BUSINESS COMBINATIONS (Tables)
|
3 Months Ended |
Jul. 31, 2026 |
|---|
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
|
| SCHEDULE OF PURCHASE CONSIDERATION |
The following table summarizes the provisional purchase price allocation
and fair value of the assets and liabilities acquired in this business acquisition:
SCHEDULE
OF PURCHASE CONSIDERATION
| PPA | |
Amount | |
| Book net assets / pre-acquisition equity | |
$ | 6,520,762 | |
| Development costs | |
| 54,792,136 | |
| Customer relationships | |
| 41,990,714 | |
| Less: Deferred tax liabilities | |
| (21,624,181 | ) |
| Net identifiable assets | |
| 81,679,431 | |
| Goodwill | |
| 58,320,569 | |
| Purchase consideration | |
$ | 140,000,000 | |
|
| SCHEDULE OF FAIR VALUE OF THE TOTAL CONSIDERATION TRANSFERRED |
The
fair value of the total consideration transferred is calculated as follows:
SCHEDULE
OF FAIR VALUE OF THE TOTAL CONSIDERATION TRANSFERRED
| Consideration | |
Amount | |
| Present value of Partial Payment ($30,000,000, undiscounted, due August 6, 2026, within five business days from the closing date) | |
$ | 29,948,029 | |
| Present value of Balance Payment ($20,000,000, undiscounted, due October 28, 2026, 90 days from the closing date) | |
| 19,041,225 | |
| Fair value of First earn-out contingent consideration ($25,500,000, undiscounted, due July 29, 2027) | |
| 21,540,103 | |
| Fair value of Second earn-out contingent consideration ($0, undiscounted, due July 29, 2027) | |
| - | |
| Fair value | |
| - | |
| Fair value of total consideration | |
$ | 70,529,357 | |
|
| SCHEDULE OF CONSIDERATION OF THE ASSETS ACQUIRED AND LIABILITIES |
The
allocation of consideration of the assets acquired and liabilities assumed based on their fair value was as follows:
SCHEDULE
OF CONSIDERATION OF THE ASSETS ACQUIRED AND LIABILITIES
| | |
Best life | |
| Fair value of consideration transferred (97% interest) | |
$ | 70,529,357 | |
| Fair value of non-controlling interests (3% interest) | |
| 2,181,320 | |
| Total fair value | |
| 72,710,677 | |
| | |
| | |
| Fair value of the assets acquired and the liabilities assumed (100%) | |
| | |
| Identifiable assets acquired: | |
| | |
| Cash | |
| 632,734 | |
| Accounts receivable | |
| 2,031,540 | |
| Prepayment | |
| 371,561 | |
| Inventory | |
| 3,205,047 | |
| Intangible assets, net | |
| 51,557,335 | |
| Total assets acquired | |
| 57,798,218 | |
| Liabilities assumed: | |
| | |
| Due to related parties | |
| 3,917,758 | |
| Payroll Payable | |
| 14,406 | |
| Deferred tax liabilities | |
| 8,506,960 | |
| Total liabilities assumed | |
| 12,439,125 | |
| Fair value of net identifiable assets acquired | |
| 45,359,093 | |
| | |
| | |
| Goodwill | |
$ | 27,351,584 | |
As
of the date of acquisition, the intangible assets acquired and estimated useful lives were as follows:
| | |
Estimated
useful life | | |
Fair values
at Closing | |
| Noncompete Agreement | |
| 5 | | |
$ | 24,454,803 | |
| Patent | |
| 10 | | |
| 9,383,893 | |
| Customer Relationship | |
| 11 | | |
| 17,718,639 | |
| Total | |
| | | |
$ | 51,557,335 | |
|