| Schedule of Total Consideration Transferred for Each Acquisition |
The following table summarizes the total consideration transferred for each acquisition: | in thousands | | Handa | | KMMI | | NSW | | KCM | | Total | | Equity | | $ | 2,026 | | $ | 12,106 | | $ | 4,864 | | $ | 4,068 | | | $ | 23,064 | | Purchase consideration payable to dissenting shareholders(1) | | | 4,798 | | | 27,920 | | | 6,499 | | | 8,996 | | | | 48,213 | | Settlement of preexisting relationship(2) | | | — | | | — | | | 643 | | | (643 | ) | | | — | | Total estimated consideration | | $ | 6,824 | | $ | 40,026 | | $ | 12,006 | | $ | 12,421 | | | $ | 71,277 | ____________ (1) The purchase consideration payable will be settled in Korean Won (KRW) (2) Represents the effective settlement of NSW’s existing accounts payable to KCM and KCM’s existing accounts receivable from NSW in connection with their concurrent acquisitions by EM LLC, which was determined based on the respective carrying values at the Closing Date.
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| Schedule of Provisional Amounts are Subject to Change, and any Adjustments are Expected to be Completed within the One-Year Measurement Period |
Accordingly, the provisional amounts are subject to change, and any adjustments are expected to be completed within the one-year measurement period from the acquisition date. | in thousands | | Handa | | KMMI | | NSW | | KCM | | Total | | Cash and cash equivalents | | $ | 457 | | | $ | 125 | | | $ | 701 | | | $ | 95 | | | $ | 1,378 | | | Non-trade accounts receivable, net | | | 18 | | | | 70 | | | | 930 | | | | 17 | | | | 1,035 | | | Non-trade accounts receivable – related parties | | | — | | | | — | | | | — | | | | — | | | | — | | | Accounts receivable, net | | | 70 | | | | — | | | | 1,527 | | | | — | | | | 1,597 | | | Accounts receivable – related parties | | | — | | | | — | | | | — | | | | — | | | | — | | | Inventories, net | | | 12 | | | | — | | | | 918 | | | | 437 | | | | 1,367 | | | Prepaid expenses and other current assets | | | 4 | | | | 17 | | | | 110 | | | | — | | | | 131 | | | Property, plant and equipment, net | | | 661 | | | | 1,654 | | | | 3,152 | | | | 2,698 | | | | 8,165 | | | Intangible assets, net | | | 4,540 | | | | 290 | | | | 1,470 | | | | 450 | | | | 6,750 | | | Other noncurrent assets | | | 43 | | | | 221 | | | | 51 | | | | 6 | | | | 321 | | | Total assets acquired | | | 5,805 | | | | 2,377 | | | | 8,859 | | | | 3,703 | | | | 20,744 | | | Accounts payable | | | (54 | ) | | | (79 | ) | | | (1,273 | ) | | | (168 | ) | | | (1,574 | ) | | Accounts payable – related parties | | | — | | | | — | | | | (869 | ) | | | — | | | | (869 | ) | | Short term debt | | | — | | | | (1,121 | ) | | | (367 | ) | | | (303 | ) | | | (1,791 | ) | | Short term debt – related parties | | | — | | | | — | | | | (2,165 | ) | | | (573 | ) | | | (2,738 | ) | | Current portion of long-term debt | | | (7 | ) | | | (16 | ) | | | (137 | ) | | | (398 | ) | | | (558 | ) | | Accrued expenses and other current liabilities | | | (67 | ) | | | (80 | ) | | | (1,025 | ) | | | (153 | ) | | | (1,325 | ) | | Long term debt | | | (338 | ) | | | (525 | ) | | | (280 | ) | | | (1,920 | ) | | | (3,063 | ) | | Other noncurrent liabilities | | | (153 | ) | | | (135 | ) | | | (369 | ) | | | (127 | ) | | | (784 | ) | | Total liabilities assumed | | | (619 | ) | | | (1,956 | ) | | | (6,485 | ) | | | (3,642 | ) | | | (12,702 | ) | | Net assets acquired | | | 5,186 | | | | 421 | | | | 2,374 | | | | 61 | | | | 8,042 | | | Goodwill | | | 1,648 | | | | 39,605 | | | | 9,632 | | | | 12,360 | | | | 63,245 | | | Noncontrolling interest | | | (10 | ) | | | — | | | | — | | | | — | | | | (10 | ) | | Total purchase price | | $ | 6,824 | | | $ | 40,026 | | | $ | 12,006 | | | $ | 12,421 | | | $ | 71,277 | |
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| Schedule of Finite-lived Intangible Assets Amortized Using Straight-line Method |
Finite-lived intangible assets that are being amortized using the straight-line method over their estimated useful lives as of January 5, 2026 consist of the following: | in thousands | | Handa | | KMMI | | NSW | | KCM | | Total | | Weighted
Average
Useful Life
(Years) | | Developed technology | | $ | 4,790 | | $ | — | | $ | 970 | | $ | 450 | | $ | 6,210 | | 14.7 | | Existing customer relationships | | | — | | | 290 | | | 500 | | | — | | | 790 | | 12.8 | | Total intangible assets | | $ | 4,790 | | $ | 290 | | $ | 1,470 | | $ | 450 | | $ | 7,000 | | 14.5 |
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| Schedule of Pro Forma Financial Information |
This pro forma information is for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the acquisitions been completed on that date, nor is it indicative of future results. | | | Three Months Ended
June 30,
(Unaudited) | | Six Months Ended
June 30,
(Unaudited) | | in thousands | | 2026 | | 2025 | | 2026 | | 2025 | | Pro Forma Revenue(1) | | $ | 1,636 | | | $ | 1,754 | | | $ | 3,515 | | | $ | 3,346 | | | Pro Forma Net Loss | | | (11,910 | ) | | | (40,176 | ) | | | (452,223 | ) | | | (60,502 | ) | ____________ (1) Since the acquisition of the Operating Companies on January 5, 2026, the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026 include revenue of $1.7 million and net loss of $3.1 million and revenue of $3.5 million and net loss of $4.8 million, respectively.
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