Qoria Limited (QOR.AX) Earnings Call Transcript & Summary

All right. Thank you. Good morning. Thank you all for joining us this morning to hear about the merger between Aura and Qoria. We're very excited about all this. Just a bit of meeting mechanics. So we've got a lot to get through today to introduce Aura to you all. So we're just going to have -- if we have time, we do some Q&A. So if you have any questions, just put them into the Q&A function is the little dots the bottom right screen pop up the Q&A in there. We'll get through as many as we can, but we've sort of got a hard stop after an hour. So the Qoria Board is super excited about this opportunity. We've done extensive due diligence on the Aura business as part of this transaction, we'll end up being shareholders in Aura. And we are firmly of the belief we are bringing 2 fantastic business together to create an even more exciting business going forward that will be based on the ASX. And so the most part of this meeting will be sort of focusing on Aura. And without any further ado then, I'm going to pass across to Sujay, who's the Chair of Aura to introduce the Aura team.

Thank you, Pete. I really appreciate the opportunity, folks to be in front of you. By way of background, Aura has long had the vision of becoming a company that can help people defend their families and keep them safe across all threats in the world -- digital world today and in the future. This has become especially challenging in a world of AI, where we all know that the challenges for people to stay safe online and keep their families safe online will continue to increase as time passes. And we're very excited about this merger between Aura and Qoria because both of these companies have this mission to keep people safe. On our side, by way of background, I'm the Chairman of Aura currently, and I was the business founder of Dropbox and more recently in 2016, started a firm WndrCo, with my business partner, Jeffrey Katzenberg, previously the founder of DreamWorks and the Chairman of Walt Disney Studios. WndrCo is a $3 billion AUM firm that primarily partners with entrepreneurs who have an ambitious vision to change the world in meaningfully and positive ways. In this case, we were very excited to meet in 2018, a generational entrepreneur by the name of Hari Ravichandran, who had previously founded a company known as Endurance, which he had scaled to over $1.2 billion of revenue. Hari, in his leadership of Aura from inception has built it into the most innovative company, in my opinion, in the cybersecurity space in the United States and has built a spectacular business with a spectacular management team. I'd also like to introduce Brian DeCenzo, who's on this call. Brian is the CFO of Aura. For almost 2 decades, he was an investment banker at Goldman Sachs. And towards the end, he spent a couple of years as the Chief of Staff to John Waldron. The final participant on our side is Blake Kanen. Blake and Hari have worked together for almost 20 years, 17 years. And Blake is the corporate development strategist behind Aura. And in fact, is the way we met the person I'll introduce next, which is Tim Levy, someone familiar to all of you, the Founder and CEO of Qoria. Tim, handing it off to you.

