Business Combination

3 Months Ended

Jun. 30, 2021

Disclosure of Asset Acquistion [Abstract]

BUSINESS COMBINATION

5. BUSINESS COMBINATION

Stock Purchase Agreement

On May 12, 2021, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with FoundationTV, Inc. (“FoundationTV”), to buy all of FoundationTV´s issued and outstanding stock in consideration of an aggregate of $5.2 million, of which $0.7 million was paid in cash and 1,483,129 shares of Class A common stock, which were valued at $2.5 million, were issued at closing stock price of $1.69 on the closing date of June 9, 2021, and an additional $2.0 million will be paid in eight equal installments of one installment on each six month anniversary of closing over forty-eight months, and a final lump sum payment of $225 thousand on the four year anniversary of the closing; reduced by $0.2 million settlement of a prior relationship. The Stock Purchase Agreement contained certain conditions to closing, including that the Company obtain approval of its stockholders, applicable lenders, and regulatory authorities, as applicable, and representations and warranties and covenants as are customary for transactions of this type. On June 9, 2021, the FoundationTV acquisition was consummated. The Company incurred transaction cost $36 thousand during the three months ended June 30, 2021. As of June 30, 2021, the deferred consideration is presented according to the agreed-upon cash payments, including a $0.5 million short-term payable and a long-term payable for $1.5 million.

Purchase Price
Purchase Price	$	5,237
Total purchase price	$	5,237
Allocation of purchase price
Developed technology		3,200
Goodwill		2,037
Total allocation of purchase price	$	5,237

The developed technology acquired in this transaction has a useful life of 10 years. Due to proximately of the closing date to the end of the quarter, the Company did not record any amortization expense during the three months ended June 30, 2021 related to the developed technology acquired in the business combination.

Below is the amortization expense per year for the developed technology acquired in the business combination:

2022 (remaining)	$	240
2023		320
2024		320
2025		320
2026		320
2027		320
2028		320
2029		320
2030		320
2031		320
2032		80
Total	$	3,200