v3.25.2
Fair Value Measurements
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 5. Fair Value Measurements

As of June 30, 2025 and December 31, 2024, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:

 

 

 

As at June 30, 2025

 

(In thousands of USD)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative warrant liability (Public Warrants)

 

 

19,596

 

 

 

—

 

 

 

—

 

 

 

19,596

 

Derivative warrant liability (Private Placement Warrants)

 

 

—

 

 

 

1,336

 

 

 

—

 

 

 

1,336

 

Derivative earnout liability

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total financial liabilities

 

 

19,596

 

 

 

1,336

 

 

 

—

 

 

 

20,932

 

 

 

As at December 31, 2024

 

(In thousands of USD)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Derivative warrant liability (Public Warrants)

 

 

35,134

 

 

 

—

 

 

 

—

 

 

 

35,134

 

Derivative warrant liability (Private Placement Warrants)

 

 

—

 

 

 

2,380

 

 

 

—

 

 

 

2,380

 

Derivative earnout liability

 

 

—

 

 

 

—

 

 

 

44,798

 

 

 

44,798

 

Total financial liabilities

 

 

35,134

 

 

 

2,380

 

 

 

44,798

 

 

 

82,312

 

 

The estimated fair value of the derivative earnout liability was determined using Level 3 inputs, other than the Company's share price as a Level 1 input, as no observable market inputs were available. The derivative earnout liability has been measured at fair value using a

Black-Scholes pricing model. Given the assumed zero dividend rate and the fact that no strike price exists that would have led to any volatility measure relative to the Company's share price, the fair value of the earnout liability resulting from the Black-Scholes pricing model is entirely driven by the Company’s closing share price as a Level 1 input and the probability of milestone completion as a Level 3 input. As such, the relevant inputs to the fair value of the derivative earnout liability are as follows:

 

 

 

 

At Settlement

 

 

December 31, 2024

 

Ordinary Share value (USD)

 

 

 

$

23.41

 

 

$

25.70

 

Probability of milestone completion

 

 

 

 

100

%

 

 

100

%

Dividend yield

 

 

 

 

0

%

 

 

0

%

Strike price (USD)

 

 

 

 

0.00

 

 

 

0.00

 

 

As management's judgment of the probability of milestone completion remained constant during the period, the change in fair value resulted from the Company’s price per share between valuation dates.

The following table presents a reconciliation of the derivative earnout liability measured on a recurring basis using Level 3 inputs as of June 30, 2025:

 

Balance on December 31, 2024

 

 

 

 

44,798

 

Change in fair value recognized through profit and loss

 

 

 

 

(3,992

)

Settlement of derivative earnout liability upon achievement of milestone

 

 

 

 

(40,806

)

Balance on June 30, 2025

 

 

 

 

—

 

In March 2025 it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement, dated July 25, 2022 (the “Business Combination Agreement”), by and among the Company, NewAmsterdam Pharma Holding B.V., Frazier Lifesciences Acquisition Corporation (“FLAC”), and NewAmsterdam Pharma Investment Corporation (the “Business Combination”) had occurred. As a result, the derivative earnout liability was settled in full, with a total of 1,743,136 Ordinary Shares issued in accordance with the terms of the Business Combination Agreement.