| Schedule of consideration transferred |
| Schedule of consideration transferred | |
| |
| Cash paid to sellers at closing | |
$ | 1,863,000 | |
| Working capital and excess cash adjustment | |
| 630,635 | |
| Fair value of common stock issued to the Elle Seller | |
| 1,768,792 | |
| Contingent consideration | |
| 486,000 | |
| Fair value of the consideration transferred | |
$ | 4,748,427 | |
|
| Schedule of assets acquired and liabilities assumed |
| Schedule of assets acquired and liabilities assumed | |
| | |
| | |
| |
| | |
July 15, 2024
(As initially reported) | | |
Measurement Period Adjustments(1) | | |
December 31, 2024
(As adjusted) | |
| Cash | |
$ | 676,223 | | |
$ | — | | |
$ | 676,223 | |
| Accounts receivable | |
| 357,570 | | |
| — | | |
| 357,570 | |
| Intangibles | |
| 1,280,000 | | |
| — | | |
| 1,280,000 | |
| Total identifiable assets acquired | |
| 2,313,793 | | |
| — | | |
| 2,313,793 | |
| | |
| | | |
| | | |
| | |
| Accounts payable | |
| (4,483 | ) | |
| — | | |
| (4,483 | ) |
| Accrued expenses and other current liabilities | |
| (388,613 | ) | |
| — | | |
| (388,613 | ) |
| Total liabilities assumed | |
| (393,096 | ) | |
| — | | |
| (393,096 | ) |
| Net identifiable assets acquired | |
| 1,920,697 | | |
| | | |
| 1,920,697 | |
| Goodwill | |
| 2,892,065 | | |
| (114,335 | ) | |
| 2,777,730 | |
| Fair value of the consideration transferred | |
$ | 4,812,762 | | |
$ | (114,335 | ) | |
$ | 4,698,427 | |
| (1) |
|
Pursuant to the Elle Purchase Agreement, during the fourth quarter of 2024, the Company and the Elle Seller agreed on the working capital and cash adjustments which resulted in a $114,335 decrease to the purchase price from the initial purchase price recorded on the Elle Closing Date. |
|
| Schedule of assets acquired and liabilities assumed |
| Schedule of assets acquired and liabilities assumed | |
| | |
| Cash consideration received | |
$ | 243,417 | |
| Fair value of promissory notes | |
| 450,000 | |
| Fair value of Class A common units of AA Holdings | |
| — | |
| Fair value of consideration received | |
$ | 693,417 | |
| | |
| | |
| Always Alpha assets and liabilities deconsolidated | |
| | |
| Cash | |
$ | 9,226 | |
| Accounts receivable, net | |
| 569,880 | |
| Other receivables | |
| 28,500 | |
| Accounts payable | |
| (6,226 | ) |
| Deferred revenue | |
| 4,521 | |
| Other current liabilities | |
| (669,058 | ) |
| Always Alpha net liabilities deconsolidated at carrying value | |
| (63,157 | ) |
| Gain on sale of Always Alpha | |
$ | 756,574 | |
|