EX-99.2 4 kscp-20260227xex99d2.htm EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Overview

On February 27, 2026 (the “Closing Date”), Knightscope, Inc., a Delaware corporation (the “Company” or “Knightscope”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Event Risk LLC, an Indiana limited liability company (“Event Risk”), and Eric Rose (the “Seller”), pursuant to which Knightscope acquired all of the issued and outstanding membership interests of Event Risk (the “Acquired Interests”).

Pursuant to the Purchase Agreement, the aggregate consideration for the acquisition of Event Risk includes a closing cash payment of $5.0 million, the assumption and full discharge of approximately $1.1 million in indebtedness, and the issuance of 1,724,418 shares of Knightscope Class A Common Stock. The agreement also stipulates deferred cash payments totaling $4.0 million, to be paid in quarterly installments of $0.5 million from March 31, 2027, through December 31, 2028. Additionally, the transaction provides for potential contingent consideration, which includes (i) up to $2.0 million in Earn-Out Payments tied to 2026 revenue and gross margin percentage thresholds, (ii) Cash Revenue Share Payments for 2027-2031 capped at an aggregate of $10.0 million, and (iii) potential Equity Revenue Share Issuances capped at the lesser of 2.5% of fully diluted shares outstanding or $3.0 million in grant-date value. These contingent considerations are defined in the Purchase Agreement and incorporated herein by reference.

For purposes of this filing, the Purchase Agreement is referred to as the "Transaction".

Unaudited Pro Forma Financial Information

The following unaudited pro forma condensed combined financial statements of operations have been derived from the Company’s historical consolidated financial statements and are presented to give effect to the Transaction. A pro forma condensed combined balance sheet as of March 31, 2026 is not provided because the Transaction is already reflected in the Company’s unaudited interim condensed consolidated balance sheet included in the Form 10-Q for the period ended March 31, 2026 filed on May 15, 2026. Additionally, all relevant adjustments that would be expected in the pro forma balance sheet are clearly disclosed in the Form 10-Q.

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 give effect to the Transaction as if it had occurred on January 1, 2025.

The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to events that are (i) directly attributable to the Transaction, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined company. The unaudited pro forma condensed combined statements of operations reflect non-recurring transaction charges directly related to the Transaction that the combined company has incurred in furtherance of consummation of the Transaction, as well as transaction costs incurred, but not yet recorded, subsequent to March 31, 2026. Further, the tax rate used for these unaudited pro forma condensed combined financial statements is an estimated effective tax rate, which will likely vary from the actual effective rate in periods subsequent to the completion of the Transaction.

The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles (“US GAAP”). The Company has been treated as the “accounting acquirer” and Event Risk as the “accounting acquiree” in the Transaction for accounting and financial reporting purposes. The pro forma adjustments are based upon the information currently available and certain assumptions and estimates that the Company believes are reasonable as of the date hereof as described in the accompanying notes. The following unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025, are based on the historical financial statements of Knightscope and Event Risk. These unaudited pro forma condensed combined financial statements and information are provided for illustrative and informational purposes only. They do not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transaction been completed as of the assumed date or for the periods presented, or which may be realized in the future, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

An updated determination of the fair value of Event Risk’s assets acquired and liabilities assumed will be performed within one year of closing of the Transaction. The final purchase price allocation may be materially different from the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase price allocated to goodwill, and other assets and liabilities, which may impact the combined entity’s balance sheet and statement of operations. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact


on the accompanying unaudited pro forma condensed combined financial information and the combined entity’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined entity may achieve as a result of the Transaction or the costs necessary to achieve any such cost savings, operating synergies, or revenue enhancements.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the:

accompanying notes to the unaudited pro forma condensed combined financial statements;
unaudited historical financial statements of the Company as of and for the three months ended March 31, 2026;
audited historical financial statements of the Company as of and for the year ended December 31, 2025;
audited historical consolidated financial statements of Event Risk, Inc. as of and for the years ended December 31, 2025 and 2024 included in Exhibit 99.1 in the Form 8-K/A filed with the Securities and Exchange Commission on May 15, 2026.


KNIGHTSCOPE, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2026

(in thousands, except per share amounts)

Knightscope, Inc.

Event Risk, Inc.

