well as Intercompany loan C, are included within net current amounts due from related parties. Intercompany loan D was included within noncurrent amounts due to related parties in the combined balance sheet as of both September 30, 2025 and June 30, 2025. As noted in the subsequent events note, Intercompany loans B and D were extinguished on October 9, 2025 in full through noncash equity contribution/distribution by Iris Group. In accordance with ASC 470-10-45-14(a), Intercompany loan D was refinanced by contributions from its parent before these unaudited condensed combined financial statements were issued and, consequently, was classified as noncurrent as of September 30, 2025.
Interest expense recognized on debt due to related parties in the combined statement of operations for the three months ended September 30, 2025 is approximately $3.2 million.
Net parent investment. The net parent investment reflects the financial reporting basis of the Business’ assets and liabilities, as well as changes due to capital contributions and losses.
| For the three months<br><br>ended September 30,<br><br>2025 | ||
|---|---|---|
| Cash pooling and general financing activities | $ | (28,990) |
| Corporate overhead and other allocations | 18,254 | |
| Other transactions without cash exchange | 493 | |
| Net transactions with the parent reflected in the combined statement of changes in equity | (10,243) |
- Income Taxes
The Business’ income tax provision consists of federal, foreign, and state taxes necessary to align the Business’ year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Business updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.
For the three months ended September 30, 2025, the Business recorded an income tax expense of approximately $373,000, The effective tax rate for the three months ended September 30, 2025 was negative 3.5% on a pre-tax loss of approximately $10.6 million. Differences from the federal statutory rate of 21% were mainly due to the movement in unrecognized deferred taxes (approximately $2.6 million related to the increase in valuation allowance in regards to its U.K. operating losses as the Business maintains a full valuation allowance against its U.K. deferred tax assets).
On July 4, 2025, the One, Big, Beautiful Bill Act (“OBBBA”) was enacted into law. In accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes,” the Business is required to record total effect of law changes, including related valuation allowance, as a component of tax expense related to continuing operations in the period in which the tax law changes were enacted. As such, the Business realized an accelerated deduction of approximately $356,000 from deferred tax related to the tax law change during the three months ended September 30, 2025, in connection with the immediate expensing of current and previously capitalized domestic research and development expenditures as permitted under the OBBBA.
- Subsequent Events
The Business has evaluated subsequent events through February 6, 2026, the date these unaudited condensed combined financial statements were available for issuance.
On September 27, 2025, Zeta and Iris entered into a purchase agreement whereby Zeta would purchase the enterprise business of the Marigold Group (see Note 1). The transaction closed on November 24, 2025.
As a condition to closing, the Business completed an internal reorganization to align the perimeter of assets and liabilities to be sold and to extinguish relevant intercompany balances within the Iris Group, as follows:
- On October 9, 2025, the Iris Group extinguished Intercompany Loans B and D (see Note 8) through an assignment among entities under common control. No cash consideration was exchanged.
- By November 23, 2025, the Iris Group extinguished any remaining intercompany receivables, payables, and other balances related to the Business through assignments and waivers so that no intercompany balances remained as of the November 24, 2025 closing date.
These reorganization transactions occurred among entities under common control and will be reflected as equity transactions (contributions/distributions to parent/owner). No gain or loss is expected to be recognized by the Business as a result of these eliminations.
EX-99.3
Exhibit 99.3
Unaudited Pro Forma Condensed Combined Financial Information
On November 24, 2025 (the “Closing”), Zeta Global Holdings Corp. (the “Company” or “Zeta”) completed its acquisition (the “Acquisition”) of the enterprise business (“Marigold’s Enterprise Business”) of Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”), pursuant to the terms and conditions of the Purchase Agreement dated as of September 27, 2025. The transaction included the purchase of all the equity interests of certain subsidiaries of the Sellers engaged in Marigold’s Enterprise Business, in exchange for aggregate consideration of up to $302.8 million, subject to customary adjustments.
The transaction proceeds consist of (i) $99.0 million of cash and 5,329,070 newly issued shares of Class A Common Stock of Zeta, par value $0.001 per share (“Zeta Stock”), delivered at the Closing and (ii) seller notes (the “Seller Notes”) that are payable within three months of the Closing for an aggregate amount equal to up to $111.8 million (up to $50.0 million of which will be paid in cash, with the remaining paid, at Zeta’s election, in cash or newly issued shares of Zeta Stock).
The following unaudited pro forma condensed combined financial information (“unaudited pro forma information”) is presented to illustrate the estimated effects of the Acquisition based on the historical financial statements and accounting records of Zeta and Marigold’s Enterprise Business after giving effect to the Acquisition and Acquisition-related pro forma adjustments as described in the notes below. The pro forma adjustments are preliminary and have been made solely for the purpose of providing pro forma information prepared in accordance with the rules and regulations of the Securities and Exchange Commission.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, combines the audited consolidated statements of operations of Zeta and the unaudited condensed combined statements of operations of Marigold’s Enterprise Business for the same period. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, combines the unaudited condensed consolidated statements of operations of Zeta and the unaudited condensed combined statements of operations of Marigold’s Enterprise Business for the same period. These combined statements for the year ended December 31, 2024 and for the nine months ended September 30, 2025, are presented after giving effect to the Acquisition as if it had occurred on January 1, 2024, the first day of the fiscal year ended December 31, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025, combines the condensed unaudited consolidated balance sheet of Zeta and the unaudited condensed combined balance sheet of Marigold’s Enterprise Business, giving effect to the Acquisition as if it had occurred on September 30, 2025.
