Qoria Ltd

Good morning, everyone. Thank you for joining us. There's also a lot to get through in the announcements today. So alongside the presentation, the AURA, Quora team are going to be in the ground in Australia next week, meeting with as many of you as possible. In terms of the call today, we have Peter, Tim, Ben and Tristan joining from Quora, alongside Brian from AURA. Everyone's going to be available for live Q&A at the end of this call. Reeve, unfortunately, already in transit to Australia, but we do have some comments from him shortly.

So that dinner, I'll pass over to you to make a start.

Thanks, Frank, and good morning, and thank you all for joining us. So today we announced some changes to our merger arrangements with Aura. These changes reflected deliberate self-decisions by our respective boards to ensure that the combined group, ASQ, 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 US$100 million, That's a significant increase from the original $75 million, and importantly, it's fully supported by existing Aura shareholders, demonstrating their confidence and strong conviction to the mission. Also, it assures that we have a strong balance sheet for the group when the mission completes, with only a modest dilution. We also announced today a new organisational structure, one designed to get the best out of the capabilities of the group, combining US-based technology and growth leadership with couriers, global market presence, regulatory expertise and customer footprint. Marie, Sujay and Brian have all agreed to continue in their current roles as CEO, Chairman and CFO respectively of Aura. And the group has been secured by continued service of Tim, the driver of ambition to be the global trusted name in online safety, and Ben to support Brian as Australia's CFO. The Korea 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-capitalised global platform, has the ability to execute through integration and investing 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, do you want to start?

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 Quoria team. I am extremely excited and looking forward to meeting with the investors and engaging with all of you over the course of the 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 and 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. And 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 face time 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, Ray. Thanks, Peter. That's great. So what I'll do now is I'll do highlights of the and the group, and then I'll hand over to Brian DiCenzo, who's going to run through Aura's results, which are fairly impressive, and then we'll cover up our typical Coria results operational update with Crispin and Ben, and then a brief Q&A at the end. So I guess if I was to summarise this slide, which is becoming increasingly complex, I The overall thematic here is that the core of your business, if you look through FX movements with the falling US dollar and the transactional costs that we've been spending, is actually performing extremely strongly in the March quarter. It was probably a surprise to all of us. I think we outperformed analysts' expectations in terms of ARR added and net ARR growth at 49% improvement on what we did in the equivalent period last year. So that was pretty remarkable. And not just in K12, and one real highlight actually, which I do want to call out now, is the K12 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. So that was tremendous, but really to stand out clearly, and continued to be so to study us. $2.7 million of ARR, which is more than double what they did in the equivalent period last year. So 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. The FX when we started the year was $0.64, now it's $0.72 now. Now turning to AURA, if I can speak just briefly for Brian, let me speak with admiration. Added $26 million 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 of recurring revenues in October and November last year. Ended the year with $216 million and now $241 million. That's astonishing. The businesses in combination now have $345 million in ARR and if you extrapolate the March result, you get to a very big number. And remember, for those people that know Coria well, the June quarter is our biggest period of growth. 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 in July. So all of those numbers are really, 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. So that being said, I might hand over to Brian.

Yeah, thanks, Tim. So, 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. So, gap revenue or statutory revenue was 59 million for the quarter with ARR ending at a 241.5. 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, you know, 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 negative 14.3 million, so that was an improvement of 1.1 million year-over-year. And, you know, 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 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. So, you know, just to summarize, I think these results reflect our ability to achieve the targets that we've set out and very much, you know, 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 will be free cash flow positive of closing through the end of 2026. On the next slide, if you'd turn there, thank you. So, as Tim noted, what we wanted to highlight here was, you know, when we first spoke with the market in February around this transaction, we indicated the commitment, again, free cash flow positive on a combined basis from the time of closing through the end of the year, and one of the ways that we would get there was through improved efficiency in our performance marketing spend And so, 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, you know, 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 few pages, Tim, I 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've talked about, we'll be in front of investors over the coming days and happy to, you know, answer any further questions then. So with that, I'll turn it over back to Tim. Thanks, Ron.

