[Crispin?] , joining from Qoria alongside Brian from Aura.

Everyone's going to be available for live Q&A at the end of this call. Hari is unfortunately already in transit to Australia, but we do have some comments from him coming in shortly.

With that, Peter, I'll pass over to you to make a start.

Thanks, Kane. Good morning, and thank you all for joining us.

Today we announced some changes to our merger arrangements with Aura. These changes reflect a deliberate set of decisions by our respective boards to ensure that the combined group, AXQ, is positioned for long-term success in a rapidly evolving global technology landscape.

We've announced that Aura has secured binding commitments for an increased equity placement of $100 million U.S. That's a significant increase from the original $75 million.

Importantly, it's fully supported by existing Aura shareholders, demonstrating their confidence and strong conviction to the mission. It also ensures that we have a strong balance sheet for the group on when the merger completes with only a modest dilution.

We also announced today a new organizational structure, one designed to get the best out of the capabilities of the group, combining U.S.-based technology and growth leadership with Qoria's global market presence, regulatory expertise, and customer footprint. Hari, Sujay, and Brian have all agreed to continue in their current roles as CEO, Chairman, and CFO respectively of Aura.

The group has been secured by continued service of Tim to drive our product ambition to be the global trusted name in online safety and Ben to support Brian as Australia's CFO. The Qoria board is delighted to announce today's changes and continues to unanimously recommend the transaction.

They ensure that Aura enters the ASX as a well-capitalized global platform, has the ability to execute through integration and invest in growth, and is unconstrained in this area of significant technological change. We believe this structure, both capital and leadership, gives shareholders the best opportunity to participate in the long-term value creation.

Regretfully, Hari is currently on a plane coming to Australia to meet with investors. He wished he could have joined us on this call and has recorded a few comments.

Tim, can you play his audiotape?

Sure.

Hello, everyone. I'm really disappointed I cannot be on this call live as I'm on my way to Australia to meet our investors and the Qoria team.

I'm extremely excited and looking forward to meeting with investors and engaging with all of you over the course of next week. What we're building here is something very significant.

This is a global platform for digital safety and security at a time when the problem set is accelerating. It's not slowing down.

The changes announced today reflect a very thoughtful and conscious decision to prioritize strength. The markets have moved.

Everyone in global SaaS knows that. We want to position Aura to win with both capital and capability.

Sujay and I are excited to get behind the merger and commit a further $25 million to its success on top of our previous investments. The leadership structure here also reflects our commitment with me and Sujay continuing.

My role here is to bring the businesses together and ensure that we hit our numbers and to drive global innovation, replatforming, and growth. I'm also really looking forward to continuing my work with Tim Levy, who will support me at Aura through leading Aura Alpha.

Aura Alpha is a critical part of our strategy. This is how we will build new growth vectors across partnerships, markets, and corporate development.

This is not a side initiative. It focuses Tim on his unique vision, his global relationships, and his skill set.

This is how we'll ensure that we stay ahead of the market as it evolves. We now have the platform, the leadership, and the capital to build a global category leader.

Again, I'm very sorry I'm not live on this call. However, I'm sure I'll get some FaceTime with many of you next week.

With that, I'd like to now hand it over to Tim, Brian, and Ben to deliver our results. Thank you all.

Thanks, Hari. Thanks, Peter.

That's great. What I'll do now is I'll do highlights of the Qoria, Aura, and the group, and then I'll hand over to Brian DeCenzo who's going to run through Aura's results, which are really impressive, and then I'll cover off our typical Qoria results operational update with Crispin and Ben, and then a brief Q&A at the end.

I guess if I was to summarize this slide, which is becoming increasingly complex, the overall thematic here is that the Qoria business, if you look through FX movements with the falling U.S. dollar and the transactional costs that we've been spending, is actually performing extremely strongly.

The March quarter was probably a surprise to all of us. I think we outperformed analysts' expectations in terms of ARR added and net ARR growth, a 49% improvement on what we did in the equivalent period last year.

That was pretty remarkable. Not just in K-12.

One real highlight actually, which I do want to call out now, is the K-12 business in the UK. That's been battling some headwinds for a while, particularly around funding and the lack of product.

