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Subscription Agreement
12 Months Ended
Dec. 31, 2024
Capitalization, Long-Term Debt and Equity [Abstract]  
Subscription Agreement

6. SUBSCRIPTION AGREEMENT

 

On March 11, 2022, concurrently with our entry into a mutual reseller arrangement with MIRACL Technologies Limited ("MIRACL"), we entered into a subscription agreement with Omlis Limited, a limited company incorporated and registered in England and Wales and the parent of MIRACL ("Omlis"). We purchased $2.5 million of Omlis’ note receivable ("Note") that accrues interest at 5% annually with a maturity date of March 11, 2026.

We recorded the Note at fair value in accordance with ASC 825, Financial Instruments, which was $0 as of December 31, 2024 and 2023. For the year ended December 31, 2023 we recorded a fair value adjustment of $2.7 million, which included $0.2 million of accrued interest, to adjust the fair value to $0 as of December 31, 2023. The $2.7 million write off during the year ended December 31, 2023 was the result of the lack of recoverability of the Note due to liquidity concerns as of December 31, 2023. In addition, in January 2024, Omlis and MIRACL petitioned to enter the United Kingdom administration process, which is still ongoing. The

deterioration of Omlis' liquidity resulted in our unlikely recoverability of the Note's carrying value and the unlikelihood of a payout as an unsecured creditor from the administration process.