[sheet: Summary Dashboard]

Approval Category	Filing / Approval Description	Regulatory Authority	Filing Date	Target Clearance Date	Actual Clearance Date	Status	Closing Condition	Notes
Federal Antitrust (HSR)	HSR Act Premerger Notification — Buyer's Form	FTC / DOJ Antitrust Division	April 2, 2025	July 15, 2025	July 15, 2025	CLEARED — Waiting Period Expired	Yes	HSR Transaction No. 25-0198374. DOJ Second Request issued May 8, 2025; substantial compliance certified June 27, 2025; 30-day waiting period expired July 15, 2025. Howard Bellamy led antitrust workstream.
Federal Antitrust (HSR)	HSR Act Premerger Notification — Target's Form	FTC / DOJ Antitrust Division	April 2, 2025	July 15, 2025	July 15, 2025	CLEARED — Waiting Period Expired	Yes	Filed simultaneously by VeloPay via Fielding McGrath LLP (Amara Osei). Same transaction number 25-0198374.
Federal Antitrust (HSR)	DOJ Second Request — Document Production & Interrogatory Responses	DOJ Antitrust Division	May 8, 2025	June 30, 2025	June 27, 2025	CLEARED — Substantial Compliance Certified	Yes	Second Request issued May 8, 2025. Document collection and rolling production commenced May 14, 2025. Substantial compliance certified June 27, 2025. 50 days from issuance to compliance.
Foreign Investment	Investment Canada Act Notification	Innovation, Science and Economic Development Canada (ISED)	May 1, 2025	June 15, 2025	June 3, 2025	CLEARED	Yes	Notification re: indirect acquisition of VeloPay Canada Inc. (Ontario corporation). Prepared by Calderwood & Harkness in coordination with Canadian counsel. Cleared ahead of schedule — 33 days from filing.
State Money Transmitter	Change-of-Control Approvals / Notifications — 31 States	Various State Regulators (see State MTL Detail tab)	Various (April 8–15, 2025)	July 18, 2025	July 18, 2025	ALL COMPLETE	Yes (aggregate)	VeloPay holds money transmitter licenses in 47 states + D.C.; 31 states require change-of-control approval or notification. All approvals obtained or notifications made by July 18, 2025. See State MTL Detail tab for state-by-state detail.
SUMMARY	ALL REGULATORY APPROVALS	—	—	—	July 18, 2025 (last approval)	ALL CLEARED (5 of 5)	ALL SATISFIED	All regulatory closing conditions satisfied as of July 18, 2025. Closing occurred July 22, 2025. Total items CLEARED: 5; PENDING: 0; AT RISK: 0.

[sheet: HSR Detail]

Milestone	Date	Responsible Party	Status	Description / Notes
HSR Filing Preparation Commenced	March 15, 2025	Howard Bellamy / Derek Okonkwo (Calderwood & Harkness)	Complete	Market definition and competitive overlap analysis completed; filing strategy memorandum finalized. Identified relevant product markets (digital payments processing, peer-to-peer money transfer, merchant acquiring).
HSR Premerger Notification Filed (Buyer)	April 2, 2025	Howard Bellamy / Derek Okonkwo (Calderwood & Harkness)	Complete	HPE Fund IV HSR filing submitted to FTC and DOJ. HSR Transaction Number: 25-0198374. Filing fee of $250,000 paid (size of transaction fee tier).
HSR Premerger Notification Filed (Target)	April 2, 2025	Fielding McGrath LLP (Amara Osei) / VeloPay	Complete	VeloPay's HSR filing submitted simultaneously. Coordinated with Calderwood & Harkness to ensure consistency.
Initial 30-Day Waiting Period Expiration (Original)	May 2, 2025	N/A	Superseded by Second Request	Initial waiting period would have expired May 2, 2025 absent Second Request. Superseded when DOJ issued Second Request on May 8, 2025 (within original waiting period).
DOJ Second Request Issued	May 8, 2025	DOJ Antitrust Division	Complete	Second Request received from DOJ. Covers document production and interrogatory responses related to payments processing market, merchant acquiring, and digital wallet competition.
Second Request Response Strategy Memorandum Circulated	May 12, 2025	Howard Bellamy (Calderwood & Harkness)	Complete	Strategy memo re: document collection scope, custodian identification (12 custodians for HPE Fund IV, 18 for VeloPay), privilege review protocol, timing, and negotiation approach with DOJ staff. Distributed to Sandra Tung, Priya Deshmukh.
Document Collection and Review Commenced	May 14, 2025	Howard Bellamy / Derek Okonkwo / VeloPay	Complete	Custodian identification finalized for HPE Fund IV and VeloPay; rolling production to DOJ commenced. Approximately 285,000 documents collected; 142,000 responsive documents identified after review.
DOJ Staff Meeting — Preliminary Discussion	June 5, 2025	Howard Bellamy / Amara Osei	Complete	Meeting with DOJ staff to discuss market definition, competitive dynamics, and status of document production. Constructive dialogue; no indication of challenge.
Interrogatory Responses Submitted	June 20, 2025	Howard Bellamy / Derek Okonkwo (Calderwood & Harkness)	Complete	Final interrogatory responses submitted to DOJ, including economic analysis of competitive effects and market share data.
Substantial Compliance with Second Request Certified	June 27, 2025	Howard Bellamy (Calderwood & Harkness)	Complete	Certification of substantial compliance submitted to DOJ via cover letter. All responsive documents produced; interrogatory responses delivered. 50 days from Second Request issuance to compliance.
Post-Compliance 30-Day Waiting Period Commenced	June 27, 2025	N/A	Complete	30-day waiting period began running upon certification of substantial compliance. Expiration date: July 27, 2025 (but DOJ allowed period to expire early on July 15, 2025 by taking no further action).
HSR Waiting Period Expired — Clearance Obtained	July 15, 2025	N/A	CLEARED	Waiting period expired without further action by DOJ. HSR closing condition satisfied. No consent decree or conditions imposed. Total elapsed time from filing to clearance: 104 days. Days from Second Request to compliance: 50 days.

