ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2025

ACQUISITION

Schedule of total purchase consideration


		Amount
		USD
Cash consideration		$	1,000
Contingent consideration ⁽¹⁾			1,826
Total purchase consideration		$	2,826

(1)

The Company agreed to pay a cash earnout to the former sole shareholder of TBI based on the achievement against certain operational metrics in the 12-month and 24-month periods beginning on the closing date on which the TBI ceases to be subject to its S corporation election status under applicable law. The actual earnout is estimated to range between zero and $2,723. The fair value of the earnout was included in the initial purchase consideration and will be revalued and recorded at each reporting date until the end of the earnout period as a fair value adjustment within “Revaluation of contingent liabilities” in the Company’s consolidated statements of operations. As of September 30, 2025, the fair value of the earnout was $1,826, of which $928 was included in “Accrued expenses and other current liabilities”, and $898 was included in “Other non-current liabilities”, on the Company’s condensed consolidated balance sheets, respectively. The preliminary acquisition date fair value of the earnout is subject to subsequent measurement period adjustment as valuation is finalized. There are no deferred tax liabilities at acquisition as there is no difference between the tax and book basis of the contingent consideration.

Schedule of the fair value assigned to the assets acquired and liabilities assumed


		Amount
		USD
Cash consideration		$	1,000
Contingent consideration			1,826
Total purchase consideration		$	2,826

Cash acquired from acquisition of TBI		$	6
Intangible assets - licenses and carrier appointments ⁽¹⁾			582
Intangible assets - customer relationship ⁽¹⁾			241
Total Identifiable Net Assets			829
Goodwill ⁽²⁾		$	1,997

(1)

The intangible assets, including the licenses and carrier appointments, and customer relationship. The licenses and carrier appointments and customer relationship were valued using the multi-period excess earning method under income approach, which represents the excessive earnings generated by the asset that remains after a deduction for a return on other contributory assets. The estimated life of licenses and carrier appointments, customer relationship are indefinite and seven years, respectively. The screen test was not met, as the fair value was distributed across multiple distinct intangible assets rather than concentrated in a single identifiable asset or group of similar identifiable assets. There are no deferred tax assets at acquisition as there is no difference between the tax and book basis of the intangibles assets.

(2)

Goodwill arose in the acquisition of TBI was attributable to the benefit of expected synergies, revenue growth, future market development and the assembled workforce as of the date of acquisition and assigned to the Trucker Path segment as a separate Trucker Path Insurance reporting unit. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets. Goodwill arising from the acquisition is not expected to be deductible for tax purposes.