Thanks, Sujay. I really appreciate it. Look, as I say, and as Sujay mentioned, the timing matters, AI-driven threats, regulatory momentum, rising awareness, the tailwinds trust -- so favor what I've been talking about for the last few months, a scaled, trusted platform of point solutions. And Aura may not be well known here. They have a partnership with 360. Some of you may have heard the name before. Aura is bringing to this challenge into the capital markets, a high-quality A first approach to digital safety with a world-class team of Blue Rib backers and customers, sorry. And together, we're creating something generally differentiated, an ecosystem which empowers lifetime protection of everything that is precious. Today, my objective -- main objective is to introduce Aura to the Australian Capital Markets, obviously, to talk about the deal and the financial profile. But please be aware that we plan a sequence of engagement with the capital markets between now and completion of this deal, which is scheduled for some time around middle of June. So there'll be ample opportunities for questions and engagement. We'll be doing company days, presentations. We'll have the management team here. There's a sequence of things that are planned. We do have a hard stop at 9:30. So please submit questions if you can through the platform. We'll do our best to answer them on the run through and at the end. And if we have time, we'll open it up for questions. Okay. Let's get into it. Let's start with the transaction because obviously, people will be very interested in that. What we're doing is essentially a reverse listing. Aura will become listed on the ASX as with the ticker AXQ sometime around middle of June, subject to shareholder approval, of course, through a scheme of arrangement, it will also be acquiring Qoria. The deal is -- values the combined group at $3 billion, which is backed by a USD 75 million placement, which is occurring at the equivalent of $0.72, which is where the $3 billion valuation comes from. I'm really, really, really pleased to note to state that Hari and Sujay here on this call are backing that placement along with high-quality tech investors, including Accel and General Catalyst. The combination beyond the challenges that we're seeking to tackle and the advantages that we have, which I'll cover in a moment, profiles like this. At 31 December, it had -- the combination had USD 316 million of ARR. By the way, we'll be talking in U.S. dollars for the most part from now on because Aura is a U.S. company, and that's the company that will be listed on the ASX. The company last year, the combined group last year grew close to 30%. We're targeting beyond 20% certainly for this calendar year. We expect at the time of combination, this group will be not only growing -- scaled and growing well, but will be profitable and free cash flow generating. The balance sheet will be strong, buoyed by that placement with circa $70 million of cash and negligible net debt, if any, with a strong and committed investor base and a strong opportunity of climbing the indexes from the 300. It is a formidable group in combination, 32,000 schools, 9 million parents on the custodial platform, 1,700 Blue Ribbon clients, including names, which I'm not sure I to mention. I'll let Brian do that, who entrust names that you all know that entrust Aura to protect their employees in digital safety, 1.6 million paid subscribers. The combination has a company that's generating, I think, 85%, that's what says of revenue out of the states. 50% of the revenue comes from direct channels and the other 50% are essentially enterprise or enterprise-like SaaS motions with plenty of opportunity inside the U.S. and globally, which we'll cover off during this session. The team is a fantastic combination of the Aura and Qoria leadership. You see the Board there at the top, many of the names on our side you know and many of the names you know anyway, Jeffrey Katzenberg being one on the right-hand side. The leadership is also name that you're familiar with, myself, I've been lucky to be appointed as the MD. Ben Jenkins will be the CFO of the combined group. Brian, my right-hand man, who's based in New York. You'll hear a lot of him today and into the future, a world-class CTO, Rekha Singh. And our operating divisions will essentially be Consumer Security run by the brilliant Tom Clayton, Crispin Swan, who's known to the Capital Markets. He will be running our K-12 division; and Victorija, who's also known to the Capital Markets, he will be running Family Safety. So the familiar names, familiar go-to-market motions, but powered by a much greater set of resources and platforms and capability. All right. So I won't labor this, but this is really an overview, a conceptual overview of the 2 spheres where these businesses work. And you can see very quickly that there is minimal overlap, but important overlaps. Aura on the left is very much a consumer security player, and it's with the types of capabilities, albeit far more modern in my view and more advanced than, say, McCafe or Norton. And then in the last few years, they've been taking that kind of safety security type offering and trying to find other ways to connect to the home and one being Aura Parents, which is an amazing AI-driven platform that you can think about as an upgrade to the custodial Family Safety product. It's all about behavioral insights and interventions. More recently, they've entered the small business market. They have a go-to-market motion through employee benefits, which Brian will talk about, but more recently, helping small businesses deal with the threats that come to their business through BYO personal use of -- the use of personal devices, sorry, business context. And that is an overlap with our enterprise security offerings. And of course, we have K-12 safety offerings where our go-to-market is proving to be very efficient, where we now cover 20% of schools in the U.S. and 40% in the U.K. And we have custodial, which is the green dot in the middle. Now some of the other thing that's important about when you look at these 2 businesses is whilst in a sense, we've got 2 billion parents across the globe who could be a natural buyer of our products, the revenue involved in our markets is still quite modest at about $4.5 billion. But as you get into consumer security and K-12 security, as you'll see later in the slide, that opens up a TAM for this combined business of north of $120 billion. It essentially becomes an unlimited opportunity because literally, as Sujay says all the time, every single person has a device, every single family is dealing with the challenges of connectivity, and we will be the -- really, I believe, the game in town that becomes the world's first singular provider of trust in this world. So this is how we'll kind of present the story to the markets that we sell into. The proposition being we get to empower communities to, with lifetime digital protection for everything that matters most. So it's not a huge leap from Qoria, which is about protecting kids. Now what we're seeking to do in combination is allow the community to protect everything that is precious, which is something that I think we can all resonate with everybody. I won't labor this slide because I think everybody knows well, and Sujay and I have just mentioned a couple of times, the enormity of the challenges facing the community with cyber threats already present but now exponentially growing supercharged by these AI platforms. And it's not just threats to our identity and our information and our finances, but our kids are at the front line and they are being impacted daily. And this is the mission that we, in combination, seek to solve. And this in truth is the industrial logic of this merger is this slide, albeit it's a ugly slide, but this is really what we're trying to do. All right. So I'll quickly pump through that. And now I think the most important part of the session, let me hand over to Hari and Brian to talk about Aura.

