Acquisitions

6 Months Ended

Jun. 30, 2025

Fermata Acquisition

On April 25, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Fermata Energy LLC, a Delaware limited liability company (“Seller”) and Fermata Energy II, LLC, a Delaware limited liability company and newly formed subsidiary of the Company (“Fermata"), pursuant to which the Company agreed to acquire, through Fermata, substantially all of the assets and certain specified liabilities of the Seller in exchange for a total purchase price of approximately $1,115,176, consisting of approximately $340,200 in cash, and the fair value of the preferred units issued to the former debt holders of the Seller. The former debt holders of the Seller were issued 4,900,000 of preferred units in connection with the acquisition. The Fermata acquisition closed on April 25, 2025.

The Agreement contains customary representations and warranties and agreements by the Company and customary indemnification obligations of the Company.

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the acquisition date:


Consideration transferred:
Cash	$	340,200

Fair value of Class A Preferred units issued	$	774,976
Total	$	1,115,176

Recognized amounts of identifiable assets acquired:
Inventory	$	423,138
Furniture Fixtures and Equipment	79,000
Other Assets	10,081
Intangible Property	149,000
Accounts payable	(250,000)
Total identifiable net assets	411,219
Goodwill	703,957
Total	$	1,115,176

The financial effect of the acquisition was not material to the Company’s condensed consolidated financial statements. The Company has not presented pro forma results of operations for the acquisition because it is not significant to the Company's condensed consolidated results of operations.

The fair value of the consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated amount recorded as goodwill. The purchase price allocation is preliminary as the Company is in the process of finalizing the valuation. The preliminary purchase price allocation is subject to change based on numerous factors, including the final estimated fair value of the assets acquired and liabilities assumed, and the fair value of the preferred units issued to the former debt holders of the Seller. The Company anticipates finalizing the accounting for the acquisition within 12 months of the completion of acquisition date.