So, yeah, I'll quickly skim through the Obviously, I'm sure there are going to be a lot of questions and, of course, other things is probably less interesting, but I'll go through them. End of the year, actually, it should be 31 million children now. So we've added a further million students since we last reported, 10 million parents. You know, all of the operational metrics within Coria are performing really well. Growth within the regions, US is growing more for 26%. We expect to, you know, improve that through June. Custodios are standout, 30%. 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 Coria 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 Coria Connect product, the unified Coria K12 platform is literally rolling out now. We've got customers using it now. So this year, I think I've said many times, for Coria, 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 outstanding work. And as I said, for now, about a year, Australia is our best performing K12 market with the community proposition of selling trend of controls through schools in the Australian private school system. It's an outstanding performance. I think their PCP performance was like 80% above what they did in the prior year. That's just extraordinary growth out of this market here. So the contributors to ARR, obviously Casario 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 optimisation in that. They've run a number of price optimisation trials In January, February, they launched those at the back end of February. They've had to pull them back a bit, tweak, because it was elevating churn, but you will definitely see it flow through the year, particularly in that peak renewal period, in back-to-school and Christmas period. So, you know, there's something like a 5%, possibly 10% natural growth rate, net dollar retention, and a price increase is coming to that business, so that's really exciting. And then the K-12, as I said, big contribution from New York. 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. So Chris and his team are doing a fantastic job. Obviously, the big story is the big red line on the right-hand side. We're being buffeted by the Apex movement of the US dollar. But the underlying business is really strong and Fortunately for us, from July, we'll be reporting in US 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 the June quarter in the US, is the pipeline. You know, $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. It was 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. So feeling really good about that. I think a touch on all these metrics, everything else is pretty stable. Average sales order, average price per units, the June quarter is a really important period for us so 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. Custodio, performing on all metrics, profitable business, growing really well. As I said, there's been process 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 being disparaging, but the custodial business selling on parental controls, they have the benefit of a positive cash burn in marketing. And so we've told Victoria, you can spend up to that burn and no more. So 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. I think we're now about 18% of our districts are on that program, which is equivalent to 1.3 million parents. Parents of 1.3 million students are being promoted to custodial. That's pretty exciting. We're still getting those schools that launch our program north of 20% taking up the premium offer and of those 1% taking up the premium offer. We're launching monthly subscriptions to those customers literally this quarter actually. So we're now starting to get into the cadence of promoting and seeing how we can monetize that pretty big audience. So stay tuned. Okay, it's obviously very, very cyclical. I'd urge investors to not read too much into our December quarter or March quarter, sorry, the March quarter or June quarter cash flows because really the key selling period for us, the key cash is June. and the cash comes in in that December half, 65% of our growth is typically in the June quarter. So I should be on our ARR performance for June. And you can see in this chart that the business is growing every year and there's a high cyclicality now in our numbers. 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 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, and you can see that it's moderated now. We announced some changes in the last couple of 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 very careful spending. But I'll let Ben talk more about that at the end of this deck. Happy to do that.

Thank you. I'll just touch on a couple of things here quickly so that we can get into questions sooner rather than later. One of the main things that people 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 March quarter receipts, so December sales, and the December quarter is, you know, the US does about 5% of its business in that quarter, and so it's more about Australia and New Zealand. So it's very hard to shift the March cash flows, but As noted here, the UK had a good quarter. That was largely in the month of March, so 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 cost, 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, so some of that related to December. But also there's an annual billing cycle for some of the Google costs and that occurs at the end of November, invoice in December, pay in the March quarter. you'll see the direct costs come back down into line with the June, September quarter from last year. There's nothing structural that's changing that spend to be up on an annualised basis. It's a little bit in line with growth in students, but it's not linear, so we do get unit economic benefits there as we grow. Marketing costs are obviously up year on year, but as we flagged in the December quarter, it would be down from December, which is one of the biggest It should be a similar number. And staff costs well under control. Some changes made during the March quarter that we announced as part of the APU results. So we've taken some costs out of the business, slowed down on recruitment, and we've got that well under control, fixed other down as well, and races down as well. So overall, costs very much under control. And if you project that forward with the growth in ARR that Jim's talking about in June quarter, you'll be able to see the growth in cash flows and cash generation over that period. So very comfortable with where we're at at the moment, the line of sight through to July where the cash starts to flow strongly again and comfortable that the June quarter will significantly outperform the March quarter in terms of free cash flow. That's probably all I'll cover on that and happy to jump into questions now. Whenever you can. Awesome. Thanks, guys.

