ACQUISITION

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITION

ACQUISITIONS

Star Operating Companies

On August 22, 2025, the Company completed its previously announced acquisition of SOC pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”). This resulted in a business combination pursuant to ASC 805, Business Combinations.

The terms of the Merger Agreement determined consideration for the purchase as follows: at the Effective Time, (i) each share of common stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Company common stock and (ii) each share of preferred stock of SOC issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Star 10% Series A Cumulative Perpetual preferred stock (“Preferred Stock”). As a result of the Merger, former SOC common stockholders received approximately 744,291 shares of Star common stock for their SOC common shares and former SOC stockholders received approximately 2,690,637 shares of Preferred Stock. No fractional shares of Star common stock were issued in the Merger, and SOC stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. The total consideration paid for SOC, which represents the fair value of the common and preferred stock, totaled approximately $32,174. Prior to the completion of the Merger Agreement, the Company determined that the Merger Agreement was in the best interests of the Company and for each of the Star and the SOC stockholders.

In accordance with ASC 805, Business Combinations, we accounted for this transaction as a business combination and recorded the acquired assets of SOC at their estimated fair value. The valuation of assets acquired and liabilities assumed has not yet been finalized as of September 30, 2025. The purchase price allocation is preliminary and subject to change, including the valuation of property and equipment, intangible assets, inventory, income taxes, and goodwill, among other items. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the acquisition date. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquisition date fair value. The fair values of assets acquired and liabilities assumed were determined using valuation techniques consistent with ASC 820, Fair Value Measurement. These fair value measurements are considered nonrecurring and were determined as of the acquisition date. As noted in Note 2, Description of Business, SOC is reported as part of our Building Solutions, Energy Services, and Investments segments. The Company incurred transaction costs related to the SOC Acquisition of $1,600 that were expensed as part of “Office and general”.

The following table sets forth the purchase price allocation of SOC to the estimated fair value of assets acquired as of the acquisition date:

	Fair Value
Assets Acquired:
Cash and cash equivalents	$	4,641
Restricted cash, current	597
Investments in equity securities	2,561
Accounts receivable	11,815
Inventories, net	9,558
Prepaid and other	1,515
Property and equipment, net	17,959
Operating lease right-of-use assets	8,608
Long term investments	953
Notes receivable, net of current portion	6,768
Restricted cash, non-current	1,729
Assets Acquired	$	66,704
Liabilities Assumed:
Current payables	$	3,203
Operating lease liabilities, current portion	228
Accrued salaries, commissions and benefits	2,165
Accrued expenses and other current liabilities	4,266
Deferred revenue	3,609
Short-term debt	6,042
Long-term debt	6,630
Operating lease liabilities, net of current portion	8,387
Liabilities Assumed	$	34,530
Fair value of consideration transferred	$	32,174

The revenue and net loss of SOC from August 22, 2025 through September 30, 2025 totaled $10,921 and $166, respectively.

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 nine months ending September 30, 2025 and 2024:

	Three Months Ended  September 30,				Nine Months Ended September 30,
Pro-forma	2025		2024		2025		2024
Revenue	$	62,136	$	50,516	$	166,174	$	142,720
Gross Profit	$	25,356	$	21,420	$	69,786	$	59,155
Net loss	$	(1,852)	$	(2,816)	$	(2,022)	$	(12,166)

Alpha Consulting Group Acquisition

On July 23, 2025, the Company announced that it had acquired Alpha Consulting Group (“ACG”) (“Seller”), a Japan-based provider of recruitment services. The acquisition of ACG represents the Company’s entry into the Japanese market as part of its localization strategy for its Business Services segment. In connection with the ACG acquisition, the Seller received total $146 in cash, subject to certain adjustments, at closing. There were no earn-out payment arrangements associated with the transaction. The ACG acquisition was accounted for as a business combination under the acquisition method of accounting. The total purchase price of $146 consisted of $200 paid in cash, net of cash acquired of $14, and a working capital adjustment of negative $68. The purchase price was allocated to the net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date, with the excess recorded as goodwill. The Company incurred $11 of transaction costs related to the ACG Acquisition, which were expensed as part of “Office and general.”

The Company’s Consolidated Statements of Operations for the three months ended September 30, 2025, included revenue of $87 and net loss of $49 from ACG.

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