The unaudited pro forma information should be read in conjunction with the:
- accompanying notes to the unaudited pro forma information;
- audited consolidated financial statements of Zeta as of and for the year ended December 31, 2024, and the related notes included in Zeta’s Annual Report on Form 10-K for the year ended December 31, 2024;
- unaudited condensed consolidated financial statements of Zeta as of and for the nine months ended September 30, 2025, and the related notes included in Zeta’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025;
- audited combined financial statements of Marigold’s Enterprise Business as of and for the year ended June 30, 2025, and the related notes, included in Exhibit 99.1 of this Amendment No 1 on Form 8-K/A (this “Amendment”); and
- unaudited condensed combined financial statements of Marigold’s Enterprise Business as of and for the three months ended September 30, 2025, and the related notes, included in Exhibit 99.2 of this Amendment.
The Company and Marigold’s Enterprise Business have differing fiscal years. The Company’s fiscal year end is December 31 and, prior to the Closing, Marigold’s Enterprise Business’s fiscal year end was June 30. The unaudited condensed combined statement of operations of Marigold’s Enterprise Business for the trailing twelve months ended December 31, 2024 is derived from Marigold’s Enterprise Business’s audited combined statement of operations for the year ended June 30, 2025, adjusted to remove activity for the period of January 1, 2025 through June 30, 2025 and to include activity for the period of January 1, 2024 through June 30, 2024 which is derived from Marigold’s Enterprise Business’s historical accounting records; and the unaudited condensed combined statement of operations of Marigold’s Enterprise Business for the nine months September 30, 2025 is derived from Marigold’s Enterprise Business’s unaudited condensed combined statement of operations for the three months ended September 30, 2025, adjusted to include activity for the period of January 1, 2025 through June 30, 2025 which is derived from Marigold’s Enterprise Business’s historical accounting records.
The unaudited pro forma financial information has been prepared by the Company using the purchase method of accounting in accordance with ASC 805, Business Combinations under generally accepted accounting principles in the United States. Zeta is the acquirer for the Acquisition for accounting purposes. Accordingly, consideration transferred by Zeta to complete the Acquisition has been allocated, on a preliminary basis, to identifiable assets and liabilities of Marigold’s Enterprise Business based on estimated fair values. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. The pro forma transaction accounting adjustments are based on the assumptions and information available at the time of the filing of this Amendment. Differences between the preliminary estimates reflected in this unaudited pro forma condensed combined financial information and the final acquisition accounting will likely occur, and these differences could have a material impact on the accompanying unaudited pro forma financial information and the combined company’s future statement of operations and financial position. The Company will finalize the acquisition accounting within the required measurement period, which may be up to one year from the Closing.
The unaudited pro forma financial information has been presented for informational and illustrative purposes only. The unaudited pro forma financial information does not purport to project the future operating results or financial position of the combined company following the Acquisition. The actual results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.
There were no transactions between Zeta and Marigold’s Enterprise Business during the periods presented in the pro forma information. The unaudited pro forma financial information does not give effect to the potential impact of any anticipated benefits from cost savings or synergies that may result from the Acquisition or to any future integration costs.
Historical fiscal periods are not aligned under this presentation. Certain reclassifications have been made to the historical combined statements of operations and combined balance sheet of Marigold’s Enterprise Business to align their presentation in the pro forma information to the Company’s presentation. Refer to “Note 4. Marigold’s Enterprise Business Balance Sheet and Reclassifications” and “Note 5. Marigold’s Enterprise Business Statement of Operations and Reclassifications” for further information.
Zeta Global Holdings Corp.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025
(In thousands)
| Historical | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Zeta | Marigold’s <br>Enterprise <br>Business<br>(Note 4) | Transaction Accounting<br>Adjustments | Notes | Pro Forma <br>Condensed <br>Combined | |||||||||
| Assets | |||||||||||||
| Current assets: | |||||||||||||
| Cash and cash equivalents | $ | 385,184 | $ | 17,223 | $ | (110,071 | ) | 6(a) | $ | 292,336 | |||
| Accounts receivable, net of allowance | 272,262 | 11,858 | — | 284,120 | |||||||||
| Prepaid expenses | 28,494 | 11,735 | — | 40,229 | |||||||||
| Due from related parties, net | — | 14,140 | (14,140 | ) | 6(b) | — | |||||||
| Other current assets | 3,121 | 3,831 | (3,042 | ) | 6(c) | 3,910 | |||||||