Great. Thank you, Tim, and thanks, everyone, for taking the time this morning. Just by way of history, I know a lot of you are familiar with Qoria and the mission of Qoria. In the other part of the world, we set out to go build something very similar in terms of keeping families safe online, where Qoria has really been focused on the adolescent and sort of the school domain. We've thought about family safety as everything you love in a family could be an elder the family, adults, kids, maybe even pets sometime down the road and making sure that they're safe wherever it is that they go, whether it's sort of at home, at school, at the workplace. And the one way that we thought about it differently is when you look at a lot of the products out there in the market today, they're much more vertically sliced and focused where basically they might solve an issue for an adult for identity, for example, or for a credit or for a VPN but most of us as human beings move around from place to place. We have relationships. We generate threats. We really thought about it as how do you take a very human-centric approach where you put the family and the human in the middle. And whether they're at home, they're at work, they're at school or they're at school, how do we keep them continuously safe. We've leveraged a lot of AI to be able to do that. I'll tell you a little bit more about that as we go through it. The company was founded in 2017. About 2018 or so, we partnered up with Sujay and his firm. We have gone through a long journey of a few acquisitions in 2018, 2019. Since 2021, the company has been purely organically built. We launched our first product in 2021, which is an integrated suite of multiple dimensions of security for family. We partnered up with a company called MetLife in the U.S. who has a large footprint in the Fortune 500, Fortune 5000 market around our employee benefits go-to-market motion, which Brian will talk about a bit more as we go through it. And in 2025, we really doubled down on the family safety, the adolescent safety piece with the launch of a new product called [ Balance ], which rolled out in March. And Balance was basically a behavioral health system for adolescents. In some ways, almost think about it as covering a lot of the same territory on personal devices at home that Qoria does at school for school devices. And that really was what started this search towards finding a partner. And we spent some time with Tim back in 2021, kept in touch. And when -- after we rolled this product, it was very clear to us both from a product perspective, we had to have school as a channel -- and also from the protection standpoint, that was a huge surface area. We've met a lot of players in this space. We think that Qoria is the best in the market, both in terms of efficiency of go-to-market model, the product stack and how well it fits inside our platform. And we've loved working with Tim and team, who we think are A+ folks to be able to work with. So we're pretty excited to be able to put the 2 companies together and get to this place. Our Board, a lot of world folks there. Jim Cash, who is on the Board of Microsoft, who's on the Board of Chubb. He's been with us for about 4, 5 years now. Warburg, Robert Jr., who's been a partner of ours for the last 3 or 4 years. Sameer from Excel, Sujay, Jeffrey. We've got folks from General Catalyst. We've got some other folks from Warburg as well. So really smart group of people that have really helped guide the company and push on the growth dimension. If you go to the next slide. Maybe I can just do it myself. So the product itself, we have many pieces that we've integrated together into a fully native solution, starting with things like credit monitoring, where we're connected to all 3 bureaus, identity theft protection, insurance type services. A big area in the U.S. is privacy and personal data removal. We're very much a U.S.-centric company at the moment. And one of the things I'll mention quickly is the global nature of this problem is quite visible to us. We have not made an entree anywhere else in the world, and part of the Qoria appeal is that there's already a global footprint. So we think that's pretty exciting, especially on the privacy and data removal side, there is a lot of information that gets brokered, and we feel strongly that people ought to own their own data and people ought to be able to stay both safe and comfortable online without having to go through a lot of headaches. On the scam protection side, we've got multichannel scam protection, whether you get scans through text messages, e-mail messages, even phone calls, where if you've got a phone call coming in, our system will pick up the call on your behalf. It will try to identify their scam or scam intent based on how people speak and a bunch of different factors. And if it turns out that there is a potential scam footprint, we'll route that off to a transcription service. And all these are driven by AI agents in the back end, so fully identified platform sort of bottoms up. In that kind of a solution, again, you can think about the use case to be a senior. So for example, in our family plan, my wife's grandfather is on that. He tends to pick up the phone quite a bit, tends to be a target of scams. Here, we can actually protect him and make sure that we keep them safe as he's navigating the online world. VPN antivirus solutions and password manager. And all of these are fully integrated for a family. So we have the ability to be able to offer this to all members of the family without a lot of confusion or sharing issues. And on the Aura for Parents product, which we started the conversation talking about, here, we took very much of a behavioral health approach to this. We started really heavily investing behind our AI platform, I would say, about 3.5 years ago, doubled down and tripled down, and we've really caught a lot of tailwinds in the last 18 to 24 months where many of the plumbing elements we thought we had to go build just came off the shelf. Now you had transformers LLMs that were available off the shelf. We're able to take that to rig up the foundation, which means we've been able to move up to the app layer with a lot of the data that we already have collected. So now we can start doing interesting things like looking for patterns for kids, how much are they using their devices, what apps are they using? What's their mood when they use certain devices? What's the best blueprint for a kid to be healthy and have a positive relationship with technology and finding scary things like suicidality, cutting, restricting, et cetera, that we can identify and be able to tell parents with. But the models have been trained by clinicians. We have a staff of about 6 or 7 clinicians at the company that help train the models, help educate the technology, so we can take that wealth of knowledge and be able to put that into the models as well. For example, recently, we launched AI chatbot identification system where kids are interacting with AI chatbots, we can know quickly if that's sort of a healthy habit or not. And unfortunately, we find that it is not. We've kind of put some papers out there on this and some of the stats are pretty staggering, to be honest, as a parent. And Aura for Business. So this is sort of the new product. And again, when we talk about the surface area where we talk about home, work, school, these lines are all getting blurred anymore. So for example, kids are using personal devices at school, school devices at home. You've got employees of companies using personal devices to log into their workplace. So there's no real boundaries as such anymore. So everybody is trying to contend with the notion that what used to be a safe firewalled off place no longer is. So on the business side, what we found is there are a lot of small businesses that use the MSP channel to be able to keep their premises safe. On personal devices, employees don't want your employer to be able to put anything on there. So we were able to go to these MSPs and we're able to tell them, we can put the Aura product on the personal devices. If it turns out that the personal device is compromised, we'll prevent the personal device from being able to log into work apps, whether it's Slack or e-mail or any of these types of services. Now you've got this privacy that the family really wants without the workplace putting an MDM solution on there, while at the same time, the workplace is getting protected because there is anything that's compromises in accessing their work resources. So the one thing I will say is as we've built out this platform, the way we've always thought about it is the platform ought to be able to adapt to whatever the risks are from end-to-end for a family. And then really, a lot of the work then becomes how do you effectively reach the customer in a consumer business, whether it's a direct-to-consumer, employee benefits, MSP like we're doing or schools and perhaps down the road, there could be other channels that we add as well. It really does become a calculus of how do you actually get to the family in the most CAC effective way that drives the most lifetime value. And when you find people that are interested in that constituent like a school or a workplace, sometimes they'll subsidize it because they feel like their mission is aligned with ours. So in the case of MSPs, the workplaces pay, and Brian will talk about the employee benefits channel, where about 20% of employers actually pay to provide this protection to their employee base. So the K-12 channel is very similar in that sense for us. It's an addition to the strategy. Here's just both slides, I'll leave it there. You guys can look at that when you have a chance. And with that, I'm going to hand it over to Brian to talk through the go-to-markets here.

