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Business Combinations
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations

The Company acquired indie Switzerland in September 2023, Kinetic in January 2024, and emotion3D in September 2025. These acquisitions were recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for emotion3D and the final allocation of the purchase consideration to the assets acquired and liabilities assumed for indie Switzerland and Kinetic as of December 31, 2025:

 

 

 

emotion3D GmbH

 

 

Kinetic

 

 

indie Switzerland

 

 

Purchase price — cash consideration paid

 

$

16,621

 

 

$

3,200

 

 

$

—

 

 

Purchase price — cash consideration accrued

 

 

2,970

 

 

 

1,300

 

 

—

 

 

Debt paid at closing

 

 

2,002

 

 

 

—

 

 

 

—

 

 

Less: cash acquired

 

 

(950

)

 

—

 

 

 

(3,439

)

 

Net cash consideration

 

$

20,643

 

 

$

4,500

 

 

$

(3,439

)

 

 

 

 

 

 

 

 

 

 

 

 

Purchase price — equity consideration issued (common stock)

 

$

—

 

 

$

—

 

 

$

42,791

 

 

Purchase price — equity consideration issuable (common stock)

 

—

 

 

—

 

 

 

2,500

 

 

Total equity consideration

 

$

—

 

 

$

—

 

 

$

45,291

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

 

7,287

 

 

 

4,599

 

 

 

9,755

 

 

Net consideration

 

$

27,930

 

 

$

9,099

 

 

$

51,607

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated fair value of net assets and liabilities assumed:

 

 

 

 

 

 

 

 

 

 

Current assets other than cash

 

$

2,220

 

 

$

5,306

 

 

$

4,531

 

 

Property and equipment

 

 

120

 

 

 

950

 

 

 

1,253

 

 

Developed technology

 

 

7,877

 

 

 

250

 

 

 

23,100

 

 

In-process research & development

 

 

511

 

 

 

1,250

 

 

 

7,600

 

 

Customer relationships

 

 

3,954

 

 

 

160

 

 

 

6,870

 

 

Backlog

 

 

400

 

 

 

170

 

 

 

1,220

 

 

Trade name

 

 

599

 

 

 

15

 

 

 

4,300

 

 

Other non-current assets

 

 

73

 

 

 

729

 

 

—

 

 

Current liabilities

 

 

(1,145

)

 

 

(753

)

 

 

(3,541

)

 

Deferred revenue

 

 

—

 

 

—

 

 

—

 

 

Deferred tax liabilities, non-current

 

 

(3,073

)

 

—

 

 

 

(8,660

)

 

Other non-current liabilities

 

 

—

 

 

 

(217

)

 

—

 

 

Total fair value of net assets acquired

 

$

11,536

 

 

$

7,860

 

 

$

36,673

 

 

Goodwill

 

$

16,394

 

 

$

1,239

 

 

$

14,934

 

 

 

For all acquisitions, trade receivables and payables, as well as other current and non-current assets and liabilities and deferred revenue, were valued at the existing carrying value as they represented the fair value of those items at the acquisition date, based on management’s judgments and estimates.

 

Acquisition of emotion3D

On September 26, 2025, Ay Dee Kay Ltd. completed its acquisition of emotion3D. The acquisition was consummated pursuant to the SPA whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17,673 in cash (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with total preliminary fair value of $7,287 at closing, payable in cash or shares of Class A common stock at indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $2,970 subject to final release 24 months from the emotion3D Closing Date. The purchase price is

subject to working capital and other adjustments as provided in the Share Purchase Agreement.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired. This acquisition brings the Company an engineering development team with broad experience in development of advanced perception algorithms and software for in-cabin sensing, ADAS and automated driving. The goodwill is expected to be deductible for tax purposes.

indie incurred various acquisition-related costs, which were primarily legal expense, and recorded these as part of the Selling, General and Administrative expenses. Total costs incurred are $232 for the twelve months ended December 31, 2025.