Now both of those things seem to be solving themselves, and so we had over a 60% PCP improvement in the performance of the UK operation in the March quarter. That was tremendous.

Really, the standout clearly continued to be Qustodio, $2.7 million of ARR, which is more than double what they did in the equivalent period last year. Victoria and the team are doing an outstanding job there with very modest increases in investments.

On a constant currency basis, we would have ended at $169 million of recurring revenue, which would have been beyond everybody's expectations, I feel, but of course we were buffeted by FX, when we started the year was 64 cents, and it's 72 cents now. Now turning to Aura, if I can speak just briefly for Brian, let me speak with admiration.

Added $26 million of recurring revenue in the quarter, 40% up versus the prior period, with less marketing spend, improved AOV, improved CAC. It's an astonishing result.

Just to remind everybody, when we started talking to Aura, I think they had $180 million or thereabouts of recurring revenue. This is in October, November last year.

Ended the year with 216 and now 241. That's astonishing.

The businesses in combination now have $345 million in ARR. If you extrapolate the March result, you get to a very big number.

Remember, for those people that know Qoria well, the June quarter is our biggest period of growth. Last June, we added $14 million, Australian dollars, of recurring revenue, around $10 million we added in the June quarter.

If we replicate that, then a very big number will appear on the right-hand side of this screen into July. All of those numbers are really strong.

The unit economics of Aura in particular, I would like you to note, because they're the things that give us the confidence as to why this deal is the right thing for our shareholders to do. That being said, I might hand over to Brian.

Thanks, Tim. As Tim alluded to, very pleased to report that the performance that we had indicated through February on the call that we had about a month ago at this point continued through the end of March.

GAAP revenue or statutory revenue was $59 million for the quarter with ARR ending at a $241.5 million. That represents 31% up year over year for both metrics.

Again, sort of reiterating some of the themes that we talked about at that March session, a lot of this has to do with strong unit economics in our D2C business, not only the CAC that Tim talked about, but really being able to mitigate the burn on account of, the sales within our D2C business and then the deliberate upsell motions that we were able to employ to drive incremental AOV. Adjusted EBITDA for the quarter was -$14.3 million, so that was an improvement of $1.1 million year over year.

While that is an improvement over last year, we would note that it does not reflect the full run rate impact of the cost actions that we executed in February, which we discussed on that call about a month ago, or any additional planned cost savings, including the performance marketing spend pullback that we've indicated to the market we will do in the back half of the year. Just to summarize, I think these results reflect our ability to achieve the targets that we've set out and very much, as we think about the performance of the first quarter and as we roll forward in the year align with the prior communication that on a combined basis we'll be free cash flow positive from the time of closing through the end of 2026.

On the next slide, if you turn there, thank you. As Tim noted, what we wanted to highlight here was, when we first spoke with the market in February around this transaction, we indicated a commitment, again, free cash flow positive on a combined basis from the time of closing through the end of the year.

One of the ways that we would get there was through improved efficiency in our performance marketing spend. What we want to highlight here is we were able to both bring CAC down, and then on account of the reduction in CAC and that improved AOV that I referred to on the prior page, we were able to see a, very dramatic improvement not only in CAC, but also in the overall burn rate through the first quarter at that $5 million number.

If you flip to the next two pages, Tim, also wanted to provide the market just a roll forward of the metrics that we've shared in prior sessions so people can get a sense of how everything is trending. Obviously, as we talked about, we'll be in front of investors over the coming days and happy to, answer any further questions then.

With that, I'll turn it all back to Tim.

Thanks, Brian. I'll quickly skim through the Qoria highlights.

Obviously, I'm sure there are going to be a lot of questions, and the Qoria side of things is probably less interesting, but I'll go through them. End of the year, actually should be 31 million children now.

We've added a further million students since we last reported, 10 million parents, all of the kind of operational metrics within Qoria are performing really well. Growth within the regions: U.S.

is growing north of 26%, we expect to, improve that through June. Qustodio is a standout, 30% that I think we were talking at the beginning of the year 30% growth, and it's comfortably doing that.

EMEA is the UK and now operation in Spain called Qoria Spain, that's starting to target international schools globally and now recently in the Middle East. It's subdued at 6%, but you'll see that really picking up.

