(1)
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For
accounting purposes, the purchase price represents the fair value of the equity interest Altanine, as the accounting acquirer, would
have had to issue to give the owners of the legal acquirer (i.e. Polomar) the same ownership interest they hold after the Merger.
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Although
Polomar’s shares traded at $0.20 on the OTC market, management concluded this price was not representative of fair value due
to minimal trading volume and the company’s nominal net assets. Instead, the fair value of the consideration transferred was
determined based on an independent valuation as of July 23, 2025 of the combined entity, which implied a total post-merger equity
value of $200.7 million. Given Polomar legacy shareholders’ 19% ownership interest, the fair value of the equity interest acquired
(i.e., the consideration transferred) was estimated at $39,789,000 million, including approximately $598k of assumed interest-bearing
debt and $407k of assumed non-interest liabilities. The independent valuation has not been finalized or audited. Additionally,
such valuation may be amended and/or updated at the time of the closing of the merger; however, the Company does not anticipate the consideration
to be materially different. |