| Schedule of Estimated Consideration Transferred for Each Acquisition |
The following table summarizes the total consideration transferred for each acquisition:
| in thousands | |
Handa | | |
KMMI | | |
NSW | | |
KCM | | |
Total | |
| Equity | |
$ | 2,026 | | |
$ | 12,106 | | |
$ | 4,864 | | |
$ | 4,068 | | |
$ | 23,064 | |
| Purchase consideration payable to dissenting shareholders(1) | |
| 4,798 | | |
| 27,920 | | |
| 6,499 | | |
| 8,996 | | |
| 48,213 | |
| Settlement of preexisting relationship(2) | |
| — | | |
| — | | |
| 643 | | |
| (643 | ) | |
| — | |
| Total estimated consideration | |
$ | 6,824 | | |
$ | 40,026 | | |
$ | 12,006 | | |
$ | 12,421 | | |
$ | 71,277 | |
| (1) | The purchase consideration
payable will be settled in Korean Won (KRW) |
| (2) | Represents the effective settlement
of NSW’s existing accounts payable to KCM and KCM’s existing accounts receivable from NSW in connection with their concurrent
acquisitions by EM LLC, which was determined based on the respective carrying values at the Closing Date. |
|
| Schedule of Preliminary Allocation of Purchase Price to Assets Acquired |
Accordingly, the provisional amounts are subject to change, and any adjustments are expected to
be completed within the one-year measurement period from the acquisition date.
| in thousands | |
Handa | | |
KMMI | | |
NSW | | |
KCM | | |
Total | |
| Cash and cash equivalents | |
$ | 457 | | |
$ | 125 | | |
$ | 701 | | |
$ | 95 | | |
$ | 1,378 | |
| Non-trade accounts receivable | |
| 18 | | |
| 70 | | |
| 930 | | |
| 17 | | |
| 1035 | |
| Non-trade accounts receivable - related parties | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Accounts receivable | |
| 70 | | |
| — | | |
| 1,527 | | |
| — | | |
| 1,597 | |
| Accounts receivable - related parties | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Inventories | |
| 12 | | |
| — | | |
| 918 | | |
| 437 | | |
| 1,367 | |
| Prepaid expenses and other current assets | |
| 4 | | |
| 17 | | |
| 110 | | |
| — | | |
| 131 | |
| Property, plant and equipment, net | |
| 661 | | |
| 1,654 | | |
| 3,152 | | |
| 2,698 | | |
| 8,165 | |
| Intangible assets, net | |
| 4,540 | | |
| 290 | | |
| 1,470 | | |
| 450 | | |
| 6,750 | |
| Other noncurrent assets | |
| 43 | | |
| 221 | | |
| 51 | | |
| 6 | | |
| 321 | |
| Total assets acquired | |
| 5,805 | | |
| 2,377 | | |
| 8,859 | | |
| 3,703 | | |
| 20,744 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Accounts payable | |
| (54 | ) | |
| (79 | ) | |
| (1,273 | ) | |
| (168 | ) | |
| (1,574 | ) |
| Accounts payable - related parties | |
| — | | |
| — | | |
| (869 | ) | |
| — | | |
| (869 | ) |
| Short term debt | |
| — | | |
| (1,121 | ) | |
| (367 | ) | |
| (303 | ) | |
| (1,791 | ) |
| Short term debt - related parties | |
| — | | |
| — | | |
| (2,165 | ) | |
| (573 | ) | |
| (2,738 | ) |
| Current portion of long-term debt | |
| (7 | ) | |
| (16 | ) | |
| (137 | ) | |
| (398 | ) | |
| (558 | ) |
| Accrued expenses and other current liabilities | |
| (67 | ) | |
| (80 | ) | |
| (1,025 | ) | |
| (153 | ) | |
| (1,325 | ) |
| Long term debt | |
| (338 | ) | |
| (525 | ) | |
| (280 | ) | |
| (1,920 | ) | |
| (3,063 | ) |
| Other noncurrent liabilities | |
| (153 | ) | |
| (135 | ) | |
| (369 | ) | |
| (127 | ) | |
| (784 | ) |
| Total liabilities assumed | |
| (619 | ) | |
| (1,956 | ) | |
| (6,485 | ) | |
| (3,642 | ) | |
| (12,702 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets acquired | |
| 5,186 | | |
| 421 | | |
| 2,374 | | |
| 61 | | |
| 8,042 | |
| Goodwill | |
| 1,648 | | |
| 39,605 | | |
| 9,632 | | |
| 12,360 | | |
| 63,245 | |
| Noncontrolling interest | |
| (10 | ) | |
| — | | |
| — | | |
| — | | |
| (10 | ) |
| Total purchase price | |
$ | 6,824 | | |
$ | 40,026 | | |
$ | 12,006 | | |
$ | 12,421 | | |
$ | 71,277 | |
|
| Schedule of Finite-lived Intangible Assets Amortized Using Straight-line Method |
Finite-lived intangible assets
that are being amortized using the straight-line method over their estimated useful lives as of January 5, 2026 consist of the following:
| in thousands | | Handa | | | KMMI | | | NSW | | | KCM | | | Total | | | Weighted Average Useful Life (Years) | | | Developed technology | | $ | 4,540 | | | $ | — | | | $ | 970 | | | $ | 450 | | | $ | 5,960 | | | | 14.7 | | | Existing customer relationships | | | — | | | | 290 | | | | 500 | | | | — | | | | 790 | | | | 12.8 | | | Total intangible assets | | $ | 4,540 | | | $ | 290 | | | $ | 1,470 | | | $ | 450 | | | $ | 6,750 | | | | 14.5 | |
|
| Schedule of Pro Forma Financial Information |
This pro forma information is for informational purposes only and is not necessarily indicative
of the results of operations that would have occurred had the acquisitions been completed on that date, nor is it indicative of future
results.
| |
|
Three Months Ended
March 31,
(Unaudited) |
|
| in thousands |
|
2026 |
|
|
2025 |
|
| Pro Forma Revenue(1) |
|
$ |
1,879 |
|
|
$ |
1,592 |
|
| Pro Forma Net Loss |
|
|
(440,313 |
) |
|
|
(20,322 |
) |
| (1) | Since the acquisition of
the Operating Companies on January 5, 2026, the unaudited condensed consolidated statement of operations for the three months ended March
31, 2026 includes revenue of $1.9 million and losses of $1.2 million. |
|