v3.25.2
Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions

3. Acquisitions

 

CardCash, Inc.

 

On December 29, 2023, the Company completed the acquisition of CardCash. The acquisition was made pursuant to an agreement and plan of merger dated August 18, 2023, between the Company and CardCash. The Company acquired all of the issued and outstanding equity of CardCash for $26,682,000, made up of the issuance of 6,108,007 shares of the Company’s common stock valued at $24,682,000, the issuance of a note payable for $1,500,000, and payment of $750,000 in cash.

 

The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to CardCash’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition. The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets has been recorded as goodwill.

 

In accordance with ASC 805, the Company made an allocation of the purchase price for CardCash based on the fair value of the assets acquired and liabilities assumed.

 

The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of CardCash on the date of acquisition:

 

 Schedule of Fair Value of Assets Acquired and Liabilities Assumed

   Fair Value 
     
Fair value of consideration:     
Cash  $750,000 
Notes payable (see Note 10)   1,500,000 
Common stock (6,108,007 shares of common stock at $4.00 per share)   24,432,000 
Total purchase price  $26,682,000 
      
Allocation of the consideration to the fair value of assets acquired and liabilities assumed:     
      
Cash  $2,061,265 
Accounts receivable   1,582,635 
Inventories   4,152,273 
Prepaids, deposits, and other   220,385 
Property and equipment, net   2,563,312 
Accounts payable and accrued liabilities   (2,068,154)
Line of credit   (6,737,385)
Deferred tax liability   (1,800,000)
Net tangible assets   (25,669)
      
Intangible assets:     
Developed technology   2,600,000 
Trade name   2,400,000 
Customer relationships   1,700,000 
Net identifiable intangible assets   6,700,000 
Goodwill   20,007,669 
Fair value of net asset acquired  $26,682,000 

 

 

Takeout7, Inc.

 

On May 29, 2025, the Company completed the acquisition of Takeout7, Inc. (“Takeout7”). The acquisition was made pursuant to an agreement and plan of merger dated May 29, 2025, between the Company and Takeout7. The Company acquired all of the issued and outstanding equity of Takeout7 for $609,000, made up of the issuance of 350,000 shares of the Company’s common stock.

 

The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to Takout7’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition.

 

As of June 30, 2025, management has not yet finalized its valuation analysis. In accordance with ASC 805, the Company made an initial provisional allocation of the purchase price for Takeout7 based on the fair value of the assets acquired and liabilities assumed. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

 

The following table summarizes the provisional allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Takeout7 on the date of acquisition:

 

 Schedule of Fair Value of Assets Acquired and Liabilities Assumed

   Fair Value (provisional) 
     
Fair value of consideration:     
Common stock (350,000 shares of common stock at $1.74 per share)  $609,000 
Total purchase price  $609,000 
      
Provisional allocation of the consideration to the fair value of assets acquired and liabilities assumed:     
      
Cash  $109,543 
Accounts receivable   37,499 
Deposits   2,633 
Accounts payable and accrued liabilities   (13,840)
Net tangible assets   135,835 
      
Intangible assets:     
Developed technology (provisional)   236,582 
Customer relationships (provisional)   236,583 
Intangible assets (provisional)   473,165 
Goodwill   - 
Fair value of net asset acquired  $473,165 

 

No unaudited pro forma statements of operations are being presented as the historical results of Takeout7 are insignificant when compared to the Company’s historical results.