Particularly as we're launching this Qoria Connect product, the unified Qoria K-12 platform is literally rolling out now. We've got customers using it now, this year I think I've said many times for Qoria it's about retention in the UK and next year it's about growth, and we're seeing some really, really positive signs.

The team there are doing an outstanding work. As I've said for now about a year, Australia is our best performing K-12 market with the community proposition of selling parental controls through schools in the Australian private school system.

It's an outstanding performance. I think their PCP performance was 80% above what they did in the prior year.

Just extraordinary growth out of this market here. The contributors to ARR, obviously Qustodio is a standout there at $2.7 million.

Remember, that's net of churn, so that's a fabulous result. There's a modest amount of price optimization in that.

They've run a number of price optimization trials in January, February. They launched those at the back end of February.

They've had to pull them back a bit, tweaked, because it was elevating churn, but you'll definitely see a flow-through through the year, particularly in that key renewal period in back-to-school and Christmas period. There's something like a, 5, possibly 10% natural growth rate, net dollar retention, out of price increases coming to that business, so that's really exciting.

Then the K-12, as I said, big contribution from new, increasingly strong contribution from existing cross-sells and upsells. I think our target was 33 or 34% contribution of growth through existing customers and we're easily outperforming that, Crispin and his team are doing a fantastic job.

Obviously, the big story is the big red line on the right-hand side. We are being buffeted by the FX movement of the U.S.

dollar, but the underlying business is really strong and, fortunately for us, from July we'll be reporting in U.S. dollars, so that will become much less of a problem for us and much less of an issue to explain to analysts.

K-12, I mean the numbers here speak for themselves. The real highlight for us, given our focus on that back-to- sorry, the June quarter in the U.S., is the pipeline.

$40 million of pipeline with a weighted value of $19 million. It is the highest I think we've ever had, or equivalent to the highest that we had last year.

We're set up really well and of course we have a number of whales that are outside that pipeline that give us a lot of confidence to outperform. Feeling really good about that.

I think I've touched on all these metrics. Everything else is pretty stable.

Average sales order, average price per unit, they really the June quarter is a really important period for us, you'll see a turn in that chart down the bottom, average sales price per order. You'll see that flick up in the June quarter again, as you saw last year.

Qustodio, performing on all metrics, profitable business, growing really well. As I said, there's been price optimizations.

We've given Victoria an extra 30, 40% in marketing spend and she's spending it very, very wisely. She's, as compared to the and I'm not disparaging, but the Qustodio business selling parental controls, they have the benefit of a positive cash burn in marketing.

We've told Victoria, 'You can spend up to that burn and no more, basically manage your cash flow and grow as hard as you can.' She's doing really well.

School promotions continuing to grow. The old community stuff that we spoke about is going really well.

540 districts now, so that's, I think we're now about 18% of our districts on that program, which is equivalent to 1.3 million parents, or parents of 1.3 million students have been promoted Qustodio. That's pretty exciting.

We're still getting for those schools that launch our program north of 20% taking up the freemium offer, and of those, 1% taking up the premium offer. We're launching monthly subscriptions to those customers literally this this quarter, actually.

We're now starting to get into the cadence of promoting and seeing how we can monetize that pretty big audience, stay tuned. Obviously very, very cyclical.

I'd urge investors to not read too much into our December quarter or March quarter or the March quarter or June quarter cash flows because really the key selling period for us, the key is June, and the cash is cash comes in in that December half. 65% of our growth is typically in the June quarter, eyes should be on our ARR performance for June.

You can see in this chart, that the business is growing every year, and, there's a high cyclicality in our numbers. The these charts are hard to interpret given the FX movements, and what we've tried to do is show that our net ARR is growing, which is the on the bottom chart is the green box, the green shaded area, and the column on the right-hand side is our FX-adjusted underlying cost structure.

You can see that, there is moderated now with these we announced some changes in the last couple months. We're pulling some costs out of the business, essentially reducing new hires and replacements to make sure that any operational cost expansion in our business is covered by cost-outs, or any delays in cash flows are similarly covered by careful spending.

I'll let Ben talk more about that at the end of this deck. Over to you, Ben.

