Quarterly report pursuant to Section 13 or 15(d)

BUSINESS COMBINATIONS (Tables)

v3.22.2.2
BUSINESS COMBINATIONS (Tables)
 9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule Of Reverse Recapitalization The aggregate consideration for the Acies Merger was approximately $1,041.0 million, payable in the form of the Company's Class A and Class B common stock and cash. The following table summarizes the merger consideration (in thousands, except per share information).
Consideration
Cash consideration $ 102,020 
Shares transferred at closing(1)
86,838 
Value per share $ 10.00 
Share consideration $ 868,380 
Total consideration $ 970,400 
Shares of common stock underlying vested options 7,060 
Value per share $ 10.00 
70,600 
Aggregate consideration $ 1,041,000 
(1)Excludes shares of common stock underlying stock options that are vested but unexercised as of the Closing Date of the Acies Merger. As the shares do not represent legally outstanding shares of common stock at Closing, they are excluded from the total consideration amount.
The following table reconciles the elements of the Acies Merger to the condensed consolidated statements of cash flows for the nine months ended September 30, 2021:
Cash - Acies Trust and cash (net of redemptions) $ 101,965 
Cash - PIPE 230,000 
Less: Cash consideration (102,020)
Less: Transaction costs (44,775)
Net Acies Merger and PIPE Financing $ 185,170 
Schedule of Purchase Price Allocation The following table summarizes the consideration paid for WonderBlocks and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:
Consideration:
Cash consideration $ 945 
Note receivable plus accrued interest conversion 1,055 
Contingent consideration 1,564 
Total consideration transferred $ 3,564 
Identifiable assets acquired and liabilities assumed:
Developed technology 2,403 
Other liabilities $ (15)
Total identifiable net assets $ 2,388 
Goodwill $ 1,176