| Total current assets | $ | 689,061 | $ | 58,787 | $ | (127,253 | ) | $ | 620,595 | ||||
| Non-current assets: | |||||||||||||
| Property and equipment, net | $ | 12,464 | $ | 2,977 | $ | — | $ | 15,441 | |||||
| Website and software development costs, net | 31,033 | 8,986 | (8,986 | ) | 6(d) | 31,033 | |||||||
| Right-to-use assets - operating leases, net | 9,471 | 4,241 | — | 13,712 | |||||||||
| Intangible assets, net | 85,550 | 75,277 | 68,813 | 6(d) | 229,640 | ||||||||
| Goodwill | 317,375 | 230,267 | (19,459 | ) | 6(d) | 528,183 | |||||||
| Deferred tax assets, net | 1,148 | 3,224 | (3,296 | ) | 6(e) | 1,076 | |||||||
| Other non-current assets | 4,665 | 7,139 | (6,756 | ) | 6(f) | 5,048 | |||||||
| Total non-current assets | $ | 461,706 | $ | 332,111 | $ | 30,316 | $ | 824,133 | |||||
| Total assets | $ | 1,150,767 | $ | 390,898 | $ | (96,937 | ) | $ | 1,444,728 | ||||
| Liabilities and Stockholders’ Equity | |||||||||||||
| Current liabilities: | |||||||||||||
| Accounts payable | $ | 29,074 | $ | 9,453 | $ | 697 | 6(g) | $ | 39,224 | ||||
| Accrued expenses | 156,569 | 6,705 | — | 163,274 | |||||||||
| Acquisition-related liabilities | 24,938 | — | 111,766 | 6(h) | 136,704 | ||||||||
| Deferred revenue | 4,034 | 40,789 | — | 44,823 | |||||||||
| Other current liabilities | 14,195 | 18,026 | — | 32,221 | |||||||||
| Total current liabilities | $ | 228,810 | $ | 74,973 | $ | 112,463 | $ | 416,246 | |||||
| Non-current liabilities: | |||||||||||||
| Long-term borrowings | $ | 196,884 | $ | — | $ | — | $ | 196,884 | |||||
| Due to related parties | — | 149,414 | (149,414 | ) | 6(i) | — | |||||||
| Acquisition-related liabilities | 25,717 | — | — | 25,717 | |||||||||
| Deferred tax liability, net | — | 10,922 | 6,753 | 6(e) | 17,675 | ||||||||
| Other non-current liabilities | 10,150 | 4,302 | — | 14,452 | |||||||||
| Total non-current liabilities | $ | 232,751 | $ | 164,638 | $ | (142,661 | ) | $ | 254,728 | ||||
| Total liabilities | $ | 461,561 | $ | 239,611 | $ | (30,198 | ) | $ | 670,974 | ||||
| Stockholders’ equity: | |||||||||||||
| Class A Common Stock | $ | 214 | $ | — | $ | 5 | 6(j) | $ | 219 | ||||
| Class B Common Stock | 24 | — | — | 24 | |||||||||
| Additional paid-in capital | 1,757,535 | — | 93,058 | 6(j) | 1,850,593 | ||||||||
| Accumulated deficit | (1,066,356 | ) | 152,941 | (161,456 | ) | 6(k) | (1,074,871 | ) | |||||
| Accumulated other comprehensive loss | (2,211 | ) | (1,654 | ) | 1,654 | 6(l) | (2,211 | ) | |||||
| Total stockholders’ equity | $ | 689,206 | $ | 151,287 | $ | (66,739 | ) | $ | 773,754 | ||||
| Total liabilities and stockholders’ equity | $ | 1,150,767 | $ | 390,898 | $ | (96,937 | ) | $ | 1,444,728 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Zeta Global Holdings Corp.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2024
(In thousands, except shares and per share amounts)
| Historical | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Zeta | Marigold’s Enterprise Business<br>(Note 5) | Transaction Accounting<br>Adjustments | Notes | Pro Forma Condensed Combined | |||||||||
| Revenues | $ | 1,005,754 | $ | 242,841 | $ | — | $ | 1,248,595 | |||||
| Operating expenses: | |||||||||||||
| Cost of revenues (excluding depreciation and amortization) | 399,552 | 81,620 | — | 481,172 | |||||||||
| General and administrative expenses | 204,595 | 58,977 | — | 263,572 | |||||||||
| Selling and marketing expenses | 314,514 | 34,763 | — | 349,277 | |||||||||
| Research and development expenses | 90,679 | 32,683 | — | 123,362 | |||||||||
| Depreciation and amortization | 56,100 | 45,233 | (18,107 | ) | 8(a) | 83,226 | |||||||
| Acquisition-related expenses | 8,229 | — | 12,800 | 8(b) | 21,029 | ||||||||
| Total operating expenses | $ | 1,073,669 | $ | 253,276 | $ | (5,307 | ) | $ | 1,321,638 | ||||
| Loss from operations | (67,915 | ) | (10,435 | ) | 5,307 | (73,043 | ) | ||||||
| Interest expense, net | 7,147 | — | — | 7,147 | |||||||||
| Other (income) / expense | (115 | ) | 15,319 | (14,956 | ) | 8(c) | 248 | ||||||
| Total other expenses | $ | 7,032 | $ | 15,319 | $ | (14,956 | ) | $ | 7,395 | ||||
| Loss before income taxes | (74,947 | ) | (25,754 | ) | 20,263 | (80,438 | ) | ||||||
| Income tax (benefit) / provision | (5,176 | ) | 6,462 | (9,614 | ) | 8(d) | (8,328 | ) | |||||
| Net loss | $ | (69,771 | ) | $ | (32,216 | ) | $ | 29,877 | $ | (72,110 | ) | ||
| Net loss per share | |||||||||||||
| Net loss available to common stockholders | $ | (69,771 | ) | $ | (72,110 | ) | |||||||
| Basic loss per share | $ | (0.38 | ) | $ | (0.38 | ) | |||||||
| Diluted loss per share | $ | (0.38 | ) | $ | (0.38 | ) | |||||||
| Weighted average number of shares used to compute net loss per share | |||||||||||||
| Basic | 185,984,107 | 5,388,013 | 8(e) | 191,372,120 | |||||||||
| Diluted | 185,984,107 | 5,388,013 | 8(e) | 191,372,120 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Zeta Global Holdings Corp.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the nine months ended September 30, 2025
(In thousands, except shares and per share amounts)
| Historical | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Zeta | Marigold’s Enterprise Business<br>(Note 5) | Transaction Accounting<br>Adjustments | Notes | Pro Forma Condensed Combined | |||||||||
| Revenues | $ | 910,030 | $ | 174,001 | $ | — | $ | 1,084,031 | |||||
| Operating expenses: | |||||||||||||
| Cost of revenues (excluding depreciation and amortization) | 353,700 | 63,459 | — | 417,159 | |||||||||
