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Earn-out Liabilities | 6 Months Ended
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Jun. 30, 2025
Earn-out Liabilities |
Earn-out Liabilities | (8) Earn-out Liabilities ​ Upon the closing of the Business Combination on March 2, 2022, SNII, Supernova Partners II LLC (the “Sponsor”) and SNII’s directors and officers (collectively the “Sponsor Holders”) subjected certain shares of Common Stock that they own (the “Sponsor Vesting Shares”) to forfeiture for a five-year period following the closing of the Business Combination, with vesting occurring only if thresholds related to the weighted average price of Common Stock are met as described below (the “Earn-out Triggering Events”). Any such shares held by the Sponsor Holders that have not vested by the fifth anniversary of the closing of the Business Combination will be forfeited. ​ Sponsor Vesting Shares – Vesting Provisions: ​
| (i) | 2,479,000 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, the volume weighted average price of Common Stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days (such shares, the “Promote Sponsor Vesting Shares”), and
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| (ii) | 580,273 shares of Common Stock held by the Sponsor Holders became unvested and subject to forfeiture as of the closing of the Business Combination and will only vest if, during the five year period following the closing of the Business Combination, the volume weighted average price of Common Stock equals or exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days (such shares, the “Sponsor Redemption-Based Vesting Shares,” and, collectively with the Promote Sponsor Vesting Shares, the “Sponsor Vesting Shares”). Any such shares held by the Sponsor Holders that remain unvested after the fifth anniversary of the closing of the Business Combination will be forfeited.
​ During the six months ended June 30, 2025, the vesting condition for the Promote Sponsor Vesting Shares was satisfied, and the underlying earn-out liability was adjusted to fair value using the closing market price of the Company’s Common Stock on the vesting date. The earn-out liability for the Promote Sponsor Vesting Shares as of the February 6, 2025 (“vesting date”) of $32.9 million was recorded to additional paid-in capital. ​ As of June 30, 2025, the vesting condition for the Sponsor Redemption-Based Vesting shares remained unsatisfied. As of the market close on August 8, 2025, the volume weighted average price of the Company’s Common Stock equaled or exceeded $15.00 for 16 days out of the last 18 trading days. If the volume weighted average price of the Company’s Common Stock were to equal or exceed $15.00 for 4 days out of the next 12 trading days commencing on August 11, 2025, the vesting condition for the Sponsor Redemption-Based Vesting shares would be satisfied. ​ The Earn-out liabilities related to the unvested Sponsor Vesting Shares are adjusted to fair value each reporting period using the Monte Carlo simulation model until such time as the Earn-Out Triggering Events are achieved or the Sponsor Vesting Shares are forfeited. ​ The calculated fair value of the Earn-out liabilities with respect to the unvested Sponsor Vesting Shares as of June 30, 2025 and December 31, 2024 were $6.4 million and $45.9 million, respectively. The change in the fair value of the Earn-out liabilities included in the condensed consolidated statements of operations during the three and six months ended June 30, 2025 was a loss of $2.3 million and a gain of $6.6 million, respectively. The change in the fair value of the Earn-out liabilities included in the condensed consolidated statements of operations during the three and six months ended June 30, 2024 was a gain of $1.3 million and a loss of $0.3 million, respectively. ​ Significant inputs into the Monte Carlo simulation models as of June 30, 2025 and December 31, 2024 were as follows: ​
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Valuation Assumptions |  | June 30, 2025 |  | December 31, 2024
Stock price | ​ | $ | 11.86 | ​ | $ | 15.26
Simulated trading days | ​ | ​ | 421 | ​ | ​ | 542
Annual volatility (%) | ​ | ​ | 149.00% | ​ | ​ | 140.00%
Risk-free rate (%) | ​ | ​ | 3.76% | ​ | ​ | 4.21%
Estimated time to expiration (in years) | ​ | ​ | 1.67 | ​ | ​ | 2.17
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