[sheet: Investment Canada Act]

Milestone	Date	Responsible Party	Status	Description / Notes
Canadian Counsel Engaged	March 25, 2025	Calderwood & Harkness / Canadian Counsel (Muldoon & Calloway LLP)	Complete	Engaged Canadian counsel to advise on ICA notification requirements for indirect acquisition of VeloPay Canada Inc., an Ontario corporation with approximately 45 employees and CAD $18M in annual revenue.
ICA Notification Drafted	April 18, 2025	Calderwood & Harkness / Canadian Counsel	Complete	Draft notification prepared; covers HPE Fund IV's indirect acquisition of VeloPay Canada Inc. through the reverse triangular merger of Merger Sub with and into VeloPay Systems, Inc. Transaction value below reviewable threshold for net benefit review; notification-only basis.
ICA Notification Reviewed and Finalized	April 28, 2025	Calderwood & Harkness / Canadian Counsel / Priya Deshmukh	Complete	Final review by HPE Fund IV principals; notification finalized for submission. Confirmed that transaction does not trigger national security review criteria.
ICA Notification Filed	May 1, 2025	Calderwood & Harkness / Canadian Counsel	Complete	Notification submitted to Innovation, Science and Economic Development Canada (ISED). Filing fee paid.
ICA Clearance Received	June 3, 2025	ISED Canada	CLEARED	ICA notification cleared. No further review or national security review triggered. Clearance letter received from ISED dated June 3, 2025. Closing condition satisfied. 33 days from filing to clearance.

[sheet: State MTL Detail]

Item No.	State	Regulator / Agency	License Held by VeloPay	Change of Control Filing Required	Filing Type	Application / Notice Filed Date	Approval / Acknowledgment Received Date	Status	Responsible Party	Notes
1	Alabama	Alabama Securities Commission	Yes	Yes	Approval	April 10, 2025	June 20, 2025	APPROVED	Megan Chu / Derek Okonkwo	Application for change of control submitted; approved without conditions.
2	Alaska	Alaska Division of Banking and Securities	Yes	Yes	Notification	April 10, 2025	April 28, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledgment received.
3	Arizona	Arizona Dept. of Insurance and Financial Institutions	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under AZ law.
4	Arkansas	Arkansas Securities Department	Yes	Yes	Notification	April 10, 2025	May 1, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledgment received.
5	California	California Dept. of Financial Protection and Innovation	Yes	Yes	Approval	April 14, 2025	July 1, 2025	APPROVED	Megan Chu / Derek Okonkwo	Application submitted; approved after supplemental information request on May 20, 2025.
6	Colorado	Colorado Division of Banking	Yes	Yes	Notification	April 10, 2025	May 5, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
7	Connecticut	Connecticut Dept. of Banking	Yes	Yes	Approval	April 14, 2025	June 25, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
8	Delaware	Delaware Office of the State Bank Commissioner	Yes	Yes	Notification	April 10, 2025	April 30, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
9	Florida	Florida Office of Financial Regulation	Yes	Yes	Approval	April 12, 2025	June 18, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
10	Georgia	Georgia Dept. of Banking and Finance	Yes	Yes	Approval	April 12, 2025	June 22, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
11	Hawaii	Hawaii Division of Financial Institutions	Yes	Yes	Notification	April 10, 2025	May 8, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
12	Idaho	Idaho Dept. of Finance	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under ID law.
13	Illinois	Illinois Dept. of Financial and Professional Regulation	Yes	Yes	Approval	April 15, 2025	July 10, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved.
14	Indiana	Indiana Dept. of Financial Institutions	Yes	Yes	Notification	April 10, 2025	May 2, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
15	Iowa	Iowa Division of Banking	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under IA law.
16	Kansas	Kansas Office of the State Bank Commissioner	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under KS law.
17	Kentucky	Kentucky Dept. of Financial Institutions	Yes	Yes	Notification	April 10, 2025	May 6, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
18	Louisiana	Louisiana Office of Financial Institutions	Yes	Yes	Approval	April 12, 2025	June 15, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
19	Maine	Maine Bureau of Consumer Credit Protection	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under ME law.
20	Maryland	Maryland Dept. of Labor — Commissioner of Financial Regulation	Yes	Yes	Approval	April 14, 2025	June 28, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
21	Massachusetts	Massachusetts Division of Banks	Yes	Yes	Approval	April 14, 2025	July 5, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved after supplemental biographical data submitted for HPE Fund IV principals.
22	Michigan	Michigan Dept. of Insurance and Financial Services	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under MI law.
23	Minnesota	Minnesota Dept. of Commerce	Yes	Yes	Notification	April 10, 2025	May 3, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
24	Mississippi	Mississippi Dept. of Banking and Consumer Finance	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under MS law.

