What happened
On October 6, 2026, Beam Global (NASDAQ: BEEM) agreed to acquire all ScoutDI AS shares for a $24 million base price. ScoutDI develops and supplies drones and specialized planning, analysis and reporting solutions to industrial inspection service providers in the oil and gas and maritime sectors. If the deal closes, ScoutDI will become a wholly owned subsidiary.
The base price is 10% Beam Global common stock and 90% cash. Beam Global will hold 15% of the base price in escrow for 18 months. Sellers may choose more stock instead of cash, but any stock issuance is capped at 4,622,400 shares without shareholder approval.
Key numbers
| Metric | Latest | Change | Source |
|---|---|---|---|
| Base purchase price | $24 million | SEC 8-K | |
| Stock portion of base price | 10% | SEC 8-K | |
| Cash portion of base price | 90% | SEC 8-K | |
| Escrow holdback | 15% | SEC 8-K | |
| 2026 target earn-out | $2.4 million | SEC 8-K | |
| 2027 revenue threshold | $4 million | SEC 8-K |
Why it matters
OptimistFi's case is that Beam Global needs repeatable commercial and international business, not only U.S. federal procurement. This deal fits that view by adding a Norway-based business tied to industrial inspection service providers in the oil and gas and maritime sectors.
The $24 million base price is 10 times the $2.4 million target 2026 earn-out. That means the upfront price is much larger than the first revenue-based kicker. The 2026 earn-out starts at 10% of target revenue at $3.5 million, reaches 100% at $3.8 million, and tops out at $3.8 million when revenue reaches $4.5 million.
For fiscal 2027, sellers receive $2.00 for each $1.00 of revenue above $4 million. Earn-out payments can be made in cash or stock, subject to the Share Cap. The final purchase price can still change for cash, debt, working capital and transaction expenses.
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What's next
Closing depends on Beam Global receiving the ScoutDI financial statements needed for SEC reporting and on there being no material adverse effect on ScoutDI. If closing has not happened by November 4, 2026, either side can end the agreement unless both sides extend the date. The agreement can also end sooner if either side has an uncured material breach.
If the transaction closes, the earn-out will depend on ScoutDI's fiscal 2026 and 2027 revenue. No 2026 earn-out is payable if revenue is below $3.5 million. The 2026 target earn-out is $2.4 million.
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Sources
- SEC 8-K — Current report announcing the Share Sale and Purchase Agreement
- Exhibit 2.1 — Share Sale and Purchase Agreement dated October 6, 2026
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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.
