BUSINESS COMBINATIONS (Tables)
|
12 Months Ended |
Dec. 31, 2024 |
| Envoy Technologies, Inc. [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| | |
Purchase Price Allocation | |
| Purchase Consideration: | |
| | |
| Cash | |
$ | 6,000 | |
| Deferred cash consideration | |
| 6,782 | |
| Common stock | |
| 18,118 | |
| | |
| | |
| Total Purchase Consideration | |
$ | 30,900 | |
| | |
| | |
| Less: | |
| | |
| Trade name | |
$ | 166 | |
| Customer relationships | |
| 1,925 | |
| Internally developed technology | |
| 175 | |
| Non-compete agreements | |
| 11 | |
| Property and equipment | |
| 1,802 | |
| Other assets | |
| 52 | |
| Notes payable- non current portion | |
| (24 | ) |
| Lease liability- non current portion | |
| (1,730 | ) |
| Debt-free net working capital deficit | |
| (1,595 | ) |
| | |
| | |
| Fair Value of Identified Net Assets | |
$ | 782 | |
| | |
| | |
| Remaining Unidentified Goodwill Value | |
$ | 30,118 | |
The
components of debt free net working capital deficit are as follows:
| |
|
Purchase Price Allocation | |
| Current assets: |
|
| | |
| Cash |
|
$ | 19 | |
| Accounts receivable |
|
| 391 | |
| Prepaid expenses and other current assets |
|
| 254 | |
| |
|
| | |
| Total current assets |
|
$ | 664 | |
| |
|
| | |
| Less current liabilities: |
|
| | |
| Accounts payable |
|
$ | 853 | |
| Current portion of lease liability |
|
| 591 | |
| Current portion of notes payable |
|
| 7 | |
| Deferred revenue |
|
| 229 | |
| Accrued expenses and other current liabilities |
|
| 579 | |
| |
|
| | |
| Total current liabilities |
|
$ | 2,259 | |
| |
|
| | |
| Net working capital deficit |
|
$ | (1,595 | ) |
|
| SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS |
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS
| | |
2023 | | |
2022 | |
| | |
For the Years Ended December 31, | |
| | |
2023 | | |
2022 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Revenues | |
$ | 140,765 | | |
$ | 64,509 | |
| Net loss | |
$ | (204,949 | ) | |
$ | (96,358 | ) |
|
| Sema Connect, Inc [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
The
following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| | |
| |
| | |
Purchase Price Allocation | |
| Purchase Consideration: | |
| | |
| Cash | |
$ | 46,136 | |
| Deferred cash consideration | |
| 40,600 | |
| Common stock | |
| 113,837 | |
| | |
| | |
| Total Purchase Consideration | |
$ | 200,573 | |
| | |
| | |
| Less: | |
| | |
| Trade name | |
$ | 1,831 | |
| Customer relationships | |
| 15,055 | |
| Internally developed technology | |
| 3,607 | |
| Non-compete agreements | |
| 241 | |
| Property and equipment | |
| 614 | |
| Right of use asset | |
| 1,092 | |
| Other assets | |
| 449 | |
| Deferred revenue- non current portion | |
| (702 | ) |
| Lease liability- non current portion | |
| (611 | ) |
| Debt-free net working capital | |
| 4,558 | |
| | |
| | |
| Fair Value of Identified Net Assets | |
$ | 26,134 | |
| | |
| | |
| Remaining Unidentified Goodwill Value | |
$ | 174,439 | |
The
components of debt free net working capital are as follows:
| Current assets: | |
| | |
| Cash | |
$ | 3,753 | |
| Restricted cash | |
| 8,103 | |
| Accounts receivable | |
| 5,515 | |
| Inventory | |
| 5,472 | |
| Prepaid expenses and other current assets | |
| 1,309 | |
| | |
| | |
| Total current assets | |
$ | 24,152 | |
| | |
| | |
| Less current liabilities: | |
| | |
| Accounts payable | |
$ | 2,305 | |
| Merger consideration payable | |
| 8,103 | |
| Current portion of lease liability | |
| 481 | |
| Current portion of notes payable | |
| 186 | |
| Deferred revenue | |
| 2,677 | |
| Accrued expenses and other current liabilities | |
| 5,842 | |
| | |
| | |
| Total current liabilities | |
$ | 19,594 | |
| | |
| | |
| Debt free net working capital | |
$ | 4,558 | |
|
| SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS |
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS
| | |
2022 | |
| | |
For the Year Ended |
| | |
December 31, 2022 | |
| | |
(Unaudited) | |
| Revenues | |
$ | 70,078 | |
| Net loss | |
$ | (102,444 | ) |
|
| Blue Corner NV [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
The
following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
| | |
| | |
| Purchase Consideration: | |
| | |
| Cash | |
$ | 12,651 | |
| Common stock | |
| 2,852 | |
| Contingent consideration | |
| 3,814 | |
| | |
| | |
| Total Purchase Consideration | |
$ | 19,317 | |
| | |
| | |
| Less: | |
| | |
| Trade name | |
$ | 500 | |
| Customer relationships | |
| 4,856 | |
| Internally developed technology | |
| 515 | |
| Non-compete agreements | |
| 1,992 | |
| Property and equipment | |
| 4,325 | |
| Deferred revenue- non current portion | |
| (2,689 | ) |
| Debt-free net working capital deficit | |
| (625 | ) |
| | |
| | |
| Fair Value of Identified Net Assets | |
$ | 8,874 | |
| | |
| | |
| Remaining Unidentified Goodwill Value | |
$ | 10,443 | |
The
components of debt free net working capital are as follows:
| Current assets: | |
| | |
| Cash | |
$ | 1,291 | |
| Accounts receivable | |
| 1,618 | |
| Prepaid expenses and other current assets | |
| 508 | |
| | |
| | |
| Total current assets | |
$ | 3,417 | |
| | |
| | |
| Less current liabilities: | |
| | |
| Accounts payable | |
$ | 647 | |
| Current portion of lease liabilities | |
| 22 | |
| Current portion of notes payable | |
| 611 | |
| Accrued expenses and other current liabilities | |
| 2,762 | |
| | |
| | |
| Total current liabilities | |
$ | 4,042 | |
| | |
| | |
| Debt free net working capital deficit | |
$ | (625 | ) |
|
| SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS |
SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS
| | |
2022 | |
| | |
For the Year Ended |
| | |
December 31, 2022 | |
| | |
(Unaudited) | |
| Revenues | |
$ | 62,002 | |
| Net loss | |
$ | (92,705 | ) |
|