Thanks, Tim. I'll just touch on a couple of things here quickly so that we can get into to questions sooner rather than later.

One of the main things that people will notice is the customer collections. The cash receipts are only slightly up year on year.

Tim's touched on the seasonality of that. The December quarter is what feeds the the March quarter receipts, December sales, and the December quarter is, the U.S.

is does about 5% of its business in in that quarter, and so it's more about Australia and New Zealand, it's very hard to shift the the March cash flows. As noted here, the UK had a good quarter, that was largely in the month of March, very little collections, if any, related to that in the March quarter, and that will flow through to a good growth in year-on-year comparisons for cash collections in the June quarter.

On to a little bit more of the detail and around the costs, the obviously, you can see direct costs in the quarter were up significantly. There's two things at play there.

December quarter was down, it's just timing of cash flow payments falling into January, some of that related to December, but also there's an annual billing cycle for some of the Google costs, and that that occurs at the end of November, invoiced in December, paid in the in the March quarter. You'll see the direct costs come back down into line with the the June, September quarter from last year.

There's there's nothing structural that's changing that spend to be up on a on an annualized basis. It's grows a little bit in line with growth in students, but it's not linear, we do get unit economic benefits there as as we grow.

Marketing costs are obviously up year on year, but as we flagged in the December quarter, would be down from December, which is one of the biggest spending periods. The June quarter should be a similar number.

Staff costs well under control. Some changes made during the March quarter that we we announced as part of the half-year results, we've taken some costs out of the business, put a slowdown on recruitment, and we've got that well under control.

Fixed other down as well and leases down as well. Overall, costs very much under control, and if you project that forward with the growth in ARR that Tim's talking about in the June quarter, you'll be able to see the the growth in cash flows and cash cash generation over that period.

Very comfortable with where we're at at the moment, got line of sight through to July where the cash starts to flow strongly again, and comfortable that the June quarter will significantly outperform the the March quarter in terms of free cash flow. That was probably all I'll cover on that, and happy to jump into questions now.

Over to you, Kane.

Awesome. Thanks, guys.

We obviously have some restrictions in place, given Overram won't be able to answer given the scheme booklet publication late May, early June. Having that being said, happy for you to ask whatever is top of mind around the update today, and if we're restricted from answering it, we'll just take it on notice and address later on.

With that, I think we'll go to Lindsay for our first question.

Hopefully you can hear me?

Yep.

Brilliant. All right.

I think probably today's results, there's kind of three parts to it. Maybe first question just on the standalone Qoria business.

Your pipeline's 44 million, and your weighted pipeline's 19, which more or less is the exact same numbers you printed this quarter last year. How should we think about the June quarter in terms of if I'm just taking the pipeline as a gauge, it doesn't look like you're going to have much improvement year over year in the June quarter.

Could you just maybe talk to that and explain where I'm not wrong, please?

Crispin, do you want to take that?

It is the biggest pipeline we've had, but as you correctly state, marginally. From the North America market, as we know, it's the biggest selling period, and they are on track to have their largest ever quarter, Lindsay.

We've also, I don't know if you remember, we changed the structure of the team with an individual called Adam leading that team recently, and he's really implemented a lot of additional focus on deal management, we're seeing extremely strong conversion ratios at this point in time as well. As an example, we've got 30 deals in the pipeline with over 40,000 students each, which represents 2.5 million students with an ARR of $350,000.

It will be our biggest ever quarter in the U.S. Then if you add the UK on top of that, as Tim said, they've had a really strong performance, they've essentially hit their annual budget year-to-date with one quarter to go, and are projecting a strong Q4 as well.

Similarly for Australia. All in all, I'm incredibly confident where we're at, and the pipeline is definitely sufficient for us, to have, if you're focusing on the U.S., our biggest ever quarter.

Summary is, absolute dollars is the same, but they're probably higher quality dollars, something like that.

Yep. Good summary.

Pretty good. Maybe Aura question on that.

You've given us some updated figures versus say the Feb update. If I look at the CAC you've given for the first quarter, it's $169 in the D2C business, and it was 173 I think in the last update you gave, and that was, only weeks ago.

Just back-solving implies the CAC has collapsed in March. One, is that math correct?