The Company maintains certain holdbacks for a total of $2,970 subject to final release 24 months from the Deal Closing Date. The aggregate holdbacks balance consisted of (i) an initial fixed purchase price holdback of $250 (the "Holdback Amount (PP)"), payable in cash and due 20 business days after both parties have agreed on the final closing accounts within 30 business days after the emotion3D Closing Date; (ii) a subsidies holdback of $720 (the "Holdback Amount (Subsidies)"), payable in cash on December 31, 2025; and (iii) an indemnity holdback of $2,000 ("Holdback Amount (Indemnity)"), payable in cash with 50% due 12 months from the emotion3D Closing Date and the remainder 24 months from the emotion3D Closing Date. In December 2025, the Company settled the Holdback Amount (PP) with a credit of $102 paid to the Company and through the issuance $148 in cash, respectively. In January 2026, the Company settled the Holdback Amount (Subsidies) with a cash payment of $720. All holdbacks are maintained for the purpose of providing security against any adjustment to the amounts at closing. All of the remaining holdback balances, with the exception of 50% of the Holdback Amount (Indemnity) of $1,000 reflected in Other long-term liabilities, are reflected in Accrued expenses and other current liabilities in the consolidated balance sheet as of December 31, 2025.

Total purchase consideration transferred at the emotion3D Closing Date also included contingent considerations that had a total preliminary fair value of $7,287 as of the acquisition date. The preliminary acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of up to three tranches and all are payable in cash or Class A common stock, at indie’s sole election. The first tranche of earnout pays up to a maximum of $4,000, upon achievement of total revenue target of EUR 3,650 (or $4,163) for the full year ended December 31, 2025, provided only a maximum total of EUR 2,100 can be counted towards the milestone between January 1, 2025 and the Deal Closing Date (the "First Earnout"). The second tranche of earnout pays up to a maximum of $6,000, upon achievement of a revenue target of $6,300 between January 1, 2026 through February 28, 2027 (the "Second Earnout"). In the case where the First Earnout is not achieved in full and emotion3D achieves total revenue in excess of $8,400 within the same period as relevant for the Second Earnout, emotion3D is entitled to a third tranche of earnout that pays up to a maximum of $1,250, upon achievement of a revenue target equal to $8,400 plus the corresponding revenue shortfall from the First Earnout (the "Third Earnout"). The corresponding revenue shortfall from the First Earnout is calculated by actual revenue achieved during the First Earnout measurement period and a ceiling of $4,163. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. As the potential payment of the Third Earnout is dependent upon the shortfall in the First Earnout and the over-achievement in the Second Earnout, the preliminary fair value of the Third Earnout has been considered as part of the First Earnout. The First Earnout is reflected in Contingent considerations and the Second Earnout is reflected in Other long-term liabilities in the consolidated balance sheet as of December 31, 2025.

Pro forma financial information for emotion3D is not disclosed as the results are not material to the Company’s consolidated financial statements.

 

Acquisition of Kinetic

On January 25, 2024 (the “Kinetic Closing Date”), indie and ADK LLC completed its acquisition of Kinetic. The acquisition was consummated pursuant to an executed APA to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle OEM. The closing consideration consisted of (i) $3,200 in cash as the Initial Cash Consideration, net of an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) the Production Earnout with fair value of $2,348, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Kinetic Closing Date, and (iii) the Revenue Earnout

with fair value of $2,251, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after the Kinetic Closing Date. The purchase price is subject to working capital and other adjustments as provided in the APA. The indemnity holdback amount was payable within five business days after the 18-month anniversary of the Kinetic Closing Date and is payable in shares of Class A common stock.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition brings the Company a new family of smart connectivity solutions that enable high-speed networking of displays and controllers throughout the vehicle, which already generated interest from OEMs. The goodwill is expected to be deductible for tax purposes.

indie incurred various acquisition-related costs, which were primarily legal expense, and recorded these as part of the Selling, General and Administrative expenses. Total costs incurred are $352 for the twelve months ended December 31, 2024.

The Company maintained an adjustment holdback and an indemnity holdback for the purpose of providing security against any adjustment to the amounts at closing. The adjustment holdback of $500 and the indemnity holdback of $800 were both released through a cash settlement in July 2024 and August 2025, respectively.

Total purchase consideration transferred at the Kinetic Closing Date also included contingent consideration that had a total fair value of $4,599 as of the acquisition date. The acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches and both are payable in cash or Class A common stock, at indie’s election. The Production Earnout pays up to a maximum of $3,000, upon fulfillment of certain production volume of a predetermined product within 24-month period ending on January 24, 2026. The Revenue Earnout paid up to a maximum of $2,500 upon the achievement of a minimum revenue threshold of $12,000 for the 12-month period ended on January 24, 2025. The fair value of any outstanding contingent consideration liabilities was remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. In April 2025, the Company settled the Revenue Earnout through the issuance of $2,500 in cash. In December 2025, it was determined that the second tranche of the contingent consideration would not be met and the fair value was reduced to zero. There was no liability remaining on the consolidated balance sheet on December 31, 2025. The changes in fair value since the acquisition date were recorded in Other income (expense), net in the consolidated statement of operations.