| General and administrative expenses | 172,602 | 44,082 | — | 216,684 | |||||||||
| Selling and marketing expenses | 247,076 | 28,917 | — | 275,993 | |||||||||
| Research and development expenses | 87,203 | 25,723 | — | 112,926 | |||||||||
| Depreciation and amortization | 52,281 | 29,497 | (9,257 | ) | 8(a) | 72,521 | |||||||
| Acquisition-related expenses | 6,482 | — | — | 6,482 | |||||||||
| Restructuring expenses | 3,152 | — | — | 3,152 | |||||||||
| Total operating expenses | $ | 922,496 | $ | 191,678 | $ | (9,257 | ) | $ | 1,104,917 | ||||
| Loss from operations | (12,466 | ) | (17,677 | ) | 9,257 | (20,886 | ) | ||||||
| Interest expense, net | 317 | — | — | 317 | |||||||||
| Other expense / (income) | 21,589 | (2,281 | ) | (9,218 | ) | 8(c) | 10,090 | ||||||
| Total other expenses / (income) | $ | 21,906 | $ | (2,281 | ) | $ | (9,218 | ) | $ | 10,407 | |||
| Loss before income taxes | (34,372 | ) | (15,396 | ) | 18,475 | (31,293 | ) | ||||||
| Income tax provision / (benefit) | 3,676 | (2,521 | ) | (9,758 | ) | 8(d) | (8,603 | ) | |||||
| Net loss | $ | (38,048 | ) | $ | (12,875 | ) | $ | 28,233 | $ | (22,690 | ) | ||
| Net loss per share | |||||||||||||
| Net loss available to common stockholders | $ | (38,048 | ) | $ | (22,690 | ) | |||||||
| Basic loss per share | $ | (0.17 | ) | $ | (0.10 | ) | |||||||
| Diluted loss per share | $ | (0.17 | ) | $ | (0.10 | ) | |||||||
| Weighted average number of shares used to compute net loss per share | |||||||||||||
| Basic | 217,453,797 | 5,388,013 | 8(e) | 222,841,810 | |||||||||
| Diluted | 217,453,797 | 5,388,013 | 8(e) | 222,841,810 |
See accompanying notes to unaudited pro forma condensed combined financial information.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
(In thousands, except shares and per share amounts)
NOTE 1. Description of Transaction
On November 24, 2025 (the “Closing”), Zeta Global Holdings Corp. (the “Company” or “Zeta”) completed its acquisition (the “Acquisition”) of the enterprise business (“Marigold’s Enterprise Business”) from Marigold Group, Inc. (“MGI”), Campaign Monitor Europe UK Ltd. (“CMEUK”), and Selligent Holdings Limited (“Selligent Holdings” together with MGI and CMEUK, the “Sellers”), pursuant to the terms and conditions of the Purchase Agreement dated as of September 27, 2025. The transaction included the purchase of all the equity interests of certain subsidiaries of the Sellers engaged in Marigold’s Enterprise Business, in exchange for aggregate consideration of up to $302,797, subject to customary adjustments.
The transaction proceeds consist of (i) $98,998 of cash and 5,329,070 newly issued shares of Class A Common Stock of Zeta, par value $0.001 per share (“Zeta Stock”), delivered at the Closing and (ii) seller notes (the “Seller Notes”) that are payable within three months of Closing for an aggregate amount equal to up to $111,766 (up to $50,000 of which will be paid in cash, with the remaining paid, at Zeta’s election, in cash or newly issued shares of Zeta Stock).
NOTE 2. Basis of Presentation
Pro Forma Presentation
The unaudited pro forma condensed combined financial information (“unaudited pro forma information”) has been prepared in accordance with Article 11, Pro Forma Financial Information, under Regulation S-X of the Securities and Exchange Act of 1934 and is for informational and illustrative purposes only.
The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations under generally accepted accounting principles in the United States (“GAAP”). This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The purchase price allocation adjustments are preliminary and have been made solely to provide unaudited pro forma financial information. The Company will determine the final purchase price allocation after thoroughly assessing the fair value of Marigold’s Enterprise Business’s tangible assets and liabilities and identifiable intangible assets and liabilities. As a result, the final acquisition transaction accounting adjustments could differ materially from the pro forma transaction accounting adjustments presented herein. Any increase or decrease in the fair value of Marigold’s Enterprise Business’s tangible and identifiable intangible assets and liabilities as compared with the information shown herein would also change the portion of the purchase price allocable to goodwill.
Acquisition-related expenses are expensed when incurred. The Company also holds back a portion of the purchase price and the unpaid amounts of these liabilities are included in the acquisition-related liabilities on the unaudited pro forma condensed combined balance sheet. The pro forma adjustments are based upon the assumptions and information available at the time of the preparation of this Amendment and may be subject to change.
The unaudited pro forma information does not give effect to the potential impact of any anticipated benefits from cost savings or synergies that may result from the Acquisition or to any future integration costs. The unaudited pro forma information does not attempt to project the future operating results or financial position of the combined company following the Acquisition. The pro forma transaction accounting adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable. There were no transactions between Zeta and Marigold’s Enterprise Business during the periods presented in the pro forma information.