Pro Forma

Historical

January 1

Historical

through

Transaction

Pro Forma

March 31,

February 26,

Accounting

Combined

2026

2026

Adjustments

Note

Company

Revenue, net

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Service

$

4,172

$

3,946

$

$

8,118

Product

 

1,844

 

 

 

1,844

Total revenue, net

 

6,016

 

3,946

 

 

9,962

Cost of revenue

 

  ​

 

  ​

 

  ​

 

  ​

Service

 

4,242

 

2,776

 

 

7,018

Product

 

1,309

 

 

 

1,309

Total cost of revenue

 

5,551

 

2,776

 

 

8,327

Gross margin

 

465

 

1,170

 

 

1,635

Operating expenses:

 

  ​

 

  ​

 

  ​

 

  ​

Research and development

 

4,681

 

 

 

4,681

Sales, general and administrative

 

6,112

 

499

 

(658)

 

3 (aa)
3 (bb)
3 (cc)

 

5,953

Total operating expenses

 

10,793

 

499

 

(658)

 

10,634

Income (loss) from operations

 

(10,328)

 

671

 

658

 

(8,999)

Other income (expense):

 

  ​

 

 

 

Interest expense, net

 

(15)

 

(16)

 

16

3 (dd)

 

(15)

Other income, net

 

23

 

50

 

 

73

Total other income

 

8

 

34

 

16

 

58

Net income (loss) before income tax expense

 

(10,320)

 

705

 

674

 

(8,941)

Income tax expense

 

 

156

 

(156)

3 (ee)

 

Net income (loss)

$

(10,320)

$

549

$

830

$

(8,941)

Basic and diluted net loss per common share

$

(0.74)

 

$

(0.60)

Weighted average shares used to compute basic and diluted net loss per share

 

13,857,319

 

 

1,092,132

3 (ff)

 

14,949,451

See accompanying notes to the unaudited pro forma condensed combined financial information.


KNIGHTSCOPE, INC.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025

(in thousands, except per share amounts)

Knightscope, Inc.

Event Risk, Inc.

Pro Forma

Historical

Historical

Transaction

Pro Forma

December 31,

December 31,

Accounting

Combined

2025

2025

Adjustments

Note

Company

Revenue, net

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Service

$

7,968

$

15,366

$

$

23,334

Product

 

3,367

 

 

 

3,367

Total revenue, net

 

11,335

 

15,366

 

 

26,701

Cost of revenue

Service

 

12,324

 

12,246

 

 

24,570

Product

 

3,786

 

 

 

3,786

Total cost of revenue

 

16,110

 

12,246

 

 

28,356

Gross margin (loss)

 

(4,775)

 

3,120

 

 

(1,655)

Operating expenses:

Research and development

 

12,486

 

 

 

12,486

Sales, general and administrative

 

16,619

 

3,312

 

2,423

 

3 (aa)
3 (bb)
3 (cc)

 

22,354

Restructuring charges

 

11

 

 

 

11

Total operating expenses

 

29,116

 

3,312

 

2,423

 

34,851

Loss from operations

 

(33,891)

 

(192)

 

(2,423)

 

(36,506)

Other income (expense):

Interest expense, net

 

(39)

 

(73)

 

73

3 (dd)

 

(39)

Other income, net

 

115

 

1

 

 

116

Total other income (expense)

 

76

 

(72)

 

73

 

77

Net loss before income tax expense

 

(33,815)

 

(264)

 

(2,350)

 

(36,429)

Income tax expense

 

 

23

 

(23)

3 (ee)

 

Net loss

$

(33,815)

$

(287)

$

(2,327)

$

(36,429)

Basic and diluted net loss per common share

$

(4.00)

$

(3.58)

Weighted average shares used to compute basic and diluted net loss per share

 

8,458,337

1,724,418

 

3 (ff)

 

10,182,755

See accompanying notes to the unaudited pro forma condensed combined financial information.


KNIGHTSCOPE, INC.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.

Basis of Presentation

The unaudited pro forma condensed combined financial statements are prepared in accordance with Article 11 of SEC Regulation S-X, as amended January 1, 2021. The historical financial information has been adjusted to give effect to the events that are (i) directly attributable to the Transaction, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the operating results of the combined company. The historical financial information of Event Risk is presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The acquisition accounting adjustments relating to the Transaction are preliminary and subject to change, as additional information becomes available and as additional analyses are performed. There can be no assurances that the final valuations will not result in material changes to this preliminary purchase price allocation. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of any anticipated benefits from cost savings or synergies that may result from the Transaction or to any future integration costs. The unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of the combined company following the Transaction.

2.

Preliminary Purchase Price Allocation

Pursuant to the Purchase Agreement, on the Transaction closing date, all of Event Risk’s outstanding membership units will automatically convert into the right to receive its pro rata portion of the aggregate consideration. The total aggregate consideration for the Transaction is approximately $18.0 million and includes share issuances of 1,724,418 Knightscope, Inc. Class A common shares as detailed below. Additionally, the Purchase Agreement requires potential contingent consideration consisting of: (i) up to $2.0 million in Earn-Out Payments tied to 2026 performance, (ii) Cash Revenue Share Payments for calendar years 2027–2031 capped at $10.0 million, and (iii) potential Equity Revenue Share Issuances capped at the lesser of 2.5% of fully diluted shares or $3.0 million.

