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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the condensed consolidated financial statements for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31.

The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025, as amended on April 30, 2025 (the “2024 Annual Report on Form 10-K”).

Use of estimates

Use of estimates

The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results may differ from those estimates.

Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, and performance stock units, (ii) revenue from customers, (iii) deferred tax assets and uncertain income tax positions, (iv) the measurement of operating lease liabilities, (v) the evaluation of the recoverability of long-lived assets and goodwill, including intangible assets, and (vi) measurement of acquired intangibles assets and deferred consideration. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness.

Goodwill, long-lived assets, and other intangible assets

Goodwill, long-lived assets, and other intangible assets

Goodwill and other intangible assets that arise from acquisitions are recorded in accordance with ASC Topic 805, Business Combinations and ASC Topic 350, Intangibles—Goodwill and Other. In accordance with this guidance, specifically identified intangible assets must be recorded as a separate asset from goodwill if either of the following two criteria is met: (1) the intangible asset acquired arises from contractual or other legal rights; or (2) the intangible asset is separable. Intangibles are typically trade names and intellectual property. Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination.

The Company recorded goodwill for the first time in connection with its acquisition of UZ Energy in September 2025. As the Company determined there to be a single reporting unit subsequent to the acquisition, management identified the historical losses of the legacy business to be an indicator of a triggering event in the third quarter of 2025, in accordance with ASC Topic 350. The Company performed a quantitative test for impairment, noting that the fair value of the Company using the market cap under the market approach exceeded its book value and concluded there was no impairment of goodwill.

Business Combinations

Business Combinations

In accordance with the provisions of ASC Topic 805, Business Combinations, the Company recognizes the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Determining these fair values requires management to make significant estimates and assumptions, especially with respect to intangible assets.

​

During the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill, or bargain purchase if applicable. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the condensed consolidated statements of operations and comprehensive loss.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as an exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

Level 1    Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2    Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3    Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions.

Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

​

​	​	​	​	​	​	​	​	​	​	​	​
(in thousands)	Level 1			Level 2			Level 3			Total
September 30, 2025	​	​	​	​	​	​	​	​	​	​	​
Current Assets	​	​	​	​	​	​	​	​	​	​	​
Cash equivalents in money market funds (Note 6)	$	18,012	​	$	—	​	$	—	​	$	18,012
U.S. treasury securities	​	177,559	​	​	—	​	​	—	​	​	177,559
Equity securities(1)	​	1,177	​	​	—	​	​	—	​	​	1,177
Total current assets at fair value	$	196,748	​	$	—	​	$	—	​	$	196,748
​	​	​	​	​	​	​	​	​	​	​	​
Current Liabilities	​	​	​	​	​	​	​	​	​	​	​
Deferred consideration, current(2)	​	—	​	​	—	​	​	4,361	​	​	4,361
Total current liabilities at fair value	$	—	​	$	—	​	$	4,361	​	$	4,361
​	​	​	​	​	​	​	​	​	​	​	​
Long-term Liabilities	​	​	​	​	​	​	​	​	​	​	​
Sponsor Earn-Out liabilities	$	—	​	$	—	​	$	6,949	​	$	6,949
Deferred consideration, non-current(2)	$	—	​	$	—	​	$	7,337	​	$	7,337
Total long-term liabilities at fair value	$	—	​	$	—	​	$	14,286	​	$	14,286
​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2024	​	​	​	​	​	​	​	​	​	​	​
Current Assets	​	​	​	​	​	​	​	​	​	​	​
Cash equivalents in money market funds (Note 6)	$	120,888	​	$	—	​	$	—	​	$	120,888
U.S. treasury securities	​	132,782	​	​	—	​	​	—	​	​	132,782
Equity securities(1)	​	967	​	​	—	​	​	—	​	​	967
Total current assets at fair value	$	254,637	​	$	—	​	$	—	​	$	254,637
​	​	​	​	​	​	​	​	​	​	​	​
Liabilities	​	​	​	​	​	​	​	​	​	​	​
Sponsor Earn-Out liabilities	$	—	​	$	—	​	$	9,472	​	$	9,472
Total liabilities at fair value	$	—	​	$	—	​	$	9,472	​	$	9,472

⁽¹⁾ Fair value was determined using publicly quoted market prices obtained from third-party sources in their respective markets.

⁽²⁾ Fair value was determined using the Black Scholes option pricing formula capped call and capped put methodology using risk adjusted discount rate for the revenue and adjusted revenue forecasts.

​

There were no transfers in or out of Level 3 measurements during the three and nine months ended September 30, 2025 and 2024.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in the required additional disclosures being included in our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires more detailed information about the types of expenses included in certain expense captions presented on the consolidated statements of operations. Additionally, this amendment requires the disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and the disclosure of the total amount of selling expenses. The new standard is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of adoption on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which allows for a practical expedient election to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset in the development of a reasonable and supportable forecast as part of estimating expected credit losses. The new standard is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes references to project stages and clarifies the timing of capitalizing costs based on certain thresholds. Additionally, this amendment requires certain disclosures in the notes to the financial statements regardless of financial statement presentation of software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods with early adoption permitted. We are currently evaluating the impact of adoption on our consolidated financial statements.

The Company has reviewed all accounting pronouncements issued during the three months ended September 30, 2025 and concluded that they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements.

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