If an acquisition of an asset or group of assets does not meet the definition of a business under ASC 805-10, the transaction is accounted for as an asset acquisition in accordance with ASC 805-50, unless other GAAP applies (e.g., ASC 845 or ASC 610-20).
An asset acquisition triggers the initial recognition of assets acquired and may include liabilities assumed. An asset acquisition may or may not involve the acquisition of one or more legal entities. Assets are usually acquired through an exchange transaction, which can be a monetary or a nonmonetary exchange. Assets acquired and liabilities assumed are recognized at cost, which is the consideration the acquirer transfers to the seller, including direct transaction costs, on the acquisition date.
If consideration given is in the form of nonfinancial or in substance nonfinancial assets included in the scope of ASC 610-20, the assets acquired are measured on the contract inception date in accordance with the guidance in ASC 606-10-32-21 through ASC 606-10-32-24.
Goodwill is not recognized in an asset acquisition. The presence of excess consideration transferred may indicate that not all assets acquired have been recognized or that there are preexisting relationships being settled with the transaction that should be accounted for separately. See PPE 2.3.6 for additional information on evaluating transactions that should be accounted for separate from an asset acquisition.

2.2.1 Reverse acquisitions (asset acquisitions)

Reverse acquisitions require unique accounting and reporting considerations. Depending on the facts and circumstances, these transactions can be asset acquisitions, capital transactions, or business combinations. A reverse asset acquisition is an asset acquisition transaction in which the legal acquirer is determined to be the accounting acquiree and vice versa.
Like other asset acquisitions, reverse asset acquisitions should be accounted for following ASC 805-50. However, if the accounting acquiree meets the definition of a business, it would be appropriate to evaluate the transaction as a business combination. See BCG 2.10 for further information on accounting for reverse acquisitions accounted for as a business combination. If the accounting acquiree does not meet the definition of a business, the reporting entity must consider whether reverse asset acquisition accounting is appropriate, or if the legal form of the transaction should be followed.
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