The Company acquired Silicon Radar GMBH (“Silicon Radar”) in February 2023, GEO Semiconductor, Inc. (“GEO”) in March 2023, Exalos in September 2023 and Kinetic in January 2024. These acquisitions were recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The following presents the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed for Kinetic, and the final allocation of the purchase consideration to the assets acquired and liabilities assumed for Exalos, Silicon Radar and GEO as of September 30, 2024:


	Kinetic		Exalos		Silicon Radar		GEO
Purchase price - cash consideration paid	$	3,200	$	—	$	8,653	$	91,076
Purchase price - cash consideration accrued	1,300		—		800		3,464

Less: cash acquired	—		(3,439)		(208)		(1,092)
Net cash consideration	$	4,500	$	(3,439)	$	9,245	$	93,448

Purchase price - equity consideration issued (common stock)	$	—	$	42,791	$	9,834	$	75,556
Purchase price - equity consideration issuable (common stock)	—		2,500		—		20,979
Total equity consideration	$	—	$	45,291	$	9,834	$	96,535


Contingent consideration	4,599		9,755		9,240		59,280
Net consideration	$	9,099	$	51,607	$	28,319	$	249,263

Estimated fair value of net assets and liabilities assumed:
Current assets other than cash	$	6,040	$	4,531	$	2,979	$	24,043
Property and equipment	962		1,253		781		178

Developed technology	455		23,100		4,950		69,330
In-process research & development	750		7,600		8,870		27,040
Customer relationships	250		6,870		4,340		14,220
Backlog	19		1,220		150		390
Trade name	97		4,300		2,130		10,320

Other non-current assets	729		—		17		10
Current liabilities	(752)		(3,541)		(1,585)		(6,084)
Deferred revenue	—		—		(512)		—
Deferred tax liabilities, non-current	—		(8,660)		(2,772)		(1,982)
Other non-current liabilities	(217)		—		—		(711)

Total fair value of net assets acquired	$	8,333	$	36,673	$	19,348	$	136,754

Goodwill	$	766	$	14,934	$	8,971	$	112,509

Because the acquisition related to Kinetic occurred within the last twelve months, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period, which is up to the point the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case to exceed more than one year from the date of the acquisition. Changes in the estimated fair values of the net assets recorded for the business combination of Kinetic upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction will change the allocation of the purchase price. Subsequent changes to the purchase allocation during the measurement period that are material will be recorded in the reporting period in which the adjustment amounts are determined. As of November 8, 2024, the

Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, inventory, property, plant and equipment, identifiable intangible assets, deferred taxes, goodwill, tax uncertainties, income taxes payable, contingent considerations and other liabilities. Specifically for the valuation of intangibles assets acquired, the Company used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions to determine the preliminary values. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill and/or deferred taxes.

On September 18, 2023, Ay Dee Kay Ltd. completed its acquisition of Exalos pursuant to that Share Sale and Purchase Agreement by and among Ay Dee Kay Ltd., the Company and all of the stockholders of Exalos, whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of Exalos. The closing consideration consisted of (i) approximately 6,613,786 shares of Class A common stock of the Company, with a fair value of $42,791; (ii) a contingent consideration with fair value of $9,755 at closing, payable in cash or Class A common stock, subject to Exalos’ achievement of certain revenue-based milestones through September 30, 2025; and (iii) a holdback of $2,500 subject to final release 12 months from the acquisition date payable in shares of Class A common stock. The purchase price is subject to working capital and other adjustments as provided in the Share Sale and Purchase Agreement.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition immediately expands the Company’s ADAS and User Experience product and technology offering to its global tier one and automotive OEM customer base. Specifically, indie can now leverage Exalos’ technology portfolio to extend its FMCW LiDAR portfolio. The goodwill is not expected to be deductible for tax purposes.

The Company incurred various acquisition-related costs, which were primarily legal expenses and recorded as part of the Selling, General and Administrative expenses. Total costs incurred were $621 during the year ended December 31, 2023. Total costs incurred are $262 for the nine months ended September 30, 2024.

The Company maintained an adjustment holdback for the purpose of providing security against any adjustment to the amounts at closing. The holdback period extended for 12 months from the closing date and was paid in shares of Class A common stock. On September 27, 2024, the adjustment holdback was settled and 610,975 shares of Class A common stock were issued with a final fair value of $2,548. Accordingly, the fair value of the adjustment holdback liability was reduced to zero as of September 30, 2024 and a loss of $48 was recorded in Other income (expense), net for the three and nine months ended September 30, 2024 in the condensed consolidated statement of operations.

