BuyCo is a privately held technology developer and manufacturer in the transportation industry. On October31, 20X1, BuyCo entered into an agreement with SellCo to purchase certain assets and assume certain liabilities of SellCo (the "Transaction"). BuyCo intends to incorporate the processes, economic resources, and technology acquired in the Transaction into itsexisting business toserve the transportation industry with energy
-efficient solutions and provide a return to its shareholders. The assets and liabilities acquired meet the definition of a business as defined in ASC 805-10, Business Combinations: Overall.
Pursuant to the agreement, BuyCo will transfer to the owners of SellCo cash of $2 million and 10 million shares of BuyCo common stock. BuyCo will also assumeliabilities of $4.5 million.
The terms of the agreementdefine the "liquidity event period" as the period beginning atthe closing of the Transaction and ending on December 31, 20X2. If BuyCo undergoes an IPO during the liquidity event period, and the 10 million shares received by SellCoin theTransactionhave a fair value of less than $20 million, BuyCo would berequired to issue up to 2 million additional sharesof common stock such that the total fair value of shares held by SellCo equals $20million(the "Share Value Commitment"). BuyCo would have sufficient authorized and unissued shares to settle the Share Value Commitment, and BuyCo would bepermitted to settle inunregistered shares.The agreement requires the Share Value Commitment to be settled in shares and under no conditions will BuyCo be required to settle the Share Value Commitment in cash.BuyCo has concluded that it is more likely than not that the number of shares required to settle the Share ValueCommitment will be less than 2 million.
The Transaction closed on December 31, 20X1, at which time BuyCo legally obtained control over the purchased assets andassumedliabilities ofSellCo. The fair value of BuyCo common stock was$1.85 per share on October 31, 20X1, $1.95 per share on December 31, 20X1, and $1.90 per share on June 30, 20X2. BuyCo hired Entity E, a third-party valuation specialist, to determine the fair value of the Share Value Commitment. On the basis ofthe current fair value of BuyCo common stock, the guaranteed valueof $20 million, the probability of an IPO occurring during the liquidityevent period, and other relevant valuation assumptions, Entity E estimated the fair value of the Share Value Commitment to be $1.4 million, $450,000, and $1.2 million on October 31, 20X1, December 31, 20X1, and June 30, 20X2, respectively.
Required:
1. Under current US GAAP, what is the total consideration transferred by BuyCo in the Transaction, and how should that consideration be measured?
2. Under current US GAAP, how should the Share Value Commitment be reflected on the December 31, 20X1, balance sheet of BuyCo?
3. Under current US GAAP, What journal entries, if any, are required to record the change in fair value for the Share Value Commitment between December 31, 20X1,and June 30, 20X2?
4. Please answer Question 1 and 2 above if it is under IFRS.