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

Note 13 Fair Value of Financial Instruments

The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands):

 

June 30, 2025

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

   Marketable securities

 

$

99

 

 

$

 

 

$

 

 

$

99

 

   Investments

 

 

 

 

 

41,067

 

 

 

 

 

 

41,067

 

Total assets

 

$

99

 

 

$

41,067

 

 

$

 

 

$

41,166

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

   Warrant liabilities - public warrants

 

$

11,483

 

 

$

 

 

$

 

 

$

11,483

 

   Warrant liabilities - private warrants

 

 

 

 

 

 

 

 

11,292

 

 

 

11,292

 

 Earnout liabilities

 

 

 

 

 

 

 

 

8,492

 

 

 

8,492

 

Total liabilities

 

$

11,483

 

 

$

 

 

$

19,784

 

 

$

31,267

 

 

December 31, 2024

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

   Marketable securities

 

$

97

 

 

$

 

 

$

 

 

$

97

 

   Investments

 

 

 

 

 

40,473

 

 

 

 

 

 

40,473

 

Total assets

 

$

97

 

 

$

40,473

 

 

$

 

 

$

40,570

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

   Warrant liabilities - public warrants

 

$

1,016

 

 

$

 

 

$

 

 

$

1,016

 

   Warrant liabilities - private warrants

 

 

 

 

 

 

 

 

916

 

 

 

916

 

 Earnout liabilities

 

 

 

 

 

 

 

 

996

 

 

 

996

 

Total liabilities

 

$

1,016

 

 

$

 

 

$

1,912

 

 

$

2,928

 

 

The Company had no assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2025 and December 31, 2024.

The Company also has financial instruments not measured at fair value. The Company has evaluated cash (Level 1), restricted cash (Level 1), accounts payable (Level 2), accrued expenses (Level 2) and ExtraCash receivables (Level 3) and believes the carrying value approximates the fair value due to the short-term nature of these balances. The fair value of the debt facility (Level 2) approximates its carrying value.

Marketable Securities:

The Company evaluated the quoted market prices in active markets for its marketable securities and has classified its securities as Level 1. The Company’s investments in marketable securities are exposed to price fluctuations. The fair value measurements for the securities are based upon the quoted prices of similar items in active markets multiplied by the number of securities owned.

 

Investments:

The following describes the valuation techniques used by the Company to measure the fair value of investments held as of June 30, 2025 and 2024.

U.S. Government Securities

The fair value of U.S. government securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. U.S. government securities are categorized in Level 2 of the fair value hierarchy.

Corporate Bonds and Notes

The fair value of corporate bonds and notes is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used.

 

 

 

Asset-Backed Securities

The fair value of these asset-backed securities is estimated by independent pricing services who use computerized valuation formulas to calculate current values. These securities are generally categorized in Level 2 of the fair value hierarchy or in Level 3 when market-based transaction activity is unavailable and significant unobservable inputs are used.

 

Public Warrants:

As discussed further in Note 9, Warrant Liabilities, in January 2022, upon completion of the Business Combination, public warrants were automatically converted to warrants to purchase Common Stock of the Company. These public warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash expense within the statement of operations. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The loss related to the change in fair value of the public warrant liability for the three and six months ended June 30, 2025 was $10.3 million and $10.5 million, respectively, which is presented within changes in fair value of public warrant liability in the condensed consolidated statements of operations.

A roll-forward of the Level 1 public warrant liability is as follows (in thousands):

 

Opening value at January 1, 2025

 

 

 

 

 

$

1,016

 

Change in fair value during the period

 

 

 

 

 

 

10,467

 

Ending value at June 30, 2025

 

 

 

 

 

$

11,483

 

Private Warrants:

As discussed further in Note 9, Warrant Liabilities, in January 2022, upon completion of the Business Combination, private warrants were automatically converted to warrants to purchase Common Stock of the Company. These private warrants met the definition of a derivative under ASC 815, and due to the terms of the warrants, were required to be liability classified. This warrant liability was initially recorded as a liability at fair value, with the offsetting entry recorded as a non-cash expense within the condensed consolidated statement of operations. The derivative liability was subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The loss related to the change in fair value of the private warrant liability for the three and six months ended June 30, 2025 was $10.2 million and $10.4 million, respectively, which is presented within changes in fair value of private warrant liabilities in the condensed consolidated statements of operations.

 

A roll-forward of the Level 3 private warrant liability is as follows (in thousands):

 

Opening value at January 1, 2025

 

 

 

 

 

$

916

 

Change in fair value during the period

 

 

 

 

 

 

10,376

 

Ending value at June 30, 2025

 

 

 

 

 

$

11,292

 

 

The Company used a Black-Scholes option pricing model to determine the fair value of the private warrant liability. The following table presents the assumptions used to value the private warrant liability for the three months ended June 30, 2025:

 

Exercise price

 

 

 

 

 

$

368

 

Expected volatility

 

 

 

 

 

 

62.88

%

Risk-free interest rate

 

 

 

 

 

 

3.84

%

Remaining term

 

 

 

 

 

1.51 years

 

Dividend yield

 

 

 

 

 

 

0

%

Earnout Shares Liability:

As part of the recapitalization and business combination in January 2022, 49,563 shares of Class A Common Stock held by founders of VPCC are subject to forfeiture if the vesting condition is not met over the five-year term following the Closing Date (“Founder Holder Earnout Shares”). These Founder Holder Earnout Shares were initially recorded as a liability at fair value and subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The loss related to the change in fair value of the Founder Holder Earnout Shares liabilities for the three and six months ended June 30, 2025, was $7.9 million and $7.5 million, respectively, which are presented within changes in fair value of earnout liabilities in the condensed consolidated statements of operations.

 

A roll-forward of the Level 3 Founder Holder Earnout Shares liability is as follows (in thousands):

 

Opening value at January 1, 2025

 

 

 

 

 

$

996

 

Change in fair value during the period

 

 

 

 

 

 

7,496

 

Ending value at June 30, 2025

 

 

 

 

 

$

8,492

 

 

The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the three months ended June 30, 2025:

 

Exercise price

 

 

 

 

 

$400-$480

 

Expected volatility

 

 

 

 

 

 

67.5

%

Risk-free interest rate

 

 

 

 

 

 

3.80

%

Remaining term

 

 

 

 

 

1.52 years

 

Dividend yield

 

 

 

 

 

 

0

%

 

There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.