2. Business Combinations

The Company acquired emotion3D in September 2025. This acquisition was recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for emotion3D:

For this acquisition, trade receivables and payables, as well as other current and non-current assets and current liabilities, were valued at the existing carrying value as they represented the fair value of those items at the acquisition date based on management’s judgments and estimates.

The Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period. Because the acquisition of emotion3D occurred relatively recently, there is significant information to be obtained and analyzed and emotion3D resides in a foreign jurisdiction, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowed measurement period, until the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed that existed on the date of acquisition, but in no case to exceed more than one year from the date of the acquisition. Changes in the estimated fair values of the net assets recorded for the business combination of emotion3D upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. As of May 11, 2026, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, property, plant and equipment, identifiable intangible assets, deferred taxes, goodwill, tax uncertainties, contingent considerations and other liabilities. Specifically for the valuation of intangible assets acquired, the Company used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions, to determine the preliminary values. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill and/or deferred taxes.

Acquisition of emotion3D

On September 26, 2025, Ay Dee Kay Ltd. completed its acquisition of emotion3D. The acquisition was consummated pursuant to the SPA whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17,673 in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with total preliminary fair value of $7,287 at closing, payable in cash or shares of Class A common stock at indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $2,970, subject to final release 24 months from the emotion3D Closing Date. The purchase price is subject to working capital and other adjustments as provided in the Share Purchase Agreement.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired. This acquisition brought the Company an engineering development team with broad experience in development of advanced perception algorithms and software for in-cabin sensing, ADAS and automated driving. The goodwill is expected to be deductible for tax purposes.

The Company maintains certain holdbacks for a total of $2,970 subject to final release 24 months from the emotion3D Closing Date. The aggregate holdbacks balance consisted of (i) an initial fixed purchase price holdback of $250 (the "Holdback Amount (PP)"), which was payable in cash and due 20 business days after both parties agreed on the final closing accounts within 30 business days after the emotion3D Closing Date; (ii) a subsidies holdback of $720 (the "Holdback Amount (Subsidies)"), which was payable in cash on December 31, 2025; and (iii) an indemnity holdback of $2,000 ("Holdback Amount (Indemnity)"), payable in cash with 50% due 12 months from the emotion3D Closing Date and the remainder 24 months from the emotion3D Closing Date. In December 2025, the Company settled the Holdback Amount (PP) with a credit of $102 paid to the Company and through the issuance $148 in cash, respectively. In January 2026, the Company settled the Holdback Amount (Subsidies) with a cash payment of $720. All holdbacks are maintained for the purpose of providing security against any adjustment to the amounts at closing. All of the remaining holdback balances, with the exception of 50% of the Holdback Amount (Indemnity) of $1,000 reflected in Other long-term liabilities, are reflected in Accrued expenses and other current liabilities in the condensed consolidated balance sheet as of March 31, 2026

Total purchase consideration transferred at the emotion3D Closing Date also included contingent considerations that had a total preliminary fair value of $7,287 as of the acquisition date. The preliminary acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of up to three tranches and all are payable in cash or Class A common stock, at indie’s sole election. The first tranche of earnout pays up to a maximum of $4,000, upon achievement of total revenue target of EUR 3,650 (or $4,163) for the full year ended December 31, 2025, provided only a maximum total of EUR 2,100 was able to be counted toward the milestone between January 1, 2025 and the emotion3D Closing Date (the "First Earnout"). The second tranche of earnout pays up to a maximum of $6,000, upon achievement of a revenue target of $6,300 between January 1, 2026 through February 28, 2027 (the "Second Earnout"). In the case where the First Earnout is not achieved in full and emotion3D achieves total revenue in excess of $8,400 within the same period as relevant for the Second Earnout, emotion3D is entitled to a third tranche of earnout that pays up to a maximum of $1,250, upon achievement of a revenue target equal to $8,400 plus the corresponding revenue shortfall from the First Earnout (the "Third Earnout"). The corresponding revenue shortfall from the First Earnout is calculated by actual revenue achieved during the First Earnout measurement period and a ceiling of $4,163. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. As the potential payment of the Third Earnout is dependent upon the shortfall in the First Earnout and the over-achievement in the Second Earnout, the preliminary fair value of the Third Earnout has been considered as part of the First Earnout. The First Earnout is reflected in Contingent considerations and the Second Earnout is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2026.

Pro forma financial information for emotion3D is not disclosed as the results are not material to the Company’s condensed consolidated financial statements.