Two, could you just talk to what you're seeing on the CAC front, please, in the D2C business?

Absolutely. That math is correct.

We saw some really favorable CACs towards the last few weeks of March. The prior update that we had given was only through the February month, we had a full another month of performance, and it was a favorable month from a CAC standpoint.

Look, it's a dynamic market, and so you look at what channels you're in, who is bidding on words in certain of those channels at different rates at different points in time, and then, ultimately, there's the end market demand that exists at any point in time. Based on those combination of factors, I think we were able to, meet demand at a really attractive, rate over the course of the month of March.

Okay. Brilliant.

I'll sneak in a third question just on the merger update. I think probably one of the biggest critiques on the proposed merger I got is that it didn't make a lot of sense for what is essentially a U.S.

business to be run out of Perth. You've obviously changed that, but my question is, is there not maybe an element of overcorrecting here?

Qoria is still going to be a third of the combined business, and it just feels like my question is, who runs the legacy Qoria business inside the combined entity with both Tim and Ben stepping back a bit?

I'll take that one. The structure, not everyone on this call understands that kind of the organizational structure of our businesses, but Crispin, who you see here on the call, who runs K-12, he'll be reporting to Hari in this structure, so that's signaling the critical importance of K-12 in this broader strategy.

Victoria, who runs our Qustodio business, will fold under Tom Clayton, who runs is the COO, current COO of Aura, and so he will essentially be looking after all the consumer-facing revenue. Then our kind of functional product and engineering, kind of security people, and finance people will fold under their functional head.

In many ways, it's BAU, for Crispin in particular, he's running his team, they're responsible end-to-end for revenue, and he has a product person, Nabil, and he has an engineering person, Rick, that will keep doing the things that he needs done with a new reporting line. Below the surface, not much difference, and the message internally is constantly reiterated, we're hitting our numbers, roadmaps aren't changing, plans aren't changing, hit your numbers, don't break what's not broken.

Okay. All makes sense.

Thanks, guys. Cheers.

Cool.

Awesome. Thanks, Lindsay.

Owen, we'll go to you.

Can you guys hear me okay?

Yep, got

you. Hi, Owen.

Thanks, guys. Quick question from me.

Just we're getting to know the Aura business a bit better. I'm keen to learn more around the seasonality of that business.

A critique this morning has been around the Jan and Feb run rate when you gave an update in March running at around $11 million per month for Aura, and then that stepped down to, call it, $3 million for the month of March. Just keen to understand a little bit around seasonality of that business.

What was March last year?

I don't have those numbers, I don't have the March numbers at my fingertips.

The year year-on-year ARR added is 39% up, Owen, it's it's significantly up. Um, growth was around about 16 million in the March quarter last year, it's not all seasonality, it's it's a really good quarter from the Aura business.

Understood. Thank you.

I guess the concern in the market has been around run-rating a March number, the March net add number?

Yeah. There's a high degree of recurrence in that number.

The when you look at the business, we have the big step in up in January on the employee benefits side. In on the consumer side, there does tend to be some seasonality in the business.

It actually tends to correlate a little bit more with a couple of things: one is the holiday period when you have people getting new devices and wanting to bring protection on those devices. You tend to see in the U.S.

actually in the March and early April types quarters around tax season with Tax Day being April 15th, in anticipation of people getting their return checks. Then there are certain historical events that have driven excess demand.

We've talked about those in prior forums, in particular data breaches, and so what you'll see is you'll see a little bit not necessarily on a new cash basis, but on a P&L overall basis, including renewal, you'll see slight bumps in late April and then a bigger bump in sort of the August, September period every year because of a prior event in 2024, if I'm understanding your question the right way.

I think if I can jump in, Owen, that this chart here I think shows you what you need to see, which is the EB business has an annual step-change in that first quarter of a year, and that's magical, it just they sell new logos and then they do essentially upselling within existing employers. That's a great business.

That's probably what the question is, actually answering the question that you've received. I think that's the answer to it, which is the March comp there is definitely step-changes in that kind of more enterprise motion of the EB channel, and then the light blue is the typical consumer model.

There is cyclicality, far less than in the family safety business, but you also see in that Q1 '25 a jump that I think it was Q1 '25 when there was that big data leak in the U.S. and so there was also a consumer bump in that period as well.

