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BUSINESS COMBINATION

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

BUSINESS COMBINATION

NOTE 6: BUSINESS COMBINATION

Metagramm Acquisition:

On July 31, 2024, the Company entered into a securities exchange agreement with Metagramm pursuant to which the Company agreed to issue to Metagramm 9.99% of its issued and outstanding share capital in exchange for 19.99% of Metagramm’s issued and outstanding share capital (the “2024 SEA”).

On March 24, 2025 (the “Closing Date”), the Company entered into a new securities exchange agreement with the shareholders of Metagramm which replaced and terminated the 2024 SEA (the “2025 SEA”). Pursuant to the 2025 SEA, the Company acquired 100% of Metagramm’s shares in exchange for consideration of $5,159. The consideration was paid to Metagramm’s shareholders in the form of 1,323,000 shares of common stock of the Company, representing 19.99% of the Company’s issued and outstanding share capital immediately following the acquisition (the “Metagramm Acquisition”).

In addition, the Company agreed to pay Metagramm’s shareholders cash earn-out payments on a pro rata basis of up to a cumulative sum of $2.0 million, contingent on achieving certain financing and revenue milestones within 3 years following the Closing Date.

Fair Value of Metagramm’s Identifiable Assets and Liabilities:


Cash and cash equivalents			12
Other current assets			18
Property and equipment			106
Goodwill arising from the acquisition			5,125
Technology, net of deferred taxes			585
Customer Relations, net of deferred taxes			323
Total cost of the acquisition			6,169

Earn-out liability arising from the acquisition			1,010
Total liabilities			1,010

Consideration paid in Company’s shares			5,159

The total cost of the acquisition has been allocated between tangible and intangible assets acquired and liabilities assumed based on estimated fair values, with the residual of the acquisition cost recorded as goodwill. The intangible assets identified in the Metagramm Acquisition were technology and customer relations. The estimation of the fair value of these intangible assets was determined using the income approach, which is based on the present value of the future cash flows attributable to each identifiable intangible asset. The estimation of the fair value of the earn-out liability was calculated based on Monte Carlo method.

Other current assets were estimated to have fair values that approximate their carrying values due to the short-term maturities of these instruments.

The estimated useful lives for the acquired technology and customer relations of Metagramm Acquisition are 5 years and 2.5 years, respectively. The goodwill will not be deductible for income tax purposes.