Earnout Liabilities

12 Months Ended

Dec. 31, 2024


	Sponsor Earnout
As of December 31, 2023	$	419

Change in fair value of financial instruments	1,082

As of December 31, 2024	$	1,501

Sponsor Earnout

Pursuant to that certain Sponsor Support Agreement, dated as of July 5, 2021, by and among us, the Sponsor and Nettar, the Sponsor has agreed that during the period between the Closing and the five-year anniversary of the Closing, the Sponsor shall not sell, transfer or otherwise dispose of Class A common stock equal to 1,869,000 less 30% of Forfeiture Escrow Shares retired and canceled (“Sponsor Earnout”). The Sponsor Earnout is subject to potential forfeiture to us for no consideration until the occurrence of each tranche’s respective earnout triggering event. The earnout triggering events related to achieving a closing price at or above $12.50, $15.00 and $20.00 per share, respectively, for any 10 trading days over a 20 trading day period were not satisfied during the year ended December 31, 2024. As a result, the sponsor earnout of 1,775,962 shares of Class A common stock were not vested and are subject to transfer restrictions and contingent forfeiture provisions.

The estimated fair value of the Sponsor Earnout liability is based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a semi-annual basis over the earnout period, using the most reliable information available. Assumptions used in the valuation are as follows:


	December 31,		December 31,
	2024		2023
Expected term (in years)	2.07		3.07
Dividend yield (%)	—		—
Expected volatility	83	%	64	%
Risk-free interest rate	4.2	%	4.0	%
Expected number of shares	1,775,962		1,775,962