So, yeah, we'll see how some restrictions in place, you know, given the scheme booklet publication late May, early June. Having that being said, I'm 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. So, with that, I think we'll go to Lindsay for our first question.

Hopefully you can hear me. Really? All right. I think, like, probably today's result is kind of three parts to it. So maybe, like, first question just on the standalone Coria business. Your pipeline's $44 million and your weighted pipeline's $19 million, which, like, more or less is the exact same numbers you printed this quarter last year. So, like, 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, the June quarter. Could you maybe talk to that and explain where or where I'm not wrong, please? Justin, do you want to take that?

Yeah, so it is the biggest pipeline we've had, but as you correct, the state marginally. Yeah, so from a North American 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. So we're seeing extremely strong conversion ratios at this point in time as well. And as an example, we've got 30 deals in the pipeline with over 40,000 students each, which represents... you know, two and a half million students with a fee of $350,000. So it will be our biggest ever quarter in the US. And 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. And similarly for Australia. So all in all, I'm incredibly confident where we're at and the pipeline, is definitely sufficient for us to, you know, to have, if you're focusing on the US, I'd be just over a quarter.

Okay, so summary is absolute dollars is the same, but they're probably higher quality dollars. Yes. Good summary. Very good. Okay, maybe for a question on that, you've given us some updated figures versus, say, the SEB update. If I look at the CAC that you've given for the first quarter, it's $169 in the DTC business. It was $173, I think, is the last update you gave, but that was only weeks ago. So just back-solving implies the CAC has collapsed in March. So one, is that map correct? And two, could you just talk to what you're seeing on the CAC front, please, in the DTC business?

Yeah, absolutely. So, yeah, 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, so 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, you know, ultimately, there's the end market demand that exists at any point in time. And so, based on those combination of factors, I think we were able to, you know, meet demand at a really attractive rate over the course of the month of March.

Okay, brilliant. And I'll speak to the third question just on the merger update. I think, like, 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 US business to run out of Perth. So you've obviously changed that. But my question is, is there not maybe an element of over-correcting here? I mean, Coria is still going to be a third of the combined business, and it just feels like... I guess my question is, who runs the legacy Coria business inside the combined agency that both Tim and Ben are stepping back a bit?

I'll take that one. So the structure, not everyone on this call will understand the organisational structure of our businesses, but Crispin, he's here on the call, who runs K12, he'll be reporting to Harry in the structure. So that's signalling the importance, you know, the critical importance of K12 in this broader strategy. Victoria, who runs our custodial business from Ford under Tom Clayton, who runs, is the COO, current COO of Aura. And so he will essentially be looking after all of the consumer-facing revenue. and then our kind of functional product and engineering kind of security people and finance people will fold under their, you know, functional head. So in many ways, it's BAU, you know, so to Crispin in particular, he's running his team, you know, 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 their new reporting line. So, you know, below the surface, not much difference in the, The message internally is constantly reiterated. You know, we're hitting our numbers. Roadmaps aren't changing. Plans aren't changing. Hit your numbers, hit your numbers. Don't break what's not broken.

OK. All makes sense. Thanks, guys. Cheers.

Cool. Awesome. Thanks, Lindsay. Owen, we'll go to you.

Here you go. Here you go. Do you hear me OK? Yep, gotcha. Thanks, guys. Quick question for me. 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 mil per month for Aura, and then stepped down to call it 3 mil 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.

Yeah, the year-on-year ARR added is 39% up, Owen, so it's significantly up. Growth was around about $16 million in the March quarter last year, so It's not all seasonality yet, but it's a really good quarter from the order of business.

So I guess the concern in the market has been around run rating and March number? The March and net ad number?

Yeah, so there's a high degree of recurrence in that number. When you look at the business, we have the big step up in January on the employee benefit side. And 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 tax quarters around tax season, with tax day being April 15th, so anticipation of people getting their return checks. And 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.