Thanks, Hari. Give everyone a sense of the shape of the business. So Aura finished 2025 with $216 million of ARR. This represents 30% growth year-over-year and results in a CAGR of 35% since 2021. Our business, as we've talked about is really segmented into 2 parts. So we distribute our product direct-to-consumer and then we also distribute via partner and employee segment, with the employee segment representing the majority of that channel. Across the direct-to-consumer and employee benefits business, as of December 31, 2025, we accounted for over 1.1 million paying and 95% net dollar retention. Moving to the next slide to give everyone a sense of how we go to market the listings for our direct-to-consumer business to fairly standard Internet marketing techniques, which we had listed and detailed on the prior page. The majority of our direct-to-consumer subscriptions and revenue come from what we think of as the Aura suite. So as Hari mentioned, the sort of all-in-one bundled feature set to provide the maximum protection to our client. This page shows the Aura Suite product with our family couple and individual options listed out. We also sell certain single feature subscriptions as well. So if a customer is not really ready for the full suite, either the dollar amount or the full feature set, we offer them individual feature sets in a more stand-alone subscription or a parents is one of those feature sets that we offer on an individual basis, which you see represented on the right side of the page. We've talked a lot already actually about our employee benefits channel. So this business, which we're partnered with MetLife and exclusive with them in the channel, really takes advantage of the U.S. practice of health care being provided through employers as a benefit to employees. That industry is well established. As it's evolved, employers have expanded the types of benefits that they offer employees beyond just traditional health care, vision and dental. Our category of identity theft and cybersecurity protection is not a ubiquitous offering in that channel, but a fairly common employee benefit offering with growth room still to run. We entered this market as a provider a little over 6 years ago. In 2022, as we talked about, we entered this exclusive arrangement with MetLife, who's really a global leader in this space to be their exclusive cybersecurity protection offering in their portfolio. By year-end 2025, we've partnered now with over 1,700 employers to provide Aura as a benefit to their employees. And this -- while this is ultimately a business that distributes to the end consumer, it behaves a bit more like an enterprise sales motion, and you see that reflected in the net dollar retention of 109% year-over-year. We wanted to give people a little bit more detail on the underlying metrics that drive our business. We have this really segmented between the direct-to-consumer and the employee benefits segments. So providing a little bit more detail on the direct-to-consumer side, we really measure that business on a per subscriber and a subscriber cohort basis. The key metrics that we focus on here are probably the ones that you would imagine. So ARPU, cost of acquisition, retention. And then ultimately, we think about it very much on a -- what are our months to payback period. Here, we show that payback period statistic on an as-recognized basis. So meaning an annual subscription is recognized monthly over a 12-month period. It is important to note that in this channel, it has a nice working capital benefit because for our annual and 2-year plans, which represent the large majority of our subscriptions in our overall book today, we collect cash upfront for the life of the subscription term. So a 1-year subscription, we will collect that cash upfront but only recognize it evenly over the course of the 12 months. On the employee benefits side, we do track underlying subscribers, which I've already talked about, but we really measure that business on a per employer basis, including the net revenue retention number that I quoted before. I'd say there are 2 additional items that are important to note regarding our employee benefits business. First is that our cash flows align with the employee benefits industry sales cycle, meaning employees sign up during their annual enrollment cycle, which is typically in the September to November time frame but then are enrolled and begin paying us in January. And that's why if you look at this chart, you'll see a big step function change from the second half of '24 to the first half of '25 because we've now enrolled a whole new cohort of people that had signed up in the prior September through November. And that step function change really happens every year. You'll also notice the stability in the business from first quarter -- or first half, excuse me, to second half. That's also very common. So every January, we have a lot of visibility into how that business is going to perform on an annual basis. The other thing I'll note about this business is unlike the direct-to-consumer business, which is much more LTV to CAC type driven where you invest in a customer upfront and then earn back the capital from them over the life of that customer. This is a commission-based business. So there's really not much upfront cost to go acquire the customer, making the unit economics very knowable once you have them on board. So I'll pause there, not go into any more detail today, but we do look forward to sharing more financial information on Aura in the coming months. And with that, I think, Tim, I'll turn it back to you.

Thanks, Brian. Yes, these are really impressive stats for a business that's grown this fast. These unit economics are quite remarkable. And I think some of the parallels are really important to highlight, if I may, for a moment. The retention rate for the direct-to-consumer business at between 80% in the first half and 90% in the second half of the year. That is extraordinary. That compares very, very favorably with the custodial business. I think our net revenue retention in that business is close to that 75% than 90%. That's extraordinary. And ARPU at USD 200 is 3x the custodial ARPU, then the payback is not dissimilar, but the lifetime value of that customer is extraordinary at 3x the ARR per unit. And the employee benefits plan, whilst something that Brian didn't mention is whilst the enrollment period is pre-Christmas and the subscriptions essentially kick off in January, it is paid out of the employees' pay packet based on their pay cycle. So that money flows in, a forth nightly or monthly basis, which is a great way to essentially underline the growth story of this business and its cash flows. And so you'll see a more stable cash flows in our combined business going forward. I won't -- there are slides in here for possibly some people who aren't familiar with the Qoria story, and I'm sure there will be who now see the scale of this business. But I won't go into these. We'll do this maybe at another time. What I'll do is the next section, if I recall, is back to Brian to talk about the industrial logic of this deal. Sorry if it took awhile.

