| Schedule of Consideration |
The following table summarizes
the consideration paid for Airobotics 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 |
|
|
|
| Common Stock – 2,844,291 Shares |
|
$ |
5,261,938 |
|
| Vested Stock Options – 605,349 Shares |
|
|
700,690 |
|
| Warrants – 586,440 Warrants to purchase shares |
|
|
- |
|
| Total purchase price consideration |
|
$ |
5,962,628 |
|
| |
|
|
|
|
| Estimated fair value of assets
acquired: |
|
|
|
|
| Cash and cash equivalents and restricted cash |
|
$ |
1,049,454 |
|
| Accounts receivable |
|
|
112,245 |
|
| Inventory |
|
|
1,494,707 |
|
| Other current assets |
|
|
835,664 |
|
| Property and equipment |
|
|
3,015,602 |
|
| Right of use asset |
|
|
339,104 |
|
| Intangible assets |
|
|
6,057,926 |
|
| Other long-term assets |
|
|
62,851 |
|
| Total estimated fair value of assets acquired |
|
|
12,967,553 |
|
| |
|
|
|
|
| Estimated fair value of liabilities assumed: |
|
|
|
|
| Accounts payable |
|
|
969,242 |
|
| Customer Prepayments |
|
|
1,602,535 |
|
| Government grant liability |
|
|
1,783,403 |
|
| Other loans |
|
|
1,140,301 |
|
| Other payables |
|
|
1,156,057 |
|
| Lease liabilities |
|
|
385,450 |
|
| Loan from related party |
|
|
2,032,875 |
|
| Total estimated fair value of liabilities assumed |
|
|
9,069,863 |
|
| |
|
|
|
|
| Net Assets Acquired |
|
$ |
3,897,690 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
2,064,938 |
|
|
| Schedule of Operating Results |
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, 2022 or what the Company’s operating results will be in future periods.
| |
|
(Unaudited) |
|
| |
|
Three months ended June 30,
2022 |
|
|
Six months ended June 30,
2023 |
|
|
Six months ended June 30,
2022 |
|
| Revenue, net |
|
$ |
733,219 |
|
|
$ |
8,096,991 |
|
|
$ |
1,558,417 |
|
| Net loss |
|
$ |
(15,351,465 |
) |
|
$ |
(23,841,450 |
) |
|
$ |
(27,915,904 |
) |
| Basic Earnings Per Share |
|
$ |
(0.34 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.63 |
) |
| Diluted Earnings Per Share |
|
$ |
(0.34 |
) |
|
$ |
(0.48 |
) |
|
$ |
(0.63 |
) |
|
| Schedule of Carrying Amount of Goodwill |
The Company has recognized goodwill as part of the American Robotics
acquisition in 2021 and Airobotics acquisition in 2023. The changes in the carrying amount of goodwill for the six months ended June 30,
2023 and year ended December 31, 2022, are as follows:
| |
|
American
Robotics |
|
| Balance as of January 1, 2022 |
|
$ |
45,026,583 |
|
| Impairment loss |
|
|
(19,419,600 |
) |
| Balance as of December 31, 2022 |
|
|
25,606,983 |
|
| Goodwill acquired |
|
|
2,064,938 |
|
| Balance as of June 30, 2023 |
|
$ |
27,671,921 |
|
|