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Fair Value Measurements and Disclosures | 3 Months Ended
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Mar. 31, 2025
Fair Value Disclosures [Abstract] |
Fair Value Measurements and Disclosures | Note 15. Fair Value Measurements and Disclosures Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below: • Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets • Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or liability • Level 3 – Unobservable inputs that are supported by little or no market activity The carrying value of cash and cash equivalents (including investments with an original maturity of three months or less at the date of purchase), restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2025 by level within the fair value hierarchy:
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  | $ | 6,298 |  |  | $ | - |  |  | $ | - |  |  | $ | 6,298 |
Short-term investments |  |  | - |  |  |  | 4,526 |  |  |  | - |  |  |  | 4,526 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Public warrants |  | $ | 1,422 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,422 |
Private placement warrants |  |  | - |  |  |  | 1,190 |  |  |  | - |  |  |  | 1,190 |
GPO Convertible Note |  |  | - |  |  |  | - |  |  |  | 35,704 |  |  |  | 35,704 |
Dragonfly Seller Convertible Notes |  |  | - |  |  |  | - |  |  |  | 8,765 |  |  |  | 8,765 |
Era Convertible Note |  |  | - |  |  |  | - |  |  |  | 4,914 |  |  |  | 4,914 |
Guaranteed Return Liability |  |  | 493 |  |  |  | - |  |  |  | - |  |  |  | 493 |
The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  | $ | 4,836 |  |  | $ | - |  |  | $ | - |  |  | $ | 4,836 |
Short-term investments |  |  | - |  |  |  | 5,796 |  |  |  | - |  |  |  | 5,796 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Public warrants |  | $ | 1,338 |  |  | $ | - |  |  | $ | - |  |  | $ | 1,338 |
Private placement warrants |  |  | - |  |  |  | 1,120 |  |  |  | - |  |  |  | 1,120 |
GPO Convertible Note |  |  | - |  |  |  | - |  |  |  | 36,524 |  |  |  | 36,524 |
Dragonfly Seller Convertible Notes |  |  | - |  |  |  | - |  |  |  | 8,979 |  |  |  | 8,979 |
The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:
|  | GPO Convertible Note |  |  | Dragonfly Seller Convertible Notes |  |  | Era Convertible Note |
Balance at December 31, 2024 |  | $ | 36,524 |  |  | $ | 8,979 |  |  | $ | - |
Fair value at issuance date |  |  | - |  |  |  | - |  |  |  | 4,728 |
Change in fair value included in the determination of net (income) loss |  |  | (820 | ) |  |  | (28 | ) |  |  | 186 |
Paid in kind interest |  |  | 946 |  |  |  | 251 |  |  |  | - |
Note and interest conversion |  |  | (946 | ) |  |  | (702 | ) |  |  | - |
Foreign exchange |  |  | - |  |  |  | 265 |  |  |  | - |
Balance at March 31, 2025 |  | $ | 35,704 |  |  | $ | 8,765 |  |  | $ | 4,914 |
Short-Term Investments The fair value of the short-term investments is based on the quoted market price of the securities on the valuation date. As of March 31, 2025, the estimated fair value of the short-term investments was $4,526. The Company recognized a non-cash loss of $52 and $49 for the three months ended March 31, 2025 and 2024, respectively, resulting from the change in fair value of the short-term investments. The change in fair value is recorded in the condensed consolidated statements of operations and comprehensive income (loss). Public Warrants The fair value of the public warrants is based on the quoted market price of such warrants on the valuation date. As of March 31, 2025 and December 31, 2024, the estimated fair value of the public warrants was $1,422 and $1,338, respectively. The Company recognized a non-cash loss of $84 and a non-cash gain of $501 during the three months ended March 31, 2025 and 2024, respectively, resulting from the change in fair value of the public warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss). Private Placement Warrants As of March 31, 2025 and December 31, 2024, the estimated fair value of the private warrants was $1,190 and $1,120, respectively. The Company recognized a non-cash loss of $70 and a non-cash gain of $420 during the three months ended March 31, 2025 and 2024, respectively, resulting from the change in fair value of the private warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss). GPO Convertible Note The GPO Convertible Note was recognized as a liability on its June 30, 2023 issuance date at its estimated fair value of $36,583. The estimated fair value of the GPO Convertible Note was determined based on a trinomial lattice model. The following table presents the assumptions used to determine the fair value of the GPO Convertible Note at March 31, 2025 and at December 31, 2024:
|  | March 31, 2025 |  |  | December 31, 2024 |
Common stock share price |  | $ | 0.81 |  |  | $ | 1.07 |
Risk free rate |  |  | 3.9 | % |  |  | 4.3 | %
Yield |  |  | 19.5 | % |  |  | 18.0 | %
Expected volatility |  |  | 50.0 | % |  |  | 50.0 | %
Expected term (years) |  |  | 3.3 |  |  |  | 3.5 |
Dragonfly Seller Convertible Notes The Dragonfly Seller Convertible Notes were recognized as a liability in connection with the acquisition on January 27, 2023 at a fair value of $8,635. As of March 31, 2025 and December 31, 2024, the estimated fair value of the Dragonfly Seller Convertible Notes were $8,765 and $8,979. The unrealized change in the fair value of the Dragonfly Seller Convertible Note of $1,264 is recorded in accumulated other comprehensive income for the three months ended March 31, 2024 and th e non-cash gain of $28 (excluding the non-cash gain recognized from the January 2025 conversion) and $47 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2025 and 2024, respectively. The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at March 31, 2025 and December 31, 2024:
|  | March 31, 2025 |  |  | December 31, 2024 |
Common stock share price |  | $ | 0.81 |  |  | $ | 1.07 |
Risk free rate |  |  | 3.9 | % |  |  | 4.3 | %
Yield |  |  | 21.0 | % |  |  | 19.5 | %
Expected volatility |  |  | 50.0 | % |  |  | 50.0 | %
Expected term (years) |  |  | 2.8 |  |  |  | 3.1 |
Era Third Convertible Note The Third Era Convertible Note was issued in aggregate principal amount of $5,769. The Company elected to account for the Third Era Convertible Notes using the fair value option. The fair market value of the Third Era Convertible Note at issuance was $4,728 and $4,914 at March 31, 2025. The non-cash loss of $186 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2025. The following table presents the assumptions used to determine the fair value of the Era Third Convertible Note at March 31, 2025 and the date of issuance of March 17, 2025:
|  | March 31, 2025 |  |  | March 17, 2025 |
Common stock share price |  | $ | 0.81 |  |  | $ | 1.05 |
Risk free rate |  |  | 3.80 | % |  |  | 3.94 | %
Yield |  |  | 23.00 | % |  |  | 23.00 | %
Expected volatility |  |  | 94.00 | % |  |  | 94.00 | %
Expected term (years) |  |  | 3.0 |  |  |  | 3.0 |
Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company’s long-lived assets, including property and equipment, intangible assets and goodwill are measured at fair value on a non-recurring basis when an impairment has occurred. The Company has not identified any additional impairments to be recorded during the three months ended March 31, 2025 and 2024. There were no transfers of assets or liabilities between levels during the three months ended March 31, 2025 and 2024. Changes to fair value are recognized as income or expense in the condensed consolidated statements of operations and comprehensive loss.

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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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