Yes, perfect right there. Thanks, Tim. As Tim said at the beginning, and I think the word has been used a couple of times, we believe that this combination will be transformational for both companies. From our standpoint, the strategic rationale is straightforward. We are 2 very mission-aligned companies that have complementary products across complementary channels with really the family and teen safety being the nexus point between the 2. If you look at it from the Aura perspective, this is really an accelerant for our ambitions around Aura parents and our overall family safety focus. It also has a really nice benefit of adding a very attractive sales channel in Qoria's K-12 business. For Qoria, and Tim just alluded to this, this really multiplies the amount of value that the company can deliver into the home through its school to home bridge and also expand the longevity period. There's no age-out problem with our product because the Aura Suite product is really an adult-focused product. So if we get to mom and dad, we can keep mom and dad even after the kid ages out of the custodial or a parents product. In addition, and Tim could talk more about this, but I think they are very excited at Qoria about Aura's AI capabilities and the way that they can infuse that into the existing Qoria technology stack. I don't know, Tim, do you want to mention anything else there?

I'll come back to that a bit later.

So beyond strategic considerations, I think there are very clear financial benefits, scale, expanded TAM, more diversity of revenue by adding the incremental channels, there will be synergies that we'll realize and then also the infusion of capital, which Tim had mentioned upfront. And then most importantly, we want to create a big and durable business over time. And we believe that we can do that together with the expanded surface area of distribution across home, school and the workplace and the benefits that we think that, that can have for our product and unlocking new product vectors as we bring these 2 businesses together. If we go to the next couple of slides, I'm going to skip through these quickly just in the interest of time. But we do believe that there are multiple levers for growth. We've talked about some of these. So cross-selling products, existing products across our existing channels, more product innovation, the ability to go global. We believe, as Hari mentioned before, that there'll be the opportunity to enter new segments. We have listed here seniors as a potential footprint expansion area. And we do believe that there will be more opportunity to go do M&A. I think ultimately, what this amounts to is we have ambitions to be a big company that has an impact on the world. And so that's the goal is to continue to drive this business forward so that we can have a voice at the table in terms of driving digital safety. So with that, Tim, I will turn that back to you.

Right. Okay. So what I want to do now is just you've got to know the deal, you've got to know Aura. Really, what I'm going to do now is focus on some of the key differentiators, the key things that would invite investors to think about when they're contemplating joining our story over the coming few years. This really is a summary of the next few pages. So let me go into those next few pages. Let's start with the TAM. So one of the big opportunities over this merger is that we now have access to an almost infinite marketplace with every single adult and every single child effectively being a user of technology and exposed to some form of challenge. These are the -- what's just represented here is the revenue in these existing markets. It's not the TAM. The TAM is obviously -- the addressable opportunity is obviously beyond that. Consumer security, $44 billion growing fast. K-12 cybersecurity. We play in that slightly. We have 4,000 installed firewalls across the Qoria business, principally in the U.K., but we've never really extended out to a full suite of security offerings but, of course, have endpoint security. And we, of course, have educational component inside our [indiscernible] platform. Now bringing these together gives us a meaningful opportunity to further build our relationship with CTOs, which clearly is a relationship that we are kind of owning now, particularly in the U.S. SME managed security is what Brian and Hari were talking about with permitting through MSPs, those kind of trusted outsourced IT providers to small businesses, an opportunity for them to protect all these new risk factors that are emerging through the use of personal devices in a work context. Family safety is a market that our investors and K-12 student safety. These are 2 markets that our investors will know very well. Very, very important, very well funded, growing, heavily regulated. Once you're in, if you provide a good service, you get the opportunity to extend into other personas and we have found that we've become incredibly sticky through the multiple layers of feature sets that we offer. Again, an enormous breadth of opportunity. In truth, as I think about bringing these businesses together, I'm more concerned about making decisions about what we don't do than what we do, do because the opportunities are immense. One thing that I should mention is Hari raises many times is I love the concept of the family in Aura is way beyond just the unitary family, which is how Custodial and Qoria think about it. It includes your pets, includes your grandparents. It includes your parents who might be elderly and subject to scams and includes your cousins and your workplace and beyond. I think Sujay really touched on this at the outset. Home is systemic. I think it's fair to say across the digital world that we operate in. from cyber threats, mental health issues with your kids. You see -- I think probably the best way to frame that is that the community and regulators are stepping into this because they are seeing the anomaly of the harms and the social media ban in Australia is just one example. Hari touched on the boundaries breaking between the historically siloed approach to protection, which is it's kind of represented by a firewall sort of concept, which is a technology approach to that. That doesn't work when kids are bringing school devices and personal devices to school and vice versa and personal devices used in the workplace environment. one of the things that I often think about is that all the research suggests that every single parent blames the school for the challenges of digital safety and every single school believes parents aren't doing enough. And that's, in a sense, the platform that we're trying to create. It's not an adversarial approach, a firewall approach to safety and protection. It's one where everyone can collaborate on a single platform. And that doesn't exist today is bizarre, and where we have the opportunity of creating that. We're often asked the question about AI. Is it a risk or an opportunity? Maybe, Sujay, if you can unmute yourself, I'd love your take on this. I think it's really important for the market to understand.

Sure. Thanks, Tim. Our view around AI is that there -- in software, there are winners and losers. And the losers are companies where AI will allow customers to more cheaply and in a more tailored way, build products for themselves using these new tools. But in the case of Aura and Qoria, we view AI entirely as a tailwind. The customers will continue to benefit from our product capabilities because in the future, AI threats will grow exponentially. And we, as a go-forward company, will be the only company in the space that has invested heavily in these capabilities. So our view is that AI is a significant tailwind for the business. It's an opportunity for us to keep our customers safe globally. And in the case of Tim and this engineering team, it allows them to show their incredible talent in the form of the products that we'll be building in the future.

