BUSINESS COMBINATIONS (Tables)

12 Months Ended

Dec. 31, 2023

Envoy Technologies, Inc. [Member]

Business Acquisition [Line Items]

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

	Purchase Price Allocation (Preliminary)			Measurement Period Adjustments			Purchase Price Allocation (As Revised)
Purchase Consideration:
Cash	$	6,000		$	-		$	6,000
Deferred cash consideration		6,782			-			6,782
Common stock		18,118			-			18,118
Total Purchase Consideration	$	30,900		$	-		$	30,900
Less:
Trade name	$	291		$	(125	)	$	166
Customer relationships		4,170			(2,245	)		1,925
Internally developed technology		334			(159	)		175
Non-compete agreements		-			11			11
Property and equipment		1,802			-			1,802
Other assets		52			-			52
Notes payable- non current portion		(24	)		-			(24	)
Lease liability- non current portion		(1,730	)		-			(1,730	)
Debt-free net working capital deficit		(1,792	)		197			(1,595	)
Fair Value of Identified Net Assets	$	3,103		$	(2,321	)	$	782
Remaining Unidentified Goodwill Value	$	27,797		$	2,321		$	30,118

The components of debt free net working capital deficit are as follows:

	Purchase Price Allocation (Preliminary)			Measurement Period Adjustments			Purchase Price Allocation (As Revised)
Current assets:
Cash	$	19		$	-		$	19
Accounts receivable		391			-			391
Prepaid expenses and other current assets		254			-			254
Total current assets	$	664		$	-		$	664
Less current liabilities:
Accounts payable	$	853		$	-		$	853
Current portion of lease liability		591			-			591
Current portion of notes payable		7			-			7
Deferred revenue		229			-			229
Accrued expenses and other current liabilities		776			(197	)		579
Total current liabilities	$	2,456		$	(197	)	$	2,259
Net working capital deficit	$	(1,792	)	$	197		$	(1,595	)

 

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

	For the Years Ended December 31,
	2023			2022
	(Unaudited)			(Unaudited)
Revenues	$	140,765		$	64,509
Net loss	$	(204,949	)	$	(96,358	)

Sema Connect, Inc [Member]

Business Acquisition [Line Items]

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of SemaConnect:

	Purchase Price Allocation
Purchase Consideration:
Cash	$	46,136
Deferred cash consideration		40,600
Common stock		113,837
Total Purchase Consideration	$	200,573
Less:
Trade name	$	1,831
Customer relationships		15,055
Internally developed technology		3,607
Non-compete agreements		241
Property and equipment		614
Right of use asset		1,092
Other assets		449
Deferred revenue- non current portion		(702	)
Lease liability- non current portion		(611	)
Debt-free net working capital		4,558
Fair Value of Identified Net Assets	$	26,134
Remaining Unidentified Goodwill Value	$	174,439

The components of debt free net working capital are as follows:

Current assets:
Cash	$	3,753
Restricted cash		8,103
Accounts receivable		5,515
Inventory		5,472
Prepaid expenses and other current assets		1,309
Total current assets	$	24,152
Less current liabilities:
Accounts payable	$	2,305
Merger consideration payable		8,103
Current portion of lease liability		481
Current portion of notes payable		186
Deferred revenue		2,677
Accrued expenses and other current liabilities		5,842
Total current liabilities	$	19,594
Debt free net working capital	$	4,558

 

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

	For the Years Ended December 31,
	2022			2021
	(Unaudited)			(Unaudited)
Revenues	$	70,078		$	33,390
Net loss	$	(102,444	)	$	(69,012	)

Electric Blue Limited [Member]

Business Acquisition [Line Items]

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

	For the Years Ended December 31,
	2022			2021
	(Unaudited)			(Unaudited)
Revenues	$	62,002		$	25,076
Net loss	$	(92,705	)	$	(60,076	)

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of EB:

Preliminary purchase price allocation
	Purchase Price Allocation
Purchase Consideration:
Cash	$	12,651
Common stock		2,852
Contingent consideration		3,814
Total Purchase Consideration	$	19,317
Less:
Trade name	$	500
Customer relationships		4,856
Internally developed technology		515
Non-compete agreements		1,992
Property and equipment		4,325
Deferred revenue- non current portion		(2,689	)
Debt-free net working capital deficit		(625	)
Fair Value of Identified Net Assets	$	8,874
Remaining Unidentified Goodwill Value	$	10,443

 

The components of debt free net working capital are as follows:

	Purchase Price Allocation
Current assets:
Cash	$	1,291
Accounts receivable		1,618
Prepaid expenses and other current assets		508
Total current assets	$	3,417
Less current liabilities:
Accounts payable	$	647
Current portion of lease liabilities		22
Current portion of notes payable		611
Accrued expenses and other current liabilities		2,762
Total current liabilities	$	4,042
Debt free net working capital deficit	$	(625	)

Blue Corner [Member]

Business Acquisition [Line Items]

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date of Blue Corner:

Purchase price allocation

Purchase Consideration:
Cash	$	22,985
Common stock		790
Total Purchase Consideration	$	23,775
Less:
Fixed assets		1,322
Trade name		343
Customer relationships		1,800
Favorable leases		292
Internally developed technology		1,233
Non-compete agreements		148
Other liabilities		(144	)
Other assets		283
Debt-free net working capital deficit		(529	)
Fair Value of Identified Net Assets		4,748
Remaining Unidentified Goodwill Value	$	19,027

  

SCHEDULE OF PROFORMA INFORMATION OF OPERATIONS

	For the Year Ended December 31,
	2021			2020
	(Unaudited)			(Unaudited)
Revenues	$	23,882		$	10,771
Net loss	$	(55,942	)	$	(20,255	)