Accounting Period Presented
The Company and Marigold’s Enterprise Business have differing fiscal years. The Company’s fiscal year end is December 31 and, prior to the Closing, Marigold’s Enterprise Business’s fiscal year end was June 30. The unaudited condensed combined statement of operations of Marigold’s Enterprise Business for the trailing twelve months ended December 31, 2024 is derived from Marigold’s Enterprise Business’s audited combined statement of operations for the year ended June 30, 2025, adjusted to remove activity for the period of January 1, 2025 through June 30, 2025 and to include activity for the period of January 1, 2024 through June 30, 2024 which is derived from Marigold’s Enterprise Business’s historical accounting records; and the unaudited condensed combined statement of operations of Marigold’s Enterprise Business for the nine months September 30, 2025 is derived from Marigold’s Enterprise Business’s unaudited condensed combined statement of operations for the three months ended September 30, 2025, adjusted to include activity for the period of January 1, 2025 through June 30, 2025 which is derived from Marigold’s Enterprise Business’s historical accounting records.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, combines the audited consolidated statements of operations of Zeta and the unaudited condensed combined statements of operations of Marigold’s Enterprise Business for the same period. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025, combines the unaudited condensed consolidated statements of operations of Zeta and the unaudited condensed combined statements of operations of Marigold’s Enterprise Business for the same period. These combined statements for the year ended December 31, 2024 and for the nine months ended September 30, 2025, are presented after giving effect to the Acquisition as if it had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of September 30, 2025, combines the condensed unaudited consolidated balance sheet of Zeta and the unaudited condensed combined balance sheet of Marigold’s Enterprise Business, giving effect to the Acquisition as if it had occurred on September 30, 2025.
Accounting policies
At the time of preparing the unaudited pro forma financial information, the Company is not aware of any accounting policy differences requiring adjustment that would have a material impact. Zeta management’s assessment of Marigold’s Enterprise Business’s accounting policies is ongoing, and, upon completion, further differences may be identified that could have a material impact on the unaudited pro forma information. The accounting policies used in the presentation of the unaudited pro forma information are those disclosed in Zeta’s consolidated audited financial statements for the year ended December 31, 2024. Certain reclassifications of amounts contained in Marigold’s Enterprise Business’s historical financial statements have been made to conform to Zeta’s presentation. Refer to “Note 4. Marigold’s Enterprise Business Balance Sheet and Reclassifications” and “Note 5. Marigold’s Enterprise Business Statement of Operations and Reclassifications” for further information.
NOTE 3. Preliminary Purchase Price Allocation
The unaudited pro forma financial information includes the Company’s estimates and assumptions to assess the fair value, which are inherently uncertain and subject to refinement.
The components of the preliminary purchase consideration are as follows:
| Cash | $ | 98,998 |
|---|---|---|
| Zeta Stock | 92,033 | |
| Seller Note | 111,766 | |
| Total preliminary purchase consideration | $ | 302,797 |
The following table shows the preliminary allocation of the purchase price for Marigold’s Enterprise Business to the acquired identifiable assets, assumed liabilities based on Marigold’s Enterprise Business’s unaudited combined balance sheet as of September 30, 2025 and the resulting pro forma goodwill:
| Estimated fair value | ||
|---|---|---|
| Assets acquired | ||
| Cash and cash equivalents | $ | 17,223 |
| Accounts receivable | 11,858 | |
| Prepaid expenses | 11,735 | |
| Other current assets | 789 | |
| Property and equipment | 2,977 | |
| Right-to-use assets - operating leases | 4,241 | |
| Intangible assets | 144,090 | |
| Deferred tax assets | 57 | |
| Other non-current assets | 383 | |
| Total assets acquired | $ | 193,353 |
| Liabilities assumed | ||
| Accounts payable | $ | 9,453 |
| Accrued expenses | 6,705 | |
| Deferred revenue | 40,789 | |
| Other current liabilities | 18,026 | |
| Deferred tax liabilities, net | 22,089 | |
| Other non-current liabilities | 4,302 | |
| Total liabilities assumed | $ | 101,364 |
| Preliminary estimate of fair value of identifiable net assets acquired | $ | 91,989 |
| Preliminary estimate of goodwill | 210,808 | |
| Total preliminary purchase consideration | $ | 302,797 |
The Company has recognized $79,630 as customer relationships intangibles, $52,120 as completed technologies and $12,340 as tradenames with this Acquisition. The Company amortizes the intangible assets over the weighted average life of 6.02 years.
Goodwill acquired by the Company in the Acquisition is not deductible for tax purposes.
