| Schedule of Allocation of Purchase Price |
The following summarizes the preliminary allocation of the BioConnect purchase price based on the fair value of the assets acquired and liabilities assumed, as of July 1, 2025:
| | | | | | | | | | | | | | | | | | | | | | | July 1, 2025 | | Measurement Period Adjustments | | July 1, 2025 (as adjusted) | | | | | | | | | Total Consideration: | | | | | | | | Cash paid | | $ | 12,996,275 | | | — | | | 12,996,275 | | | Less: cash acquired | | (113,545) | | | — | | | (113,545) | | | | | | | | | | | | | | | | | | | | | | | | Total transaction consideration, net | | $ | 12,882,730 | | | $ | — | | | $ | 12,882,730 | | | | | | | | | | Preliminary Allocation: | | | | | | | | Assets acquired | | | | | | | | Accounts receivable | | $ | 1,836,809 | | | — | | | 1,836,809 | | | Inventory | | 1,176,471 | | | — | | | 1,176,471 | | | Prepaid expenses and other current assets | | 111,143 | | | — | | | 111,143 | | | Property, plant, and equipment | | 63,866 | | | — | | | 63,866 | | | Trade names and trademarks | | 882,353 | | | — | | | 882,353 | | | Developed technology | | 6,617,647 | | | (1,102,941) | | | 5,514,706 | | | Customer relationships | | 1,764,706 | | | — | | | 1,764,706 | | | Goodwill | | 3,399,491 | | | 429,743 | | | 3,829,234 | | | | | | | | | | Deferred tax asset | | — | | | 673,198 | | | 673,198 | | | Total assets acquired, excluding cash | | 15,852,486 | | | — | | | 15,852,486 | | | | | | | | | | Liabilities assumed: | | | | | | | | Accounts payable | | 603,234 | | | — | | | 603,234 | | | Accrued expenses and other current liabilities | | 369,074 | | | — | | | 369,074 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other liabilities | | 1,997,448 | | | — | | | 1,997,448 | | | Total liabilities assumed | | 2,969,756 | | | — | | | 2,969,756 | | | | | | | | | | Net assets acquired, excluding cash | | $ | 12,882,730 | | | $ | — | | | $ | 12,882,730 | |
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| Schedule of Assets Acquired and Liabilities Assumed |
The following summarizes the preliminary allocation of the BioConnect purchase price based on the fair value of the assets acquired and liabilities assumed, as of July 1, 2025:
| | | | | | | | | | | | | | | | | | | | | | | July 1, 2025 | | Measurement Period Adjustments | | July 1, 2025 (as adjusted) | | | | | | | | | Total Consideration: | | | | | | | | Cash paid | | $ | 12,996,275 | | | — | | | 12,996,275 | | | Less: cash acquired | | (113,545) | | | — | | | (113,545) | | | | | | | | | | | | | | | | | | | | | | | | Total transaction consideration, net | | $ | 12,882,730 | | | $ | — | | | $ | 12,882,730 | | | | | | | | | | Preliminary Allocation: | | | | | | | | Assets acquired | | | | | | | | Accounts receivable | | $ | 1,836,809 | | | — | | | 1,836,809 | | | Inventory | | 1,176,471 | | | — | | | 1,176,471 | | | Prepaid expenses and other current assets | | 111,143 | | | — | | | 111,143 | | | Property, plant, and equipment | | 63,866 | | | — | | | 63,866 | | | Trade names and trademarks | | 882,353 | | | — | | | 882,353 | | | Developed technology | | 6,617,647 | | | (1,102,941) | | | 5,514,706 | | | Customer relationships | | 1,764,706 | | | — | | | 1,764,706 | | | Goodwill | | 3,399,491 | | | 429,743 | | | 3,829,234 | | | | | | | | | | Deferred tax asset | | — | | | 673,198 | | | 673,198 | | | Total assets acquired, excluding cash | | 15,852,486 | | | — | | | 15,852,486 | | | | | | | | | | Liabilities assumed: | | | | | | | | Accounts payable | | 603,234 | | | — | | | 603,234 | | | Accrued expenses and other current liabilities | | 369,074 | | | — | | | 369,074 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other liabilities | | 1,997,448 | | | — | | | 1,997,448 | | | Total liabilities assumed | | 2,969,756 | | | — | | | 2,969,756 | | | | | | | | | | Net assets acquired, excluding cash | | $ | 12,882,730 | | | $ | — | | | $ | 12,882,730 | |
The following summarizes the allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed, as of the Closing Date. The fair value of the Class A Common Stock acquired through this step acquisition is included in the totals presented below:
| | | | | | | | | | | | | | | | | | | | | | | April 1, 2025 | | Measurement Period Adjustments | | April 1, 2025 (as adjusted) | | | | | | | | | Total Consideration: | | | | | | | | Cash paid | | $ | 148,256,998 | | | $ | — | | | $ | 148,256,998 | | | Less: cash acquired | | (9,077,136) | | | — | | | (9,077,136) | | | Total cash paid, net | | 139,179,862 | | | — | | | 139,179,862 | | | Fair value of previously held investment in VOXX | | 48,478,560 | | | — | | | 48,478,560 | | | | | | | | | | Total transaction consideration, net | | $ | 187,658,422 | | | $ | — | | | $ | 187,658,422 | | | | | | | | | Allocation: | | | | | | | | Assets acquired | | | | | | | | Accounts receivable | | $ | 56,719,726 | | | $ | — | | | $ | 56,719,726 | | | Inventory | | 96,718,000 | | | — | | | 96,718,000 | | | Prepaid expenses and other current assets | | 20,294,973 | | | 136,567 | | | 20,431,540 | | | Income tax recoverable | | 5,243,038 | | | (962,335) | | | 4,280,703 | | | Property, plant, and equipment | | 44,977,000 | | | — | | | 44,977,000 | | | Equity investment | | 19,000,000 | | | — | | | 19,000,000 | | | Deferred tax asset | | 32,537,099 | | | 136,599 | | | 32,673,698 | | | Goodwill | | — | | | 16,478,978 | | | 16,478,978 | | | Operating lease, right of use assets | | 5,404,163 | | | — | | | 5,404,163 | | | Other assets | | 3,445,075 | | | — | | | 3,445,075 | | | Total assets acquired, excluding cash | | 284,339,074 | | | 15,789,809 | | | 300,128,883 | | | | | | | | | | Liabilities assumed: | | | | | | | | Accounts payable | | 31,347,556 | | | (251,301) | | | 31,096,255 | | | Accrued expenses and other current liabilities | | 51,772,746 | | | 15,663,297 | | | 67,436,043 | | | Income taxes payable | | 684,033 | | | 377,813 | | | 1,061,846 | | | Debt | | 3,909,290 | | | — | | | 3,909,290 | | | Other tax liabilities | | 791,593 | | | — | | | 791,593 | | | Operating lease liabilities | | 3,435,604 | | | — | | | 3,435,604 | | | Other liabilities | | 1,260,830 | | | — | | | 1,260,830 | | | Total liabilities assumed | | 93,201,652 | | | 15,789,809 | | | 108,991,461 | | | | | | | | | | Redeemable and non-redeemable non-controlling interests in consolidated subsidiaries | | 3,479,000 | | | — | | | 3,479,000 | | | | | | | | | | Net assets acquired, excluding cash | | $ | 187,658,422 | | | $ | — | | | $ | 187,658,422 | |
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