Financial Operations - The company automates and streamlines the accounts receivable process, enhancing efficiency from invoice to receipt and reconciliation [66]. - The company employs in-house currency hedging algorithms and non-deliverable forward foreign currency contracts to mitigate foreign exchange volatility, typically holding short-term exposure of 1 to 4 days [66]. - The company’s payments platform supports real-time transaction processing, crucial for timely enrollment in education, leveraging AWS for cloud redundancy [78]. - The company operates a next-gen payments platform that supports complex billing and payment processes, enhancing user experience through a personalization engine leveraging AI and ML technologies [76]. - The company integrates social impact initiatives into its business, focusing on improving access to education and supporting local communities [123]. Compliance and Risk Management - The company maintains a dedicated compliance and risk management function, ensuring adherence to various regulatory standards including AML and CFT [79]. - The company must adhere to U.S. consumer finance laws, including the Truth in Lending Act, which may impose disclosure obligations on its clients [98]. - Flywire is subject to the Electronic Fund Transfer Act, which mandates disclosure and error resolution obligations for electronic fund transfers [99]. - Compliance with card network rules is critical, as non-compliance could lead to suspension or termination of registration with networks like Visa and Mastercard [103]. - The company faces potential fines and penalties for violations of the General Data Protection Regulation (GDPR), which imposes strict obligations on personal data processing [110]. - Recent legal developments regarding data transfers from the U.K. and EEA to the U.S. have created compliance uncertainty, particularly following the invalidation of the Privacy Shield [111]. - The Amended Act on Protection of Personal Information in Japan, effective April 1, 2022, introduces new requirements for transferring personal data outside Japan [113]. - The company is required to comply with various consumer finance and protection laws, including the Truth in Lending Act and the Fair Credit Reporting Act [98]. - Flywire's business may be subject to increased scrutiny if it expands or changes its solutions, potentially bringing it under the jurisdiction of the Consumer Financial Protection Bureau [99]. - Non-compliance with the PCI DSS could lead to significant operational disruptions and financial penalties for Flywire [104]. - The company is subject to the National Automated Clearing House Association (NACHA) operating rules, which impose obligations on Flywire and its partner financial institutions [106]. - Recent legal developments regarding data transfers from the U.K. and EEA could subject Flywire to fines and restructuring costs if compliance is not maintained [112]. Employee and Organizational Structure - As of December 31, 2024, the company has approximately 1,250 full-time employees and contractors, referred to as FlyMates [118]. - 35% of FlyMates are located in the Americas, 40% in Europe and the Middle East, and 25% in Asia-Pacific, representing over 50 nationalities and 40 spoken languages [119]. - In 2024, FlyMates spent more than 6,500 hours on company-sponsored career development and training programs [127]. - Flywire has not experienced any work stoppages and considers its relations with FlyMates to be good [120]. - Flywire's employees represent over 50 nationalities and over 40 spoken languages, promoting diversity and inclusion [127]. Technology and Innovation - The company has developed a modern technology stack and cloud-native infrastructure to address complex product implementation challenges, enhancing scalability and reliability [74]. - The company’s technology stack includes a public API that enhances integration capabilities, significantly reducing time to realize advantages from its solutions [77]. - The company has developed a public API that enhances scalability and execution of growth strategies, allowing organizations of all sizes to integrate easily with its payments platform [77]. - The company utilizes advanced technology to mitigate transaction-level risks, including fraud and money laundering, through continuous monitoring and analysis of payment activities [81]. - The company has a dedicated risk and security team led by a Chief Information Security Officer, focusing on risk reduction and information protection excellence [82]. Market Strategy - The company has a strong dollar-based net retention rate, driven by regional sales teams across the U.S., Canada, Latin America, Europe, and Asia Pacific [70]. - The company follows a "land-and-expand" strategy, successfully cross-selling and up-selling solutions to existing clients, leading to significant revenue generation with minimal acquisition costs [72]. - The company’s go-to-market strategy emphasizes a direct sales channel, regional expertise, and strong client management to drive sales success [70]. - Flywire has established channel partnerships with financial institutions and technology providers, enhancing its market reach [73]. - The company competes against legacy payment methods and integrated payment providers, addressing issues such as poor user experiences and limited service offerings [83]. Environmental, Social, and Governance (ESG) - Flywire's ESG strategy aligns with global best practices, including metrics set forth by the Sustainability Accounting Standards Boards (SASB) and the Global Reporting Initiative (GRI) [124]. - The company conducts an annual greenhouse gas emissions audit to reduce carbon-intensive activities and improve energy efficiencies [127]. - The company has established a cross-functional task force to oversee ESG initiatives, supported by Co-Executive Sponsors [127]. - Flywire's social impact initiatives include a corporate matching program to amplify employee support for non-profits [127]. - Flywire's governance practices include a Code of Conduct and mandatory training on various compliance topics [127].

