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FAIR VALUE
3 Months Ended
Mar. 29, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE FAIR VALUE
The following tables present information about the Company’s financial liabilities measured at fair value on a recurring basis:
Fair Value Measurements as of March 29, 2026Fair Value Measurements as of December 28, 2025
TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
(dollar amounts in thousands)
Contingent consideration— — — — 7,000 — — 7,000 
Total$— $— $— $— $7,000 $— $— $7,000 

The fair value of the contingent consideration was determined based on significant inputs not observable in the market.

In connection with the Company’s acquisition of Spyce Food Co. (“Spyce”) on September 7, 2021, the former equity holders of Spyce were eligible to receive up to $20.0 million (in the form of up to 714,285 additional shares of Class A common stock, calculated based on the initial offering price of the Company’s Class A common stock of $28.00 per share sold in the Company’s initial public offering (“IPO”) (the “Reference Price”)) in contingent consideration upon the achievement of certain performance milestones. Additionally, as of the date of the achievement of any of the three milestones, if the Volume-Weighted Average Price of the Company’s Class A common stock as of such milestone achievement date (“VWAP Price”) is less than the Reference Price, then the Company shall pay to each former equity holder of Spyce, in respect of each share of Class A common stock issued to such holder upon the achievement of such milestone, an amount in cash equal to the delta between the Reference Price and the VWAP Price. The contingent consideration payable upon the achievement of the three milestones was valued using the Monte Carlo method. The analysis considered, among other items, the equity value, the contractual terms of the Spyce merger agreement, potential liquidity event scenarios (prior to the IPO), the Company’s credit-adjusted discount rate, equity volatility, risk-free rate, and the probability that milestone targets required for issuance of shares under the contingent consideration will be achieved.

During the first quarter of fiscal year 2026 the third and final milestone was accelerated upon completion of the sale of Spyce and certain assets relating to the kitchen automation technology known as the “Infinite Kitchen” and other related kitchen automation technology to certain subsidiaries of Wonder Group, Inc. (“Wonder”), resulting in a $7.0 million payment to the former equity holders of Spyce. Of this amount, $1.6 million was issued in the form of Class A common stock, based on the VWAP Price on the milestone achievement date of $6.61, and $5.4 million was paid in cash.

The initial fair value of the contingent consideration at the acquisition date was $16.4 million. Since the acquisition date, the cumulative payments related to the contingent consideration were $30.4 million as of March 29, 2026, of which $8.4 million was issued in the form of Class A common stock and $22.0 million was issued in cash. Payments up to the initial fair value of the contingent consideration were included within
financing activities within the condensed consolidated statements of cash flows if made in cash, or within non-cash financing activities if made in shares. Cumulative payments related to the contingent consideration liability above the initial fair value are included within operating activities within the condensed consolidated statement of cash flows. The liability was fully extinguished as of March 29, 2026 as a result of the third and final milestone payment.

The following table provides a roll forward of the aggregate fair values of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs.
(dollar amounts in thousands)
Contingent Consideration
Balance—December 28, 2025$7,000 
Milestone payment(7,000)
Balance—March 29, 2026$— 

During the thirteen weeks ended March 29, 2026 and March 30, 2025, the Company did not record any impairment charges.