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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, 2025Fair value measurement using
Financial instrumentsQuoted 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 $— $11,183 
Sponsor Earnout liability$— $— $1,992 
Secured Convertible Notes$— $— $96,590 
As of December 31, 2024Fair value measurement using
Financial instrumentsQuoted prices
in active
markets
(Level 1)
Significant
observable
inputs (Level 2)
Significant
unobservable
inputs (Level 3)
Assets
OS Warrants$— $— $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 WarrantPIPE WarrantSponsor EarnoutSecured 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.