25	Missouri	Missouri Division of Finance	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under MO law.
26	Montana	Montana Division of Banking and Financial Institutions	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under MT law.
27	Nebraska	Nebraska Dept. of Banking and Finance	Yes	Yes	Notification	April 10, 2025	May 5, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
28	Nevada	Nevada Financial Institutions Division	Yes	Yes	Approval	April 12, 2025	June 12, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
29	New Hampshire	New Hampshire Banking Dept.	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under NH law.
30	New Jersey	New Jersey Dept. of Banking and Insurance	Yes	Yes	Approval	April 14, 2025	July 8, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
31	New Mexico	New Mexico Financial Institutions Division	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under NM law.
32	New York	New York Dept. of Financial Services (NYDFS)	Yes	Yes	Approval	April 8, 2025	July 14, 2025	APPROVED	Megan Chu / Derek Okonkwo	Most complex state filing; required detailed biographical information on HPE Fund IV principals (Richard Harrowgate, Priya Deshmukh, Thomas Eriksen). Supplemental information submitted May 22, 2025. Approved.
33	North Carolina	North Carolina Commissioner of Banks	Yes	Yes	Approval	April 12, 2025	June 30, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
34	North Dakota	North Dakota Dept. of Financial Institutions	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under ND law.
35	Ohio	Ohio Division of Financial Institutions	Yes	Yes	Notification	April 10, 2025	May 4, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
36	Oklahoma	Oklahoma Dept. of Consumer Credit	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under OK law.
37	Oregon	Oregon Division of Financial Regulation	Yes	Yes	Notification	April 10, 2025	May 7, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
38	Pennsylvania	Pennsylvania Dept. of Banking and Securities	Yes	Yes	Approval	April 14, 2025	July 12, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
39	Rhode Island	Rhode Island Division of Banking	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under RI law.
40	South Carolina	South Carolina Board of Financial Institutions	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under SC law.
41	South Dakota	South Dakota Division of Banking	Yes	Yes	Notification	April 10, 2025	May 3, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
42	Tennessee	Tennessee Dept. of Financial Institutions	Yes	Yes	Notification	April 10, 2025	May 6, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification submitted; acknowledged.
43	Texas	Texas Dept. of Banking	Yes	Yes	Approval	April 12, 2025	June 30, 2025	APPROVED	Megan Chu / Derek Okonkwo	VeloPay HQ state. Approved without conditions.
44	Utah	Utah Dept. of Financial Institutions	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under UT law.
45	Vermont	Vermont Dept. of Financial Regulation	Yes	No	N/A	N/A	N/A	NOT REQUIRED	N/A	License held; no change-of-control filing required under VT law.
46	Virginia	Virginia Bureau of Financial Institutions	Yes	Yes	Approval	April 14, 2025	July 18, 2025	APPROVED	Megan Chu / Derek Okonkwo	Last state approval received. Approved without conditions. Closing condition fully satisfied upon receipt.
47	Washington	Washington Dept. of Financial Institutions	Yes	Yes	Approval	April 14, 2025	July 2, 2025	APPROVED	Megan Chu / Derek Okonkwo	Approved without conditions.
48	Washington, D.C.	D.C. Dept. of Insurance, Securities and Banking	Yes	Yes	Notification	April 10, 2025	May 2, 2025	ACKNOWLEDGED	Megan Chu / Derek Okonkwo	Notification acknowledged.