Pro forma financial information for Kinetic is not disclosed as the results are not material to the Company’s consolidated financial statements.

As of December 31, 2024, the Company finalized the opening net assets acquired and goodwill as follows:

 

 

 

Preliminary
Valuation

 

 

Adjustment

 

 

Final Valuation

 

Inventory

 

 

4,444

 

 

 

(734

)

 

 

3,710

 

Property and equipment

 

 

962

 

 

 

(12

)

 

 

950

 

Developed technology

 

 

455

 

 

 

(205

)

 

 

250

 

In-progress research & development

 

 

750

 

 

 

500

 

 

 

1,250

 

Customer relationships

 

 

250

 

 

 

(90

)

 

 

160

 

Backlog

 

 

19

 

 

 

151

 

 

 

170

 

Trade name

 

 

97

 

 

 

(82

)

 

 

15

 

Goodwill

 

 

767

 

 

 

472

 

 

 

1,239

 

 

Changes in fair value of inventory, property and equipment were a result of gathering additional information during the measurement period. The Company also revised the initial values of intangible assets as a result of switching from utilizing publicly available benchmarking information to determine the fair value of the intangible assets to primarily utilizing an income method based on forecasts of expected future cash flows.

Developed technology relates to the high-speed data connectivity technology, which can be applied to various automotive usage and immediately expands indie’s automotive user experience product and technology. Developed technologies was valued using relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar technologies and was further adjusted to reflect the maintenance R&D expenses associated with sustaining the technology. The economic useful life was determined to be two years based on the remaining technology cycle related to each developed technology, as well as the cash flows over the forecast period.

Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of Kinetic. The fair value was determined by applying the excess earnings method of the income approach. The economic useful life was determined to be ten years.

Backlog relates to various purchase orders in place with Kinetic’ customers at the time of the acquisition. The fair value was determined by applying the excess earnings method of the income approach. The economic useful life was determined to be two years.

Trade name relates to the “Kinetic” trade name. The fair value was determined by applying the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar brand names. The economic useful life was determined to be three years.

The fair value of IPR&D was determined using the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar technologies and was further adjusted to reflect the maintenance R&D expenses associated with sustaining the technology.

Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporated estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. Because the estimates and assumptions made by management at the time of the acquisitions are unobservable and significant to the overall fair value measurement of these acquired identifiable intangible assets, the corresponding fair values are classified as Level 3 fair value hierarchy measurements.

Acquisition of indie Switzerland

On September 18, 2023, Ay Dee Kay Ltd. completed its acquisition of indie Switzerland, pursuant to that Share Sale and Purchase Agreement by and among Ay Dee Kay Ltd., the Company and all of the stockholders of indie Switzerland, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of indie Switzerland. The closing consideration consisted of (i) approximately 6,613,786 shares of Class A common stock of the Company, with a fair value of $42,791; (ii) a contingent consideration with fair value of $9,755 at closing, payable in cash or Class A common stock, subject to indie Switzerland's achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2,500 subject to final release 12 months from the acquisition date payable in shares of Class A common stock. The purchase price is subject to working capital and other adjustments as provided in the Share Sale and Purchase Agreement.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition immediately expands the Company’s ADAS and User Experience product and technology offering to its global Tier 1 and automotive OEM customer base. Specifically, indie can now leverage indie Switzerland's technology portfolio to extend its FMCW LiDAR portfolio. The goodwill is not expected to be deductible for tax purposes.

The Company incurred various acquisition-related costs, which were primarily legal expenses and recorded as part of the Selling, General and Administrative expenses. Total costs incurred were $384 and $621 for the years ended December 31, 2024 and 2023, respectively.

The Company maintained an adjustment holdback for the purpose of providing security against any adjustment to the amounts at closing. The holdback period extended for 12 months from the closing date and was paid in shares of Class A common stock. On September 27, 2024, the adjustment holdback was settled and 610,975 shares of Class A common stock were issued with a final fair value of $2,548. Accordingly, the fair value of the adjustment holdback liability was reduced to zero as of December 31, 2024 and a loss of $48 was recorded in Other income (expense), net for the year ended December 31, 2024 in the consolidated statement of operations.

