| Preliminary Allocation of Business Combination Purchase Price and Recognized Asset Acquired and Liability Assumed |
The total preliminary fair value of consideration paid in connection with the acquisition of Vebu consisted of the following: | | | | | | | | | | | | | | | | | | | Shares | | Per Share | | Total Consideration
(in thousands) | | Cash consideration paid for outstanding shares of Vebu common and preferred stock | | | | | $ | 2,305 | | | Company common shares issuable to Vebu preferred stockholders | 147,445 | | | $ | 9.27 | | | 1,367 | | | Fair value of contingent consideration issuable to Vebu preferred stockholders | | | | | 5 | | | Total purchase price consideration | | | | | $ | 3,677 | |
The total preliminary fair value of consideration paid in connection with the acquisition of Diligent consisted of the following:
| | | | | | | | | | | | | | | | | | | Shares | | Per Share | | Total Consideration
(in thousands) | | Cash consideration paid | | | | | $ | 20,095 | | Fair value of Serve’s common shares issuable to Diligent stockholders (including escrow amounts) | 197,472 | | | $ | 12.77 | | | 2,522 | | | Fair value of contingent earnout consideration | 274,749 | | | $ | 11.25 | | | 3,090 | | | Total purchase price consideration | | | | | $ | 25,707 | |
The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Diligent Closing Date, is as follows (in thousands):
| | | | | | | January 27, 2026 | | Total purchase price consideration | $ | 25,707 | | | | | Assets acquired: | | | Cash and cash equivalents | 557 | | | Accounts receivable | 564 | | | Prepaid expenses | 388 | | | Property and equipment | 12,474 | | | Intangible assets | 6,000 | | | Capitalized software | 2,238 | | | Other assets | 128 | | | Total identified assets acquired | 22,349 | | | | | Liabilities assumed: | | | Accounts payable | (2,010) | | | Accrued liabilities | (2,327) | | | Deferred revenue | (1,925) | | | Deferred tax liability | (740) | | | Other liabilities | (88) | | | Total identified liabilities | (7,090) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 15,259 | | | Goodwill | $ | 10,448 | |
The total fair value of consideration paid in connection with the acquisition of Vayu consisted of the following:
| | | | | | | | | | | | | | | | | | | Shares | | Per Share | | Total Consideration
(in thousands) | | Cash paid for outstanding shares of Vayu common and preferred stock | | | | | $ | 1,875 | | | Net working capital adjustment | | | | | 310 | | | Company common shares issuable to Vayu common and preferred stockholders | 1,539,906 | | $ | 9.71 | | | 14,952 | | | Company warrants issued to Vayu SAFE holder, Khosla Ventures | 4,000,000 | | $ | 5.41 | | | 21,640 | | | Replacement equity awards attributable to pre-combination service | — | | | — | | | 734 | | | Total purchase price consideration | | | | | $ | 39,511 | |
The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Vayu Closing Date, is as follows (in thousands):
| | | | | | | August 15, 2025 | | Total purchase price consideration | $ | 39,511 | | | | | Assets acquired: | | | Cash and cash equivalents | 6 | | | Other current assets | 57 | | | Intangible assets | 32,439 | | | Total identifiable assets acquired | 32,502 | | | | | Liabilities assumed: | | | Accounts payable | (366) | | | Other current liabilities | (44) | | | Deferred tax liability | (3,784) | | | Total identifiable liabilities assumed | (4,194) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 28,308 | | | Goodwill | $ | 11,203 | |
The Company’s allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Voysys Closing Date, is as follows (in thousands):
| | | | | | | April 1, 2025 | | Cash consideration paid | $ | 5,170 | | | Escrow amount | 575 | | | Purchase price | 5,745 | | | | | Assets acquired: | | | Cash and cash equivalents | 111 | | | Other current assets | 73 | | | Other assets | 17 | | | Intangible assets, net | 1,370 | | Total identifiable assets acquired | 1,571 | | | | | Liabilities assumed: | | | Current liabilities | (153) | | | Total identifiable liabilities assumed | (153) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 1,418 | | | Goodwill | $ | 4,327 | |
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| Preliminary Allocation of Business Combination Purchase Price and Recognized Asset Acquired and Liability Assumed |