[sheet: Closing Condition Analysis]

Closing Condition Reference	Merger Agreement Section	Description	Regulatory Approval Required	Date Satisfied	Satisfied	Supporting Documentation	Notes
HSR Act Clearance	Section 7.01(b)	Expiration or early termination of the waiting period under the HSR Act	HSR Act — FTC / DOJ	July 15, 2025	Yes	HSR clearance confirmation; no consent decree or conditions	HSR Transaction No. 25-0198374. Second Request issued May 8, 2025; compliance certified June 27, 2025; waiting period expired July 15, 2025. No conditions imposed.
Investment Canada Act	Section 7.01(b)	Receipt of clearance under the Investment Canada Act for the indirect acquisition of VeloPay Canada Inc.	Investment Canada Act — ISED Canada	June 3, 2025	Yes	ICA clearance letter dated June 3, 2025	Notification filed May 1, 2025. No national security review triggered. Clearance received 33 days after filing.
State Money Transmitter Approvals	Section 7.01(c) / 7.02(d)	Receipt of all required change-of-control approvals or completion of notifications under state money transmitter licensing laws	31 State Regulators (see State MTL Detail tab)	July 18, 2025	Yes	Individual approval letters / acknowledgment receipts on file; see State MTL Detail tab	VeloPay holds licenses in 47 states + D.C.; 31 required change-of-control filings. All complete as of July 18, 2025. Virginia was last state to approve (July 18, 2025).
No Injunction / Restraining Order	Section 7.01(a)	No governmental order, injunction, or law preventing consummation of the merger	N/A — Negative condition	July 22, 2025	Yes	Officer's certificates; bring-down confirmation at closing	Confirmed at closing. No governmental action pending or threatened to restrain the merger.
OVERALL STATUS	Sections 7.01 / 7.02	All regulatory closing conditions must be satisfied for closing to proceed	All of the above	July 18, 2025	Yes	Regulatory closing certificate delivered at closing July 22, 2025	All 4 regulatory closing conditions satisfied. Earliest closing date based on regulatory approvals: July 18, 2025 (last state MTL approval). Actual closing: July 22, 2025.

[sheet: Key Contacts]

Name	Title / Role	Organization	Workstream	Email	Phone	Notes
Howard Bellamy	Specialist Partner, Antitrust & Competition	Calderwood & Harkness LLP	HSR / Antitrust	hbellamy@calderwoodharkness.com	(212) 555-0147	Lead on all HSR / antitrust matters; 787 Seventh Avenue, 38th Floor, New York, NY 10019
Sandra Tung	Responsible Partner, M&A	Calderwood & Harkness LLP	Overall Transaction Lead	stung@calderwoodharkness.com	(212) 555-0118	Responsible partner for all regulatory workstreams; 787 Seventh Avenue, 38th Floor, New York, NY 10019
Megan Chu	Lead Associate, M&A	Calderwood & Harkness LLP	State MTL / General	mchu@calderwoodharkness.com	(212) 555-0162	Lead on state money transmitter filings and master template; 787 Seventh Avenue, 38th Floor, New York, NY 10019
Derek Okonkwo	Working Associate, M&A	Calderwood & Harkness LLP	All Regulatory / Tracker Maintenance	dokonkwo@calderwoodharkness.com	(212) 555-0193	Maintains this tracker; supports all regulatory filings. Calderwood & Harkness Matter No. 1003-00003
Amara Osei	Lead Partner, Antitrust/Regulatory Counsel	Fielding McGrath LLP	HSR / Antitrust (Target side)	aosei@fieldingmcgrath.com	(202) 555-0231	Target's antitrust counsel; 1501 K Street NW, Suite 1200, Washington, D.C. 20005
Priya Deshmukh	Managing Partner, Fund IV	Harrowgate Capital Management IV LLC	Client Contact — Buyer	pdeshmukh@harrowgatecapital.com	(302) 555-0108	HPE Fund IV principal; 300 King Street, Suite 4200, Wilmington, DE 19801
Richard Harrowgate	Founder & Senior Managing Partner	Harrowgate Capital Management IV LLC	Client Contact — Buyer	rharrowgate@harrowgatecapital.com	(302) 555-0101	HPE Fund IV founder and senior principal; 300 King Street, Suite 4200, Wilmington, DE 19801
Danielle Moreau	General Counsel	VeloPay Systems, Inc.	Target In-House	dmoreau@velopay.com	(512) 555-0274	VeloPay GC; coordinates with Whitford Jessup & Crane; 1455 Innovation Parkway, Suite 800, Austin, TX 78759
Rebecca Thornton-Hayes	Lead Partner (Target Counsel)	Whitford Jessup & Crane LLP	Target Outside Counsel	rthorntonhayes@whitfordjessup.com	(512) 555-0341	Target's outside M&A counsel; 600 Congress Avenue, Suite 2400, Austin, TX 78701
Thomas Eriksen	Partner, Fund IV	Harrowgate Capital Management IV LLC	Client Contact — Buyer	teriksen@harrowgatecapital.com	(302) 555-0115	HPE Fund IV principal; provided biographical information for NYDFS and other state filings; 300 King Street, Suite 4200, Wilmington, DE 19801