Thanks, Sujay. Look, that is a segue into what Brian mentioned before. The opportunity of taking -- I mean, Aura is an AI-first company. It's what we aspire to be in the courier side. And to be able to take that anomaly detection engine is the way it's often described and to infuse that into our digital monitoring product gives us an opportunity to make a massive impact in education. And then the data points, the quality and extent of data that we have in our K-12 platforms, again, being able to deliver that into this Aura Intelligence platform offers the ability to create something really, really unique and go beyond just alerts and interventions and into supporting clinical work that are dealing with the immense challenges of -- mental health challenges of this generation of children. And one final point, which is mentioned a couple of times in here is we're selling trust as much as we're selling features, if you think about what Qoria and Aura are. And the idea of a backyard or an AI-driven feature set being in aggregate purchased by a risk manager, which is the CTO of the school, I think, is [indiscernible]. I think with unquestionably, it's a tailwind of, unfortunately, risk for the community, and we're selling trust, and we get to leverage AI inside of our platform to deliver these features much more quickly. Look, these sorts of slides are always helpful, I think, for people who are new to a market to kind of understand where we're positioned. Now but this isn't really how we compete day-to-day in the marketplace, right, in those SEO kind of search type marketplaces because it's really feature by feature or problem set by problem set, like VPNs compete with VPNs. But if you look at the major providers in safety and security, this is how we stack up, and it's pretty compelling. Now out of the gate, we have K-12 capability. We have printer controls, full suite printer controls and safety and security capability that is really unmatched. Again, this isn't necessarily the way that you compete in your go-to-market motions. But if you think about the major providers, we have a hell of an advantage. All right. So it is worth touching on these 3 differentiated go-to-market motions, which are completely unique to us as a security and safety provider. And they really go to this idea of -- which is again uniquely ours, which is siloed approaches to protection will fail because the people who are trying to bring harm to us don't care about the delineated segments within which we live. Employee benefits, Brian talked about. That ability to get your employer to offer up an opportunity for them to protect their employees or a discounted approach to protecting their employees is an enormous opportunity. It is a coin operated channel that functions very much like an enterprise SaaS business, where there is an annual subscription and a net revenue retention approach to growth, which is sensational. The exclusive partnership with MetLife is incredibly valuable. They're also a shareholder. It's a committed partnership that's working for both parties, but it is not an opportunity that's peculiar to the U.S. We do think that there is opportunities to do similar motions outside. Aura for Business, again, it's connecting the employer world who are struggling with the risk brought to them through personal device use with the home. That is a bridge that Aura is jumping into or building right now and the signs are really, really positive. And the anomaly of that market is probably hard for Australian investors to grasp. There's something like 40,000 IT outsourcers in the U.S. that are delivering managed IT for small businesses. That's enormous. And I think the stats suggests that 75% of U.S. businesses have suffered a cyber threat or been exposed to a cyber threat in the last few years. So it is an enormous opportunity. And again, this combination is the only one that's positioned to approach that market with a product, which is a privacy-preserving non-MDM approach, which may not mean much to some people, but those that do will totally get it. Finally, Qoria's school community, this is a thing that we've been developing for some period of time, and it's really starting to grab momentum with schools increasingly willing to adopt a collaborative approach to online safety where they're bringing their parents into their programs and extending control of school devices to moment at home. That was 10 years ago, something that people told us would never happen, and now that's happening regularly. And in Australia, which I talk about all the time, the primary reason for our stellar success in the Australian school market is because of that ability to hand control to parents who feel disarmed by the technology that's being imposed upon them. Aura Intelligence. So when we -- how long if we go -- when we started building the relationship with the Aura team, and I started talking about this with the Board, the #1 thing I put on the first slide to talk about why we had to do this, why we had to find a way if we could to bring these businesses together is this idea of an AI-first platform. We're working really hard with the talent that is available in Australia and Sri Lanka to build out this capability. Aura have been investing in this for many, many years for 3 or 4 years. They are hardwired to progressive thinking about AI. And the ability to add that capability to our digital monitoring technology, which is, we believe, best-in-class, but how we can leapfrog the competition with this capability and again, taking our school data and enriching this AI platform that Aura has is something that I think is -- makes this deal a no-brainer, and you'll see it very quickly starting to deliver value to our K-12 customers. On its own, I think this underwrites the merger of these businesses. But as Brian touched on, there's all sorts of opportunities for cross-sell and expansion, international expansion and so on. It is worth highlighting that, I guess, the last couple of years, Qoria has been conservative when it comes to corporate activity. We're really focused on that transition to cash flow generation and profit. We have acquired or merged with 8 businesses over the journey, but that process really stopped a couple of years ago. Octopus was an acquisition we did in early '24, relatively small. But really the major acquisitions we've done paid off a few years ago. Aura, similarly so, I think the last acquisition that was revenue generating was 4 or 5 years ago. But the 2 groups have a pedigree in M&A. I'm looking at Blake [indiscernible] on this call. I think he's done 100 corporate deals. We've done 8, as you see here with the logos. And I think we're seen in our industry as a very good buyer, a very good at identifying groups with technology and talent. And most importantly, very good at bringing those into our universe, adding value where we can, but most importantly, dealing or bringing together cultures. Now I've noticed some commentary online today talking about all the risks of integration and all the risk of cultural mergers and so on. And I can assure everybody on this call that we are very confident in that. This is something that Pete and I and the Qoria team think is a distinct advantage of our business is our ability to merge cultures together. And I think that one advantage we have, though, is that if you look at all the logos here really, all of them are mission-driven, and that's something that we can all unite behind no matter what language you speak or what market you sell to, and that's something that we leverage very well in the bringing together of these different enterprises. What I might do now is hand over to Ben Jenkins to quickly touch through the balance sheet.

