Contingent Consideration (Tables)

3 Months Ended

Mar. 31, 2023

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 financial instruments 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):

	March 31, 2023
	Level I		Level II		Level III		Total
DBOT - Contingent consideration1	$	—	$	—	$	649	$	649
Tree Technology - Contingent consideration2	—		—		78		78
Solectrac - Contingent consideration3	—		—		100		100
VIA - Contingent consideration4	$	—	$	—	$	60,721	$	60,721
Total	$	—	$	—	$	61,548	$	61,548

	December 31, 2022
	Level I		Level II		Level III		Total
DBOT - Contingent consideration1	$	—	$	—	$	649	$	649
Tree Technology - Contingent consideration2	—		—		118		118
Solectrac - Contingent consideration3	—		—		$	100	100
Total	$	—	$	—	$	867	$	867

1 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 Company issued 11.3 million shares during the year ended December 31 2020 and still have the obligation to issue 1.0 million shares March 31, 2023 and December 31, 2022.

2 This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of March 31, 2023 and 2022. The fair value of the Tree Technology contingent consideration was valued using a probability-weighted discounted cash flow approach.

3 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.

4 This represents the liability incurred in connection with the acquisition of VIA. 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.

Summary of significant inputs and assumptions

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

	March 31. 2023 and December 31, 2022
Risk-free interest rate	0.1%
Expected volatility	30%
Expected term (years)	0.08
Expected dividend yield	—	%

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

	March 31, 2023	December 31, 2022
Weighted-average cost of capital	15.0%	15.0%
Probability	5%-20%	5%-20%

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

	March 31, 2023 and December 31, 2022
Risk-free interest rate	3.4%
Expected volatility	25.0%
Expected discount rate	13.1%

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

	March 31, 2023
Risk-free interest rate	3.7	%
Expected volatility	65.0	%
Expected discount rate	13.9	%

Schedule of reconciliation of level 3 fair value measurements

The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands):

	Contingent Consideration
January 1, 2023	$	867
Addition	73,628
Remeasurement loss/(gain) recognized in the statement of operations	(12,947)
March 31, 2023	$	61,548