Annual report pursuant to Section 13 and 15(d)

Mergers and Acquisitions (Tables)

v3.24.0.1
Mergers and Acquisitions (Tables)
12 Months Ended
Dec. 31, 2023
Mergers and Acquisitions (Details) [Line Items]  
Schedule of fair value of even financial inc.'s acquired assets and liabilities assumed

The fair value of Even Financial Inc.’s acquired assets and liabilities assumed were as follows:

 

 

 

February 17,

 

 

 

2022

 

Assets

 

 

 

Cash and cash equivalents

 

$

4,501

 

Enterprise receivables

 

 

9,863

 

Property and equipment

 

 

441

 

Intangible assets

 

 

182,640

 

Goodwill

 

 

111,474

 

Other assets

 

 

3,354

 

Total assets

 

 

312,273

 

Liabilities

 

 

 

Accounts payable and accrued liabilities

 

 

9,258

 

Deferred tax liability

 

 

29,073

 

Other liabilities

 

 

2,846

 

Total liabilities

 

 

41,177

 

Net assets and liabilities acquired

 

$

271,096

 

Schedule of changes in the liability related to the Earnout and Preferred Stock Equivalents

The following table presents the changes in the liability related to the Earnout and Preferred Stock Equivalents:

 

 

 

 

 

 

Preferred Stock

 

 

 

Earnout

 

 

Equivalents

 

Balance as of December 31, 2022

 

$

6,946

 

 

$

1,997

 

Change in fair value of contingent consideration

 

 

(5,047

)

 

 

(1,386

)

Settlement of contingent consideration

 

 

(1,899

)

 

 

(611

)

Balance as of December 31, 2023

 

$

 

 

$

 

Summary of Quantitative Information and Certain Assumptions Regarding Level 3 Fair Value Measurement

The following table presents the quantitative information regarding Level 3 fair value measurement of warrants:

 

 

December 31,

 

2022

 

Strike price(1)

$345.00

 

Expected Volatility

 

79

%

Expected Dividend - Class A Common Stock

 

 

Expected Term in Years

 

3.73

 

Risk Free Interest Rate

 

4.14

%

Warrant Value Per Share(1)

$18.60

 

 

(1)
Prior period results have been adjusted to reflect the Reverse Stock Split of the Class A Common Stock at a ratio of 1-for-30 that became effective April 24, 2023. See Note 1, “Description of Business and Basis of Presentation,” for details.
Schedule of the company's pro forma revenue and net loss

The Company’s pro forma revenue and net loss for the twelve months ended December 31, 2022 below have been prepared as if Even Financial Inc. had been purchased on January 1, 2022. The Company made certain pro forma adjustments related to amortization of intangible assets, intercompany activity and interest expense.

 

 

Twelve Months Ended December 31, 2022

 

 

(unaudited)

 

Revenue

$

349,844

 

Net loss

$

(193,495

)

ML Enterprise [Member] | Earnout and Preferred Stock Equivalents [Member]  
Mergers and Acquisitions (Details) [Line Items]  
Summary of Quantitative Information and Certain Assumptions Regarding Level 3 Fair Value Measurement

The following table presents the quantitative information and certain assumptions regarding Level 3 fair value measurement of the Earnout and Preferred Stock Equivalents:

 

 

December 31,

 

2022

 

Expected Volatility

 

105

%

Expected Dividend - Class A Common Stock

 

 

Expected Term in Years

 

5.00

 

Risk Free Interest Rate

 

3.93

%