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Elastic encourages you to read the entire Merger Agreement carefully because it is the principal legal document governing the Merger and the Elastic Share Issuance. At the effective time of the Merger, Merger Sub will merge with and into Endgame, the separate corporate existence of Merger Sub will cease, and Endgame will continue as the surviving corporation in the Merger and as a wholly owned subsidiary of Elastic. Elastic will also assume all outstanding in-the-money Endgame options and issue a number of Elastic Ordinary Shares with a value equivalent to the amount due under certain outstanding retention bonus awards and certain convertible notes of Endgame.

EDT, unless. Table of Contents Index to Financial Statements reconvened for a later date or time.

You may cast one vote for each ordinary share of Elastic that you owned as of the close of business on the Record Date. The Merger is also subject to clearance by CFIUS without unresolved national security concerns with respect to the transactions contemplated by the Merger.

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Elastic and Endgame have filed a joint voluntary notice to CFIUS seeking clearance of the Merger and the other transactions contemplated in connection with the Merger. The completion of the Merger is subject to the satisfaction of a number of other conditions, including approval of the Merger by the shareholders of Elastic, approval of the Merger by the stockholders of Endgame, regulatory clearance and execution and delivery of various ancillary agreements by Endgame and certain securityholders of Endgame.

We cannot be certain when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed. The Merger Agreement may be terminated at any time prior to the effective time of the Merger, whether before or after receipt of the requisite stockholder approvals, under the following circumstances:. Appraisal Rights. Holders of Elastic Ordinary Shares are not entitled to appraisal rights in connection with the merger.

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Generally, each party will pay all fees and expenses incurred by it in connection with the Merger and the other transactions and agreements contemplated by the Merger Agreement. Concurrently with the execution of the Merger Agreement, certain shareholders of Elastic and stockholders of Endgame entered into support agreements, pursuant to which, among other things, such holders agreed that they will vote their Elastic Ordinary Shares and shares of Endgame Capital Stock, respectively, in favor of the Merger.

Elastic prepares its financial statements in accordance with U. The purchase price will be allocated to the fair values of assets acquired and liabilities assumed. Any excess purchase price after this allocation will be assigned to goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies.

Under the acquisition method of accounting, goodwill is not amortized but is tested for impairment at least annually, or more frequently if circumstances indicate potential impairment. Material U.

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Endgame securityholders receiving the merger consideration will have different rights once they become shareholders of Elastic due to differences between the governing corporate documents of Elastic and Endgame. Consolidated Statement of Operations:. Total subscription revenue. Professional services. Total revenue. Cost of revenue 1 2 3. Cost of professional services. Total cost of revenue. Gross profit. Operating expenses 1 2 3 4. Research and development. Sales and marketing. General and administrative. Total operating expenses. Operating loss 1 2 3 4.

Other income expense , net. Loss before income taxes. Provision for income taxes. Net loss. Net loss per share attributable to ordinary shareholders, basic and diluted. Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted.

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Includes stock-based compensation expense as follows:. Cost of revenue. Total stock-based compensation expense. Includes employer payroll taxes on employee stock transactions as follows information for years prior to fiscal year is not meaningful :. Includes amortization of acquired intangibles as follows:. Total amortization of acquired intangibles. Includes acquisition-related expenses as follows:. Total acquisition-related expenses. Cash and cash equivalents.

Working capital. Total assets. Deferred revenue, current and non-current. Redeemable convertible preference shares. Accumulated deficit.

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The following table sets forth selected unaudited pro forma condensed combined financial information giving effect to the Merger of Elastic and Endgame. The unaudited pro forma condensed combined statement of operations includes adjustments which are preliminary and may be revised.

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There can be no assurance that such revisions will not result in material changes. In addition, the unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, detrimental effects, operating efficiencies or cost savings that may result from the Merger that may occur prior to, or after, completion of the Merger or any acquisition and integration costs that may be incurred.

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The unaudited pro forma condensed combined financial data are not necessarily indicative of results that actually would have occurred or that may occur in the future had the Merger been completed on the dates indicated. Operating expenses. Loss from operations. Net loss per ordinary share. Condensed Balance Sheet Data:. Total liabilities. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Merger had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.

In thousands, except for per share data. Condensed Combined Statement of Operations Data:. Net loss per share. In thousands. Condensed Combined Balance Sheet Data:.

Long term debt. Basic net loss per share. Diluted net loss per share.