Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.22.2
Business Combinations (Tables)
12 Months Ended
Feb. 28, 2022
Disclosure Of Business Combinations [Abstract]  
Summary of the Acquisition Date Fair Value of the Purchase Consideration Transferred

The following table summarizes the acquisition date fair value of the purchase consideration transferred:

 

 

US$

 

 

 

 

 

 

Cash

 

 

4,000,000

 

Contingent consideration (discounted)

 

 

3,189,972

 

Total purchase consideration

 

 

7,189,972

 

 

Summary of Contingent Consideration Made up of the Components Recorded in other Payables in the Statement of Financial Position

Contingent consideration made up of the components below, is recorded in other payables in the statement of financial position:

Payable on first anniversary upon achievement of cumulative revenue milestones

 

 

1,000,000

 

Payable on second anniversary upon achievement of cumulative revenue milestones

 

 

1,000,000

 

Earn-out (as described below)

 

 

2,000,000

 

 

Summary of Estimated Earn-out The revised criteria for the earn-out as defined in the addendum and the estimates of the amount of contingent consideration that will be earned have been set out as follows

 

 

Estimated

Earn-out

 

 

 

US$

 

Achieve earn-out revenue of minimum US$2,000,000 from acquisition date to June 30, 2022

 

 

500,000

 

Onboard 300 new customers on the IT platform commencing March 1, 2022

 

 

225,000

 

Submit US$1 billion in trade value of qualified deals as defined in the addendum on or after March 1, 2022

 

 

375,000

 

Establish partnerships with at least 3 new financial institutions as defined in the addendum on or after March 1, 2022

 

 

375,000

 

Achieve an annual recurring revenue of US$10 million as defined in the addendum

 

 

525,000

 

Total estimated earn-out

 

 

2,000,000

 

 

Summary of the Estimated Fair Values of Assets Acquired and Liabilities Assumed as of the Acquisition Date

The following table summarizes the estimated fair values of Invoice Bazaar assets acquired and liabilities assumed as of the acquisition date:

 

 

US$

 

 

 

 

 

 

Intangible assets

 

 

2,594,968

 

Loan receivables

 

 

159,456

 

Cash and cash equivalents

 

 

172,623

 

Other current assets

 

 

31,667

 

Non-controlling interests

 

 

(31,979

)

Other payables

 

 

(399,612

)

Total identifiable net assets acquired

 

 

2,527,123

 

 

Summary of the Goodwill Arising from the Acquisition has been Recognized

Goodwill arising from the acquisition has been recognized as follows:

 

 

 

 

US$

 

Purchase consideration

 

 

 

 

7,189,972

 

Non-controlling interest, based on their proportionate interest in the

   recognised amounts of the assets and liabilities of IB

 

 

 

 

(31,979

)

Fair value of identifiable net assets

 

 

 

 

(2,527,123

)

Goodwill

 

 

 

 

4,630,870