Yeah, I think if I can jump in on that. This chart here, I think, shows you what you need to see, which is, The EB business has an annual step change in the first quarter of the year and that's magical. They sell new logos and then they do essentially upselling with existing employers. That's a great business. So 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 that typical consumer model, there is cyclicality far less than in the family safety business. But you also see in that Q125, a jump, that I think it was Q125 when there was that big data leak in the US, and so there's also a consumer bump in that period as well. But they're the two cycles that flow in Europe.

And I guess the question for you guys then is just understand the confidence of ARR growth. We understand the Coria 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.

Yeah, look, we continue. So we grew at 31% year over year, you know, 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, you know, I think what we would say is we anticipated growing sufficient to, you know, achieve the objectives that we put out to the market in terms of growing 20% on a combined basis year over year.

So that fall, though, that I'm seeing there in the second quarter of last year, I'm not sure the nuances were coming. I'm guessing you'd expect to see that in the second quarter this year.

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

Sorry, I just realised you were asking about the March month, but the March quarter last year was 18.5. The March month last year was 1 mil. So the three and a half have written this year significantly up on last year as well.

Good one. Thanks, guys. Thanks, mate. James, what about you? Hi, guys. Just a couple of questions from me. Just with the new products flag 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. Yeah, that's right. Yeah, so, you know, that business is early days. We just moved the product out of data. It's a sales channel that we find very compelling from a sales dynamic standpoint because it's a very large sales channel in the MSP network. You know, 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 endpoints for each one of their SMB customers that are addressable. And it tends to be a very levered 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 sort of conference type events and sort of compare notes. So we find that to be a very interesting and levered sales channel when you can tap something that, you know, that really appeals to that customer base. Again, early days, the feedback and the early returns have been good. It's growing off of basis zero. So 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 28 and 29. Excellent. And then second part of the question, just in terms of monetizing the existing user base over time with, you know, additional functionality and the like, you know, maybe things like pencil locations and these type of things. Yeah, look, I think, you know, I'd say core to the discussion between the two of us, Sikori 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. And so, you know, 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, you know, deliver value across the two different customer bases, you know, one to the other. How do you take a custodial customer as an example and make them an ORF customer? And then as we go forward, I think we're, you know, we're going to be very deliberate in terms of adding new products and features that, you know, 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, you know, over the past couple of six months or so, as we've talked about with the boost in AOV. I don't know. Tim, would you add anything to that?

Tim, I'm sorry.

I actually answered it perfectly. Thanks. No, that's great. That all makes sense. Maybe just a couple more. Just on the rationale for taking the extra cash, I suppose, you know, the merged group is slated to be breakeven on completion. So strategically, is there a pathway to accelerating some strategic ambitions, which is the thinking on taking that cash given the breakeven? Yeah, so the way I would characterize it is, you know, 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 and then just last one i think you might have touched on it with owen's question a little bit but just with you know the arr growth ambition of 20 cent 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 so I suppose, how do you get visibility in terms of what the growth does sort of post-field completion with that performance marketing reduction? Yeah. So, 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, you know, there is balance 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. And then the remaining visibility that we have is, you know, it's very formulaic, the way that we think about modeling out spend versus return in the D2C business and ensuring that, you know, we spend in order to be able to hit certain goals. top-line performance targets that we have. Great. And maybe this last one, not sure if we touched on it during the presentation or dropped off, just in terms of timeline and catalysts, and I suppose what we can expect here out of the company, call it over the next six months? Yeah, so, you know, in the first instance, I think the we have the deal process to get through. We've, you know, we've highlighted the timeline to get through that process. So you'll be hearing a lot from us, frankly, through a regulatory lens over the course of the next two months, you know, scheme booklet, et cetera, which will be published. And so you move forward with that. In terms of other announcements, you know, we will be, you know, We will be, you know, obviously having the Korea 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, you know, hopefully completion, as well as incremental actions that we've taken to sort of, you know, put the business in the position that we've indicated in the market we will get it in. That's it for me. Thanks for taking my questions. Thank you. Wei-Wen, we'll go to you next. Hey, guys. Sorry. That's a multi-step 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 corporate Dems-type division. Given the near-term sort of post-merger is very much about driving the positive free cash flow, I'm wondering what the near-term looks like for that division.

