Quarterly report [Sections 13 or 15(d)]

Goodwill and Business Acquisition (Tables)

v3.25.3
Goodwill and Business Acquisition (Tables)
 9 Months Ended
Sep. 30, 2025
Goodwill and Business Acquisition [Abstract]  
Schedule of Purchase Consideration to Estimated Fair Value of Assets Acquired and Liabilities

The following table summarizes the consideration paid for Apeiro and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.

 

Purchase price consideration:      
Cash   $ 12,024,896  
         
Estimated fair value of assets acquired:        
Cash and cash equivalents and restricted cash   $ 5,535,975  
Certificates of deposit     907,229  
Other current assets     644,854  
Property and equipment     78,494  
Intangible assets     3,982,000  
Total estimated fair value of assets acquired     11,148,552  
         
Estimated fair value of liabilities assumed:        
Accounts payable     1,534,122  
Customer Prepayments     3,108,382  
Other payables     624,326  
Deferred tax liability     878,839  
Total estimated fair value of liabilities assumed     6,145,669  
         
Net Assets Acquired   $ 5,002,883  
         
Goodwill   $ 7,022,013  
Schedule of Pro Forma Information Presents Company’s Results of Operations

Our results for the nine months ended September 30, 2025 include results from Apeiro between September 1, 2025 and September 30, 2025. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Apeiro had occurred on January 1, 2024. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred on January 1, 2024 or what the Company’s operating results will be in future periods.

 

    (Unaudited)  
    Three Months Ended
September 30,		     Nine Months Ended
September 30,		  
    2025     2024     2025     2024  
Revenue, net   $ 11,495,560     $ 2,449,292     $ 26,208,880     $ 5,969,152  
Net loss attributable to common stockholders   $ (8,803,649 )   $ (10,678,382 )   $ (36,229,446 )   $ (30,918,420 )
Net loss per share – basic and diluted   $ (0.03 )   $ (0.15 )   $ (0.21 )   $ (0.46 )
Schedule of Amount of Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 are as follows:

 

    OAS  
Balance as of January 1, 2024 and 2025   $ 27,751,921  
Goodwill acquired     7,022,013  
Balance as of September 30, 2025   $ 34,773,934