Core Insights - Flywire reported revenue of $112.8 million for the quarter ended December 2024, reflecting a year-over-year increase of 17.4% but falling short of the Zacks Consensus Estimate of $120.14 million by 6.11% [1] - The company's EPS was -$0.12, a decline from $0.01 in the same quarter last year, resulting in an EPS surprise of -1100.00% compared to the consensus estimate of -$0.01 [1] Financial Performance Metrics - Total Payment Volume reached $6.90 billion, exceeding the average estimate of $6.57 billion from four analysts [4] - Revenue from transactions was reported at $95.30 million, below the average estimate of $105.31 million from three analysts, marking a year-over-year increase of 16.4% [4] - Revenue less ancillary services from transactions was $95 million, compared to the average estimate of $103.15 million, showing a year-over-year change of 16.6% [4] - Revenue less ancillary services from platform and other revenues was $17.80 million, surpassing the average estimate of $16.86 million, with a year-over-year increase of 21.9% [4] - Revenue from platform and other revenues was $22.30 million, exceeding the average estimate of $18.42 million, representing a year-over-year change of 19.9% [4] Stock Performance - Flywire's shares have returned -7.8% over the past month, compared to a -1.8% change in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating potential performance in line with the broader market in the near term [3]

Company Performance - Flywire reported a quarterly loss of $0.12 per share, missing the Zacks Consensus Estimate of a loss of $0.01, compared to earnings of $0.01 per share a year ago, representing an earnings surprise of -1,100% [1] - The company posted revenues of $112.8 million for the quarter ended December 2024, missing the Zacks Consensus Estimate by 6.11%, and showing an increase from year-ago revenues of $96.1 million [2] - Over the last four quarters, Flywire has surpassed consensus EPS estimates just once, while it has topped consensus revenue estimates three times [2] Stock Outlook - Flywire shares have lost about 16% since the beginning of the year, contrasting with the S&P 500's gain of 1.7% [3] - The current consensus EPS estimate for the coming quarter is $0.01 on revenues of $134.67 million, and $0.25 on revenues of $590.35 million for the current fiscal year [7] - The estimate revisions trend for Flywire is mixed, resulting in a Zacks Rank 3 (Hold) for the stock, indicating expected performance in line with the market in the near future [6] Industry Context - The Internet - Software industry, to which Flywire belongs, is currently in the top 28% of over 250 Zacks industries, suggesting that stocks in the top 50% outperform those in the bottom 50% by a factor of more than 2 to 1 [8]

Exhibit 2.1 PURCHASE AND SALE AGREEMENT by and among S LEGACY HOLDCO, INC., THE SHAREHOLDERS OF S LEGACY HOLDCO, INC., and FLYWIRE CORPORATION Dated as of February 24, 2025 TABLE OF CONTENTS | | Page | | --- | --- | | ARTICLE 1 DEFINITIONS | 1 | | Section 1.01 Definitions | 1 | | Section 1.02 Cross-References to Other Defined Terms | 13 | | ARTICLE 2 PURCHASE AND SALE | 15 | | Section 2.01 Estimated Closing Purchase Price | 15 | | Section 2.02 The Transaction | 15 | | Section 2.03 The Closing | 15 | | Secti ...

Core Insights - Flywire Corporation reported a 17.0% year-over-year increase in revenue for the fourth quarter of 2024, reaching $117.6 million compared to $100.5 million in the same quarter of 2023 [6][2] - The company experienced a net loss of $15.9 million in Q4 2024, contrasting with a net income of $1.3 million in Q4 2023 [6][21] - Flywire's total payment volume surged by 27.6% year-over-year to $6.9 billion in Q4 2024, up from $5.4 billion in Q4 2023 [6][21] Financial Performance - Revenue less ancillary services increased by 17.4% to $112.8 million in Q4 2024, compared to $96.1 million in Q4 2023 [6][21] - Gross profit rose to $74.3 million, resulting in a gross margin of 63.2%, compared to a gross profit of $61.8 million and a gross margin of 61.5% in Q4 2023 [6][21] - Adjusted EBITDA increased to $16.7 million in Q4 2024, with adjusted EBITDA margins growing by 680 basis points year-over-year to 14.8% [6][21] Client Growth and Market Expansion - The number of clients grew by 16% year-over-year, with over 180 new clients added in Q4 2024 [6][21] - The company signed more than 800 new clients in fiscal year 2024, surpassing the 700 new clients signed in fiscal year 2023 [9] - Flywire's travel vertical became the second largest in terms of revenue less ancillary services, with significant growth in EMEA and APAC regions [9] Strategic Initiatives - The company announced a restructuring that will impact approximately 10% of its workforce to enhance operational efficiency [3] - Flywire is undertaking a comprehensive business portfolio review to focus on its core strengths, including complex payment processing and its global payment network [3] - The acquisition of Sertifi is expected to accelerate growth in the travel vertical, enhancing Flywire's product offerings across over 20,000 hotel locations worldwide [3][7] Future Outlook - For fiscal year 2025, Flywire projects revenue less ancillary services growth of 10-14% on an FX-neutral basis, with an anticipated increase in adjusted EBITDA margin by 200-400 basis points [7][8] - The company expects approximately 3 percentage points of headwind from foreign exchange throughout the year [7] - The Sertifi acquisition is projected to contribute incremental revenue of $3.0-4.0 million in Q1 2025 and $30.0-40.0 million for the fiscal year 2025 [7][8]