Total purchase consideration transferred at closing also included contingent consideration that had a fair value of $9,755 as of the acquisition date. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller through the Monte Carlo simulation. The contingent consideration is comprised of two tranches, with maximum payout up to $13,500 and $6,500, respectively, both subject to indie Switzerland achieving certain revenue targets. Both tranches are payable in cash or Class A common stock, at indie’s election, up to a maximum of $20,000, upon the achievement of a revenue threshold of $19,000 for the 12-month period ended on September 30, 2024 and the achievement of a revenue threshold of $21,000 for the 12-month period ending on September 30, 2025, respectively. The fair value of any outstanding contingent consideration liabilities are remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the consolidated statement of operations. In November 2024, the Company settled the first tranche through the issuance of 2,845,243 shares of Class A common stock with a fair value of $9,930 at the time of issuance, and a cash payment of $2,536. In September 2025, it was determined that the second tranche of the contingent consideration was not met and the fair value was reduced to zero. There was no liability remaining on the consolidated balance sheet as of December 31, 2025. The changes in fair value since the acquisition date were recorded in Other income (expense), net in the consolidated statement of operations.

As of September 30, 2024, the Company finalized the opening net assets acquired and goodwill as follows:

 

 

 

Preliminary
Valuation

 

 

Adjustment

 

 

Final Valuation

 

Purchase price — contingent considerations

 

$

13,225

 

 

$

(3,470

)

 

$

9,755

 

 

 

 

 

 

 

 

 

 

 

Inventory

 

 

1,934

 

 

 

123

 

 

 

2,057

 

Property and equipment

 

 

1,001

 

 

 

252

 

 

 

1,253

 

Developed technology

 

 

7,968

 

 

 

15,132

 

 

 

23,100

 

In-progress research & development

 

 

7,968

 

 

 

(368

)

 

 

7,600

 

Customer relationships

 

 

5,312

 

 

 

1,558

 

 

 

6,870

 

Backlog

 

 

664

 

 

 

556

 

 

 

1,220

 

Trade name

 

 

3,984

 

 

 

316

 

 

 

4,300

 

Deferred tax liabilities, non-current

 

 

(5,330

)

 

 

(3,330

)

 

 

(8,660

)

Operating lease right-of-use assets step-up

 

 

664

 

 

 

(664

)

 

—

 

Goodwill

 

 

31,979

 

 

 

(17,045

)

 

 

14,934

 

 

Change in the contingent considerations was driven by updating the valuation methodology from probability-weighted method to Monte Carlo Simulations analysis. The Company initially used the probability-weighted method to determine the fair value of the equity-based earn out as certain information was not available to conduct the Monte Carlo Simulations analysis.

Changes in fair value of inventory, property and equipment, operating lease right-of-use assets step-up and deferred tax liabilities were a result of gathering additional information during the measurement period. The Company also revised the initial values of intangible assets as a result of switching from utilizing publicly available benchmarking information to determine the fair value of the intangible assets to primarily utilizing an income method based on forecasts of expected future cash flows. As a result, the Company recorded an adjustment to increase the amortization of intangible assets of $554 in the consolidated statement of operations during the year ended December 31, 2024 that would have been recorded during the year ended December 31, 2023 if the adjustment to the intangible assets had been recognized as of the date of the acquisition.

Developed technology relates to near-infrared super-luminescent diodes (“SLEDs”), which can be used in Fiber-Optic Gyroscopes (“FOG”) for aerospace and defense navigation systems and sensors for fiber-optic sensing applications. indie Switzerland's existing SLEDs technology is complementary to indie Canada’s fiber-optic technology and immediately expands indie’s ADAS and user experience product and technology. Developed technology was valued using relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar technologies and was further adjusted to reflect the maintenance R&D expenses associated with sustaining the technology. The economic useful life was determined to be ten years based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of indie Switzerland. The fair value was determined by applying the excess earnings method of the income approach. The economic useful life was determined to be seven years.

Backlog relates to various purchase orders in place with indie Switzerland's customers at the time of the acquisition. The fair value was determined by applying the excess earnings method of the income approach. The economic useful life was determined to be two years.

Trade name relates to the “indie Switzerland” trade name. The fair value was determined by applying the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar brand names. The economic useful life was determined to be seven years.

The fair value of IPR&D was determined using the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar technologies and was further adjusted to reflect the maintenance R&D expenses associated with sustaining the technology.

Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporated estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. Because the estimates and assumptions made by management at the time of the acquisitions are unobservable and significant to the overall fair value measurement of these acquired identifiable intangible assets, the corresponding fair values are classified as Level 3 fair value hierarchy measurements.

Pro forma financial information for indie Switzerland is not disclosed as the results are not material to the Company’s consolidated financial statements.