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v3.23.1

ACQUISITIONS | 3 Months Ended
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Mar. 31, 2023
Credit Loss [Abstract] |
ACQUISITIONS | 3. ACQUISITIONS Effective October 1, 2022, the Company acquired 100% of the issued and outstanding membership interests of Forever 8. Pursuant to the Purchase Agreement, the Sellers received consideration consisting of (i) an aggregate of 215,000 non-voting preferred membership units of Forever 8 (the “Initial Base Preferred Units”), subject to adjustments discussed below, (ii) convertible promissory notes in an aggregate principal amount of $27.5 million (the “Promissory Notes”), and (iii) the right to receive potential earnout amounts as discussed below. The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Forever 8 Fund, LLC: SCHEDULE OF PRELIMINARY PURCHASE PRICE CONSIDERATION PAID
|  | October 1, |
|  | 2022 |
215,000 non-voting preferred membership units of Forever 8 |  | $ | 7,300,000 |
Convertible promissory notes in an aggregate principal amount of $27.5 million |  |  | 24,500,000 |
Contingent consideration |  |  | 6,100,000 |
Total purchase price |  | $ | 37,900,000 |
The Company believes that this combination will further strengthen its future growth opportunities. The Company accounted for this acquisition as a business combination under the acquisition method of accounting. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
|  | October 1, |
|  | 2022 |
Cash and cash equivalents |  | $ | 732,716 |
Accounts receivable, net |  |  | 561,569 |
Inventories |  |  | 7,464,823 |
Prepaid expenses and other assets |  |  | 116,857 |
Property and equipment |  |  | 2,146 |
Intangible assets |  |  | 19,000,000 |
Goodwill |  |  | 22,324,588 |
Total assets acquired |  |  | 50,202,699 |
Accounts payable and accrued expenses |  |  | 10,452,699 |
Debt |  |  | 1,850,000 |
Earnout |  |  | - |
Total liabilities assumed |  |  | 12,302,699 |
Total |  | $ | 37,900,000 |
The Company anticipates the goodwill will be tax deductible.

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