ALKAMI TECHNOLOGY, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 25, 2022, Alkami Technology, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Segment Inc. (the “Seller”). The Seller operates a marketing analytics and messaging delivery platform with patented software that enables financial institutions and merchants to understand and leverage data, interact with customers, and measure results.

Pursuant to the terms of the Merger Agreement, the Company has agreed to acquire the Seller for a closing purchase price of $135,500,000. Pursuant to the Merger Agreement, Seller will be merged with and into a wholly owned subsidiary of the Company (“Merger Sub”), with Seller surviving as a wholly owned subsidiary of the Company. The purchase price is subject to adjustment based on Seller’s net working capital amount and other customary adjustments at closing. In addition, a portion of the purchase price will be placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement.

The closing is subject to customary closing conditions and the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and is currently expected to occur in the second quarter of 2022.

Each of the Company, Merger Sub and Seller made customary representations and warranties and agreed to customary covenants in the Merger Agreement. The assertions embodied in those representations and warranties were made for purposes of the contract among the parties and may be subject to important qualifications and limitations agreed to by the parties in connection with the negotiated terms. Moreover, some of those representations and warranties (a) may not be accurate or complete as of any specified date, (b) may be subject to a contractual standard of materiality different from those generally applicable to stockholders or (c) may have been used for purposes of allocating risk among the parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the company or its business. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the company or any of its subsidiaries or affiliates. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 and is incorporated into this report by reference.

Item 8.01 Other Events.

On March 28, 2022, the Company issued a press release announcing that it had entered into the Merger Agreement. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
Exhibit No.                                   Description
                    Merger Agreement, dated March 25, 2022, among Alkami Technology,
  2.1*            Inc. and Segmint Inc.
  99.1              Press Release announcing the acquisition, dated March 28, 2022  .
                  Cover Page Interactive Data File (formatted as Inline XBRL and
104               contained in Exhibit 101)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation SK. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.

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