[sheet: Summary Dashboard]
Approval Category | Filing / Approval Description | Regulatory Authority | Filing Date | Target Clearance Date | Actual Clearance Date | Status | Closing Condition | Notes
Federal Antitrust (HSR) | HSR Act Premerger Notification — Buyer's Form | FTC / DOJ Antitrust Division | April 2, 2025 | July 15, 2025 | July 15, 2025 | CLEARED — Waiting Period Expired | Yes | HSR Transaction No. 25-0198374. DOJ Second Request issued May 8, 2025; substantial compliance certified June 27, 2025; 30-day waiting period expired July 15, 2025. Howard Bellamy led antitrust workstream.
Federal Antitrust (HSR) | HSR Act Premerger Notification — Target's Form | FTC / DOJ Antitrust Division | April 2, 2025 | July 15, 2025 | July 15, 2025 | CLEARED — Waiting Period Expired | Yes | Filed simultaneously by VeloPay via Fielding McGrath LLP (Amara Osei). Same transaction number 25-0198374.
Federal Antitrust (HSR) | DOJ Second Request — Document Production & Interrogatory Responses | DOJ Antitrust Division | May 8, 2025 | June 30, 2025 | June 27, 2025 | CLEARED — Substantial Compliance Certified | Yes | Second Request issued May 8, 2025. Document collection and rolling production commenced May 14, 2025. Substantial compliance certified June 27, 2025. 50 days from issuance to compliance.
Foreign Investment | Investment Canada Act Notification | Innovation, Science and Economic Development Canada (ISED) | May 1, 2025 | June 15, 2025 | June 3, 2025 | CLEARED | Yes | Notification re: indirect acquisition of VeloPay Canada Inc. (Ontario corporation). Prepared by Calderwood & Harkness in coordination with Canadian counsel. Cleared ahead of schedule — 33 days from filing.
State Money Transmitter | Change-of-Control Approvals / Notifications — 31 States | Various State Regulators (see State MTL Detail tab) | Various (April 8–15, 2025) | July 18, 2025 | July 18, 2025 | ALL COMPLETE | Yes (aggregate) | VeloPay holds money transmitter licenses in 47 states + D.C.; 31 states require change-of-control approval or notification. All approvals obtained or notifications made by July 18, 2025. See State MTL Detail tab for state-by-state detail.
SUMMARY | ALL REGULATORY APPROVALS | — | — | — | July 18, 2025 (last approval) | ALL CLEARED (5 of 5) | ALL SATISFIED | All regulatory closing conditions satisfied as of July 18, 2025. Closing occurred July 22, 2025. Total items CLEARED: 5; PENDING: 0; AT RISK: 0.
[sheet: HSR Detail]
Milestone | Date | Responsible Party | Status | Description / Notes
HSR Filing Preparation Commenced | March 15, 2025 | Howard Bellamy / Derek Okonkwo (Calderwood & Harkness) | Complete | Market definition and competitive overlap analysis completed; filing strategy memorandum finalized. Identified relevant product markets (digital payments processing, peer-to-peer money transfer, merchant acquiring).
HSR Premerger Notification Filed (Buyer) | April 2, 2025 | Howard Bellamy / Derek Okonkwo (Calderwood & Harkness) | Complete | HPE Fund IV HSR filing submitted to FTC and DOJ. HSR Transaction Number: 25-0198374. Filing fee of $250,000 paid (size of transaction fee tier).
HSR Premerger Notification Filed (Target) | April 2, 2025 | Fielding McGrath LLP (Amara Osei) / VeloPay | Complete | VeloPay's HSR filing submitted simultaneously. Coordinated with Calderwood & Harkness to ensure consistency.
Initial 30-Day Waiting Period Expiration (Original) | May 2, 2025 | N/A | Superseded by Second Request | Initial waiting period would have expired May 2, 2025 absent Second Request. Superseded when DOJ issued Second Request on May 8, 2025 (within original waiting period).
DOJ Second Request Issued | May 8, 2025 | DOJ Antitrust Division | Complete | Second Request received from DOJ. Covers document production and interrogatory responses related to payments processing market, merchant acquiring, and digital wallet competition.
Second Request Response Strategy Memorandum Circulated | May 12, 2025 | Howard Bellamy (Calderwood & Harkness) | Complete | Strategy memo re: document collection scope, custodian identification (12 custodians for HPE Fund IV, 18 for VeloPay), privilege review protocol, timing, and negotiation approach with DOJ staff. Distributed to Sandra Tung, Priya Deshmukh.
Document Collection and Review Commenced | May 14, 2025 | Howard Bellamy / Derek Okonkwo / VeloPay | Complete | Custodian identification finalized for HPE Fund IV and VeloPay; rolling production to DOJ commenced. Approximately 285,000 documents collected; 142,000 responsive documents identified after review.
DOJ Staff Meeting — Preliminary Discussion | June 5, 2025 | Howard Bellamy / Amara Osei | Complete | Meeting with DOJ staff to discuss market definition, competitive dynamics, and status of document production. Constructive dialogue; no indication of challenge.
Interrogatory Responses Submitted | June 20, 2025 | Howard Bellamy / Derek Okonkwo (Calderwood & Harkness) | Complete | Final interrogatory responses submitted to DOJ, including economic analysis of competitive effects and market share data.