NOTE 4. Marigold’s Enterprise Business Balance Sheet and Reclassifications
Certain line items from Marigold’s Enterprise Business’s unaudited condensed combined balance sheet as of September 30, 2025 have been reclassified to conform with Zeta’s presentation. These reclassifications have no effect on previously reported total assets, total liabilities or equity of Marigold’s Enterprise Business. The following table presents the effects of the conforming changes from Marigold’s Enterprise Business’s previously reported unaudited condensed combined balance sheet:
| Marigold’s <br>Enterprise <br>Business Before Reclassification | Reclassification | Notes | Marigold’s <br>Enterprise <br>Business After Reclassification | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Assets | Assets | ||||||||
| Current assets | Current assets: | ||||||||
| Cash and cash equivalents | $ | 17,223 | $ | — | Cash and cash equivalents | $ | 17,223 | ||
| Restricted cash | 521 | (521 | ) | (a) | |||||
| Accounts receivable, net of allowance for credit losses | 11,858 | — | Accounts receivable, net of allowance | 11,858 | |||||
| Prepaid expenses and other current assets | 12,003 | (268 | ) | (a) | Prepaid expenses | 11,735 | |||
| Contract assets | 3,042 | (3,042 | ) | (a) | |||||
| Due from related parties, net | 14,140 | — | Due from related parties, net | 14,140 | |||||
| 3,831 | (a) | Other current assets | 3,831 | ||||||
| Total current assets | $ | 58,787 | $ | — | Total current assets | $ | 58,787 | ||
| Noncurrent assets | Non-current assets: | ||||||||
| Property and equipment, net | $ | 2,929 | $ | 48 | (b) | Property and equipment, net | $ | 2,977 | |
| 8,986 | (c) | Website and software development costs, net | 8,986 | ||||||
| Finance lease right-of-use asset | 48 | (48 | ) | (b) | |||||
| Operating lease right-of-use assets | 4,241 | — | Right-to-use assets - operating leases, net | 4,241 | |||||
| Contract assets | 6,756 | (6,756 | ) | (d) | |||||
| Intangible assets, net | 84,263 | (8,986 | ) | (c) | Intangible assets, net | 75,277 | |||
| Goodwill | 230,267 | — | Goodwill | 230,267 | |||||
| Deferred tax assets, net | 3,224 | — | Deferred tax assets, net | 3,224 | |||||
| Other assets | 383 | 6,756 | (d) | Other non-current assets | 7,139 | ||||
| $ | 332,111 | $ | — | Total non-current assets | $ | 332,111 | |||
| Total Assets | $ | 390,898 | $ | — | Total assets | $ | 390,898 | ||
| Liabilities and Equity | Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 16,158 | $ | (6,705 | ) | (e) | Accounts payable | $ | 9,453 |
| 6,705 | (e) | Accrued expenses | 6,705 | ||||||
| Borrowings | 148 | (148 | ) | (f) | |||||
| Operating lease liabilities | 1,532 | (1,532 | ) | (f) | |||||
| Finance lease liability | 50 | (50 | ) | (f) | |||||
| Employee benefits | 7,372 | (7,372 | ) | (f) | |||||
| Deferred revenue | 40,789 | — | Deferred revenue | 40,789 | |||||
| Other current liabilities | 5,910 | 12,116 | (f) | Other current liabilities | 18,026 | ||||
| Income taxes payable | 3,014 | (3,014 | ) | (f) |
9
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| Total current liabilities | $ | 74,973 | $ | — | Total current liabilities | $ | 74,973 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Noncurrent liabilities | Non-current liabilities: | ||||||||||
| Borrowings | $ | 173 | $ | (173 | ) | (g) | |||||
| Due to related parties | 149,414 | — | Due to related parties | 149,414 | |||||||
| Operating lease liabilities | 2,744 | (2,744 | ) | (g) | |||||||
| Deferred revenue | 720 | (720 | ) | (g) | |||||||
| Deferred tax liabilities, net | 10,922 | — | Deferred tax liabilities, net | 10,922 | |||||||
| Other noncurrent liabilities | 665 | 3,637 | (g) | Other non-current liabilities | 4,302 | ||||||
| Total non-current liabilities | $ | 164,638 | $ | — | Total non-current liabilities | $ | 164,638 | ||||
| Total Liabilities | $ | 239,611 | $ | — | Total liabilities | $ | 239,611 | ||||
| Equity | Stockholders’ equity: | ||||||||||
| Net parent company investment | $ | 152,941 | $ | (152,941 | ) | (h) | |||||
| 152,941 | (h) | Accumulated deficit | 152,941 | ||||||||
| Accumulated other comprehensive loss | (1,654 | ) | — | Accumulated other comprehensive loss | (1,654 | ) | |||||
| Total Equity | $ | 151,287 | $ | — | Total stockholders’ equity | $ | 151,287 | ||||
| Total Liabilities and Equity | $ | 390,898 | $ | — | Total liabilities and stockholders’ equity | $ | 390,898 |
- Reclassification of “Restricted cash”, portion of current assets of “Prepaid expenses and other current assets” and “Contract assets” to “Other current assets”.
- Reclassification of “Finance lease right-of-use asset” to “Property and equipment, net”.
- Reclassification of portion of “Intangible assets, net” that relates to Developed technology to “Website and software development costs, net”.
- Reclassification of non-current portion of “Contract assets” to “Other non-current assets”.
- Reclassification of portion of accrued liabilities of “Accounts payable and accrued liabilities” to “Accrued expenses”.
- Reclassification of “Borrowings”, “Operating lease liabilities”, “Finance lease liability”, “Employee benefits” and “Income taxes payable” to “Other current liabilities”.
- Reclassification of non-current portion of “Borrowings”, “Operating lease liabilities” and “Deferred revenue” to “Other non-current liabilities”.
- Reclassification of “Net parent company investment” to “Accumulated deficit”.
NOTE 5. Marigold’s Enterprise Business Statement of Operations and Reclassifications
Certain line items from Marigold’s Enterprise Business’s unaudited condensed combined statement of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025 have been reclassified to Zeta’s presentation. These reclassifications have no effect on previously reported net loss of Marigold’s Enterprise Business.
