Exhibit 2.1 PURCHASE AND SALE AGREEMENT by and among S LEGACY HOLDCO, INC., THE SHAREHOLDERS OF S LEGACY HOLDCO, INC., and FLYWIRE CORPORATION Dated as of February 24, 2025 TABLE OF CONTENTS | | Page | | --- | --- | | ARTICLE 1 DEFINITIONS | 1 | | Section 1.01 Definitions | 1 | | Section 1.02 Cross-References to Other Defined Terms | 13 | | ARTICLE 2 PURCHASE AND SALE | 15 | | Section 2.01 Estimated Closing Purchase Price | 15 | | Section 2.02 The Transaction | 15 | | Section 2.03 The Closing | 15 | | Secti ...

Core Insights - Flywire Corporation reported a 17.0% year-over-year increase in revenue for the fourth quarter of 2024, reaching $117.6 million compared to $100.5 million in the same quarter of 2023 [6][2] - The company experienced a net loss of $15.9 million in Q4 2024, contrasting with a net income of $1.3 million in Q4 2023 [6][21] - Flywire's total payment volume surged by 27.6% year-over-year to $6.9 billion in Q4 2024, up from $5.4 billion in Q4 2023 [6][21] Financial Performance - Revenue less ancillary services increased by 17.4% to $112.8 million in Q4 2024, compared to $96.1 million in Q4 2023 [6][21] - Gross profit rose to $74.3 million, resulting in a gross margin of 63.2%, compared to a gross profit of $61.8 million and a gross margin of 61.5% in Q4 2023 [6][21] - Adjusted EBITDA increased to $16.7 million in Q4 2024, with adjusted EBITDA margins growing by 680 basis points year-over-year to 14.8% [6][21] Client Growth and Market Expansion - The number of clients grew by 16% year-over-year, with over 180 new clients added in Q4 2024 [6][21] - The company signed more than 800 new clients in fiscal year 2024, surpassing the 700 new clients signed in fiscal year 2023 [9] - Flywire's travel vertical became the second largest in terms of revenue less ancillary services, with significant growth in EMEA and APAC regions [9] Strategic Initiatives - The company announced a restructuring that will impact approximately 10% of its workforce to enhance operational efficiency [3] - Flywire is undertaking a comprehensive business portfolio review to focus on its core strengths, including complex payment processing and its global payment network [3] - The acquisition of Sertifi is expected to accelerate growth in the travel vertical, enhancing Flywire's product offerings across over 20,000 hotel locations worldwide [3][7] Future Outlook - For fiscal year 2025, Flywire projects revenue less ancillary services growth of 10-14% on an FX-neutral basis, with an anticipated increase in adjusted EBITDA margin by 200-400 basis points [7][8] - The company expects approximately 3 percentage points of headwind from foreign exchange throughout the year [7] - The Sertifi acquisition is projected to contribute incremental revenue of $3.0-4.0 million in Q1 2025 and $30.0-40.0 million for the fiscal year 2025 [7][8]

Core Insights - Flywire Corporation has acquired Sertifi for $330 million, enhancing its travel payments technology and expanding its footprint in the hospitality sector [1][4] - Sertifi's platform digitizes hospitality workflows and payments, integrating with major Property Management Systems and catering solutions, which positions Flywire to tap into new subsegments of the travel industry [2][3] - The acquisition is expected to generate approximately $35-40 million in revenue for Flywire in FY 2025, with growth rates anticipated to exceed Flywire's average [4] Company Overview - Flywire is a global payments enablement and software company, combining a proprietary global payments network with vertical-specific software to facilitate complex payments [6][8] - Sertifi serves a diverse client base, including major hotel brands like Marriott and Hilton, and has been recognized as the "Best Payments Processing Software" in the 2025 HotelTechAwards [2] Strategic Implications - The acquisition allows Flywire to leverage Sertifi's established integrations and expertise in hotel workflows, potentially accelerating the adoption of its solutions in the hospitality sector [3][4] - Sertifi's focus on event bookings and group sales aligns with Flywire's strategy to enhance its travel vertical, unlocking new growth opportunities [3]

