Aura Announces Acquisition of Qoria

Aura, a leading AI-powered online safety platform for individuals and families, and Qoria (ASX: QOR), a global leader in student safety and wellbeing, today announced a binding agreement under which Aura proposes to acquire Qoria through an Australian scheme of arrangement, subject to the satisfaction of a number of conditions (Scheme) along with listing of Aura on the Australian Securities Exchange (ASX). Upon completion of the transaction, Qoria will become a wholly-owned subsidiary of Aura and the newly combined group will then begin trading on the ASX under the ticker symbol AXQ. Continue Reading "The acquisition of Qoria will help power the next phase of growth at Aura," said Hari Ravichandran, Founder and CEO of Aura. "While we share a common mission, Qoria's strength in schools and global footprint are a perfect complement to Aura's strength in the U.S. direct-to-consumer and employee benefits segments. Together, we have the scale, go-to-market expertise and world-class solutions we need to accelerate our vision for connected safety for individuals and families around the world."The combination of Aura and Qoria will establish a global industry leader in online safety and security, bringing together Aura's rapidly growing, AI-powered suite of online safety and wellbeing features and Qoria's global footprint, connected schools ecosystem and deep expertise in student safety and digital wellbeing, which will give the company access to more than 9 million families around the world and more than 20 percent of schools in the United States. On a combined basis the group generated more than $300 million in annual recurring revenue (ARR) in the year ending December 31, 2025 and is targeting to grow by more than 20 percent in calendar year 2026. The combined company targets being cash flow positive in calendar year 2026 (from transaction completion)."The internet was created to connect us, yet online safety has eroded and people around the world are looking for support from trusted online safety providers who can grow alongside their evolving needs," said Tim Levy, Managing Director of Qoria Limited. "The combination of Aura and Qoria will bridge critical gaps in today's fragmented digital environments, delivering continuous protection that moves with the user– across home, school and work– from their first device to their last."Transaction DetailsUnder the merger implementation deed (MID), Aura will acquire all of the existing shares in Qoria in consideration for shares in common stock of Aura in the form of CHESS Depositary Interests (CDIs) and will apply for admission to the official list of the ASX of its CDIs in connection with the Scheme. In parallel, Aura has received binding commitments for the equity placement from existing Aura shareholders, including Hari Ravichandran, WndrCo, Accel and General Catalyst, for US$75 million in CDIs. The implied pre-money equity value of the combined business is approximately $2.1 billion (USD), equivalent to A$0.72 per share.Aura has received in-principle advice from ASX that it is likely to grant a conditional market in respect of the CDIs such that trading of the CDIs will commence on the ASX on the business day (as defined in the ASX Listing Rules) after the effective date of the merger, initially on a conditional and deferred settlement basis. The CDIs are expected to commence trading on the ASX on a normal (T+2) settlement basis on or about the business day following the implementation date of the merger.1Board and Management CompositionFollowing the completion of the transaction, Qoria founder and Managing Director Tim Levy will be appointed Global CEO of the combined entity. Hari Ravichandran will become Chairman of the Board of Directors. The new Aura Board will comprise seven members, four nominated by Aura and three Qoria nominees.The Aura Board of Directors is expected to include:Hari Ravichandran, Founder and CEO of Aura Tim Levy, Managing Director, Qoria Peter Pawlowitsch, Chairman of Qoria Sujay Jaswa, Co-Founder and Managing Director, WndrCo Jeffrey Katzenberg, Co-Founder and Managing Director, WndrCo Mathew Stepka, Managing Partner, Machina VenturesAura will nominate an additional director at a later date.Timing and ApprovalsThis transaction is expected to close in the second quarter 2026 and is subject to regulatory and Qoria shareholder approval.Investor Conference Call Qoria will host an investor webinar jointly with Aura on Tuesday, February 3, 2026 at 8:30 AM AEDT (Monday, February 2 at 4:30 PM EST) to discuss the transaction.Please access the meeting for the investor webinar at the link below at the start of the webinar. No action is required prior to register your interest:https://meet.google.com/igz-ddmd-rnxOr dial: ‪(AU) +61 2 9051 6820PIN: ‪149 307 574#An archive of the webinar will be available on Qoria's website after the call.AdvisorsAura has appointed Jefferies LLC as its financial advisor, Herbert Smith Freehills Kramer as its Australian legal advisor, and Latham & Watkins LLP as its U.S. legal advisor.Qoria has appointed Azure Capital and Stifel as its joint financial advisors, Thomson Geer as its Australian legal advisor, and Gibson Dunn as its U.S. legal advisor.

Aura Announces Acquisition of Qoria

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