ACQUISITION OF GOe3, LLC

9 Months Ended

Mar. 31, 2025

Acquisition Of Goe3 Llc

ACQUISITION OF GOe3, LLC

NOTE E – ACQUISITION OF GOe3, LLC

On March 15, 2024, the Company acquired 100% ownership of GOe3, LLC (“GOe3”). The combination has been accounted for in the accompanying consolidated financial statements as an “acquisition” transaction. Accordingly, the financial position and results of operation of the Company prior to March 15, 2024 has been excluded from the accompanying consolidated financial statements. The Company acquired a 100% interest in exchange for “Exchange Shares” valued at $ 1,921,409 and the potential issuance of New Preferred Stock of the Company.

The following table summarizes the aggregate preliminary purchase price consideration paid to acquire GOe3, LLC.

	As of March 15, 2024
Exchange shares to be issued	$	1,921,409
Contingent consideration (i)		5,764,227
Total purchase price	$	7,685,636

(i) Contingent consideration is based on the following:

Earn-Out Milestones. Seller shall receive shares of the New Preferred Stock (“New Preferred”) valued at up to $5,764,227, based on the following earn-out milestones:

(i)	Upon receipt of GSA number and approval/awarding of the GSA grant/contract, Seller shall receive the second 25% of the New Preferred;
(ii)	Upon sales reaching $2.5 million from the installation of charging stations, Seller shall receive the third 25% of the New Preferred;
(iii)	Upon sales reaching $10 million from the installation of charging stations, Seller shall receive the fourth 25% of the New Preferred; and
(iv)	Upon issuance of 100% of the New Preferred Shares, and subsequent conversion into Common Stock, GOe3 shall own 70% of the fully diluted shares of Common Stock of GTLL.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2025 and 2024

(Unaudited)

NOTE E – ACQUISITION OF GOe3, LLC (cont’d)

In addition, at and after Closing:

(i)

GOe3 shall become a wholly owned subsidiary of GTLL at Closing. Any intellectual property, patents or trademarks held by GOe3 shall remain within GOe3. Any new intellectual property, patents or trademarks filed for GOe3’s proprietary charging stations shall be filed under GOe3;

(ii)

At Closing, Bruce Brimacombe remained as President of GOe3 and was appointed as a member of the Board of Directors of GTLL and as Chairman of the Board of Directors, a candidate to be named in the near future shall be retained as CFO/COO of GTLL. Mr. Brimacombe shall enter into an Employment Agreement, Indemnification Agreement and a Board of Directors Services Agreement with GTLL. Fred Kutcher shall remain as a director and President of GTLL and its wholly owned subsidiary, 10 Fold Services, LLC. GTLL shall appoint a new board member at Closing bringing the total number of directors at Closing to three (3). Additional director changes/additions shall be as follows:

a.	Upon the achievement of Milestone (ii), Both GTLL and GOe3 shall appoint a new board member, bringing the total number of board members to five (5).
b.	Upon achievement of Milestone (iii), GOe3 shall appoint a new board member replacing one of the GTLL board members. Mr. Brimacombe shall be named President of GTLL.

Details regarding the book values and fair values of the net assets acquired are as follows:

	Book Value			Fair Value			Difference
		(Unaudited)			(Unaudited)			(Unaudited)
Cash	$	735		$	735		$	-
Loan receivable		25,000			25,000			-
Intangible assets		25,000			25,000			-
Loan payable		(50,819	)		(50,819	)		-
Net Total	$	(84	)	$	(84	)	$	-

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2025 and 2024

(Unaudited)

NOTE E – ACQUISITION OF GOe3, LLC (cont’d)

Acquisitions

Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.

Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Real properties are marked to fair value for valuation of the total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

The changes in the carrying amount of goodwill for the period from March 15, 2024 through March 31, 2025 were as follows:

Balance as of March 15, 2024	$	7,685,636
Additions and adjustments (i)		(3,842,818	)
Balance as of March 31 2025	$	3,842,818

(i) During the third quarter of fiscal 2025 (first calendar quarter of 2025), the Company performed an interim goodwill impairment analysis on the GOe3, LLC acquisition and its $7,685,636 goodwill balance based on assessed potential indicators of impairment, including recent disruptions to the domestic Electric Vehicle ("EV"), the increasing uncertainty of near-term demand requirements, supply constraints and financing constraints. In the previous 2024 annual goodwill impairment evaluation, this reporting unit had a fair value of approximately 100% of the carrying value. The impairment assessment and valuation method requires the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. As a result of the goodwill impairment evaluation, the Company determined that the fair value of the GOe3, LLC acquisition was below carrying value, including goodwill, by $3,842,818. This was primarily due to changes in the timing and amount of expected cash flows resulting from lower projected revenues, profitability and cash flows due to near-term reductions in the EV market. Consequently, during the third quarter of 2025, the Company recorded a $3,842,818 impairment charge for the partial impairment of the GOe3, LLC acquisition goodwill.