They're the two cycles that flow in Aura.

I guess a question for you guys, then, is just understand the confidence of ARR growth. We understand the Qoria side of the growth in ARR in the second quarter of the calendar year.

Maybe, Brian, you can give us an indication of the expectations of where ARR growth would lie in the second quarter.

Look, we continue So we grew at 31% year over year, through the first quarter, as we talked about. We wouldn't necessarily view that as being the year-over-year run rate going forward, but we, I think what we would say is we anticipate growing sufficient to achieve the objectives that we put out to the market in terms of growing 20% on a combined basis year over year.

That $4 million that I'm seeing there in the second quarter of last year, I'm not sure of the nuances in the B2C D2C business, I'm guessing you'd expect to exceed that in the second quarter of this year.

There were some issues around frankly Google algorithm changes, and then also the shift to AI search that occurred in the second quarter last year that I think we don't expect to see those same types of headwinds this year.

Yeah. We're the same in Qustodio.

Owen, I I'd

just realized you were asking about the March month, but the March quarter last year was 18.5. The March month last year was $1 million, the $3.5 million they've written this year is significantly up on last year as well.

Cool. Thanks, guys.

Thanks, buddy. Awesome.

James, we'll go to you.

Hi, guys. Just a couple of questions for me.

Just with the new products flagged with Aura enterprise, for example, can you just talk through how big the potential is there, sort of when that should be contributing to revenue, and then more broadly just the roadmap and the opportunity across the 1.75 million subscribers that you've got and sort of what you think you can do with that over time?

The first question, James, specifically relates to the Aura MSP business, if you will?

Yeah. Yep, that's right.

That business is early days. We just moved the product out of beta.

it's a sales channel that we find very compelling from a sales dynamics standpoint, because it's a very large sales channel in the MSP network. we've seen estimates 30,000 MSPs plus in the United States alone, and then there's a multiplier effect underneath those 30,000 MSPs where they'll each have a number of small business clients who will each have a number of end points for each one of their SMB customers, that are addressable.

It tends to be a very leveraged sales channel because these 30,000 MSPs, many of them don't compete with one another because they don't cover either the same industry or in the same geography, but they do tend to get together at large conference-type events and compare notes. We find that to be a very interesting and leveraged sales channel, when you can tap something that, that really appeals to that customer base.

Again, early days. The feedback and the early returns have been good.

It's growing off a base of zero, I'd say it would take a period of time before it's going to be a material contributor. I think we'll start to see more momentum in that next year and then really start to see some ramp in sort of 2028 and 2029.

Excellent. Then second part of the question, just in terms of monetizing the existing user base over time with additional functionality and the like, maybe things like pets or locations or these type of things?

Look, I think I'd say core to the discussion between the two of us, Qoria and Aura, is how do we deliver more value to the customer in the first instance based on the things that we each bring to the table today? As we go through and think about the back half of the year operating as a combined entity, we're thinking a lot about how to, deliver value across the two different customer bases, one to the other.

How do you take a Qustodio customer as an example and make them an Aura customer? Then as we go forward, I think we're, going to be very deliberate in terms of adding new products and features that, they can deliver value to the existing customer base as well as new customers and also be very thoughtful about the way that we merchandise new product features, I'd say in line with the merchandising that we have demonstrated with our upsell motion, over the past couple of 6 months or so, as we've talked about with the boost in AOV.

I don't know, Tim, would you add anything to that? To be honest,

I was writing notes to myself. I didn't hear you.

Sorry. Hopefully you answered it perfectly.

No, that's great. That all makes sense.

Maybe just a couple more. Just on the rationale for taking the extra cash, I suppose, the merged group is slated to be break-even on completion, strategically is there a pathway to accelerating some strategic ambitions, or just the thinking on taking that cash given the break-even?

The way I would characterize it is, given the dynamic operating environment that I think we all find ourselves in, we feel it's prudent from a balance sheet standpoint to capitalize ourselves in that way.

Okay. Great.

Then just last one, I think you might have touched on it with Owen's question a little bit, but just with the ARR growth ambition of 20% this year and the performance marketing rolling off, I suppose you're growing at 28% currently and we're a quarter of the way through the year, I suppose how do you get the visibility in terms of what the growth does post-deal completion with that performance marketing reduction?