Substantial Compliance with Second Request Certified | June 27, 2025 | Howard Bellamy (Calderwood & Harkness) | Complete | Certification of substantial compliance submitted to DOJ via cover letter. All responsive documents produced; interrogatory responses delivered. 50 days from Second Request issuance to compliance.
Post-Compliance 30-Day Waiting Period Commenced | June 27, 2025 | N/A | Complete | 30-day waiting period began running upon certification of substantial compliance. Expiration date: July 27, 2025 (but DOJ allowed period to expire early on July 15, 2025 by taking no further action).
HSR Waiting Period Expired — Clearance Obtained | July 15, 2025 | N/A | CLEARED | Waiting period expired without further action by DOJ. HSR closing condition satisfied. No consent decree or conditions imposed. Total elapsed time from filing to clearance: 104 days. Days from Second Request to compliance: 50 days.
[sheet: Investment Canada Act]
Milestone | Date | Responsible Party | Status | Description / Notes
Canadian Counsel Engaged | March 25, 2025 | Calderwood & Harkness / Canadian Counsel (Muldoon & Calloway LLP) | Complete | Engaged Canadian counsel to advise on ICA notification requirements for indirect acquisition of VeloPay Canada Inc., an Ontario corporation with approximately 45 employees and CAD $18M in annual revenue.
ICA Notification Drafted | April 18, 2025 | Calderwood & Harkness / Canadian Counsel | Complete | Draft notification prepared; covers HPE Fund IV's indirect acquisition of VeloPay Canada Inc. through the reverse triangular merger of Merger Sub with and into VeloPay Systems, Inc. Transaction value below reviewable threshold for net benefit review; notification-only basis.
ICA Notification Reviewed and Finalized | April 28, 2025 | Calderwood & Harkness / Canadian Counsel / Priya Deshmukh | Complete | Final review by HPE Fund IV principals; notification finalized for submission. Confirmed that transaction does not trigger national security review criteria.
ICA Notification Filed | May 1, 2025 | Calderwood & Harkness / Canadian Counsel | Complete | Notification submitted to Innovation, Science and Economic Development Canada (ISED). Filing fee paid.
ICA Clearance Received | June 3, 2025 | ISED Canada | CLEARED | ICA notification cleared. No further review or national security review triggered. Clearance letter received from ISED dated June 3, 2025. Closing condition satisfied. 33 days from filing to clearance.
[sheet: State MTL Detail]
Item No. | State | Regulator / Agency | License Held by VeloPay | Change of Control Filing Required | Filing Type | Application / Notice Filed Date | Approval / Acknowledgment Received Date | Status | Responsible Party | Notes
1 | Alabama | Alabama Securities Commission | Yes | Yes | Approval | April 10, 2025 | June 20, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Application for change of control submitted; approved without conditions.
2 | Alaska | Alaska Division of Banking and Securities | Yes | Yes | Notification | April 10, 2025 | April 28, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledgment received.
3 | Arizona | Arizona Dept. of Insurance and Financial Institutions | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under AZ law.
4 | Arkansas | Arkansas Securities Department | Yes | Yes | Notification | April 10, 2025 | May 1, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledgment received.
5 | California | California Dept. of Financial Protection and Innovation | Yes | Yes | Approval | April 14, 2025 | July 1, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Application submitted; approved after supplemental information request on May 20, 2025.
6 | Colorado | Colorado Division of Banking | Yes | Yes | Notification | April 10, 2025 | May 5, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
7 | Connecticut | Connecticut Dept. of Banking | Yes | Yes | Approval | April 14, 2025 | June 25, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
8 | Delaware | Delaware Office of the State Bank Commissioner | Yes | Yes | Notification | April 10, 2025 | April 30, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
9 | Florida | Florida Office of Financial Regulation | Yes | Yes | Approval | April 12, 2025 | June 18, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
10 | Georgia | Georgia Dept. of Banking and Finance | Yes | Yes | Approval | April 12, 2025 | June 22, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
11 | Hawaii | Hawaii Division of Financial Institutions | Yes | Yes | Notification | April 10, 2025 | May 8, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
12 | Idaho | Idaho Dept. of Finance | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under ID law.
13 | Illinois | Illinois Dept. of Financial and Professional Regulation | Yes | Yes | Approval | April 15, 2025 | July 10, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved.
14 | Indiana | Indiana Dept. of Financial Institutions | Yes | Yes | Notification | April 10, 2025 | May 2, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
15 | Iowa | Iowa Division of Banking | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under IA law.