Core Insights - Flywire Corporation has acquired Sertifi for $330 million, enhancing its travel payments technology and expanding its footprint in the hospitality sector [1][4] - Sertifi's platform digitizes hospitality workflows and payments, integrating with major Property Management Systems and catering solutions, which positions Flywire to tap into new subsegments of the travel industry [2][3] - The acquisition is expected to generate approximately $35-40 million in revenue for Flywire in FY 2025, with growth rates anticipated to exceed Flywire's average [4] Company Overview - Flywire is a global payments enablement and software company, combining a proprietary global payments network with vertical-specific software to facilitate complex payments [6][8] - Sertifi serves a diverse client base, including major hotel brands like Marriott and Hilton, and has been recognized as the "Best Payments Processing Software" in the 2025 HotelTechAwards [2] Strategic Implications - The acquisition allows Flywire to leverage Sertifi's established integrations and expertise in hotel workflows, potentially accelerating the adoption of its solutions in the hospitality sector [3][4] - Sertifi's focus on event bookings and group sales aligns with Flywire's strategy to enhance its travel vertical, unlocking new growth opportunities [3]

Company Overview - Flywire Corporation is a global payments enablement and software company that combines a proprietary global payments network, next-gen payments platform, and vertical-specific software to manage complex payments for clients and their customers [3]. - The company supports over 4,000 clients with diverse payment methods in more than 140 currencies across over 240 countries and territories [5]. Financial Results Announcement - Flywire will release its fourth quarter and full year 2024 financial results after market close on February 25, 2025 [1]. - A conference call to discuss these financial results will be hosted by CEO Mike Massaro, President and COO Rob Orgel, and CFO Cosmin Pitigoi at 5:00pm ET on the same day [1]. Technology and Integration - Flywire leverages vertical-specific software and payments technology to integrate deeply within existing accounts receivable workflows for clients in education, healthcare, travel, and key B2B industries [4]. - The company also integrates with leading ERP systems, such as NetSuite, to optimize the payment experience for customers while addressing operational challenges [4].

Core Insights - State Bank of India (SBI) is enhancing its digital payment experience for education loans by partnering with Flywire, enabling direct disbursement in Indian Rupees to global higher education institutions [1][3] - The initiative aims to improve customer experience and streamline the payment process for Indian students studying abroad [2][3] Company Overview: State Bank of India - SBI is the largest commercial bank in India, with a significant market share in home loans (26.3%) and auto loans (19.6%) [4] - The bank processes approximately $890 million in annual loan volume for international students [3] - SBI has a vast network of over 22,500 branches and 62,000 ATMs, serving around 128 million internet banking users and 274 million mobile banking users [4] Partnership Details - The partnership with Flywire allows Indian students to use SBI's 'Global Ed-Vantage' overseas education loan option for tuition fee payments, ensuring timely payments and transaction transparency for educational institutions [2][3] - This collaboration supports compliance with the Liberalized Remittance Scheme (LRS) for Indian residents [2] Digital Strategy - SBI's digital strategy is reflected in the significant adoption of its integrated platform YONO, with 63% of new savings accounts opened digitally in Q1 FY25 [4] - The bank disbursed pre-approved personal loans worth ₹1,399 crores through YONO during the same period [4] Company Overview: Flywire - Flywire is a global payments enablement and software company, providing a proprietary global payments network and vertical-specific software [5][6] - The company supports over 4,000 clients with diverse payment methods in more than 140 currencies across 240 countries [7]

Group 1 - Flywire's shares have faced pressure this year due to challenges in its education segment, primarily from stricter immigration rules for students in Canada [1] - Despite these headwinds, Flywire has continued to deliver impressive organic growth [1]

Core Insights - GradGuard has announced a strategic technology partnership with Flywire to enhance tuition protection options for colleges and universities and their students [1][2] Group 1: Partnership Details - The partnership allows Flywire's higher education clients in the U.S. to access an integrated policy disclosure process, improving financial literacy for students and families [2] - GradGuard's tuition insurance solution will be integrated into Flywire's payments platform, streamlining processes for educational institutions [2][4] - Eligible Flywire institutions can integrate GradGuard's tuition insurance at no cost for Spring 2025 [5] Group 2: Benefits and Impact - The integration aims to provide confidence to students and families regarding their academic investments, especially in light of potential withdrawals due to unforeseen circumstances [3] - GradGuard and Flywire enhance transparency around school withdrawal policies, offering families resources to protect their educational investments [4] - GradGuard has served over 1.7 million students at more than 1,900 institutions, indicating a significant market presence [7] Group 3: Company Profiles - GradGuard is recognized as the number one provider of college tuition and renters insurance, focusing on educating and protecting students from college life risks [7][8] - Flywire is a global payments enablement and software company, supporting over 4,000 clients with diverse payment methods across more than 240 countries [13]