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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] |
Fair Value Measurements | Note 4. Fair Value Measurements The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy (in thousands):
|  |  |  |  | December 31, 2024 |  |  |  |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Government treasury securities |  | $ | 30,580 |  |  | $ | — |  |  | $ | — |  |  | $ | 30,580 |
U.S. Government money market funds |  |  | 9,247 |  |  |  | — |  |  |  | — |  |  |  | 9,247 |
Mutual funds |  |  | 5,067 |  |  |  | — |  |  |  | — |  |  |  | 5,067 |
Total assets, measured at fair value |  | $ | 44,894 |  |  | $ | — |  |  | $ | — |  |  | $ | 44,894 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pay-to-Play convertible notes |  | $ | — |  |  | $ | — |  |  | $ | 15,942 |  |  | $ | 15,942 |
2023 Convertible notes |  |  | — |  |  |  | — |  |  |  | 132,687 |  |  |  | 132,687 |
Warrant liabilities |  |  | — |  |  |  | — |  |  |  | 14,711 |  |  |  | 14,711 |
Total liabilities, measured at fair value |  | $ | — |  |  | $ | — |  |  | $ | 163,340 |  |  | $ | 163,340 |
|  |  |  |  | December 31, 2023 |  |  |  |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pay-to-Play convertible notes |  | $ | — |  |  | $ | — |  |  | $ | 14,641 |  |  | $ | 14,641 |
2023 Convertible notes |  |  | — |  |  |  | — |  |  |  | 18,064 |  |  |  | 18,064 |
Warrant liabilities |  |  | — |  |  |  | — |  |  |  | 3,730 |  |  |  | 3,730 |
Total liabilities, measured at fair value |  | $ | — |  |  | $ | — |  |  | $ | 36,435 |  |  | $ | 36,435 |
Level 1 instruments consisted of U.S. Government treasury securities, U.S. Government money market funds, and mutual funds because they were valued using quoted prices in active markets and can be redeemed on any business days with an intermediary. Level 3 instruments consisted of the Company’s Pay-to-Play Convertible Notes (“P2P Notes”), the 2023 Convertible Notes, and warrant liabilities comprised of the Company’s Series D Shadow preferred stock warrants, Series D-2 Shadow preferred stock warrants, the warrants issued with the P2P Notes and the 2023 Convertible Notes, and the pre-funded common stock warrants (see Notes 7 and 8). The Company has elected to apply the fair value option to measure all convertible notes due to the nature of their embedded features. Changes in the fair value measurement of Level 3 liabilities related to unrealized gains (losses) resulting from remeasurement of the Company’s outstanding convertible notes and warrant liabilities (see Notes 7 and 8) are reflected in the change in fair value of convertible notes and change in fair value of warrant liabilities in the consolidated statements of operations. The change in the fair value of the Level 3 liabilities during the years ended December 31, 2024 and 2023 was as follows (in thousands):
|  | Pay-to-Play Convertible notes |  |  | 2023 Convertible notes |  |  | Warrant liabilities |  |  | Total |
Balance at January 1, 2023 |  | $ | 3,139 |  |  | $ | — |  |  | $ | 529 |  |  | $ | 3,668 |
Reinstatement of common stock warrants as preferred stock warrants |  |  | — |  |  |  | — |  |  |  | 61 |  |  |  | 61 |
Issuance of Pay-to-Play convertible notes and related warrants |  |  | 8,717 |  |  |  | — |  |  |  | 565 |  |  |  | 9,282 |
Common rights offering |  |  | 142 |  |  |  | — |  |  |  | — |  |  |  | 142 |
Issuance of 2023 convertible notes and related warrants |  |  | — |  |  |  | 11,175 |  |  |  | 1,125 |  |  |  | 12,300 |
Issuance of Pre-funded common stock warrants |  |  | — |  |  |  | — |  |  |  | 505 |  |  |  | 505 |
Change in estimated fair value |  |  | 2,643 |  |  |  | 6,889 |  |  |  | 945 |  |  |  | 10,477 |
Balance at December 31, 2023 |  | $ | 14,641 |  |  | $ | 18,064 |  |  | $ | 3,730 |  |  | $ | 36,435 |
Issuance of 2023 convertible note warrants and related warrants |  |  | — |  |  |  | 105,902 |  |  |  | 4,816 |  |  |  | 110,718 |
Issuance of Pre-funded common stock warrants |  |  | — |  |  |  | — |  |  |  | 464 |  |  |  | 464 |
Change in estimated fair value |  |  | 1,301 |  |  |  | 8,721 |  |  |  | 5,701 |  |  |  | 15,723 |
Balance at December 31, 2024 |  | $ | 15,942 |  |  | $ | 132,687 |  |  | $ | 14,711 |  |  | $ | 163,340 |
The Company’s convertible notes and related warrants were classified within level 3 of the fair value hierarchy because there was no active market for the liabilities or similar instruments. There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the years ended December 31, 2024 and 2023. Certain existing investors invested in P2P Notes during the year ended December 31, 2023, and accordingly, their common stock warrants were converted into Series D Shadow preferred stock warrants and reclassified as warrant liabilities (see Notes 7, 8 and 13). Effective with the Merger on January 13, 2025, all outstanding convertible notes and outstanding warrant liabilities were converted (see Note 1).
