BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2022

NOTE 3 – BUSINESS COMBINATION

On March 5, 2022, the Company entered into a Share and Loan Purchase Agreement (the “Purchase Agreement I”) with Mosolf SE & Co. KG, a limited liability partnership incorporated under the laws of Germany (“Seller” or “Mosolf” and, together with CEGL and CEG, the “Parties”), pursuant to which Mosolf agreed to sell to the Company (i) 65% of the issued and outstanding shares (the “TME Shares”) in Cenntro Automotive Europe GmbH, previously known as Tropos Motors Europe GmbH, a German limited liability company (“CAE”), and (ii) 100% of the shareholder loan (the “Shareholder Loan”) which Mosolf previously provided to CAE (the “CAE Transaction”). CAE was one of Cenntro’s private label channel partners and has been one of Cenntro’s largest customers since 2019.

The CAE Transaction closed on March 25, 2022. At closing of the CAE Transaction, the Company paid Mosolf EUR3,250,000 (or approximately USD$3.6 million) for the purchase of the TME Shares and EUR11,900,000 (or approximately USD$13.0 million) for the purchase of the Shareholder Loan, for total aggregate consideration of EUR15,150,000 (or approximately USD$16.6 million). An aggregate of EUR3,000,000 (or approximately USD$3.3 million) of the purchase price is held in escrow to satisfy amounts payable to any of the buyer indemnified parties in accordance with the terms of the Purchase Agreement I.

The transaction constitutes a business combination for accounting purposes and is accounted for using the acquisition method under ASC 805. The Company is deemed to be the accounting acquirer and the assets and liabilities of CAE are recorded at the fair value as of the date of the closing.

On the acquisition date March 25, 2022, the allocation of the consideration of the assets acquired and liabilities assumed based on their fair value was as follows:

	Amount

Cash and cash equivalents	$	1,118,700
Inventories⁽¹⁾		6,144,219
Other current assets		3,209,947
Intangible assets		3,075,800
Goodwill⁽²⁾		11,409,990
Other non-current assets		580,748
Total assets		25,539,404
Loan from CAE		(13,072,150	)
Deferred tax liabilities⁽³⁾		(922,740	)
Other liabilities		(6,419,070	)
Total liabilities		(20,413,960	)
Total net assets		5,125,444
Less: Non-controlling interest		1,555,320
Net assets acquired by the Company		3,570,124

(1)	The inventories of $4,484,007 on the acquisition date was purchased from Cenntro.

(2)	Full impairment of goodwill has been provided as of December 31, 2022.

(3)	Deferred tax liabilities were calculated based on appreciation fair value of all intangible assets multiplied by income tax rate.

On December 13, 2022, the Company entered into another Share Purchase Agreement (the “Purchase Agreement II”) with Mosolf, pursuant to which Mosolf agreed to sell to the Company its remaining 35% of the issued and outstanding shares in CAE in exchange for a purchase price of EUR1,750,000 (or approximately USD$1.86 million) (the “Transaction”). The Transaction was closed on January 31, 2023, as a result, CAE became a wholly-owned subsidiary of the Company. This transaction was accounted for as equity transactions, no gain or loss was recognized in consolidated statement of operations. The difference between the fair value of the consideration paid and the amount by which the noncontrolling interest was adjusted was recognized in equity attributable to the Company.