BUSINESS COMBINATIONS |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||
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| BUSINESS COMBINATIONS | NOTE 4 – BUSINESS COMBINATIONS
On April 1, 2025 the Company entered into two asset purchase agreements with Alpine 4 Holdings, Inc. (“Alpine 4”), and certain of Alpine 4’s subsidiaries, Vayu (US) Inc. and Impossible Aerospace Corporation (collectively “Vayu”), and Global Autonomous Corporation (“GAC”). The acquisitions were accounted for as business combinations in accordance with ASC 805, Business Combinations. For additional information regarding the transactions, including the initial purchase price allocation and valuation methodologies, see Note 4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
During the measurement period, the Company refined its estimates of the fair values of the assets acquired and liabilities assumed based on additional information obtained about facts and circumstances that existed as of the acquisition date. As of June 30, 2026, the Company has completed its accounting for these acquisitions and the purchase price allocation is final. The final allocation did not result in any material adjustments to the preliminary amounts previously reported.
Goodwill recognized in connection with the acquisitions reflects the excess of consideration transferred over the fair value of identifiable net assets acquired and is not deductible for income tax purposes. During the year ended December 31, 2025, the Company recorded impairment charges related to goodwill associated with these acquisitions. See Notes 7 and 8 to the Company’s Annual Report on Form 10-K for additional information.
The following table represents the pro forma revenue and net loss as if the Vayu and GAC assets had been included in the results of the Company for the six months ended June 30, 2026 and 2025:
These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Vayu and GAC to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2025 for the six month period ended June 30, 2025. There are no pro forma adjustments in the six months ended June 30, 2026, as the results of Vayu and GAC were included in the Company’s financial results for the entire period. |
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