The following table presents the effects of the conforming changes from Marigold’s Enterprise Business’s previously reported unaudited condensed combined statement of operations for the year ended December 31, 2024:
| Marigold’s <br>Enterprise <br>Business Before Reclassification | Reclassification | Notes | Marigold’s <br>Enterprise <br>Business After Reclassification | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 242,841 | $ | — | Revenues | $ | 242,841 | ||||
| Operating expenses | Operating expenses: | ||||||||||
| Cost of revenue (excluding depreciation and amortization) | 81,620 | — | Cost of revenues (excluding depreciation and amortization) | 81,620 | |||||||
| General and administrative | 58,977 | — | General and administrative expenses | 58,977 | |||||||
| Selling and marketing | 34,763 | — | Selling and marketing expenses | 34,763 | |||||||
| Research and development | 32,683 | — | Research and development expenses | 32,683 | |||||||
| Depreciation and amortization | 45,233 | — | Depreciation and amortization | 45,233 | |||||||
| Loss on disposal of assets | 216 | (216 | ) | (a) | |||||||
| Total operating expenses | $ | 253,492 | $ | (216 | ) | Total operating expenses | $ | 253,276 | |||
| Operating loss | (10,651 | ) | 216 | Loss from operations | (10,435 | ) | |||||
| Foreign exchange rate loss, net | 1,875 | (1,875 | ) | (a) | |||||||
| Interest expense due to related parties | 14,956 | (14,956 | ) | (a) | |||||||
| Other (income), net | (1,728 | ) | 17,047 | (a) | Other (income) / expense | 15,319 | |||||
| $ | 15,103 | $ | 216 | Total other expenses | $ | 15,319 | |||||
| Loss before tax benefit | (25,754 | ) | — | Loss before income taxes | (25,754 | ) | |||||
| Tax provision | 6,462 | — | Income tax (benefit) / provision | 6,462 | |||||||
| Net loss | $ | (32,216 | ) | $ | — | Net loss | $ | (32,216 | ) |
- Reclassification of “Loss on disposal of assets”, “Foreign exchange rate loss, net” and “Interest expense due to related parties” to “Other expenses, net”.
The following table presents the effects of the conforming changes from Marigold’s Enterprise Business’s previously reported unaudited condensed combined statement of operations for the nine months ended September 30, 2025:
| Marigold’s <br>Enterprise <br>Business Before Reclassification | Reclassification | Notes | Marigold’s <br>Enterprise <br>Business After Reclassification | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 174,001 | $ | — | Revenues | $ | 174,001 | ||||
| Operating expenses | Operating expenses: | ||||||||||
| Cost of revenue (excluding depreciation and amortization) | 63,459 | — | Cost of revenues (excluding depreciation and amortization) | 63,459 | |||||||
| General and administrative | 44,082 | — | General and administrative expenses | 44,082 | |||||||
| Selling and marketing | 28,917 | — | Selling and marketing expenses | 28,917 | |||||||
| Research and development | 25,723 | — | Research and development expenses | 25,723 | |||||||
| Depreciation and amortization | 29,497 | — | Depreciation and amortization | 29,497 | |||||||
| Loss on disposal of assets | 467 | (467 | ) | (b) | |||||||
| Total operating expenses | $ | 192,145 | $ | (467 | ) | Total operating expenses | $ | 191,678 | |||
| Operating loss | (18,144 | ) | 467 | Loss from operations | (17,677 | ) | |||||
| Foreign exchange rate gain, net | (11,378 | ) | 11,378 | (b) | |||||||
| Interest expense due to related parties | 9,218 | (9,218 | ) | (b) | |||||||
| Other (income), net | (588 | ) | (1,693 | ) | (b) | Other expenses / (income) | (2,281 | ) | |||
| $ | (2,748 | ) | $ | 467 | Total other expenses / (income) | $ | (2,281 | ) | |||
| Loss before tax benefit | (15,396 | ) | — | Loss before income taxes | (15,396 | ) | |||||
| Income tax benefit | (2,521 | ) | — | Income tax provision / (benefit) | (2,521 | ) | |||||
| Net loss | $ | (12,875 | ) | $ | — | Net loss | $ | (12,875 | ) |
- Reclassification of “Loss on disposal of assets”, “Foreign exchange rate gain, net” and “Interest expense due to related parties” to “Other expenses, net”.
NOTE 6. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments
Adjustments included in the column under the heading “Transaction Accounting Adjustments” represent the following:
- Adjustments for cash and cash equivalents, as follows:
| Cash portion of the purchase consideration transferred | $ | (98,998 | ) |
|---|---|---|---|
| Transaction costs incurred and paid by Zeta after September 30, 2025 | (11,073 | ) | |
| Total | $ | (110,071 | ) |
- Adjustment to eliminate the amount due from related parties of $14,140 as it was extinguished before the Closing.
- Adjustment to eliminate the historical contract assets that represent capitalized commissions and implementation costs of $3,042, as it is considered in the fair value measurement of customer relationships.
- Adjustment of assets to their fair value, as follows:
| Website and software development costs, net - Elimination of historical | $ | (8,986 | ) |
|---|---|---|---|
| Website and software development costs - Fair value | — | ||
| Total | $ | (8,986 | ) |
| Intangible assets - Elimination of historical | $ | (75,277 | ) |
| Intangible assets - Fair value | 144,090 | ||
| Total | $ | 68,813 | |
| Goodwill - Elimination of historical | $ | (230,267 | ) |
| Goodwill - Fair value | 210,808 | ||
| Total | $ | (19,459 | ) |
- Adjustment of deferred tax assets and deferred tax liabilities, as follows:
| Decrease in deferred tax assets: | |||
|---|---|---|---|
| Decrease in deferred tax assets, net | $ | (3,296 | ) |
| Valuation allowance | — | ||
| Decrease in deferred tax assets, net | $ | (3,296 | ) |
| Increase in deferred tax liabilities, net | $ | 6,753 |
The adjustments to the Company’s deferred tax assets and liabilities represent the deferred tax effects of temporary differences arising from the incremental differences between book and tax bases created by the preliminary purchase price allocation, as well as the reversal of the acquired United States and United Kingdom deferred tax assets and liabilities that are not realizable on a more likely than not basis based on the available evidence of the combined businesses of the Company and Marigold’s Enterprise Business. The Company estimated these deferred tax adjustments using statutory income tax rates by jurisdiction applicable to the combined company.