The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Vebu Closing Date, is as follows (in thousands): | | | | | | | February 17, 2026 | | Total purchase price consideration | $ | 3,677 | | | | | Assets acquired: | | | Cash and cash equivalents | 396 | | | Accounts receivable | 140 | | | Prepaid expenses | 133 | | | Property and equipment | 42 | | | Intangible assets | 1,030 | | | Operating lease right-of-use assets | 62 | | | Other assets | 226 | | | Total identified assets acquired | 2,029 | | | | | Liabilities assumed: | | | Accounts payable | (240) | | | Accrued liabilities | (69) | | | Operating lease liabilities | (64) | | | Total identified liabilities | (373) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 1,656 | | | Goodwill | $ | 2,021 | |
The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Diligent Closing Date, is as follows (in thousands):
| | | | | | | January 27, 2026 | | Total purchase price consideration | $ | 25,707 | | | | | Assets acquired: | | | Cash and cash equivalents | 557 | | | Accounts receivable | 564 | | | Prepaid expenses | 388 | | | Property and equipment | 12,474 | | | Intangible assets | 6,000 | | | Capitalized software | 2,238 | | | Other assets | 128 | | | Total identified assets acquired | 22,349 | | | | | Liabilities assumed: | | | Accounts payable | (2,010) | | | Accrued liabilities | (2,327) | | | Deferred revenue | (1,925) | | | Deferred tax liability | (740) | | | Other liabilities | (88) | | | Total identified liabilities | (7,090) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 15,259 | | | Goodwill | $ | 10,448 | |
The Company’s preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Vayu Closing Date, is as follows (in thousands):
| | | | | | | August 15, 2025 | | Total purchase price consideration | $ | 39,511 | | | | | Assets acquired: | | | Cash and cash equivalents | 6 | | | Other current assets | 57 | | | Intangible assets | 32,439 | | | Total identifiable assets acquired | 32,502 | | | | | Liabilities assumed: | | | Accounts payable | (366) | | | Other current liabilities | (44) | | | Deferred tax liability | (3,784) | | | Total identifiable liabilities assumed | (4,194) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 28,308 | | | Goodwill | $ | 11,203 | |
The Company’s allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed as of the Voysys Closing Date, is as follows (in thousands):
| | | | | | | April 1, 2025 | | Cash consideration paid | $ | 5,170 | | | Escrow amount | 575 | | | Purchase price | 5,745 | | | | | Assets acquired: | | | Cash and cash equivalents | 111 | | | Other current assets | 73 | | | Other assets | 17 | | | Intangible assets, net | 1,370 | | Total identifiable assets acquired | 1,571 | | | | | Liabilities assumed: | | | Current liabilities | (153) | | | Total identifiable liabilities assumed | (153) | | | | | Fair value of identifiable assets, net of identifiable liabilities assumed | $ | 1,418 | | | Goodwill | $ | 4,327 | |
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| Preliminary Fair Values of the Identified Intangible Assets Acquired |
The following table sets forth the preliminary components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years): | | | | | | | | | | | | | Weighted Average Useful Life | | February 17, 2026 | | Developed technology | 6 | | $ | 1,030 | |
The following table sets forth the preliminary components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years): | | | | | | | | | | | | | | | | Intangible Assets | | Weighted Average Useful Life | | January 27, 2026 | | Developed technology | | 6 | | $ | 5,300 | | | Trade names | | 4 | | 700 | | | Total fair value of intangible assets | | | | $ | 6,000 | |
The following table sets forth the preliminary components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years):
| | | | | | | | | | | | | Weighted Average Useful Life | | August 15, 2025 | | Developed technology | 5 | | $ | 32,439 | |
The following table sets forth the components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition (in years):
| | | | | | | | | | | | | | | | Intangible Assets | | Weighted Average Useful Life | | April 1, 2025 | | Developed technology | | 15 | | $ | 980 | | | Customer relationships | | 25 | | 255 | | | Trade names | | 10 | | 135 | | | Total fair value of intangible assets | | | | $ | 1,370 | |
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| Schedule of Pro Forma Financial Information |
The following table presents the unaudited pro forma consolidated revenue and net loss for the combined company as a result of the Diligent Acquisition (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | 2026 | | 2025 | | 2026 | | 2025 | | Revenues | $ | 3,238 | | | $ | 3,166 | | | $ | 6,722 | | | $ | 5,969 | | | Net Loss | $ | (63,971) | | | $ | (27,482) | | | $ | (114,601) | | | $ | (45,860) | |
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