Company Overview - Flywire Corporation is a global payments enablement and software company that combines a proprietary global payments network, next-gen payments platform, and vertical-specific software to manage complex payments for clients and their customers [3]. - The company supports over 4,000 clients with diverse payment methods in more than 140 currencies across over 240 countries and territories [5]. Financial Results Announcement - Flywire will release its fourth quarter and full year 2024 financial results after market close on February 25, 2025 [1]. - A conference call to discuss these financial results will be hosted by CEO Mike Massaro, President and COO Rob Orgel, and CFO Cosmin Pitigoi at 5:00pm ET on the same day [1]. Technology and Integration - Flywire leverages vertical-specific software and payments technology to integrate deeply within existing accounts receivable workflows for clients in education, healthcare, travel, and key B2B industries [4]. - The company also integrates with leading ERP systems, such as NetSuite, to optimize the payment experience for customers while addressing operational challenges [4].

Core Insights - State Bank of India (SBI) is enhancing its digital payment experience for education loans by partnering with Flywire, enabling direct disbursement in Indian Rupees to global higher education institutions [1][3] - The initiative aims to improve customer experience and streamline the payment process for Indian students studying abroad [2][3] Company Overview: State Bank of India - SBI is the largest commercial bank in India, with a significant market share in home loans (26.3%) and auto loans (19.6%) [4] - The bank processes approximately $890 million in annual loan volume for international students [3] - SBI has a vast network of over 22,500 branches and 62,000 ATMs, serving around 128 million internet banking users and 274 million mobile banking users [4] Partnership Details - The partnership with Flywire allows Indian students to use SBI's 'Global Ed-Vantage' overseas education loan option for tuition fee payments, ensuring timely payments and transaction transparency for educational institutions [2][3] - This collaboration supports compliance with the Liberalized Remittance Scheme (LRS) for Indian residents [2] Digital Strategy - SBI's digital strategy is reflected in the significant adoption of its integrated platform YONO, with 63% of new savings accounts opened digitally in Q1 FY25 [4] - The bank disbursed pre-approved personal loans worth ₹1,399 crores through YONO during the same period [4] Company Overview: Flywire - Flywire is a global payments enablement and software company, providing a proprietary global payments network and vertical-specific software [5][6] - The company supports over 4,000 clients with diverse payment methods in more than 140 currencies across 240 countries [7]

Group 1 - Flywire's shares have faced pressure this year due to challenges in its education segment, primarily from stricter immigration rules for students in Canada [1] - Despite these headwinds, Flywire has continued to deliver impressive organic growth [1]

Core Insights - GradGuard has announced a strategic technology partnership with Flywire to enhance tuition protection options for colleges and universities and their students [1][2] Group 1: Partnership Details - The partnership allows Flywire's higher education clients in the U.S. to access an integrated policy disclosure process, improving financial literacy for students and families [2] - GradGuard's tuition insurance solution will be integrated into Flywire's payments platform, streamlining processes for educational institutions [2][4] - Eligible Flywire institutions can integrate GradGuard's tuition insurance at no cost for Spring 2025 [5] Group 2: Benefits and Impact - The integration aims to provide confidence to students and families regarding their academic investments, especially in light of potential withdrawals due to unforeseen circumstances [3] - GradGuard and Flywire enhance transparency around school withdrawal policies, offering families resources to protect their educational investments [4] - GradGuard has served over 1.7 million students at more than 1,900 institutions, indicating a significant market presence [7] Group 3: Company Profiles - GradGuard is recognized as the number one provider of college tuition and renters insurance, focusing on educating and protecting students from college life risks [7][8] - Flywire is a global payments enablement and software company, supporting over 4,000 clients with diverse payment methods across more than 240 countries [13]

Flywire’s integrated offering with Blackbaud will provide international students studying at over 1,000 U.S. independent schools with a streamlined payment experience, from enrollment through to tuition Partnership strengthens Flywire’s commitment to the K-12 education market in the United States BOSTON, Nov. 21, 2024 (GLOBE NEWSWIRE) -- Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, has announced a strategic partnership with Blackbaud (NASDAQ: BLKB), the le ...

