v3.26.1
ACQUISITIONS AND INVESTMENTS (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination [Line Items]  
Summary of Pro Forma Adjustments The pro forma adjustments are based on certain assumptions that we believe are reasonable.

 

 

Three Months Ended
March 31, 2026

 

 

Three Months Ended
March 31, 2025

 

Revenue

 

$

479,546

 

 

$

140,498

 

Net loss

 

$

(331,491

)

 

$

(181,479

)
Orbit Acquisition [Member]  
Business Combination [Line Items]  
Summary of Preliminary Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation of the Orbit Change of Control at the January 15, 2026 acquisition date:

Consideration transferred:

 

 

 

Cash consideration

 

$

2,000,000

 

Deposit on acquisition

 

 

733,272

 

Subscription for Orbit shares at fair value (1)

 

 

12,968,437

 

Previously held equity interest (2)

 

 

890,398

 

Total consideration transferred

 

$

16,592,107

 

Assets acquired:

 

 

 

Cash and cash equivalents

 

$

1,459,085

 

Accounts receivable

 

 

263,613

 

Prepaid expenses and other current assets

 

 

1,677,545

 

Property and equipment

 

 

13

 

Developed technology

 

 

2,092,320

 

Customer relationships

 

 

139,488

 

Other assets

 

 

31,126

 

Total assets acquired

 

 

5,663,190

 

Liabilities assumed:

 

 

 

Accounts payable

 

 

906,589

 

Accrued expenses

 

 

4,667,433

 

Other liabilities

 

 

194,322

 

Contingent consideration (related party) (3)

 

 

790,432

 

Total liabilities assumed

 

 

6,558,776

 

Net identifiable assets acquired

 

 

(895,586

)

Goodwill

 

 

17,487,693

 

Total consideration transferred

 

$

16,592,107

 
(1)
The subscription for Orbit shares was remeasured to its acquisition date fair value of $12,968,437 using the fair value of the underlying Common Stock into which the Orbit Preferred Obligation is settleable, which is a non-recurring Level 1 fair value input in the fair value hierarchy as it incorporates observable inputs.
(2)
The previously held equity interest in Orbit was remeasured to its fair value at the acquisition-date, as described under Equity Method Investment above. The fair value of the equity interest in Orbit as of the acquisition date consisted of the fair value of the Orbit business, as determined by third-party valuation specialists using the income approach. Under the income approach, a discounted cash flow methodology was utilized, which estimates the present value of the Orbit equity at time of investment at an appropriate discount rate, and is a non-recurring Level 3 fair value measurement within the fair value hierarchy due to the
significant unobservable inputs, including earnings before interest, taxes, and depreciation, and amortization margins, depreciation expense, capital and development expenditures, discount rates, and tax rates, among others.
(3)
In September 2025, Orbit acquired a risk-management software business branch from RegTech, which included contingent consideration that was assumed in the Orbit Change of Control. The contingent consideration consisted of a variable earnout equal to 10% of cash collections on commercial revenues of Orbit through September 30, 2028, capped at €1,000,000 (the "RegTech Contingent Consideration"). The RegTech Contingent Consideration was recognized at its acquisition-date fair value of $790,432 and is classified as a liability measured at fair value on the condensed consolidated balance sheet, with changes in the fair value of the contingent consideration recognized in change in fair value of contingent consideration on the condensed consolidated statements of operations and comprehensive loss. The fair value of the RegTech Contingent Consideration was determined using a Monte Carlo simulation approach based on forecasted collections of Orbit through September 30, 2028, which is a Level 3 fair value measurement within the fair value hierarchy due to the significant unobservable inputs, including projected collections and the discount rate. For additional information, refer to Note 7. Because RegTech is under the common control of the Company’s Executive Chairman and Co-CEO, the RegTech Contingent Consideration constitutes a related party transaction.
Lyocon Acquisition [Member]  
Business Combination [Line Items]  
Summary of Preliminary Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation at the January 15, 2026 acquisition date:

Consideration transferred:

 

 

 

Cash consideration

 

$

750,000

 

Lyocon Convertible Notes (1)

 

 

1,422,000

 

Contingent consideration (2)

 

 

138,558

 

Total consideration transferred

 

$

2,310,558

 

Assets acquired:

 

 

 

Cash and cash equivalents

 

$

95

 

Accounts receivable

 

 

243,765

 

Inventories, net of reserve

 

 

247,029

 

Prepaid expenses and other current assets

 

 

37,264

 

Property and equipment

 

 

12,543

 

Developed technology

 

 

348,720

 

Customer relationships

 

 

267,352

 

Other assets

 

 

45,383

 

Trade names and trademarks

 

 

62,770

 

Total assets acquired

 

 

1,264,921

 

Liabilities assumed:

 

 

 

Accounts payable

 

 

143,652

 

Accrued expenses

 

 

347,309

 

Deferred tax liability

 

 

173,351

 

Other liabilities

 

 

65,209

 

Total liabilities assumed

 

 

729,521

 

Net identifiable assets acquired

 

 

535,400

 

Goodwill

 

 

1,775,158

 

Total consideration transferred

 

$

2,310,558

 
(1)
The Lyocon Convertible Notes were measured at the aggregate initial fair value of $1,422,000 at the acquisition date using a combined approach which utilizes both a Black-Scholes option pricing model for the conversion feature and a discounted cash flow to value the debt component. These measurements are non-recurring Level 3 inputs in the fair value hierarchy as they incorporate significant unobservable inputs, including assumed volatility, yield curves and discount rates. For additional information, see Note 10.
(2)
The fair value of the contingent consideration was estimated using a Monte Carlo simulation incorporating management's projections of Lyocon's EBITDA performance and a risk-adjusted discount rate. For additional information, see Note 7.