I again, I didn't fully grasp Owen's question while he was asking it, and I think one of the things to highlight that's sort of embedded in the ARR growth year over year is the step-up, as I think Tim mentioned, around our employee benefits business that happens really in January and then a little bit of an incremental effect in February. Because of, there is ballast from that business that continues through the course of the year on a year-over-year basis, so that gives us some visibility into the overall ARR growth.

Then the remaining visibility that we have is, it's very formulaic, the way that we think about modeling out spend versus return in the D2C business and ensuring that, we spend in order to be able to hit certain top-line performance targets that we have.

Right. Maybe just last one, not sure if you touched on it during the presentation, I dropped off, just in terms of timeline and catalysts, and I suppose what we can expect to hear out of the company/court over the next 6 months?

In the first instance, I think we have the deal process to get through. We've highlighted the timeline to get through that process, you'll be hearing a lot from us, frankly, through a regulatory lens over the course of the next 2 months, scheme booklet, etc., which will be published.

You move forward with that. In terms of other announcements, we will be, obviously having the Qoria fourth-quarter announcements at some point in July, I would assume, and at that point, I think we'll have more updates obviously on the deal process, which should be near, hopefully completion, as well as incremental actions that we've taken to put the business in the position that we've indicated to the market we would get it in.

Great. That's it for me.

Thanks for taking my questions.

Thank you.

Wei-Weng, we'll go to you next. Hello.

Hey, guys. Sorry, it's a multistep process to unmute the microphone.

I guess one of the announcements today was the creation of Aura Alpha, which is I guess a strategic sort of corp dev-type division. Given the near term, sort of post-merger is very much about driving the path the positive free cash flow, wondering what the near term looks like for that division?

That's a good question. Thanks for that.

There's heaps of things that we have to do actually that are unlocks, and that when you're busy, and we've been through this, Crispin and I have been tortured by a unification process that's been running way too long, probably 4 years, you don't get to do that when you're in BAU or the grind of unifying businesses. What Hari wants me to do is to not get distracted by the day-to-day operations, hitting quarterly numbers, restructuring, and so on, and focus on those things that unlock value, and not on the quarterly results, but unlock value in 12 or 3-year horizons.

Some of those, of course, are going to be corporate, but they don't have to be. Some of those will definitely be partnerships.

A lot of that is in relation to the work that I've been doing in a sense part-time in advocacy, government relations, competition law reform, safety law reform, things that are really starting to change. One something that came up today is not I wouldn't claim in any respect that I or Qoria drove this, but there is this push for digital safety globally, and that's now manifested in California with an obligation for schools to limit screen time.

That's everything we've been talking about for 10 years in our business, and now that's come into law in California. Who is better placed to organize to respond to that opportunity or that challenge than us with the parental control tools we have, with the Octopus acquisition that allows us to measure time use of on school devices on school and other apps?

It's such an opportunity, and we're in the right place at the right time. My job is to look for those opportunities, and where I can, internally or externally, make sure that we're pursuing them.

We're already in discussions and have been prior to this deal, but since the deal was announced, we've opened up some new discussions with some really interesting strategic partnerships. Look, there is my problem actually is there's too much opportunity, not too little.

As this business comes together and we get the confidence that we have in the market, our cost of capital comes down, then I think there's probably more corporate things that we can do, but for now, there's some really interesting stuff that I can do in my day-to-day in partnerships that will add a lot of value, I think, pretty quickly. Look, that's a stay tuned thing, but I'm hoping to very regularly update the market on that progress.

Cool. Thanks.

There's been, I guess, a few changes to the structure of the deal announced today. At the time of the announcement, I guess it'd be correct to say, firstly, that you had no intention for your announcement to be a negotiation, but it seems like you've taken on some feedback and kind of obviously restructured things in what I view as kind of a pretty logical manner?

I guess, is the work now on negotiating the structure of the and terms of the deal now kind of over and now it's just all about just kind of executing on the deal?

Do you want to take that, Pete?

