XML 30 R19.htm IDEA: XBRL DOCUMENT
v3.25.1

Fair Value Measurements and Financial Instruments | 3 Months Ended
--- | ---
Mar. 31, 2025
Fair Value Disclosures [Abstract] |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments The following tables provide the fair value measurement hierarchy of our assets and liabilities:
As of March 31, 2025 |  | Fair value measurement using
Financial instruments |  | Quoted prices in active markets (Level 1) |  | Significant observable inputs (Level 2) |  | Significant unobservable inputs (Level 3)
Assets |  |  |  |  |  |
OS Warrants |  | $ | — |  |  | $ | — |  |  | $ | 1,053 |
Liabilities |  |  |  |  |  |
$8.63 Warrants liability |  | $ | 3,719 |  |  | $ | — |  |  | $ | — |
PIPE Warrant liability |  | — |  |  | — |  |  | 602 |
Liberty Warrants and Liberty Advisory Fee Warrant liability |  | — |  |  | — |  |  | 10,581 |
Total Warrant Liabilities |  | $ | 3,719 |  |  | $ | — |  |  | $ | 11,183 |
Sponsor Earnout liability |  | $ | — |  |  | $ | — |  |  | $ | 1,992 |
Secured Convertible Notes |  | $ | — |  |  | $ | — |  |  | $ | 96,590 |
As of December 31, 2024 |  | Fair value measurement using
Financial instruments |  | Quoted prices in active markets (Level 1) |  | Significant observable inputs (Level 2) |  | Significant unobservable inputs (Level 3)
Assets |  |  |  |  |  |
OS Warrants |  | $ | — |  |  | $ | — |  |  | $ | 322 |
Liabilities |  |  |  |  |  |
$8.63 Warrants liability |  | $ | 3,028 |  |  | $ | — |  |  | $ | — |
PIPE Warrant liability |  | — |  |  | — |  |  | 471 |
Liberty Warrants and Liberty Advisory Fee Warrant liability |  | — |  |  | — |  |  | 8,012 |
Total Warrant Liabilities |  | $ | 3,028 |  |  | $ | — |  |  | $ | 8,483 |
Sponsor Earnout Liability |  | $ | — |  |  | $ | — |  |  | $ | 1,501 |
Secured Convertible Notes |  | $ | — |  |  | $ | — |  |  | $ | 79,070 |
The following methods and assumptions were used to estimate the fair values at March 31, 2025: •The carrying values of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other liabilities are considered to approximate their fair values due to the short-term nature of these items. •The volatility assumption is based on the historical volatility of the Company’s and OS’s stock prices, implied volatility of the Company’s and guideline public companies’ stock prices and the risk free rate of return assumption is based on market rates. An increase in volatility and or the risk free rate of return would result in higher values for the Company’s stock warrants, the OS stock warrants. •The fair values of the OS stock warrant investment assets have been estimated using the Black-Scholes model. Significant unobservable inputs include: ◦Time to expiry: 0.75 year ◦Volatility: 30.8% ◦Risk free rate of return: 4.1% •The fair values of the $8.63 Warrants were determined using the quoted prices in the active warrant market. •The fair values of the PIPE Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include: ◦Time to expiry: 1.8 years ◦Volatility: 82% ◦Risk free rate of return: 3.9% •The fair values of the Liberty Warrants and Liberty Advisory Fee Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include: ◦Time to expiry: 1.8 years ◦Volatility: 82.0% ◦Risk free rate of return: 3.9% •The fair value of the Sponsor Earnout has been estimated using the Monte Carlo model. Significant unobservable inputs include: ◦Time to expiry: 1.8 years ◦Volatility: 82% ◦Risk free rate of return: 3.9% •The fair values of the Secured Convertible Notes is determined by using the “with” method. At each measurement date we valued the Secured Convertible Notes with the conversion option. The difference between the aggregate fair value of the Secured Convertible Notes and the unpaid principal balance was $66.6 million at March 31, 2025. Inputs used for the fair value measurement include: ◦Credit spread – 25.42% to 37.92% ◦Volatility: 50% ◦Risk free rate of return: 3.9% Changes in the fair value of Level 3 assets during the three months ended March 31, 2025 were as follows:
|  | OS warrants
At December 31, 2024 |  | $ | 322 |
Remeasurement gain/(loss)(1) |  | 711 |
Foreign currency translation adjustment |  | 20 |
At March 31, 2025 |  | $ | 1,053 |
(1) Recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss as change in fair value of financial instruments for the three months ended March 31, 2025. Changes in the fair value of Level 3 liabilities during the three months ended March 31, 2025 and 2024 were as follows:
| Liberty Warrants and Liberty Advisory Fee Warrant |  | PIPE Warrant |  | Sponsor Earnout |  | Secured Convertible Notes
At December 31, 2023 | $ | 2,017 |  |  | $ | 97 |  |  | $ | 419 |  |  | $ | — |
Remeasurement (gain)/loss(1) | 452 |  |  | 33 |  |  | 80 |  |  | — |
At March 31, 2024 | $ | 2,469 |  |  | $ | 130 |  |  | $ | 499 |  |  | — |
At December 31, 2024 | $ | 8,012 |  |  | $ | 471 |  |  | $ | 1,501 |  |  | $ | 79,070 |
Issues | — |  |  | — |  |  | — |  |  | — |
Interest payments | — |  |  | — |  |  | — |  |  | (1,670) |
Remeasurement (gain)/loss(1) | 2,569 |  |  | 131 |  |  | 491 |  |  | 19,190 |
At March 31, 2025 | $ | 10,581 |  |  | $ | 602 |  |  | $ | 1,992 |  |  | $ | 96,590 |
(1) Recognized in Change in fair value of the Condensed Consolidated Statements of Operations and Comprehensive Loss as change in fair value of financial instruments for the three months ended March 31, 2025 and 2024, respectively. There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2025 or 2024.

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_FairValueDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration