v3.26.1
Business combination
 12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business combination

Note 5 – Business combination

 

Acquisition of Pure Tech

 

On July 31, 2024, the Company entered into an Equity Acquisition Agreement (the “Purchase Agreement 1”) with Shangri-La Trading Limited to acquire 65% ownership stake in Pure Tech, for aggregate purchase price of $40,000,000. On December 6, 2024, the Company entered into an Equity Acquisition Agreement (the “Purchase Agreement 2”) with the other shareholder of Pure Tech, One One Business Limited to acquire 32% ownership stake in Pure Tech, for aggregate purchase price of $25,737,818, consisting of $5,953,095 in the form of promissory note and $19,784,723 in cash.

 

On November 30, 2024, the Company has paid the majority of considerations and already control Pure Tech and its subsidiary and VIEs.

 

The Company’s acquisition of Pure Tech was accounted for as a business combination in accordance with ASC 805. The Company allocated the purchase price of Pure Tech based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB with the valuation methodologies using level 3 inputs. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from independent appraisers. Acquisition-related costs incurred for the acquisitions were not material and have been expensed as incurred in general and administrative expense. The consideration was $65,737,818, consisting of $5,953,095 in the form of a convertible promissory note and $59,784,723 in cash.

 

The following table presents the purchase price of Pure Tech for the Company and non-controlling shareholders on November 30, 2024.

 

       
    Amount
     
Cash   $ 4,212,977  
Accounts receivable, net     3,264,577  
Notes receivables     1,299,453  
Other receivables, net     140,172  
Due from related parties     249,273  
Prepayments     131,765  
Right-of-use assets     364,175  
Accounts payable     (2,714,374 )
Other payables and accrued liabilities     (656,039 )
Contract liabilities     (109,908 )
Taxes payable     (494,392 )
Lease liabilities - current     (134,463 )
Lease liabilities - noncurrent     (217,569 )
Net assets acquired   $ 5,335,647  
         
Goodwill   $ 62,435,299  
         
Purchase price for the Company     65,737,818  
Fair value of non-controlling interest     2,033,128  
Total purchase price   $ 67,770,946  

 

The following unaudited pro forma financial information represents the consolidated results of operations as if the acquisition had occurred on January 1, 2022: 

 

                       
    For the year ended December 31, 2024   For the year ended December 31, 2023   For the year ended December 31, 2022
             
Revenue   $ 17,622,367     $ 13,426,051     $ 17,634,143  
Net income/(loss)     1,703,675       2,699,315       (226,904 )

 

These pro forma results are presented for information purposes only and do not necessarily reflect the actual results that would have been achieved had the acquisition occurred on the date assumed, nor are they indicative of future consolidated results of operations.

 

Both revenue and net income/(loss) of pro forma are combined continuing operations of the Company and Pure Tech.

 

Changes in the carrying amount of goodwill for the year ended December 31, 2025 was as follows:

 

       
    Acquisition of Pure Tech
     (Restated)
     
Balance as of December 31, 2024   $ 62,435,299  
Impairment of goodwill     (51,186,782 )
Effect of foreign exchange rate     1,310,861  
Balance as of December 31, 2025   $ 12,559,378