| Schedule of Total Consideration is Summarized |
The total consideration is summarized as follows (in
thousands):
| Consideration | |
| |
| Fair value of shares of the Company’s common stock issued at Cobalt Closing (classified within Additional paid-in capital) | |
$ | 3,333 | |
| Deferred Cobalt Consideration Shares (Classified within Deferred consideration, current and noncurrent) | |
| 6,331 | |
| Fair value of total consideration | |
$ | 9,664 | |
The consideration initially paid and remaining
payable as of the date of the Sunder Closing is summarized below (in thousands):
| | |
Consideration | |
| Paid at Sunder Closing | |
| |
| Cash | |
$ | 20,689 | |
| Seller note | |
| 20,000 | |
| Fair value of 3.3 million shares of the Company’s common stock | |
| 5,700 | |
| Payable subsequent to Sunder Closing | |
| | |
| Deferred Sunder Consideration Shares (fair value of 6.7 million shares of the Company’s common stock at Sunder Closing) | |
| 11,400 | |
| Fair value of total consideration at Sunder Closing | |
$ | 57,789 | |
The total consideration is summarized as follows (in thousands):
| Consideration | |
| |
| Fair value of 10,243,924 shares of the Company’s common stock issued at Ambia Closing | |
$ | 16,493 | |
| Deferred Ambia Consideration Shares | |
| 16,879 | |
| Fair value of total consideration | |
$ | 33,372 | |
|
| Schedule of Provisional Fair Values of Identifiable Assets Acquired and Liabilities Assumed |
The provisional fair values of identifiable assets acquired and liabilities assumed are identified below (in thousands):
| | |
Provisional
fair values
as of
Cobalt Closing | |
| Net assets acquired: | |
| |
| Cash and cash equivalents | |
$ | 553 | |
| Trade accounts receivable | |
| 3,642 | |
| Inventories | |
| 1,739 | |
| Prepaid expenses and other current assets | |
| 30 | |
| Property and equipment | |
| 485 | |
| Intangible assets | |
| 3,871 | |
| Operating lease right-of-use assets | |
| 1,277 | |
| Accounts payable | |
| (3,864 | ) |
| Accrued expenses and other current liabilities | |
| (1,002 | ) |
| Short-term debt with third parties | |
| (2,706 | ) |
| Other long-term liabilities | |
| (1,099 | ) |
| Contract liabilities | |
| (5,238 | ) |
| Deferred tax liability | |
| (1,001 | ) |
| Fair value of the excess of liabilities assumed over assets acquired | |
| (3,313 | ) |
| Fair value of common stock issued | |
| 3,333 | |
| Fair value of Deferred Cobalt Consideration Shares | |
| 6,331 | |
| Consideration transferred | |
| 9,664 | |
| Goodwill recognized | |
$ | 12,977 | |
As of the date of acquisition, the intangible assets acquired and estimated
useful lives were as follows:
| | | Estimated
useful life | | Provisional
fair values
as of the
Cobalt Closing | | | Customer relationships (Backlog) | | 18 months | | $ | 1,100 | | | Trade name – Cobalt | | 10 years | | | 2,000 | | | Building lease intangible asset – favorable lease | | 6 years | | | 771 | | | Total | | | | $ | 3,871 | | No measurement period
adjustments were recorded in the twenty-six weeks ended June 28, 2026.
| (in thousands) | |
Fair values
as of
June 28, 2026 | |
| Net assets acquired: | |
| |
| Accounts receivable | |
$ | 797 | |
| Prepaid expenses and other current assets | |
| 3,039 | |
| Property and equipment | |
| 241 | |
| Operating lease right-of-use assets | |
| 313 | |
| Other noncurrent assets | |
| 135 | |
| Intangibles | |
| 37,500 | |
| Contract liabilities | |
| (11,673 | ) |
| Accounts payable | |
| (203 | ) |
| Accrued expenses and other current liabilities | |
| (3,850 | ) |
| Operating lease liabilities | |
| (332 | ) |
| Fair value of net assets acquired | |
| 25,967 | |
| Consideration transferred | |
| 57,789 | |
| Goodwill recognized | |
$ | 31,822 | |
Intangible assets acquired and estimated useful lives were as follows
(in thousands):
| | | Estimated
useful life | | Provisional
fair values | | | Customer relationships | | 10 years | | $ | 30,600 | | | Trademark - Sunder | | 10 years | | | 6,100 | | | Developed technology - Sunder | | 2 years | | | 800 | | | Total | | | | $ | 37,500 | | The provisional fair values of identifiable assets acquired and liabilities assumed are identified below (in
thousands):
| | |
Provisional
fair values
as of the
Ambia Closing | |
| Net assets acquired: | |
| |
| Cash and cash equivalents | |
$ | 1,350 | |
| Accounts receivable | |
| 1,368 | |
| Contract assets - unbilled receivables | |
| 1,143 | |
| Prepaid expenses and other current assets | |
| 797 | |
| Property and equipment, net | |
| 2,230 | |
| Intangible assets | |
| 4,300 | |
| Operating lease right-of-use assets | |
| 2,563 | |
| Other noncurrent assets | |
| 182 | |
| Accounts payable | |
| (2,806 | ) |
| Accrued expenses and other current liabilities | |
| (2,917 | ) |
| Contract liabilities | |
| (1,675 | ) |
| Operating lease liabilities, noncurrent | |
| (2,702 | ) |
| Finance lease liabilities | |
| (1,269 | ) |
| Fair value of net assets acquired | |
| 2,564 | |
| Fair value of common stock issued | |
| 16,493 | |
| Fair value of Deferred Ambia Consideration Shares | |
| 16,879 | |
| Consideration transferred | |
| 33,372 | |
| Goodwill recognized | |
$ | 30,808 | |
As of the Ambia Closing, the intangible assets acquired and estimated
useful lives were as follows:
| | |
Estimated
useful life | |
Provisional
Fair values
as of the
Ambia Closing | |
| Customer relationships (Backlog) | |
1 year (1) | |
$ | 3,400 | |
| Trademarks - Ambia | |
1 year | |
| 900 | |
| Total | |
| |
$ | 4,300 | |
| (1) | Useful life is based upon customer consumption, expected to occur within one year. |
|
| Schedule of Operations of the Combined Business |
The pro forma
results do not necessarily reflect the actual results of operations of the combined business (in thousands):
| | |
Unaudited | |
| | |
Thirteen Weeks
Ended | | |
Twenty-Six Weeks
Ended | |
| | |
June 29 | | |
June 28, | | |
June 29, | |
| | |
2025 | | |
2026 | | |
2025 | |
| | |
| | |
| | |
| |
| Pro forma revenue | |
$ | 108,354 | | |
$ | 129,586 | | |
$ | 233,642 | |
| Pro forma net income (loss) | |
| (34,244 | ) | |
| 9,023 | | |
| (35,524 | ) |
|