Yeah, that's a good question. Thanks for that. There's heaps of things that we can... we have to do, actually, that are unlocks. And when you're busy, and we've been through this, Chris and I have been tortured by a unification process that's been running way too long, probably four years. You don't get to do them when you're in BAU or the grind of unifying businesses. So what Hari wants me to do is to not get distracted by the day-to-day operations, healing 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 three 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. You know, something that came up today is not... I wouldn't claim in any respect that I or Corey are 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. And that's everything we've been talking about for 10 years in our business, and now that's come into law in California. And who is better placed? to organise 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 it on school devices, on school and other apps. Like it's such an opportunity and we're in the right place at the right time. So 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. So, look, 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, so the 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 and partnerships that will raise a lot of value, I think, pretty quickly. So, look, that's a stay tuned thing, but I'm hoping to very regularly update the market on that progress.

Yeah, cool, thanks. And there's been, I guess, a few changes to the structure of the deal announced today. At the time of the announcement, I guess, would it be correct to say, firstly, that you had no intention for, I guess, 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. But, I guess, you know, is the work now on, I guess, negotiating the structure in 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? Yeah. So, it wasn't the intention to have that, but a lot's changed, you know, since January when we were finalising this, you know, what's happened with the Cordae deal. 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 is a dynamic organisation that adapts to what's happening to the market quickly. So there's a factor of that tied into it. Right here today, we're not expecting any other changes, and we think we've got the structure that can handle that dynamicism for the next period of time. So we're confident with that, and now it's just let's get this thing done and executed as quickly as a few weeks, but we're pushing our advisors to get it done as quick as you can and hit that time mark. Yeah, and 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, like post-transaction? 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.

Okay. That's not an interest to me to be higher either. We're still tracking in line with what we were expecting originally, so strongly net cash position is the outcome of the higher placement. Excellent.

Thank you. Owen, I think you've got a follow-up question.

Yeah, just hitting directly on that. Can you guys give an indicative guidance or an update or reiteration around what the cash balance will be post-transaction, noting that your guidance is free cash deposit in the second half of July or closes in July to December. So what the cash balance would be and then the undrawn debt facility.

The cash balance at the time of the transaction, like in pro forma for day one, Yeah, so 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. But we're currently anticipating somewhere in the order of magnitude of net cash of $20 million. which is, at the time of merger, you said 0.5 negative, so plus 25. Yep. I've got a written question coming through. So on today's announcement, the additional funds from the ORF founders, a figure of $0.40 was mentioned. I'm unclear as to what the jargon means. Will Coria shareholders still receive one ASQ share for every 17.2 Coria shares

Yes, they will. There's no change to the relative valuation of the merger. It's still a 35-60-month split pre-placement money. So 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 her hand up, actually. Go for it, then.

Yeah, I might just ask a third way on the balance sheet piece. So rather than looking at it from a net debt perspective, just think about the available liquidity. So 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-merge completion, please?

Yes. So 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 hundred million dollar facility. Um, and so I guess the, uh, you know, the, uh, math on that liquidity wise would be, we'd have, you know, let's call it 80 drawn and 20 of cash. So about 40 million of liquidity, 20, 20 of, of, uh, net cash. So a hundred of cash total and an additional 20 million of, um, of liquidity from the facility. Yeah, perfect. Thank you. Tim, I'll pass back to you for closing remarks.

Yeah, cool. Thank you. Look, so this might be my last time closing one of these sessions. So 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 these businesses and the most recent changes, what we're trying to do here is concentrate on setting up something that is globally significant. And the moves of the last announced today are really about setting this coming up for success to tackle that immense opportunity with a heightened focus on the speed and pace of change in valuation, SaaS populates, AI and so on. So setting the organisation up with the right division of labour with the right focus on engineering capability, where our revenue is based in the US, 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. And so, yeah, that's what this whole thing is about, is not creating a nice little business that's growing and making little bits of profits, but to solving a global challenge and doing so in a really big way And that's really the underlying message. And 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. So 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.