The effective tax rate of the combined company could differ significantly, either higher or lower, depending on post-acquisition activities, including cash requirements and the geographic mix of taxable income. These estimates are preliminary and subject to change upon the final determination of the fair values of the acquired identifiable assets and assumed liabilities.
Adjustment to eliminate the historical contract assets that represent capitalized commissions and implementation costs of $6,756, as it is considered in the fair value measurement of customer relationships.
Adjustment of estimated acquisition-related transaction costs of $697 incurred by Zeta after September 30, 2025. These transaction costs are preliminary estimates; the final amounts and the resulting effect on the Company’s financial position may differ significantly.
Adjustment of Seller Notes of $111,766 issued as part of purchase consideration transferred.
Adjustment to eliminate the due to related parties of $149,414 as it was extinguished before the Closing.
Adjustment of Zeta Stock issued as part of the Acquisition:
| Class A <br>Common Stock | Additional <br>Paid-in Capital | |||
|---|---|---|---|---|
| Shares issued as part of the purchase consideration transferred | $ | 5 | $ | 92,028 |
| Shares issued in connection with transaction costs incurred by Zeta after September 30, 2025 | — | 1,030 | ||
| Total | $ | 5 | $ | 93,058 |
- Adjustment to accumulated deficit, as follows:
| Removal of Marigold’s Enterprise Business’s historical accumulated deficit | $ | (152,941 | ) |
|---|---|---|---|
| Tax benefit | 4,285 | ||
| Acquisition-related transaction costs incurred by Zeta after September 30, 2025 | (12,800 | ) | |
| Total | $ | (161,456 | ) |
- Adjustment to eliminate historical Marigold’s Enterprise Business’s accumulated other comprehensive loss of $1,654.
NOTE 7. Earnings per Share
The following table sets forth the calculation of pro forma basic and diluted net loss per share:
| Year ended <br>December 31, 2024 | Nine months ended September 30, 2025 | |||||
|---|---|---|---|---|---|---|
| Numerator: | ||||||
| Numerator for Basic and Diluted loss per share – loss available to common stockholders | $ | (72,110 | ) | $ | (22,690 | ) |
| Denominator: | ||||||
| Historical Zeta weighted average shares outstanding | ||||||
| Class A Common Stock | 168,277,091 | 198,708,899 | ||||
| Class B Common Stock | 17,707,016 | 18,744,898 | ||||
| Denominator for Basic and Diluted loss per share – weighted-average common stock | 185,984,107 | 217,453,797 | ||||
| Shares of Zeta Class A Common Stock issued as part of the purchase consideration transferred | 5,329,070 | 5,329,070 | ||||
| Shares issued in connection with transaction costs incurred by Zeta after September 30, 2025 | 58,943 | 58,943 | ||||
| Denominator for Basic and Diluted loss per share – pro forma weighted-average common stock | 191,372,120 | 222,841,810 | ||||
| Pro forma Basic and Diluted loss per share | $ | (0.38 | ) | $ | (0.10 | ) |
NOTE 8. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments
Adjustments included in the columns under the heading “Transaction Accounting Adjustments” represent the following:
- Adjustments of depreciation and amortization expense, as follows:
| Year ended <br>December 31, 2024 | Nine months ended September 30, 2025 | |||||
|---|---|---|---|---|---|---|
| Elimination of historical amortization expense | $ | (42,992 | ) | $ | (27,921 | ) |
| Estimated acquisition-related amortization | 24,885 | 18,664 | ||||
| Total | $ | (18,107 | ) | $ | (9,257 | ) |
Adjustment of $12,800 for acquisition-related transaction costs incurred or estimated to be incurred after September 30, 2025. Transaction costs incurred or estimated to be incurred are reflected within the earliest period presented. Refer to “Note 6. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments” for additional information. These costs will not affect the consolidated statements of operations of Zeta beyond 12 months from the Closing.
Adjustments to eliminate interest expense due to related parties of $14,956 and $9,218 for the year ended December 31, 2024 and for the nine months ended September 30, 2025, respectively.
Adjustment to record income tax benefit of $9,614 and $9,758 for the year ended December 31, 2024 and for the nine months ended September 30, 2025, respectively, related to the pro forma adjustments, calculated using statutory income tax rates by jurisdiction and adjusted for tax benefits that are not realizable on a more likely than not basis based on the available evidence of the combined businesses in the United States and the United Kingdom. The amount for the tax year ended December 31, 2024, includes an income tax benefit of $4,358 resulting from a partial release of the Company’s U.S. valuation allowance as the Marigold business combination created a source of future taxable income. The effective blended tax rate of the combined company could differ significantly from the rate used in this unaudited pro forma financial information due to a variety of factors, including post-acquisition activities.
Pro forma adjustments of weighted-average shares outstanding, as follows:
| Year ended <br>December 31, 2024 | Nine months ended September 30, 2025 | |||
|---|---|---|---|---|
| Shares issued as part of the purchase consideration transferred | 5,329,070 | 5,329,070 | ||
| Shares issued in connection with transaction costs incurred by Zeta after September 30, 2025 | 58,943 | 58,943 | ||
| Adjustment to Basic and Diluted loss per share – weighted-average common stock | 5,388,013 | 5,388,013 |