Thanks, Tim. Tim touched on some of this at the start, so we won't spend too much time here, but it's definitely worth covering off a couple of points. So as Tim mentioned, we'll be in a net cash position of 0 to net debt of $5 million at close with a strong balance sheet after that USD 75 million pipe raising bringing into the business. So after covering deal costs and other associated costs with the transaction, closing cash balance should be around about that USD 65 million to USD 70 million, which puts us in a really strong position with a reinforced balance sheet as the 2 groups come together. The 2 groups do have 3 debt facilities. The market will be familiar with the escrow facility that is within the Qoria business right now. Aura also have a facility with Bank of California, which is a USD 50 million facility that is undrawn and attracts no line fees or anything like that. It's a really efficient facility, gives us funding flexibility into the future. And there's also a facility with General Catalyst on the shareholders, which is essentially think of it as a debtor factoring facility that helps pay some of the performance marketing funds and manage working capital in that sense. So within the first probably 6 months, we'd look to maybe consolidate those into one and make the balance sheet even more robust with a tidy up of that debt base. From a cash flow perspective, the cash projections into calendar year 2026 is to be cash flow positive, which is something that the market will be very interested in and we're committed to doing. And you can see the cash flow profile of the combined businesses. There's still a little bit of seasonality in the business in calendar year '25, the split half 1, half 2 was sort of 43% in the first half of the year of the calendar year and 57% in the second half. As Brian touched on with the cash flow profile of the Aura business, it's a little bit less seasonal than now. So as the 2 businesses grow and custodial grows as well, we expect that seasonality to reduce further and further, which will help the free cash flow profile as well. I will leave the balance sheet there and hand over to Brian to talk to the next slide.

So thanks, Ben. I mentioned before that we'll be sharing more financial information in the coming months when you get our historical financials. One thing you will note is that we've incurred a significant cash burn over the last several years, but are committed to having the business be free cash flow positive through -- from closing to the end of '26, as Ben just said. Maybe to contextualize our history, so our mandate from our Board and investors up until now has really been to invest heavily to build a world-class digital safety platform and get our business to scale. We had always viewed $200 million of ARR as the threshold that we wanted to reach before shifting from a high-growth mode to a more balanced growth profile. So having crossed that threshold in the fourth quarter of 2025, we've already started on our side to take steps to bring the burn number down and towards free cash flow breakeven. A couple of things to note, though, about the historical loss-making investments. So first, on the direct-to-consumer side, with performance marketing being one of the drivers of those -- that historical burn, we never had a growth-at-all cost mentality. So even as we were spending to grow, we remain very disciplined around unit economics, focusing on the ratio of ARPU to CAC and a high retention number to really ensure that the investments that we were making in customer acquisition were durable and will provide the business with ballast over a long period of time. The other thing to note is, again, a lot of that cash burn will be driven by consumer marketing costs. But as our employee benefits channel has grown and scaled to the point that you saw in the earlier slides, it's really reduced the pressure to drive growth through the direct-to-consumer performance marketing activities. We also think that as part of this transaction, Qoria's shareholders really get to share in the benefit of those historical investments because those are the things that have really created that world-class product and brought the company to the scale that it exists at today. But anyway, I just wanted to contextualize that. So when people see it, they understand. I think we'd note that the levers to moderate the operating expenses fully within our control, and we've already started to make progress reducing those expenses, and we'll make more between now and closing.

Thanks, Brian. All right. So in the interest of time, I'll let people read our vision slides. There is some really important content in there, but we probably need to do that justice. We'll have some product demos, company day type stuff coming up in the next month, I'd say. So we'll hold off there. Before we hand over to questions, what I might do is ask Sujay and Peter to wrap up their thoughts and then hand over to Ben Jenkins to moderate.

Sure. Thanks, Tim. Great job. Great job, all of you is really well-articulated presentation. I'm very happy to see it. One final note that I think -- I thought it would be helpful to share with all of you is that over the past 6 months, I've been very pleased with how well the integration of the management teams has gone. In addition to there being a deep and shared mission around keeping families safe online, the best part is they all seem to like and respect each other, which has made this as smooth a merger as I've ever been around. So I feel great about the integration and what's to come.

Thanks, Sujay. And just from the Qoria side, agree with those comments about how well the teams have come together, and we are super excited about this opportunity and to be able to bring this on to the ASX at the scale is grateful that the Aura shareholders are allowing us to continue to be shareholders in the combined group going forward. I think it's a fantastic opportunity for our leadership team, our business and our shareholders to create fantastic impact. So we've got 5 minutes then. Is there any questions? Sorry, we do have a hard stop at 9:30 Eastern.

Yes. We've got a few in there, and we'll get through them as best we can. But if we don't get through them all today, as Tim said, there'll be plenty more opportunities for us to answer questions. First one is maybe one for the Aura team. Can you expand in terms of some of the attributes you saw in Qoria K-12 business during your due diligence versus its peers? That's a question from Brian Thomas of Lightspeed Systems.

