Business Combination (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of purchase price allocation to assets acquired and liabilities assumed

Based on the Company’s preliminary valuation, the consideration of $1.9 million has been allocated to assets acquired and liabilities assumed as of the Closing Date as follows (amount in thousands):


Total Non-AP Consideration ⁽²⁾		$	1,864

Cash			359
Current assets			355
Fixed assets, net			909
Intangible assets			51,518
Total assets acquired			53,141
Accounts payable			(1,583)
Accounts payable to related party			(669)
Accrued expenses			(3,905)
Deferred tax liability ⁽¹⁾			(13,074)
Total liabilities assumed			(19,231)
Net identifiable assets acquired			33,910

Accrued liabilities forgiven			(3,386)
Capital contribution		$	(35,432)

(1)This deferred tax liability is solely an estimate of the hypothetical tax that could be due upon a re-sale of the intangible assets at the $52.0 million stepped up value included on the consolidated balance sheet (see Note 15).

(2)The Non-AP Consideration presented excludes additional Purchase Consideration comprised of payment equal to a Net AP amount of $6.0 million ($8.3 million AP netted against assumed liabilities of $2.3 million) related to contracted services performed prior to the acquisition, and Excluded Amounts of $0.7 million related to non-Company pre-acquisition matters. The consideration will be paid over time as described above.