v3.25.1
Business Combination (Tables)
12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Summary of Consideration Paid and the Allocation of Purchase Price to the Estimated Fair Value of the Assets Acquired and Liabilities Assumed

The following table summarizes the total consideration paid for LBSM and the allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed, if any, at the acquisition date:

 

Cash consideration

 

 

400,000

 

Acquisition installments payable (matures in August 2026)

 

 

385,156

 

Fair value of total purchase consideration

 

$

785,156

 

Assets

 

 

 

Technical License*

 

$

441,000

 

Total fair value of net assets acquired

 

$

441,000

 

Goodwill

 

$

344,156

 

 

*The technical license provides the Company with the right and opportunity to operate within the specific jurisdiction of Hong Kong. The license is issued by a relevant regulatory or certifying body and is necessary to meet industry-specific technical, safety, or operational standards required by local authorities.

The following table presents the preliminary purchase price allocation for the acquisition. Measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date.

 

Assets acquired

 

Preliminary
Purchase
Price
Allocation

 

 

Measurement
Period
Adjustments

 

 

Final
Purchase
Price
Allocation
(as adjusted)

 

Trademark

 

 

171,000

 

 

 

(171,000

)

 

 

-

 

Technical License

 

 

441,000

 

 

 

-

 

 

 

441,000

 

Total fair value of net assets acquired

 

 

612,000

 

 

 

(171,000

)

 

 

441,000

 

Fair value of total purchase consideration

 

 

785,156

 

 

 

-

 

 

 

785,156

 

Less: Net assets acquired

 

 

(612,000

)

 

 

171,000

 

 

 

(441,000

)

Goodwill

 

 

173,156

 

 

 

171,000

 

 

 

344,156

 

Summary of Acquisition Installments Payable

We had the following future acquisition installments payable in respect of LBSM acquisition as of December 31, 2024:

 

Less than one year

 

 

200,000

 

Later than one year but less than two years

 

 

67,742

 

Total

 

 

267,742

 

Less: imputed interest

 

 

(5,537

)

Present value of acquisition installment payable

 

 

262,205

 

Summary of Intangible Asset, net

As of December 31, 2024, Intangible Asset, net was as follows:

 

Description

 

Location in balance sheet

 

December 31, 2024

 

Technical License (Amortizable intangible asset)

 

Intangible Asset, net

 

 

420,328

 

 

 

 

 

 

420,328

 

 

The balance for intangible asset as of December 31, 2024 is detailed below:

 

 

Remaining
Weighted Average
Amortization
period
(in years)

 

 

Gross Amortizable
Intangible Asset

 

 

Accumulated
Amortization

 

 

Net Amortizable
Intangible Asset

 

Technical License

 

 

14.25

 

 

$

441,000

 

 

$

20,672

 

 

$

420,328

 

Summary of Estimated Amortization Expense of Intangible Asset to be Recognized

Estimated amortization expense of the intangible asset to be recognized by the Company is as follows:

 

2025

 

 

29,400

 

2026

 

 

29,400

 

2027

 

 

29,400

 

2028

 

 

29,400

 

2029

 

 

29,400

 

Thereafter

 

 

273,328

 

Total

 

 

420,328

 

Summary of Unaudited Pro Forma Revenues and Net Income

The following table represents the unaudited pro forma revenues and net income assuming the acquisition of LBSM occurred on January 1, 2023.

 

 

December 31,

 

 

2024

 

 

2023

 

 

 

(Unaudited)

 

 

(Unaudited)

 

Revenues

 

 

29,045,539

 

 

 

49,224,046

 

Net income

 

 

1,816,793

 

 

 

19,178,107