16 | Kansas | Kansas Office of the State Bank Commissioner | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under KS law.
17 | Kentucky | Kentucky Dept. of Financial Institutions | Yes | Yes | Notification | April 10, 2025 | May 6, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
18 | Louisiana | Louisiana Office of Financial Institutions | Yes | Yes | Approval | April 12, 2025 | June 15, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
19 | Maine | Maine Bureau of Consumer Credit Protection | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under ME law.
20 | Maryland | Maryland Dept. of Labor — Commissioner of Financial Regulation | Yes | Yes | Approval | April 14, 2025 | June 28, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
21 | Massachusetts | Massachusetts Division of Banks | Yes | Yes | Approval | April 14, 2025 | July 5, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved after supplemental biographical data submitted for HPE Fund IV principals.
22 | Michigan | Michigan Dept. of Insurance and Financial Services | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under MI law.
23 | Minnesota | Minnesota Dept. of Commerce | Yes | Yes | Notification | April 10, 2025 | May 3, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
24 | Mississippi | Mississippi Dept. of Banking and Consumer Finance | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under MS law.
25 | Missouri | Missouri Division of Finance | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under MO law.
26 | Montana | Montana Division of Banking and Financial Institutions | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under MT law.
27 | Nebraska | Nebraska Dept. of Banking and Finance | Yes | Yes | Notification | April 10, 2025 | May 5, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
28 | Nevada | Nevada Financial Institutions Division | Yes | Yes | Approval | April 12, 2025 | June 12, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
29 | New Hampshire | New Hampshire Banking Dept. | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under NH law.
30 | New Jersey | New Jersey Dept. of Banking and Insurance | Yes | Yes | Approval | April 14, 2025 | July 8, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
31 | New Mexico | New Mexico Financial Institutions Division | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under NM law.
32 | New York | New York Dept. of Financial Services (NYDFS) | Yes | Yes | Approval | April 8, 2025 | July 14, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Most complex state filing; required detailed biographical information on HPE Fund IV principals (Richard Harrowgate, Priya Deshmukh, Thomas Eriksen). Supplemental information submitted May 22, 2025. Approved.
33 | North Carolina | North Carolina Commissioner of Banks | Yes | Yes | Approval | April 12, 2025 | June 30, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
34 | North Dakota | North Dakota Dept. of Financial Institutions | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under ND law.
35 | Ohio | Ohio Division of Financial Institutions | Yes | Yes | Notification | April 10, 2025 | May 4, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
36 | Oklahoma | Oklahoma Dept. of Consumer Credit | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under OK law.
37 | Oregon | Oregon Division of Financial Regulation | Yes | Yes | Notification | April 10, 2025 | May 7, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
38 | Pennsylvania | Pennsylvania Dept. of Banking and Securities | Yes | Yes | Approval | April 14, 2025 | July 12, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
39 | Rhode Island | Rhode Island Division of Banking | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under RI law.
40 | South Carolina | South Carolina Board of Financial Institutions | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under SC law.
41 | South Dakota | South Dakota Division of Banking | Yes | Yes | Notification | April 10, 2025 | May 3, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
42 | Tennessee | Tennessee Dept. of Financial Institutions | Yes | Yes | Notification | April 10, 2025 | May 6, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification submitted; acknowledged.
43 | Texas | Texas Dept. of Banking | Yes | Yes | Approval | April 12, 2025 | June 30, 2025 | APPROVED | Megan Chu / Derek Okonkwo | VeloPay HQ state. Approved without conditions.
44 | Utah | Utah Dept. of Financial Institutions | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under UT law.
45 | Vermont | Vermont Dept. of Financial Regulation | Yes | No | N/A | N/A | N/A | NOT REQUIRED | N/A | License held; no change-of-control filing required under VT law.
46 | Virginia | Virginia Bureau of Financial Institutions | Yes | Yes | Approval | April 14, 2025 | July 18, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Last state approval received. Approved without conditions. Closing condition fully satisfied upon receipt.
47 | Washington | Washington Dept. of Financial Institutions | Yes | Yes | Approval | April 14, 2025 | July 2, 2025 | APPROVED | Megan Chu / Derek Okonkwo | Approved without conditions.
