CXApp Acquisition (Tables)

9 Months Ended

Sep. 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 (369,563 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 during the three months ended June 30, 2021	(136)
Less payments made during the three months ended September 30, 2021	(104)
Total acquisition liability	$	5,761

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 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 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 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	3
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	6
Tradename	2,170
Proprietary technology	8,740
Customer relationships	4,680
Non-compete agreements	2,690
Goodwill	17,432
Total assets acquired	38,724
Liabilities assumed:
Accounts payable	203
Deferred revenue	1,372
Accrued expenses and other liabilities	116
Deferred tax liability	4,505
Other tax liability, noncurrent	28
Total liabilities assumed	6,224
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