Contingent Consideration (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of financial instruments measured at fair value on a recurring basis

The following table summarizes information about the Company’s contingent consideration arrangements measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands):

	December 31, 2022
	Level 1		Level 2		Level 3		Total
DBOT - Contingent Considerationa	$	—	$	—	$	649	$	649
Tree Technology - Contingent Considerationb	—		—		118		118
Solectrac - Contingent Considerationc	—		—		100		100
Total	$	—	$	—	$	867	$	867

	December 31, 2021
	Level 1		Level 2		Level 3		Total
DBOT - Contingent Considerationa	$	—	$	—	$	649	$	649
Tree Technology - Contingent Considerationb	—		—		250		250
Solectrac - Contingent Considerationc	—		—		100		100
Total	$	—	$	—	$	999	$	999

Note:

(a)This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration was valued using the Black-Scholes Merton method. The Company issued 13.1 million shares during the year ended December 31, 2020 and partially satisfied this liability. No shares have been issued in the years ended December 31, 2022 and 2021, respectively.

(b)This represents the liability incurred in connection with the acquisition of Tree Technologies during the three months ended December 31, 2019 and as subsequently remeasured as of December 31, 2022 and 2021. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach.

(c)This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three contingent considerations that were entered into at closing. The fair value was determined using Monte-Carlo simulations.

Schedule of significant inputs and assumptions

The following table summarizes the significant inputs and assumptions used in the model:

	March 31, 2020		December 31, 2019
Risk-free interest rate	0.1%		1.6	%
Expected volatility	30%		30	%
Expected term (years)	0.08		0.25
Expected dividend yield	—	%	—	%

The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow approach:

	December 31, 2022	December 31, 2021
Weighted-average cost of capital	15.0%	15.0%
Probability	5%-20%	5%-10%

The following table summarizes the significant inputs and assumptions used in the model:

	December 31, 2022
Risk-free interest rate	3.4	%
Expected volatility	25.0	%
Expected discount rate	13.1	%

Schedule of reconciliation of level 3 fair value measurements

The following table summarizes the reconciliation of contingent consideration measured using Level 3 inputs (in thousands):

	Contingent Consideration
January 1, 2020	$	24,656
Measurement period adjustment	(1,990)
Settlement	(8,203)
Remeasurement loss/(gain) recognized in the income statement	(5,503)
December 31, 2020	8,960
Addition	1,639
Remeasurement loss/(gain) recognized in the income statement	(9,600)
December 31, 2021	999
Remeasurement loss/(gain) recognized in the income statement	(131)
December 31, 2022	$	867