Valuation methodology. One primary reason for the increase in the Preliminary IPO Price Range over the estimated fair value in the March 2021 Valuation is the difference in valuation methodology and weighting of outcomes and liquidity. Public market investors often use more qualitative and subjective methodologies to determine the price that they are willing to pay in an IPO, and those methodologies can result in valuations that differ significantly from the valuations determined using the quantitative information utilized by the Board and prescribed by the AICPA Accounting and Valuation Guide. Moreover, the quantitative methodologies employed by third-party valuation firms include discounts to the estimated fair value for alternative events (such as staying private), discounts to present value and DLOM, none of which apply to the Company in connection with its IPO valuation and the analysis of public market investors and the underwriters in their valuation analyses. The most recent third-party valuations as of December 31, 2020 and March 15, 2021 weighted an IPO scenario at 62.5% and 70.0%, respectively, and included a DLOM of 17.5% and 12.0%, respectively. While these quantitative methodologies supported the increase in valuation from the December 2020 Valuation to the March 2021 Valuation, the IPO valuation and resulting Preliminary IPO Price Range do not include such weighting or discounts.

Better market conditions as described by the underwriters. The Preliminary Price Range is based on discussions and input from the underwriters regarding their view of the initial public offering market and positioning the Company for a successful IPO. This input took into account recent performance and valuations of companies that the underwriters expect will be viewed as comparable to the Company. While market conditions have remained volatile since March 2021, market conditions have improved and stock indices and multiple technology companies have reached or returned to near all-time highs and there have been a number of successful initial public offerings. Market conditions have improved in recent weeks as a result of the improvement in the economic outlook in the United States following the rollout of vaccines and other recent developments involving the COVID-19 pandemic. For example, in May 2021, the United Nations increased its global growth projections to 5.4% for 2021, raising its projection of 4.7% growth from January 2021, citing a rebounding U.S. economy. Similarly, in May 2021, the Organisation for Economic Co-operation and Development increased its global growth projection to 5.8% for 2021, revising its projection of 4.2% growth from December 2020. In addition, in helping to determine the Preliminary IPO Price Range, the underwriters also proposed applying higher multiples to the Company’s financial results to determine a more current public company valuation in light of recent developments and initiatives to re-open the economy following the COVID-19 pandemic. For example, in May 2021, the United States Centers for Disease Control and Prevention, or CDC, provided updated guidance for wearing masks to slow the spread of COVID-19. These and other recent developments and initiatives are expected to reduce a number of the headwinds facing the business and operations of the Company and its customers, particularly within the fitness and wellness industry.

Business Developments and Financial Results. The Preliminary IPO Price Range takes into account business developments and financial and operating results that were not available or known at the time of the March 2021 Valuation, including, among others: (i) completion of the quarter ended March 31, 2021; (ii) additional acquisitions of attractive target businesses; (iii) positive developments involving the COVID-19 pandemic; and (iv) restructuring of Company debt.

Improvement of Financial Results. The Company’s financial results for the three months ended March 31, 2021 provided further insight into the impact of COVID-19 on the Company’s operations and financial results and the Company’s ability to continue its pace of growth in a challenging business environment. Revenues increased by $27.9 million, or 36.2%, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. These results represent a continued trend of improvement in sequential quarterly revenue growth following the impact of the COVID-19 pandemic on the Company’s financial performance in 2020, as disclosed on pages 67 and 68 of the Registration Statement, and provide greater insight into customer demand and utilization of the Company’s offerings during the COVID-19 pandemic and the positive impact of acquisitions made over the course of 2020 and early 2021. While certain trends and financial information were known at the time of the March 31, 2021 grants, the Board did not have the full benefit of completed interim financial statements and analyses regarding these trends over the reporting period, as final financial results for the three months ended March 31, 2021 were not yet available.

Additional Acquisitions. In addition, subsequent to the March 31, 2021 grants, the Company further executed on its strategy of deliberate acquisitions with the acquisition of Timely, a New Zealand-based beauty industry software company. The Company believes that the acquisition of Timely represents a significant opportunity for growth, particularly in the United Kingdom, Australia and New Zealand, and further validation of its ability to take advantage of strategic acquisitions to further drive its business and growth.

COVID-19 Developments.  Since March 31, 2021, there have been a number of positive developments regarding the COVID-19 pandemic that the Company believes may have a positive impact on its operations and business, particularly within the fitness and wellness and health services verticals served by the Company. As noted above, global growth expectations for 2021 have been increased due in part to elevated economic activity in the United States. As service SMBs are impacted by the level of economic activity and the overall level of consumer and commercial spending, the Company believes these and other similar reports are a positive sign and have helped to shape expectations for 2021. Further, as discussed on page 68 of the Registration Statement, the Company saw slight improvements in the sale of its solutions to health service professionals as local, state and federal regulators began to lift restrictions related to the COVID-19 pandemic, but saw continued impacts from COVID-19 on sales to customers in the fitness and wellness vertical in the first quarter of 2021. Since March 31, 2021, restrictions have continued to be scaled back and, in May 2021, the CDC provided updated guidance for wearing masks to slow the spread of COVID-19. The Company believes that this and other similar developments could have a positive impact on the general level of economic activity, particularly with respect to its customers in the health and wellness vertical, such as salons, gyms and fitness studios, who may experience a scaled return to operations as consumers become more willing and able to shop, workout, etc. than during periods of widespread quarantine and elevated COVID-19 caseloads.

Restructuring of Company Debt. In connection with the IPO, the Company expects to restructure its outstanding indebtedness and obtain financing on terms that are generally more favorable to the Company than prior to the restructuring. The restructuring will be contingent upon the IPO.

Investor Input Received from the Company’s Testing-the-Waters Meetings. Investor input from Testing-the-Waters Meetings has been positive. The Board did not have this feedback at the time of the March 2021 Valuation, however, the underwriters utilized this investor feedback to analyze and propose the Preliminary IPO Price Range.