Quarterly report pursuant to Section 13 or 15(d)

CXApp Acquisition (Tables)

v3.21.2
CXApp Acquisition (Tables)
6 Months Ended
Jun. 30, 2021
Business Combination And Asset Acquisition [Abstract]  
Schedule of Business Acquisitions
The following table represents the preliminary purchase price (in thousands).

Cash $ 1,667 
Stock (1,179,077 number of common stock shares)
1,403 
Total Purchase Price $ 3,070 
The following table represents the purchase price (in thousands).

Cash $ 61 
Stock (316,768 number of common stock shares)
429 
Total Purchase Price $ 490 
The following table represents the preliminary purchase price (in thousands).

Cash $ 22,500 
Stock (8,849,538 number of common stock shares)
10,000 
Total Purchase Price $ 32,500 
Schedule of Business Acquisitions by Acquisition, Contingent Consideration The following represents the amounts that were recorded to Acquisition Liability (in thousands):
Acquisition Liability
Current
Option payout $ 296 
Bonus payout 34 
Seller transaction expenses 72 
Miscellaneous accrued expenses 174 
Total current $ 576 
Noncurrent
Option payout $ 493 
Bonus payout 57 
Holdback funds 4,875 
Total noncurrent 5,425 
6,001 
Less Payments made as of June 30, 2021 (136)
Total acquisition liability $ 5,865 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The purchase price is allocated as follows (in thousands):
Fair Value Allocation
Assets Acquired:
Other receivable $ 44 
Developed technology 1,200 
Customer relationships 395 
Tradename & Trademarks 279 
Non-compete agreements 495 
Goodwill 520 
$ 2,933 
Liabilities Assumed:
Deferred Revenue $ 733 
733 
Total Purchase Price $ 2,200 
The preliminary purchase price is allocated as follows (in thousands):

Fair Value Allocation
Intangible assets:
Trademarks $ 296 
Webstores & Websites 404 
Goodwill 200 
Total net assets acquired $ 900 
The preliminary purchase price is allocated as follows (in thousands):
Fair Value Allocation
Assets Acquired:
Developed technology $ 1,701 
Non-compete agreements 399 
Total Purchase Price $ 2,100 
The preliminary purchase price is allocated as follows (in thousands):
Fair Value Allocation
Assets acquired:
Cash and cash equivalents 301 
Trade and other receivables 576 
Inventory 827 
Prepaid expenses and other current assets 103 
Operating lease right-of-use asset 557 
Property, plant, and equipment 433 
Tradename 51 
Proprietary Technology 1,213 
Customer Relationships 1,055 
Non-compete Agreements 610 
In-Process R&D 505 
IP Agreement 178 
Goodwill 3,501 
Total assets acquired $ 9,910 
Liabilities assumed:
Accounts payable 526 
Lease liabilities 557 
Restructuring Costs 214 
Accrued Liabilities 361 
Total liabilities assumed 1,658 
Total Purchase Price $ 8,252 
The following table summarizes the preliminary purchase price allocations relating to the Acquisition (in thousands):
Fair Value Allocation
Assets acquired:
Cash and cash equivalents $ 1,851 
Accounts receivable 36 
Inventory 144 
Other current assets 37 
Property and equipment 105 
Other assets
Tradename 689 
Proprietary technology 3,190 
Customer relationship 933 
Goodwill 286 
Total assets acquired $ 7,274 
Liabilities assumed:
Accounts payable $ 957 
Accrued expenses and other liabilities 436 
Total liabilities assumed 1,393 
Estimated fair value of net assets acquired: 5,881 
Less: Non Controlling Interest (2,811)
Estimated fair value of net assets acquired attributable to the Company $ 3,070 
Assets Acquired (in thousands):

Developed Technology $ 429 
Non-compete Agreements 61 
Total Purchase Price $ 490 
The following table summarizes the preliminary purchase price allocations relating to the Acquisition (in thousands):
Fair Value Allocation
Assets acquired:
Cash and cash equivalents 1,312 
Trade and other receivables 1,626 
Prepaid expenses and other current assets 68 
Property, plant, and equipment
Tradename 2,170 
Proprietary technology 8,740 
Customer relationships 4,680 
Non-compete agreements 2,690 
Goodwill 17,166 
Total assets acquired 38,458 
Liabilities assumed:
Accounts payable 203 
Deferred revenue 1,106 
Accrued expenses and other liabilities 116 
Deferred tax liability 4,505 
Other tax liability, noncurrent 28 
Total liabilities assumed 5,958 
Estimated fair value of net assets acquired: 32,500 
Schedule of Business Acquisitions, Acquisition Related Costs The below table details the acquisition-related costs for the Acquisition (in thousands):
Professional fees $ 154 
Consulting fees 150 
Total acquisition costs $ 304 
The below table details the acquisition-related costs for the Acquisition (in thousands):
Accounting fees $ 115 
Legal fees 360 
Total acquisition costs $ 475