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FAIR VALUE MEASUREMENTS | 6 Months Ended
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Jun. 30, 2025
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial instruments consist of cash, accounts payable, accrued expenses, new term loan derivative liability, warrant liability, the New Revolving Facility, and the New Term Loan. The Company believes that the carrying amounts of its financial instruments including cash, accounts payable and accrued expenses approximate their fair values due to the short-time maturities of these instruments. The condensed consolidated financial statements also include level 3 fair value measurements of private common stock warrants and the new term loan derivative liability. The Company uses a third-party valuation firm to determine the fair value of certain of the Company's financial instruments. New Revolving Facility and New Term Loan
|  |  | June 30, 2025 |
|  |  | Carrying amount |  | Fair value |
New Revolving Facility |  |  | $ | 80,617 |  |  | $ | 79,995 |  |
New Term Loan |  |  | 28,280 |  |  | 29,097 |  |
|  |  | $ | 108,897 |  |  | $ | 109,092 |  |
The unamortized issuance costs as of June 30, 2025 associated with the New Revolving Facility and New Term Loan was $5.8 million and $4.7 million, respectively. The estimated fair values of the Company’s New Revolving Facility and New Term Loan were determined using Level 2 inputs based on an estimated credit rating for the Company and the trading value of debt for similar debt instruments with similar credit ratings. The Company notes that the carrying amount of the New Term Loan listed above excludes the value of the bifurcated conversion feature that is accounted for as a derivative liability and disclosed below. Existing Revolving Facility and Existing Term Loan
|  |  | December 31, 2024
|  |  | Carrying amount |  | Fair value
Existing Revolving Facility |  |  | $ | 82,582 |  |  | $ | 84,422 |
Existing Term Loan |  |  | 30,047 |  |  | 33,151 |
|  |  | $ | 112,629 |  |  | $ | 117,573 |
The amounts presented for December 31, 2024, relate to the Existing Revolving Facility and Existing Term Loan under the Existing Credit Facility, which was amended and restated in full on June 12, 2025. Derivative Liability – New Term Loan The following table provides a roll forward of the aggregate fair value of the Company’s derivative liability – new term loan:
| Derivative Liability - New Term Loan
| Fair Value Measurement Using
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Balance at December 31, 2024 | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Issuance date fair value | — |  |  | — |  |  | 3,558 |  |  | 3,558 |
Balance at June 30, 2025 | $ | — |  |  | $ | — |  |  | $ | 3,558 |  |  | $ | 3,558 |
The term loan derivative liability arises from the conversion feature embedded in the New Term Loan entered into by the Company, see Note 5 for further information. The conversion feature allows the holder of the convertible debt to convert the debt into the Company's shares at a significant discount. The conversion feature is considered a derivative instrument, as it is not clearly and closely related to the host debt instrument. The fair value of the derivative liability was measured using a with and without valuation methodology. Inputs, including those considered to be unobservable, used to determine the estimated fair value of the derivative instruments include the net originations risk premium, enterprise value volatility, net originations volatility and risk-free rate. Changes in these assumptions can materially affect the fair value.
| June 30, 2025
Net originations risk premium | 3.0%
Enterprise value volatility | 25.0%
Net originations volatility | 7.0%
Risk-free rate | 4.1%
Warrant Liability
| Warrant liability - Public (Level 1) & Private Warrants (Level 3)
| Fair Value Measurement Using
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Balance at December 31, 2024 | $ | 76 |  |  | $ | — |  |  | $ | 2 |  |  | $ | 78 |
Change in fair value | 24 |  |  | — |  |  | 1 |  |  | 25 |
Balance at June 30, 2025 | $ | 100 |  |  | $ | — |  |  | $ | 3 |  |  | $ | 103 |
During the six months ended June 30, 2025 and 2024, there were no transfers between levels.

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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/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: 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 3: 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 4: 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 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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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