48 | Washington, D.C. | D.C. Dept. of Insurance, Securities and Banking | Yes | Yes | Notification | April 10, 2025 | May 2, 2025 | ACKNOWLEDGED | Megan Chu / Derek Okonkwo | Notification acknowledged.
[sheet: Closing Condition Analysis]
Closing Condition Reference | Merger Agreement Section | Description | Regulatory Approval Required | Date Satisfied | Satisfied | Supporting Documentation | Notes
HSR Act Clearance | Section 7.01(b) | Expiration or early termination of the waiting period under the HSR Act | HSR Act — FTC / DOJ | July 15, 2025 | Yes | HSR clearance confirmation; no consent decree or conditions | HSR Transaction No. 25-0198374. Second Request issued May 8, 2025; compliance certified June 27, 2025; waiting period expired July 15, 2025. No conditions imposed.
Investment Canada Act | Section 7.01(b) | Receipt of clearance under the Investment Canada Act for the indirect acquisition of VeloPay Canada Inc. | Investment Canada Act — ISED Canada | June 3, 2025 | Yes | ICA clearance letter dated June 3, 2025 | Notification filed May 1, 2025. No national security review triggered. Clearance received 33 days after filing.
State Money Transmitter Approvals | Section 7.01(c) / 7.02(d) | Receipt of all required change-of-control approvals or completion of notifications under state money transmitter licensing laws | 31 State Regulators (see State MTL Detail tab) | July 18, 2025 | Yes | Individual approval letters / acknowledgment receipts on file; see State MTL Detail tab | VeloPay holds licenses in 47 states + D.C.; 31 required change-of-control filings. All complete as of July 18, 2025. Virginia was last state to approve (July 18, 2025).
No Injunction / Restraining Order | Section 7.01(a) | No governmental order, injunction, or law preventing consummation of the merger | N/A — Negative condition | July 22, 2025 | Yes | Officer's certificates; bring-down confirmation at closing | Confirmed at closing. No governmental action pending or threatened to restrain the merger.
OVERALL STATUS | Sections 7.01 / 7.02 | All regulatory closing conditions must be satisfied for closing to proceed | All of the above | July 18, 2025 | Yes | Regulatory closing certificate delivered at closing July 22, 2025 | All 4 regulatory closing conditions satisfied. Earliest closing date based on regulatory approvals: July 18, 2025 (last state MTL approval). Actual closing: July 22, 2025.
[sheet: Key Contacts]
Name | Title / Role | Organization | Workstream | Email | Phone | Notes
Howard Bellamy | Specialist Partner, Antitrust & Competition | Calderwood & Harkness LLP | HSR / Antitrust | hbellamy@calderwoodharkness.com | (212) 555-0147 | Lead on all HSR / antitrust matters; 787 Seventh Avenue, 38th Floor, New York, NY 10019
Sandra Tung | Responsible Partner, M&A | Calderwood & Harkness LLP | Overall Transaction Lead | stung@calderwoodharkness.com | (212) 555-0118 | Responsible partner for all regulatory workstreams; 787 Seventh Avenue, 38th Floor, New York, NY 10019
Megan Chu | Lead Associate, M&A | Calderwood & Harkness LLP | State MTL / General | mchu@calderwoodharkness.com | (212) 555-0162 | Lead on state money transmitter filings and master template; 787 Seventh Avenue, 38th Floor, New York, NY 10019
Derek Okonkwo | Working Associate, M&A | Calderwood & Harkness LLP | All Regulatory / Tracker Maintenance | dokonkwo@calderwoodharkness.com | (212) 555-0193 | Maintains this tracker; supports all regulatory filings. Calderwood & Harkness Matter No. 1003-00003
Amara Osei | Lead Partner, Antitrust/Regulatory Counsel | Fielding McGrath LLP | HSR / Antitrust (Target side) | aosei@fieldingmcgrath.com | (202) 555-0231 | Target's antitrust counsel; 1501 K Street NW, Suite 1200, Washington, D.C. 20005
Priya Deshmukh | Managing Partner, Fund IV | Harrowgate Capital Management IV LLC | Client Contact — Buyer | pdeshmukh@harrowgatecapital.com | (302) 555-0108 | HPE Fund IV principal; 300 King Street, Suite 4200, Wilmington, DE 19801
Richard Harrowgate | Founder & Senior Managing Partner | Harrowgate Capital Management IV LLC | Client Contact — Buyer | rharrowgate@harrowgatecapital.com | (302) 555-0101 | HPE Fund IV founder and senior principal; 300 King Street, Suite 4200, Wilmington, DE 19801
Danielle Moreau | General Counsel | VeloPay Systems, Inc. | Target In-House | dmoreau@velopay.com | (512) 555-0274 | VeloPay GC; coordinates with Whitford Jessup & Crane; 1455 Innovation Parkway, Suite 800, Austin, TX 78759
Rebecca Thornton-Hayes | Lead Partner (Target Counsel) | Whitford Jessup & Crane LLP | Target Outside Counsel | rthorntonhayes@whitfordjessup.com | (512) 555-0341 | Target's outside M&A counsel; 600 Congress Avenue, Suite 2400, Austin, TX 78701
Thomas Eriksen | Partner, Fund IV | Harrowgate Capital Management IV LLC | Client Contact — Buyer | teriksen@harrowgatecapital.com | (302) 555-0115 | HPE Fund IV principal; provided biographical information for NYDFS and other state filings; 300 King Street, Suite 4200, Wilmington, DE 19801

[sheet: Summary Dashboard]

Record

Parties

Dates

Amounts