Yep. It wasn't the intention to have that, but lots changed since January when we're finalizing this, what happened with Claude AI, what you can now do from a development point of view and the AI stuff coming through is a dramatic change, and I think what we want to be known as a dynamic organization that adapts to what's happening to the market quickly.

There's a factor of that tied into it. We're not expecting other changes, and we think we've got the structure that can handle that dynamism for the next period of time.

We're confident with that, and now it's just let's get this thing done and executed as quickly as we can. We've put our timetable today.

Obviously, these changes slipped it a few weeks, but we'll push on our advisors to get it done as quickly as we can and hit that timetable.

Then just one more, just to, I guess, to follow up on a prior question, the upsized raise, the $25 million, is that additive to your prior net cash guidance of 65 to 70 or post-transaction, or and I guess if not, does this, reflect potentially higher than expected deal costs, or yeah?

It is additive to the anticipated net cash position.

Yep. Okay.

Cool. We don't expect costs to be higher either.

They they've we're still tracking in line with what we're expecting originally, strongly net cash position is the outcome of the higher placement.

Excellent. Thank you.

Owen, do you have a follow-up question?

Just hitting directly on that. Can you guys give an indicative guidance on or an update or reiteration around what the cash balance would be post-transaction, noting that guidance is free cash flow positive in the second half, or July if it closes in July to December, what the cash balance would be and then the undrawn debt facility?

The cash balance at the time of the transaction, the pro forma for day one?

Yep.

I would say that is still moving around on the basis of, I'd say, balance sheet management with respect to, the various debt facilities that are in place. We're, currently anticipating somewhere in the order of magnitude of net cash of $20 million.

Which is what at the time of merger we said 0 to 5 negative, plus $25 million.

Yep. We've got a written question come through.

So, 'On today's announcement, the additional funds from the Aura founders, a figure of $0.40 was mentioned. I'm unclear as to what the jargon means.

Will Qoria shareholders still receive 1 AXQ share for every 17.2 Qoria shares?'

Yes, they will. There's no change to the relative valuation of the merger.

It's still a 35/65 split pre-placement money. The 17.2 exchange ratio that was disclosed when we originally announced the deal still holds.

Awesome. I think that's all the questions I can see in the queue.

Lindsay's just put his hand up actually. Go for it, mate.

I might just ask a third way on the balance sheet piece. Rather than looking at it from a net debt perspective, just think about the available liquidity.

You're going to raise 100, you're going to have a debt facility of 100. Could you just remind us again what the plans are in terms of existing debt facilities, and how much liquidity you're thinking you're going to have on day one, post-merger completion, please?

The anticipation is as quickly as practicable to consolidate all forms of debt that we choose to have outstanding into the new facility with the Bank of California. Again, as you highlighted, that would be a $100 million facility.

I guess the math on that liquidity-wise would be we'd have, let's call it 80 drawn and 20 of cash, about $40 million of liquidity. 20 $20 of net cash, 100 of cash total and an additional $20 million of liquidity from the facility.

Perfect. Thank you.

Tim, I'll pass back to you for closing remarks.

Cool. Thank you.

Look, this might be my last time, closing one of these sessions. First I'd like to say thanks for everybody for supporting us to where we've got to.

I'm very excited about this merger. I guess if I could position the bringing together of these businesses and the most recent changes, what we're trying to do here is concentrate on setting up something that is globally significant.

The moves of the last announced today really are about setting this company up for success to tackle that immense opportunity, with a heightened focus on the speed of change, in valuation, SaaSpocalypse, AI, and so on. Setting the organization up, with the right division of labor, with the right focus on engineering capability, where our revenue is based in the U.S., but also having an eye to the future with the role of Aura Alpha, setting up the business with the right capital structure, taking advantage of the extraordinary network of connections that the Aura team have, which is something I'm incredibly excited about.

That's what this whole thing is about, is not creating a nice little business that's growing and making a little bit of profits, but to solving a global challenge and doing so in a really big way. That's really the underlying message.

One final thing I'd add, is the Aura leadership team are here with us in Perth. The senior leadership team of Aura are going to be in Sydney talking to investors next week, please find the time to speak to them and be as excited about what we're creating.

I'm sure you will be by the end of that process. Thanks for your time, everybody.

I'll see you all very soon.