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Fair Value Measurements

9 Months Ended

Sep. 30, 2025

Fair Value Measurements

Fair Value Measurements

(5) Fair Value Measurements

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The Company reports all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:

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Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

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Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

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Level 3—Inputs are unobservable inputs for the asset or liability.

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The following tables present the fair value hierarchy used to measure the Company’s financial assets and liabilities as of September 30, 2025 and December 31, 2024, respectively (in thousands):

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​	​	​	​	​	​	​	​	​	​
​		September 30, 2025
​		Level 1			Level 2			Level 3
Assets:	​	​	​	​	​	​	​	​	​
Cash equivalents:	​	​	​	​	​	​	​	​	​
Money market funds	​	$	20,884	​	$	—	​	$	—
Short-term investments:	​	​	​	​	​	​	​	​	​
U.S. treasury securities	​	​	—	​	​	420,850	​	​	—
Long-term investments:	​	​	​	​	​	​	​	​	​
U.S. treasury securities	​	​	—	​	​	111,955	​	​	—
Total Assets	​	$	20,884	​	$	532,805	​	$	—
Liabilities:	​	​		​	​		​	​
Derivative warrant liability – Public Warrants	​	$	214,316	​	$	—	​	$	—
Derivative warrant liability – Private Warrants	​	​	—	​	​	—	​	​	26,421
Total Liabilities	​	$	214,316	​	$	—	​	$	26,421

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​	​	​	​	​	​	​	​	​	​
​		December 31, 2024
​		Level 1			Level 2			Level 3
Assets:	​	​	​	​	​	​	​	​	​
Cash equivalents:	​	​	​	​	​	​	​	​	​
Money market funds	​	$	29,806	​	$	—	​	$	—
U.S. treasury security	​	​	—	​	​	24,835	​	​	—
Short-term investments:	​	​	​	​	​	​	​	​	​
U.S. treasury securities	​	​	—	​	​	124,420	​	​	—
Long-term investments:	​	​	​	​	​	​	​	​	​
U.S. treasury security	​	​	—	​	​	25,068	​	​	—
Total Assets	​	$	29,806	​	$	174,323	​	$	—
Liabilities:	​	​		​	​		​	​
Derivative warrant liability – Public Warrants	​	$	70,265	​	$	—	​	$	—
Derivative warrant liability – Private Warrants	​	​	—	​	​	—	​	​	22,830
Earn-out liabilities	​	​	—	​	​	—	​	​	45,897
Total Liabilities	​	$	70,265	​	$	—	​	$	68,727

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As of September 30, 2025 and December 31, 2024, the Company has recorded the following financial instruments subject to fair value measurements: 1) Derivative warrant liabilities—Public Warrants and Private Warrants, 2) Money market funds, 3) U.S. treasury securities and 4) Earn-out liabilities.

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The fair value of the Public Warrants and money market funds have been measured based on their observable listed prices, a Level 1 measurement. The fair value of the Company’s Level 2 financial assets are determined by using inputs based on quoted market prices for similar instruments. All other financial instruments are classified as Level 3 instruments as they all include unobservable inputs. The Private Warrants are measured at fair value using a Black Scholes model. The fair value of the Earn-out liabilities as of December 31, 2024 were estimated using a Monte Carlo simulation model. The Company estimated the volatility of its Private Warrants and Earn-out liabilities based on the historical volatility of the Company’s Common Stock.

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During the three and nine months ended September 30, 2025, the vesting conditions for the Sponsor Redemption-Based Vesting Shares and the Promote Sponsor Vesting Shares (collectively the “Sponsor Vesting Shares” as defined in Note 8 below) were satisfied, and the underlying earn-out liabilities (Refer to Note 8 for Earn-out liabilities) were adjusted to fair value using the closing market price of the Company’s common stock on their respective vesting dates. The earn-out liability for the Sponsor Redemption-Based Vesting Shares as of their August 14, 2025 vesting date was $10.4 million. The earn-out liability for the Promote Sponsor Vesting Shares as of their February 6, 2025 vesting date was $32.9 million. The earn-out liabilities for the Sponsor Redemption-Based Vesting Shares and the Promote Sponsor Vesting Shares were recorded to additional paid-in capital on their respective vesting dates. As of September 30, 2025, all of the underlying earn-out liabilities related to the Sponsor Vesting Shares have been satisfied and the remaining liability balance was zero.

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Previously, the Company used the implied volatility of its Public Warrants in its valuation models for the Private Warrants and Earn-out liabilities. As of December 31, 2024, the Company used the historical volatility of its Common Stock for these valuation models because the implied volatility of the Public Warrants was no longer meaningful due to the rapid increase in the price of the Public Warrants during the fourth quarter of 2024. There were no other changes in fair value measurement techniques during the nine months ended September 30, 2025 or September 30, 2024.

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During the three and nine months ended September 30, 2025, the number of Private Warrants (a Level 3 measurement) converted to Public Warrants (a Level 1 measurement) were 307,928 and 882,928, respectively. As of the date of conversion, the favorable impact of the transfer of the Private Warrants to Public Warrants on the Company’s net loss for the three and nine months ended September 30, 2025, was $1.8 million and $5.2 million, respectively.

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A summary of the changes in the fair value of the Company’s Level 3 financial instruments during the nine months ended September 30, 2025, and September 30, 2024 is as follows (in thousands):

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​	​	​	​	​	​	​
​		Derivative			​
​	​	Warrant Liability -		​	Earn-out
​		Private Warrants			Liabilities
Balance – December 31, 2024	​	$	22,830	​	$	45,897
Change in fair value - three months ended March 31, 2025	​	​	(7,760)	​	​	(8,837)
Vesting of Promote Sponsor Vesting Shares	​	​	—	​	​	(32,946)
Transfer of Private Warrants to Public Warrants - three months ended March 31, 2025	​	​	(7,316)	​	​	—
Change in fair value - three months ended June 30, 2025	​	​	3,906	​	​	2,257
Transfer of Private Warrants to Public Warrants - three months ended June 30, 2025	​	​	(224)	​	​	—
Change in fair value - three months ended September 30, 2025	​	​	19,120	​	​	4,062
Vesting of Sponsor Redemption-Based Vesting Shares	​	​	—	​	​	(10,433)
Transfer of Private Warrants to Public Warrants - three months ended September 30, 2025	​	​	(4,135)	​	​	—
Balance – September 30, 2025	​	$	26,421	​	$	—
​	​	​	​	​	​	​
Balance – December 31, 2023	​	$	1,604	​	$	2,155
Change in fair value - three months ended March 31, 2024	​	​	1,505	​	​	1,621
Change in fair value - three months ended June 30, 2024	​	​	(1,145)	​	​	(1,315)
Change in fair value - three months ended September 30, 2024	​	​	(655)	​	​	(820)
Balance – September 30, 2024	​	$	1,309	​	$	1,641

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The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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