Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

For its consolidated financial statements as of December 31, 2023 and the year then ended, management reviewed and evaluated material subsequent events from the consolidated balance sheet date of December 31, 2023 through February 29, 2024, the date the consolidated financial statements were issued.

Kinetic Technologies

On January 25, 2024 (the “Deal Closing Date”), indie and ADK LLC executed an Asset Purchase Agreement (the “APA”) to acquire certain R&D personnel, IP and business properties from Kinetic Technologies (“Kinetic”), in support of a custom product development for a North American electric vehicle OEM. The closing consideration consisted of (i) $4,500 in cash as the Initial Cash Consideration, subject to adjustments for the an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) $3,000 of total contingent considerations, payable in cash or Class A common stock, subject to achievement of certain production based milestones 24 months after the Deal Closing Date, and (iii) $2,500 of contingent considerations, payable in cash or Class A common stock, subject to achievement of certain revenue based milestones 12 months after the Deal Closing Date. The purchase price is subject to working capital and other adjustments as provided in the APA. The indemnity holdback amount is payable within five business days after the 18-month anniversary of the Deal Closing Date and is payable in shares of Class A common stock.

The Company expects to account for this transaction as business combinations and is currently evaluating the purchase price allocation. It is not practicable to disclose the preliminary purchase price allocation or unaudited pro forma combined financial information for the transaction, given the short period of time between the acquisition date and the issuance of these consolidated financial statements.