Subsequent Events |
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| SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS High Point UAS, LLC On July 2, 2026, the Company completed the acquisition of 100% of the outstanding membership interests of High Point UAS, LLC, ("High Point") the parent of DZYNE Technologies, LLC, (“DZYNE”), a U.S.-based defense technology company specializing in long-endurance autonomous aircraft, counter-UAS systems and autonomous effects. The aggregate purchase price consisted of (i) $204.1 million in cash, including $12.0 million deposited into an escrow account to secure certain seller indemnification and payment obligations, (ii) 39,999,998 shares of the Company's common stock issued at closing, and (iii) an additional 44,999,998 shares of the Company's common stock to be issued on January 4, 2027. The purchase price remains subject to customary post-closing adjustments. The following table summarizes the consideration and its preliminary allocation to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
The intangible assets acquired include $168.3 million allocated to developed technology and $144.8 million allocated to customer relationships. The Company has not completed its determination of the useful lives to be assigned to each class of acquired intangible assets. The useful lives and the weighted-average amortization period of the acquired intangible assets disclosures will be presented in our Quarterly Report on Form 10-Q for the period ending September 30, 2026. Goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. The determination of the tax basis of the assets acquired and liabilities assumed as well as the amount of goodwill that will be deductible for tax purposes is in process and incomplete. The completion of this may result in the recognition of deferred taxes, with a corresponding adjustment to goodwill. The acquisition was completed subsequent to June 30, 2026, accordingly, no amounts related to High Point are reflected in the Company’s condensed consolidated balance sheet or in its results of operations for the periods presented. The initial accounting for the acquisition is incomplete at the issuance date of these condensed consolidated financial statements. The amounts presented represent the Company's preliminary estimates based on information available as of that date. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation. The final allocation may include (1) changes in fair values of inventories and property, plant, and equipment, (2) changes in valuation of intangible assets such as developed technology, customer relationships, as well as corresponding changes to goodwill, (3) deferred tax balances, (4) other changes to assets and liabilities including working capital adjustments, and (5) considerations transferred. The Company expects to incur total acquisition-related costs of approximately $6.9 million, consisting primarily of legal, advisory, valuation, and other professional fees. Of this amount, approximately $1.6 million was incurred during the three and six months ended June 30, 2026, and is recognized within general and administrative expense in the consolidated statements of operations. The remainder is expected to be recognized in the third quarter of 2026. As of the issuance date of these financial statements the historical results of operations of High Point for the three and six months ended June 30, 2026 and 2025, prepared on a basis conforming to the Company's accounting policies, are not available. Accordingly, the supplemental pro forma revenue and earnings information has not been presented and will be presented in our Quarterly Report on Form 10-Q for the period ending September 30, 2026. Cyberhawk Holdings Limited On August 10, 2026 the Company completed the acquisition of Cyberhawk Holdings Limited (“Cyberhawk”), pursuant to the Share Purchase Agreement (the “Cyberhawk Agreement”), dated June 17, 2026, by and among the Company, and Cyberhawk shareholders listed on Schedule 1 thereto (the “Cyberhawk Sellers”). Pursuant to the Cyberhawk Agreement, the Company agreed to acquire 100% of the issued and outstanding share capital of Cyberhawk for (i) $118.2 million in cash and (ii) 581,732 shares of the Company's common stock issued to the High Point Sellers. The shares are subject to restriction on transfer for a period of one year following the acquisition date. Additionally, on August 10, 2026, the Company entered into a Registration of Rights and Lock-Up Agreement whereby the seller may not sell, in the aggregate, any shares of common stock issued to the seller pursuant to the agreement on any trading market in any single trading day to the extent the sales would exceed the seller's pro rata portion of 10% of the average daily trading volume of the common stock with respect to such trading day. The purchase price remains subject to customary post-closing adjustments. The initial accounting for the Cyberhawk acquisition is incomplete as of the issuance of the condensed consolidated financial statements. Therefore, the Company is unable to provide other disclosures required by ASC 805 regarding this acquisition. |
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