Total purchase consideration transferred at closing also included contingent consideration that had a fair value of $9,755 as of the acquisition date. The acquisition date fair value of the contingent consideration was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller though the Monte Carlo simulation. The contingent consideration is comprised of two tranches, with maximum payout up to $13,500 and $6,500, respectively, both subject to Exalos achieving certain revenue targets. Both tranches are payable in cash or Class A common stock, at indie’s election, up to a maximum of $20,000, upon the achievement of a revenue threshold of $19,000 for the 12-month period ending on September 30, 2024 and the achievement of a revenue threshold of $21,000 for the 12-month period ending on September 30, 2025, respectively. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. The first and second tranche of this earn-out liability are both reflected in Contingent considerations in the condensed consolidated balance sheet as of September 30, 2024. On November 7, 2024, the first tranche of contingent consideration was settled through the issuance of 2,845,243 shares of Class A common stock and cash payment of $2,536.


	Preliminary Valuation		Adjustment		Final Valuation
Purchase price — contingent considerations	$	13,225	$	(3,470)	$	9,755

Inventory	1,934		123		2,057
Property and equipment	1,001		252		1,253
Developed technology	7,968		15,132		23,100
In-progress research & development	7,968		(368)		7,600
Customer relationships	5,312		1,558		6,870
Backlog	664		556		1,220
Trade name	3,984		316		4,300
Deferred tax liabilities, non-current	(5,330)		(3,330)		(8,660)
Operating lease right-of-use assets step-up	664		(664)		—
Goodwill	31,979		(17,045)		14,934

Change in the contingent considerations was driven by updating the valuation methodology from probability-weighted method to Monte Carlo Simulations analysis. The Company initially used the probability-weighted method to determine the fair value of the equity-based earn out as certain information was not available to conduct the Monte Carlo Simulations analysis.

Changes in fair value of inventory, property and equipment, operating lease right-of-use assets step-up and deferred tax liabilities were a result of gathering additional information during the measurement period. The Company also revised the initial values of intangible assets as a result of switching from utilizing publicly available benchmarking information to determine the fair value of the intangible assets to primarily utilizing an income method based on forecasts of expected future cash flows. As a result, the Company recorded an adjustment to increase the amortization of intangible assets of $554 in the condensed consolidated statement of operations during the three months ended September 30, 2024 that would have been recorded during year ended December 31, 2023 if the adjustment to the intangible assets had been recognized as of the date of the acquisition.

Developed technology relates to near-infrared super-luminescent diodes (“SLEDs”), which can be used in Fiber-Optic Gyroscopes (“FOG”) for aerospace and defense navigation systems and sensors for fiber-optic sensing applications. Exalos existing SLEDs technology is complementary to TeraXion’s fiber-optic technology and immediately expands indie’s ADAS and user experience product and technology. Developed technologies was valued using relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar technologies and was further adjusted to reflect the maintenance R&D expenses associated with sustaining the technology. The economic useful life was determined to be ten years based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

Trade name relates to the “Exalos” trade name. The fair value was determined by applying the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar brand names. The economic useful life was determined to be seven years.

The fair value of IPR&D was determined using the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar technologies and was further adjusted to reflect the maintenance R&D expenses associated with sustaining the technology.

judgment regarding the applicable discount rates to use to discount such estimates of cash flows. Because the estimates and assumptions made by management at the time of the acquisitions are unobservable and significant to the overall fair value measurement of these acquired identifiable intangible assets, the corresponding fair values are classified as Level 3 fair value hierarchy measurements.

On January 25, 2024 (“Deal Closing Date”), indie and ADK LLC completed its acquisition of Kinetic. The acquisition was consummated pursuant to an executed APA to acquire certain research and development personnel, intellectual property and business properties from Kinetic, in support of a custom product development for a North American electric vehicle OEM. The closing consideration consisted of (i) $3,200 in cash as the Initial Cash Consideration, net of an adjustment holdback amount of $500 and an indemnity holdback amount of $800, (ii) the Production Earnout with fair value of $2,348, 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) the Revenue Earnout with fair value of $2,251, 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 paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired as this acquisition brings the Company a new family of smart connectivity solutions that enable high-speed networking of displays and controllers throughout the vehicle, which already generated interest from OEMs. The goodwill is expected to be deductible for tax purposes.

The Company maintains an adjustment holdback and an indemnity holdback for the purpose of providing security against any adjustment to the amounts at closing. The adjustment holdback of $500 was released in July 2024 through a cash settlement while the indemnity holdback of $800 is reflected in Accrued expenses and other current liabilities as its holdback period extends for 18 months from the Deal Closing Date. The indemnity holdback will be paid in cash.

Total purchase consideration transferred at the Deal Closing Date also included contingent consideration that had a total fair value of $4,599 as of the acquisition date. The acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of two tranches and both are payable in cash or Class A common stock, at indie’s election. The Production Earnout pays up to a maximum of $3,000, upon fulfillment of certain production volume of a predetermined product within 24-month period ending on January 24, 2026. The Revenue Earnout pays up to a maximum of $2,500 upon the achievement of a minimum revenue threshold of $12,000 for the 12-month period ending on January 24, 2025. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. The Revenue Earnout is reflected in Contingent considerations and the Production Earnout is reflected in Other long-term liabilities in the condensed consolidated balance sheet as of September 30, 2024.