MERGER (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Fair Value of the Assets Acquired and Liabilities Assumed

The assets and liabilities were recorded at their fair values on the date of the Merger. The fair values below represent the Company’s preliminary determination of fair value of the assets acquired and liabilities assumed in the Merger.

	Amount
Tangible assets acquired and liabilities assumed:
Cash and marketable securities	$	68,746
Accounts receivable	79,087
Prepaid expenses	10,816
Property, plant & equipment, net	1,551
Internal-use software development costs, net	11,316
Other assets	8,205
Accounts payable	(9,798)
Deferred revenue	(60,768)
Accrued expenses and other current liabilities	(97,789)
Notes payable	(172,038)
VAT tax liability	(12,280)
Deferred tax liabilities	(146,322)
Other liabilities	(7,633)
Total tangible assets acquired and liabilities assumed	(326,907)
Intangible assets	555,500
Goodwill	836,093
Net assets acquired	$	1,064,686
Consideration:
Cash	$	444,948
Equity	619,738
Total consideration	$	1,064,686

Schedule of Acquired Finite-Lived Intangible Assets by Major Class

The intangible assets as of the closing date of the acquisition included:

	Amount		Weighted Average Useful Life (in Years)
Trademarks	$	243,200	10
Customer relationships	$	115,300	4
Technology	$	197,000	4
Total	$	555,500

Schedule of Pro Forma Net Revenue and Net Income

The following table provides unaudited pro forma information as if the Merger occurred as of January 1, 2021. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the Merger and acquisitions of RoadWarrior and CouponFollow occurred January 1, 2021. The pro forma results did not include any anticipated cost synergies or other effects of the merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor is it indicative of the future operating results of the combined company.

	Three months ended
	March 31, 2022		March 31, 2021
Pro forma revenue	$	235,983	$	193,201
Pro forma net (loss)	$	(32,796)	$	88,746