So from our perspective, again, we were looking at the efficiency of the channel motion. And again, this is again from our lens, which as to how we thought about business and what's complementary to us. So it was a little bit less about a pure comparison of one product or go-to-market against something else. So to us, the notion that there is a separate set of products that we can integrate onto our platform was a big piece. From a feature functionality perspective, it was very comprehensive. One of the things we really liked about the Qoria business is that they were sort of the disruptor in the space where they started, they were the low-priced provider and they're kind of work their way up the price curve basically, where some of the incumbents actually had started high. And that trajectory is going to be the other way around as pricing kind of changes in the market. So we're very appreciative of that. All the cross-channel checks we've done all the back channel checks we've done thought very highly of the product, which we were very excited about. And honestly, just meeting Crispin and meeting Tim, we just knew these guys were smart. They were sort of on the ground. They -- we tend to be a very entrepreneurial culture, and we tend to do less well with a more corporate type of setup. And staying out in Perth and building a business of this size and scale with a huge U.S. footprint, we have a tremendous amount of respect for that because that's really hard to build. And so that was our take.

That kind of a follow-on question from that. Can you also talk to the difficulty in breaking into schools and addressing the student market in the U.S.A. and your view on the inherent value in that student and school base that Qoria has built up?

Look, I mean it is a very, very difficult market to break into. It is very fragmented. There is just a lot of different constituents and you don't necessarily control your own budget. There's a lot of policy involved in it as to what dollar is going to flow into the different counties and different institutions of the school base. So to be able to build up relationships, to be able to make sure that you have enough credibility and build out a sales force without spending a lot of dollars on the go-to-market side, it's really hard to do and hard to do with someone that kind of comes a little bit later to the channel. So we were pretty impressed by that. We think that it's a real moat for the business. We thought we would want to do that ourselves. So we did a bunch of work on this about 2.5, 3 years ago, as I mentioned earlier. And really, the conclusion we came to was we were too late. We had to go buy something or a platform of some sort to get the first on creative because doing it organically was just going to be a very, very difficult uphill battle.

Thanks, Sujay. Guiding to growth of 20% in calendar year '26, 20% Qoria and therefore, 20% for Aura. Can you talk through confidence in this growth rate given the guidance on a step down in sales and marketing? What is the expected CAC movement for Aura D2C to get the 20%?

Do you want to take the first part of that, and then I can talk about the last part?

Yes. I think the CRA piece, we're comfortable with that guidance is already out in the market around that 20%. And I think the results that you're seeing already from the Qustodio business is growing north of 20% and the pipeline that people saw build to 31 December sort of underwrites the education business through the rest of the year through the rest of this half, but that's the key selling period. So we're very comfortable with the Qoria 20%.

And then on the Aura side, and this will dovetail with some of the comments that I made before, start on the employee benefit side actually. So the way that we saw that renewal cycle come in year-over-year starting in January was very strong. And so again, that kind of takes pressure off the need to grow the business through the direct-to-consumer channel. The other thing to note is it will be a pullback in growth for us. So with the growth in employee benefits, we do feel good about the CAC reductions that we can achieve and have already started to achieve with CAC down in a very nice place through January. We believe we'll be able to drive that forward through the course of the year, both on a cost of customer acquisition per unit basis and on an overall CAC spend.

I mean one small thing I might add to Brian's feedback there is we were historically growing at 35% to 40% in the business. We're guiding now to 20%. And the employee benefits channel is ramping up quite a bit. So from our perspective, it is, to us, it feels very comfortable at the moment.

Yes. I think that Australian markets understand the marginal cost of growth. If you're growing at 40%, that marginal customer becomes very expensive. And so you start investing in channels that are inherently top of the funnel and middle of the funnel type expensive. And so if you pull back from those expensive CAC channels, and you're targeting 20% growth rate, then that has a very material impact on short-term cash flow. Of course, it does also reduce the size of your base and your upstream renewal rates. And that's probably the risk is that we need to manage much more so -- I see a few questions about this, much more so than about the cash flows in this year. Those levers are quite easy, but making sure you've got a platform for continued growth in '27 and beyond, that's the pillar that you need to be really careful about. The great advantage that Aura has is that the employee benefits channel is just a machine that's just growing organically and you can -- through those annual cycles, you can really supercharge it. So feeling very comfortable about -- we've spent a lot of time, both teams, making sure that the financial profile of this business is, let's call it, ASX grade or ASX ready. Yes, we're very comfortable in all of that.

We've gone bang on 9:30, but I'll squeeze a really quick one in. There's a couple of them in the row that were the same. How long has Qoria been working on this deal? And was some of the free cash flow impact and deal costs in the December quarter in relation to this transaction?

Yes, I'll take that one. Yes. So we started working on this really in August, and it became quite real probably late October, early November. So it's been uncomfortable for us working on this in the background. And yes, there's been expenses incurred, which came through in that last quarterly, which obviously we couldn't talk about. We were hoping to get this deal done pre-Christmas, but it's a big complex deal with essentially an IPO and a merger scheme and so on, all happening simultaneously. So we just couldn't make Christmas and we had to wait through the past Australia Day to, I guess, to have the opportunity to talk to the market like we are now doing. So yes, that definitely impacted our results and our focus over the last few months.

All right. On that basis, we're a minute over time, Tim, if you want to wrap up, we can...

I'm happy to or Pete.

Thank you. Thanks, everyone. I appreciate your support. And as Tim mentioned and Ben mentioned, there'll be a lot more engagement and education around Bora and the opportunity that we're lucky enough to be a part of moving forward. Thanks, everyone.

Thanks all.