Certain of the Company’s stockholders are entitled to receive up to an aggregate of 10,000,000 “earnout shares” of the Company’s Class A common stock if earnout milestones are met. The earnout milestones represent three independent criteria, each of which entitles the eligible stockholders to 3,333,333 aggregate earn-out shares if the milestone is met.

The earnout liability is remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded as part of other income (expense), net in the condensed consolidated statements of operations.

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate. The valuation model utilized the following assumptions:

As of June 30, 2025 and December 31, 2024, the earnout liability had a fair value of $30.1 million and $10.2 million, respectively, which resulted in a loss in the fair value of the earnout liability of $(28.0) million and $(19.9) million for the three and six months ended June 30, 2025. As of June 30, 2024, the earnout liability had a fair value of $13.1 million, which resulted in a gain in the fair value of the earnout liability of $7.6 million and $33.7 million for the three and six months ended June 30, 2024, respectively.