BOSTON, Nov. 20, 2024 (GLOBE NEWSWIRE) -- Flywire Corporation (Nasdaq: FLYW) (Flywire), a global payments enablement and software company, today is announcing the appointment of Carleigh Jaques to its Board of Directors, effective immediately. Ms. Jaques will also serve as a member of the Audit Committee of Flywire’s Board of Directors. Ms. Jaques brings extensive experience in financial technology, payments, risk and capital markets to Flywire’s Board of Directors. She previously led multiple strategic and ...

Financial Data and Key Metrics - Revenue less ancillary services was $151.4 million, a 29.6% YoY increase [11] - Adjusted gross profit for the quarter was $101.9 million, up 27.2% YoY [11] - Adjusted EBITDA was $42.2 million, increasing by $14.7 million YoY, with a margin expansion of 429 basis points [11] - Total payment volume reached $11 billion, nearly double the average TPV of the prior two quarters, growing 24% YoY [41] - GAAP net income was $38.9 million, improving by $28.3 million YoY [48] Business Line Data and Key Metrics - Education vertical showed resilience despite headwinds from Canada and Australia, with strong growth in the UK and emerging markets [23][24] - Travel vertical saw new client wins, including luxury travel providers, with momentum moving upmarket [31][32] - Healthcare returned to modest YoY revenue growth, driven by new clients and deeper partner relationships [34] - B2B vertical saw organic revenue growth well above the corporate average, particularly in the insurance subvertical [36] Market Data and Key Metrics - The UK was a major growth market in education, with revenue growth accelerating YoY, driven by both new and existing clients [23][24] - Canada remains a challenging market due to restrictive immigration policies, with 2025 revenue expected to be flat compared to 2024 [28][29] - Australia's education market is smaller but faces potential moderation in growth due to emerging caps and immigration policies [30] Company Strategy and Industry Competition - The company aims to double revenue over the next several years while improving profitability and cash flow generation [6] - Flywire focuses on optimizing go-to-market capabilities, expanding its global payment network, and strengthening its FlyMate community [13][16][19] - The company continues to invest in vertical-specific solutions, such as its full suite student financial services (SFS) platform, to drive growth and market share [26][90] Management Commentary on Operating Environment and Future Outlook - Management highlighted the resilience of the business despite macro headwinds, particularly in the education sector [10] - The company expects to continue being a Rule of 40 company, balancing strong top-line growth with margin expansion and cash flow generation [12][53] - Management remains optimistic about product differentiation, business model diversity, and profitable growth opportunities across all verticals [53] Other Important Information - The company repurchased 1.3 million shares for approximately $23 million and utilized $45 million for the acquisition of Invoiced [49] - Flywire ended the quarter with $721.5 million in cash, cash equivalents, and investments, with no outstanding debt [48] Q&A Session Summary Question: Customer Adds and Vertical Growth - Over 200 net new clients were added, with travel slightly outpacing education in new client wins [56] - B2B showed notable growth, particularly in the insurance subvertical, while healthcare returned to modest growth [59] Question: Regulatory Risks in Canada and Australia - Canada's restrictive immigration policies continue to impact demand, with no expected recovery in 2025 [60][62] - Australia's growth is expected to moderate, but the market remains a growth opportunity [63] Question: Growth Algorithm and Margin Expansion - The company expects to double revenue over the next several years, with mid-20s growth and margin expansion into the 20% range [66][67] - Adjusted EBITDA margin is expected to improve by 300-600 bps annually, with a focus on cost discipline and operational efficiency [69] Question: Capital Allocation and M&A Strategy - Flywire remains focused on organic growth, strategic acquisitions, and opportunistic share buybacks [70][71] - The company prioritizes M&A that accelerates existing industry solutions, expands into new industries, and enhances client relationships [71] Question: Education Business and Emerging Markets - The education business is global, with significant opportunities in Europe, Latin America, and APAC, particularly in Mexico and Japan [84][85] Question: Student Financial Software (SFS) Monetization - SFS offers a revenue multiplier effect, with SaaS-style license revenue, payment plan revenue, and card activity revenue [90] - The company is accelerating SFS adoption through go-to-market efforts and customer events [103] Question: NRR and Retention Metrics - NRR remains strong, driven by adoption, product expansion, and expanding customer profiles, despite headwinds in Canada [95][96] Question: Healthcare Vertical Growth - Healthcare returned to growth due to new client wins and deeper partner relationships, with initiatives like Banner One driving operational benefits [111][112]