v3.25.1
FAIR VALUE MEASUREMENT
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):
 March 31, 2025December 31, 2024
 Level 1Level 2 Level 3TotalLevel 1Level 2Level 3Total
Liabilities:
Anti-dilution Right$— $— $6,574 $6,574 $— $— $18,454 $18,454 
Warrant Liability$— $— $1,739 $1,739 $— $— $3,306 $3,306 
Share Purchase Agreement$— $— $1,556 $1,556 $— $— $14,905 $14,905 
We measure our Anti-dilution Right, Share Purchase Agreement and warrant liabilities for Private Warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation uses assumptions and estimates that we believe a market participant would use when making the same valuation. Changes in the fair value of the Anti-dilution Right, Share Purchase Agreement and Private Warrants were recognized under other expenses, net in the condensed consolidated statements of operations and comprehensive loss.
As of March 31, 2025 and December 31, 2024, the carrying value of all other financial assets and liabilities approximated their respective fair values. 
Anti-dilution Right
The Anti-dilution Right was valued using the Black-Scholes-Merton option pricing model. See Note 8 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Anti-dilution Right, required the use of subjective assumptions, including: 
•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Anti-dilution Right.
•The expected term was determined based on the expiration date of the Anti-dilution Right.
•The expected volatility assumption was based on the implied volatility from the Company’s stock price.
The fair value of the Anti-dilution Right was determined using this approach, an exercise price of $2.50, and a share price of $1.26 as of March 31, 2025 and $2.58 as of December 31, 2024. An increase in each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement of the Anti-dilution Right.
Share Purchase Agreement
The Share Purchase Agreement was valued using the Black-Scholes-Merton option pricing model. See Note 8 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Share Purchase Agreement, required the use of subjective assumptions, including: 
•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Share Purchase Agreement.
•The expected term was determined based on the expected transaction date of the Share Purchase Agreement.
•The expected volatility assumption was based on the implied volatility from the Company’s stock price.
The fair value of the Share Purchase Agreement was determined using this approach, an exercise price of $1.05, and a share price of $1.26 as of March 31, 2025 and $2.58 as of December 31, 2024. An increase in each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement of the Share Purchase Agreement.
Private Warrants 
The Private Warrants were valued using the Black-Scholes-Merton option pricing model. See Note 7 – Warrants above for further details. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants, required the use of subjective assumptions, including: 
•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Private Warrants.
•The expected term was determined based on the expiration date of the Private Warrants.
•The expected volatility assumption was based on the implied volatility from the publicly traded Public Warrants.
The fair value of the Private Warrants was determined using this approach, an exercise price of $11.50, and a share price of $1.26 as of March 31, 2025 and $2.58 as of December 31, 2024. An increase in each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement of the Private Warrants.
Rollforward of Level 3 Fair Value Instruments
The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands):
 Three months ended March 31, 2025
 Anti-dilution Right
Private
Warrants
Share Purchase Agreement
Balance (beginning of period)$18,454 $3,306 $14,905 
Fair value measurement adjustments(11,880)(1,567)(13,349)
Balance (end of period)$6,574 $1,739 $1,556