Global-e Online Ltd "Capability-enhancing acquisition of Passport Global" (Buy)

Research evidence excerpt

Global-e Online Ltd "Capability-enhancing acquisition of Passport Global" (Buy)

Passport is being acquired at >3.5x 2026E revenue, near Global-e current valuation at

~3.5x revenue. Assuming de minimis EBITDA from Passport for FY2026, the acquisition

will be ~1 turn dilutive on an EV/EBITDA basis although Global-e's current market

valuation of ~14x 2026E EBITDA (<0.5x multiple-to-growth) is depressed in our view.

Given the business mix is heavily weighted toward logistics and fulfillment, GMV and

take rate are less relevant metrics, with management instead suggesting that investors

focus on revenue, gross margin, and EBITDA contribution going forward. Passport's

revenue is heavily weighted to the Fulfillment Services side (while also having a Service

Fees-like revenue stream), and gross margins are expected to be in the low- to mid-30%

range, above Global-e's Fulfillment Services gross margin of ~22% in 2025 but below

the total company Non-GAAP gross margin in the high-40s%. Further, Global-e sees

potential for Passport's margins to improve over time driven by scale benefits and

operational synergies. The deal also includes an earnout component tied to 2026

performance, aligning incentives around both revenue growth and profitability.

Non-MoR opportunity: While the transaction introduces a non-MoR capability,

management emphasized that this was not the primary driver of the deal. Instead,

management sees the non-MoR offering as an incremental extension of the platform

that broadens Global-e’s addressable merchant base, particularly across Shopify and

smaller/mid-market clients. The standalone non-MoR opportunity is relatively modest,

which management suggests could amount to a few hundred million dollars in total

over time, rather than a large GMV-driven business.