(a)

The preliminary Purchase consideration is calculated as follows:

Totals

  ​ ​ ​

(in thousands)

Cash at close

$

5,000

Payoff of debt

 

1,141

Fair value of common stock to be delivered

7,277

Deferred consideration

 

2,463

Contingent consideration

 

2,729

Less: Fair value of non-compete asset

 

(570)

Total consideration

$

18,040

(b)

Preliminary Purchase Allocation

The accounting for the Transaction, including the preliminary total aggregate consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair values of assets acquired and liabilities assumed of Event Risk, the Company used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions. The Company has, and is expected to use, widely accepted income-based, market-based, and cost-based valuation approaches upon finalization of purchase accounting for the Transaction. Actual results may differ materially from the assumptions within this unaudited pro forma condensed combined financial information.

The unaudited pro forma adjustments are based upon available information and certain assumptions the Company believes are reasonable under the circumstances.

In connection with the Transaction, the Company recorded contingent consideration liabilities. These liabilities are measured to fair value at each reporting period, with the corresponding change in fair value recognized in earnings.


The following table summarizes the preliminary purchase price allocation as of the date of the Transaction:

Estimated Fair Value

  ​ ​ ​

(in thousands)

Assets acquired:

 

  ​

Cash and cash equivalents

$

644

Accounts receivable, net of allowance for credit losses

 

1,787

Prepaid expenses and other current assets

 

118

Property, equipment and software, net

 

30

Goodwill

 

7,676

Customer relationships

 

15,500

Total assets acquired

25,755

Accounts payable

 

942

Accrued expenses and other current liabilities

 

6,118

Deferred revenue

 

655

Total liabilities assumed

7,715

Estimated Purchase consideration

$

18,040

3.

Pro Forma Statements of Operations Adjustments

Pro forma Transaction Accounting Adjustments for the three months ended March 31, 2026 and for the year ended December 31, 2025

Certain pro forma adjustments have been reflected in the unaudited pro forma condensed combined statements of operations to give effect to the Transaction.

(aa)

Reflects the adjustment for identifiable intangible assets recognized at their preliminary estimated fair values in connection with the Transaction, as determined in the Company's condensed consolidated financial statements for the period ended March 31, 2026. Fair value of the acquired intangible assets was determined using an income approach, specifically the multi-period excess earnings method or relief-from- royalty method, depending on the nature of the respective assets. The identifiable intangible assets include customer relationships and non-compete asset, which are being amortized on a straight-line basis over their estimated useful lives ranging from 5 to 6.7 years. The pro forma adjustment reflects the incremental amortization expense that would have been recognized within sales, general, and administrative expenses had these assets been recorded at fair value as of the beginning of the periods presented.

Three months ended

Year ended

Estimated

March 31, 2026

December 31, 2025

Fair Value

Useful life

amortization expense

amortization expense

  ​ ​ ​

(in thousands)

  ​ ​ ​

(years)

  ​ ​ ​

(in thousands)

  ​ ​ ​

(in thousands)

Customer relationships

$

15,500

 

6.7

$

361

$

2,313

Non-compete asset

 

570

 

5

 

18

114

$

16,070

$

379

$

2,427

(bb)

Reflects the adjustments to remove non-recurring transaction costs directly related to the Transaction. These costs, recorded within sales, general, and administrative expenses in the historical financial statements, consist of:

$133 thousand incurred by the Company acquirer for the year ended December 31, 2025.

$984 thousand incurred by the Company for the three months ended March 31, 2026.

$76 thousand incurred by Event Risk for the three months ended March 31, 2026.

(cc)

Reflects an adjustment for incremental compensation expense related to a new employment agreement with the Seller, entered into as part of the Transaction. This adjustment includes $23 thousand for the three months ended March 31, 2026, and $129 thousand for the year ended December 31, 2025, which are recognized within sales, general, and administrative expenses.

(dd)

Reflects an adjustment for removal of interest expense relating to debt paid off at closing by the Company on the Seller’s behalf and included as consideration transferred. This adjustment includes $16 thousand for the three months ended March 31, 2026, and $73 thousand for the year ended December 31, 2025, which are recognized within interest expense, net.

(ee)

Reflects an adjustment for the removal of income tax expense recognized by Event Risk as this expense will not recur in the combined tax structure of the Company. This adjustment includes $156 thousand for the three months ended March 31, 2026, and $23 thousand for the year ended December 31, 2025, which are recognized within income tax expense.

(ff)

Reflects the impact of the issuance of additional shares of Knightscope common stock as consideration transferred in the Transaction on the computation of basic and diluted net income (loss) per common share. The pro forma basic and diluted weighted-average shares outstanding have been adjusted by the 1,724,418 shares issued, as if it had been outstanding since January 1, 2025.