BUSINESS COMBINATION (Tables)

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarizes the preliminary purchase price allocation to assets acquired and liabilities assumed (in thousands):

				Weighted Average
	Amount			Useful Life (in years)
Purchase consideration:
Cash paid at closing(1)	$	8,245
Cash in escrow(2)		3,263
Holdback amount(3)		2,928
Advances to Ibeo(4)		7,120
Total purchase consideration	$	21,556
Inventory	$	1,197
Other current assets		703
Operating lease right-of-use asset		234
Property and equipment, net		5,330
Intangible assets:
Acquired technology		17,987			13
Order backlog		26			1
Contract liabilities		(1,178	)
Operating lease liabilities		(234	)
Deferred tax liabilities		(803	)
Total identifiable net assets	$	23,262
Bargain purchase gain(5)		(1,706	)

(1)	Represents $7.6 million in cash paid at closing and $0.7 million in cash paid shortly after close.
(2)	Recorded as restricted cash and accrued liability to Ibeo in our condensed consolidated balance sheet. Pursuant to the terms of the Asset Purchase Agreement, $3.3 million will be withheld from the Purchase Price and held in escrow for a maximum period of 13 months post-Closing as partial security for potential claims arising out of or in connection with the Asset Purchase Agreement.
(3)	Recorded in accrued liability to Ibeo in our condensed consolidated balance sheet. Payment of this amount is pending review of holdback from the sellers.
(4)	Represents $4.1 million and $3.0 million in cash advanced to Ibeo in December 2022 and January 2023, respectively.
(5)	The bargain purchase gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration and is included in bargain purchase gain in the Condensed Consolidated Statement of Operations. The bargain purchase gain was attributable to the negotiation process with Ibeo during its insolvency proceedings resulting in cash consideration paid being less than the fair value of the net assets.

SCHEDULE OF BUSINESS ACQUISITION, PRO FORMA INFORMATION

The following table summarizes the unaudited pro forma results (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Total revenue	$	1,047			63			2,707			5,580
Net loss		(23,469	)		(34,874	)		(60,506	)		(91,963	)