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Asset Acquisition | 9 Months Ended
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Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Asset Acquisition | Asset Acquisition On August 7, 2025, the Company entered into an agreement to acquire all outstanding shares of common stock of Scale Biosciences, Inc., a single cell genomics technology company (“Scale”). Upon closing the transaction on August 11, 2025, the Company made an upfront payment consisting of $9.2 million in cash and $13.5 million (1,099,992 shares) in shares of the Company’s Class A common stock. In the first quarter of 2026, the Company expects to pay $20.0 million, subject to any adjustments, in connection with the technology transfer completed in the third quarter of 2025 and in the future may pay up to $30.0 million of contingent consideration if certain milestones are met. The transaction was accounted for as an asset acquisition because substantially all of the fair value of the assets acquired is concentrated in the developed technology. The Company determined that the contingent consideration was within the scope of ASC 480, Distinguishing Liabilities from Equity, because the contingent consideration is payable in cash or shares of the Company’s Class A common stock, at the Company’s election. The contingent consideration was recorded at fair value as of the acquisition date. Upon closing, the Company recognized $22.4 million for the fair value of the contingent consideration. The following table summarizes the value of assets acquired and liabilities assumed (in thousands) as of the closing on August 11, 2025:
Cash |  | $ | 1,390 |
Developed technology |  | 51,639 |
Other assets and liabilities, net |  | (6,467) |
Net identifiable assets acquired |  | $ | 46,562 |
Other assets and liabilities, net includes assumed liabilities for pre-acquisition services provided to Scale by third parties which are also measured at fair value under ASC 480. The Company expects to remeasure the contingent consideration and assumed liabilities within the scope of ASC 480 as of each applicable reporting period. Upon remeasurement as of September 30, 2025, the Company recorded a $1.1 million change in the fair value within “Other income (expense), net” in the Company’s condensed consolidated statement of operations. Measurement of the liabilities using a probability weighted discounted cash flow approach is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs. The calculation relies upon the probability of achieving the milestones and approximate timing of payment based on the terms of the arrangement. The following table discloses the summary of changes in the contingent consideration and assumed liabilities measured at fair value using Level 3 inputs (in thousands):
| Nine Months Ended September 30, 2025
Beginning of period | $ | — |
Contingent consideration to sellers | 22,378 |
Assumed liabilities to third parties | 815 |
Change in fair value | 1,135 |
Balance at end of period | $ | 24,328 |

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- Definition The entire disclosure for asset acquisition. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480123/805-50-15-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805-50/tableOfContent + Details
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- References No definition available. + Details
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