6.            Acquisition:

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On August 18, 2022, the Company entered into a Share Purchase Agreement and purchased the entire share capital of Spinnakar Limited (“Spinnakar”) for an aggregate purchase price of approximately £9.8 million (equivalent to $11.8 million USD), subject to certain working capital and other adjustments, paid at closing plus a potential post-closing earn-out. The allocation of the purchase price was based upon the estimated fair value of Spinnakar’s net tangible and identifiable intangible assets as of the date of the acquisition. The transaction was accounted for under the purchase method of accounting. The purchase price allocation is final, with no measurement period adjustment made to the account balances recorded at the acquisition date.

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The purchase consideration included approximately $1.9 million fair value for potential earn-out consideration if certain targets are achieved, payable in cash, with $1.1 million included in accounts payable and accrued expenses and $0.8 million included in non-current liabilities as of June 30, 2023.

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