On October 31, 2023, we acquired 95.8% of the outstanding shares of Routejade, Inc. (“Routejade”). The following table summarizes the considerations for the acquisition.


Cash paid, net of acquisition-related seller expense		$	15,448
Issuance of Enovix common stock (5,923,521 shares)		52,779
Total purchase consideration		68,227
Less: net assets acquired
Net assets acquired, excluding liability assumed for acquisition-related seller expense	56,367
Liability assumed for acquisition-related seller expense	(357)
Net assets acquired		56,010
Goodwill		$	12,217

This acquisition (the “Routejade Acquisition”) constituted a business acquisition in accordance with FASB Accounting Standards Codification (“ASC”) (Topic 805), Business Combinations (“ASC 805”) for business combinations and, therefore, was accounted for as a business combination using the acquisition method of accounting. The tangible and intangible assets acquired and liabilities assumed were recorded based on their estimated fair values at the acquisition date.

The following table summarizes the final purchase price allocation based on the fair values of the assets acquired and liabilities assumed as of the acquisition date (in thousands).


Cash, cash equivalents and restricted cash acquired	$	5,481
Accounts and notes receivable, net (1)	1,796
Inventory	12,613
Prepaid expenses and other current assets	1,715
Property and equipment, net	28,579
Intangible assets	41,948
Goodwill	12,217



Other non-current assets	365
Debt assumed	(7,426)
Deferred revenue	(10,568)
Liabilities assumed	(3,182)
Deferred income tax liabilities	(12,294)
Fair value of net assets acquired	71,244
Less: non-controlling interest (2)	(3,017)
Total purchase consideration	68,227
Less: Cash, cash equivalents, restricted cash acquired	(5,481)
Total purchase price, net of cash acquired	$	62,746


(1)			The gross amount of the acquired accounts and notes receivable was $1.9 million, of which an immaterial amount is expected to be uncollectible.
(2)			The fair value of non-controlling interest is measured based on the fair values of net assets acquired at the acquisition date and the price for the equity shares and the portion of ownership not held by the acquirer.

The excess of the purchase price over the fair value of net assets acquired was recorded to goodwill. Goodwill is primarily attributable to the expected synergies from future expected economic benefits, including integrating electrode coating and battery pack manufacturing. Goodwill from this acquisition is not expected to be deductible for tax purposes.


	Goodwill




Balances as of December 31, 2023	$	12,098
Routejade Acquisition - measurement period adjustments(1)	119
Balances as of June 30, 2024	$	12,217

(1) Our purchase price allocation was finalized in the first quarter of 2024, which included a net adjustment of $0.1 million to goodwill and immaterial adjustments to other assets.

Intangible assets consist of customer relationships, developed technology and trade names and trademarks. Customer relationships relate to Routejade’s existing customer relationships for current and future business. Developed

technology relates to Routejade’s technology for manufacturing standard lithium-ion batteries with varying chemistries, which allows for design flexibility and the production of customized battery cells.


	Gross		Accumulated amortization		Net Carrying Amount		Weighted-average Useful Lives
Customer relationships	$	29,933	$	(1,991)	$	27,942	10 years
Developed technology	11,680		(1,110)		10,570		7 years
Trade Names and Trademarks	335		(73)		262		3 years
Total intangible assets	$	41,948	$	(3,174)	$	38,774

We acquired these intangible assets through the Routejade Acquisition in October 2023. For the quarter and fiscal year-to-date ended June 30, 2024, amortization of the intangible assets were $1.2 million and $2.4 million, respectively. As of June 30, 2024, the weighted average remaining useful lives for intangible assets was approximately 8.5 years.


	As of June 30, 2024
2024 (remaining 6 months)	$	2,379
2025	4,757
2026	4,829
2027	4,645
2028	4,645
Thereafter	17,519
Total estimated amortization expense	$	38,774

For the quarter ended June 30, 2024, our results of operations included $3.7 million of Routejade’s revenue and $2.0 million of Routejade’s net operating loss from operations. For the fiscal year-to-date ended June 30, 2024, our results of operations included $9.0 million of Routejade’s revenue and $5.1 million of Routejade’s net operating loss from operations.

The condensed consolidated unaudited proforma revenue for the quarters ended of June 30, 2024 and July 2, 2023, which included Routejade assuming the acquisition occurred on January 1, 2023, were approximately $3.8 million and $4.0 million, respectively. The condensed consolidated unaudited proforma revenue for both fiscal years-to-date ended June 30, 2024 and July 2, 2023, which included Routejade assuming the acquisition occurred on January 1, 2023, were approximately $9.0 million.

The condensed consolidated unaudited proforma net income related to this acquisition was not included because the impact on our consolidated results of operations was not material for the quarters and fiscal years-to-date ended June 30, 2024 and July 2, 2023.