KnowBe4, Inc. (NasdaqGS:KNBE) agreed to acquire SecurityAdvisor Technologies, Inc. for $80.7 million on October 20, 2021. The acquisition consideration consists of approximately $50 million of consideration paid upfront including $22.5 million of cash payable at closing, which KnowBe4 expects to fund with cash on hand, and $27.5 million in shares of KnowBe4 Class A common stock. Additional consideration of up to approximately $30 million consists of $15 million of potential future earn-out provisions payable with a combination of equity and cash, $5 million to be paid in cash and $10 million in stock. These shares of Class A common stock will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and not pursuant to KnowBe4?s equity incentive plans. $15 million of restricted stock units issued to certain employees of SecurityAdvisor pursuant to KnowBe4?s equity incentive plan, which will be subject to vesting conditions based on the employees? continued employment with KnowBe4 along with certain future performance targets. The SecurityAdvisor team's maximum earnout payment is based on sales of the new products reaching $40 million in ARR by the end of 2024. The deal is subject to stockholder approval of both the parties and execution of key employee employment agreements. The deal is expected to close in fourth quarter of 2021. Melissa Hollatz and Megan Baier of Wilson Sonsini Goodrich & Rosati P.C. acted as legal advisors to KnowBe4 and Lisa Fontenot of Baker McKenzie LLP acted as legal advisor to SecurityAdvisor.