BURTECH ACQUISITION CORP [Member] |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
|  |  |  |  | Quoted Prices |  |  | Significant Other |  |  | Significant Other |
|  | As of December 31, |  |  | in Active Markets |  |  | Observable Inputs |  |  | Unobservable Inputs |
|  | 2024 |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Money Market Funds held in Trust Accounts |  | $ | 47,558,112 |  |  | $ | 47,558,112 |  |  | $ | — |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Derivative liability - Non-Redemption Agreement |  |  | 1,084,963 |  |  |  | — |  |  |  | — |  |  |  | 1,084,963 |
|  |  |  |  | Quoted Prices |  |  | Significant Other |  |  | Significant Other |
|  | As of December 31, |  |  | in Active Markets |  |  | Observable Inputs |  |  | Unobservable Inputs |
|  | 2023 |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Money Market Funds held in Trust Accounts |  | $ | 71,432,177 |  |  | $ | 71,432,177 |  |  | $ | — |  |  | $ | — |
The Backstop Subscription Agreement was valued using a Probability Weighted Expected Return Model (“PWERM”). The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the Backstop Subscription Agreement liability was determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the Backstop Subscription Agreement. The expected life of the Backstop Subscription Agreement is assumed to be equivalent to its remaining contractual term. The initial fair value of the Backstop Subscription Agreement as of April 22, 2024, was $361,124. The Backstop Subscription Agreement was waived at the execution of the Non-Redemption Agreements on December 31, 2024, as such the fair value of the Backstop Subscription Agreement as of December 31, 2024 was nil. The two transactions netted together to result in a net change in fair value of the Backstop Subscription Agreement of nil for the year ended December 31, 2024. The key inputs of the models used to value the Company’s Backstop Subscription Agreement were as follows:
|  | Initial |
|  | Measurement(1) |
Stock price |  | $ | 11.05 |
Risk-free rate |  |  | 5.4 | %
Weighted-average expected life (in years) |  |  | 0.5 |
Market implied likelihood of Initial Business Combination |  |  | 10.4 | %
(2) | The initial measurement date of the Back-Stop Agreement was April 22, 2024. As the Back-Stop Agreement was waived on December 31, 2024, no remeasurement was required as of December 31, 2024.
The Non-Redemption Agreement is valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Non-Redemption Agreement is equity volatility, and debt rate. The initial fair value of the Non-Redemption Agreement as of December 31, 2024, was $1,084,963. The key inputs of the models used to value the Company’s Non-Redemption Agreement were as follows:
|  | Initial |
|  | Measurement(1) |
Stock price |  | $ | 15.00 |
Volatility |  |  | 118.2 | %
Risk-free rate |  |  | 4.2 | %
Debt rate |  |  | 11.8 | %
Weighted-average expected life (in years) |  |  | 0.5 |
(1) | The initial measurement date of the Non-Redemption Agreement was December 31, 2024, as such, no remeasurement was required as of December 31, 2024.
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the year ended December 31, 2024:
|  | Subscription Purchase |  |  | Non-Redemption |
|  | Agreement |  |  | Agreement |
Balance as of December 31, 2023 |  | $ | — |  |  | $ | — |
Initial Measurement on April 22, 2024 |  |  | 361,124 |  |  |  | — |
Initial Measurement on December 31, 2024 |  |  | — |  |  |  | 1,084,963 |
Change in estimated fair value |  |  | (361,124 | ) |  |  | — |
Balance as of December 31, 2024 |  | $ | — |  |  | $ | 1,084,963 |

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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
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- Definition 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. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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