| SCHEDULE OF BUSINESS COMBINATION RECOGNIZED ASSET ACQUIRED AND LIABILITY ASSUMED |
The
following table sets forth the purchase price allocation of SOC to the estimated fair value of assets acquired as of the acquisition
date:
SCHEDULE
OF BUSINESS COMBINATION RECOGNIZED ASSET ACQUIRED AND LIABILITY ASSUMED
| | |
Fair
Value | |
| Assets
Acquired: | |
| | |
| Cash
and cash equivalents | |
$ | 4,641 | |
| Restricted
cash, current | |
| 597 | |
| Investments
in equity securities | |
| 2,561 | |
| Accounts
receivable | |
| 11,463 | |
| Inventories,
net | |
| 9,101 | |
| Note
receivable, current portion | |
| 269 | |
| Prepaid
and other | |
| 1,246 | |
| Property
and equipment, net | |
| 17,959 | |
| Operating
lease right-of-use assets | |
| 8,608 | |
| Long
term investments | |
| 953 | |
| Notes
receivable, net of current portion | |
| 8,473 | |
| Restricted
cash, non-current | |
| 1,729 | |
| Assets
Acquired | |
$ | 67,600 | |
| Liabilities
Assumed: | |
| | |
| Current
payables | |
| 3,203 | |
| Accrued
salaries, commissions and benefits | |
| 2,165 | |
| Accrued
expenses and other current liabilities | |
| 5,162 | |
| Short-term
debt | |
| 6,042 | |
| Deferred
revenue | |
| 3,609 | |
| Operating
lease liabilities, current portion | |
| 228 | |
| Long-term
debt, net of current portion | |
| 6,630 | |
| Operating
lease liabilities, net of current portion | |
| 8,387 | |
| Liabilities
Assumed | |
$ | 35,426 | |
| | |
| | |
| Fair
value of consideration transferred | |
$ | 32,174 | |
Below
is a summary of the fair value of the net assets acquired on the acquisition date:
| | |
Fair
Value | |
| Assets
Acquired: | |
| | |
| Cash
and cash equivalents | |
$ | 10 | |
| Accounts
receivable | |
| 29 | |
| Prepaid
and other | |
| 5 | |
| Intangible
assets | |
| 95 | |
| Goodwill | |
| 242 | |
| Restricted
cash, non-current | |
| 4 | |
| Assets
Acquired | |
$ | 385 | |
| Liabilities
Assumed: | |
| | |
| Current
payables | |
$ | 77 | |
| Accrued
salaries, commissions and benefits | |
| 3 | |
| Accrued
expenses and other current liabilities | |
| 126 | |
| Deferred
tax liabilities | |
| 33 | |
| Liabilities
Assumed | |
$ | 239 | |
| | |
| | |
| Fair
value of consideration transferred | |
$ | 146 | |
|
The
following table sets forth the purchase price allocation of SOC to the estimated fair value of assets acquired as of the acquisition
date:
SCHEDULE
OF BUSINESS COMBINATION RECOGNIZED ASSET ACQUIRED AND LIABILITY ASSUMED
| | |
Fair
Value | |
| Assets
Acquired: | |
| | |
| Cash
and cash equivalents | |
$ | 4,641 | |
| Restricted
cash, current | |
| 597 | |
| Investments
in equity securities | |
| 2,561 | |
| Accounts
receivable | |
| 11,463 | |
| Inventories,
net | |
| 9,101 | |
| Note
receivable, current portion | |
| 269 | |
| Prepaid
and other | |
| 1,246 | |
| Property
and equipment, net | |
| 17,959 | |
| Operating
lease right-of-use assets | |
| 8,608 | |
| Long
term investments | |
| 953 | |
| Notes
receivable, net of current portion | |
| 8,473 | |
| Restricted
cash, non-current | |
| 1,729 | |
| Assets
Acquired | |
$ | 67,600 | |
| Liabilities
Assumed: | |
| | |
| Current
payables | |
$ | 3,203 | |
| Accrued
salaries, commissions and benefits | |
| 2,165 | |
| Accrued
expenses and other current liabilities | |
| 5,162 | |
| Short-term
debt | |
| 6,042 | |
| Deferred
revenue | |
| 3,609 | |
| Operating
lease liabilities, current portion | |
| 228 | |
| Long-term
debt, net of current portion | |
| 6,630 | |
| | |
| | |
| Operating
lease liabilities, net of current portion | |
| 8,387 | |
| Liabilities
assumed | |
$ | 35,426 | |
| | |
| | |
| Fair
value of consideration transferred | |
$ | 32,174 | |
Below
is a summary of the fair value of the net assets acquired on the acquisition date:
| | |
Fair
Value | |
| Assets
Acquired: | |
| | |
| Cash
and cash equivalents | |
$ | 10 | |
| Accounts
receivable | |
| 29 | |
| Prepaid
and other | |
| 5 | |
| Intangible
assets | |
| 95 | |
| Goodwill | |
| 242 | |
| Restricted
cash, non-current | |
| 4 | |
| Assets
Acquired | |
$ | 385 | |
| Liabilities
Assumed: | |
| | |
| Current
payables | |
$ | 77 | |
| Accrued
salaries, commissions and benefits | |
| 3 | |
| Accrued
expenses and other current liabilities | |
| 126 | |
| Deferred
tax Liabilities | |
| 33 | |
| Liabilities
Assumed | |
$ | 239 | |
| | |
| | |
| Fair
value of consideration transferred | |
$ | 146 | |
|
| SCHEDULE OF BUSINESS COMBINATION INTANGIBLE ASSET ACQUIRED FINITE-LIVED |
The
following represents certain information from the unaudited pro forma Condensed Consolidated Statement of Operations as if SOC had been
included in the consolidated results of the Company for the three and six months ended June 30, 2025:
SCHEDULE
OF BUSINESS COMBINATION INTANGIBLE ASSET ACQUIRED FINITE-LIVED
| Pro-forma | |
2025 | | |
2025 | |
| | |
Three
Months Ended June
30, | | |
Six
Months Ended June
30, | |
| Pro-forma | |
2025 | | |
2025 | |
| Revenue | |
$ | 59,249 | | |
$ | 104,039 | |
| Gross
profit | |
$ | 24,888 | | |
$ | 44,422 | |
| Net
income (loss) | |
$ | 2,763 | | |
$ | (169 | ) |
|
The
following unaudited consolidated pro forma information gives effect to the acquisitions of SOC as if the transactions had occurred on
January 1, 2024.
SCHEDULE OF BUSINESS COMBINATION INTANGIBLE ASSET ACQUIRED FINITE-LIVED
| Pro-forma | |
2025 | | |
2024 | |
| | |
Year
ended December 31, | |
| Pro-forma | |
2025 | | |
2024 | |
| Revenue | |
$ | 222,967 | | |
$ | 193,415 | |
| Gross
Profit | |
$ | 93,995 | | |
$ | 81,207 | |
| Net
loss attributable to common shareholders | |
$ | (6,589 | ) | |
$ | (17,248 | ) |
|