| Schedule of Financial Instruments Measured at Fair Value |
The following table presents the fair value of the Company's financial instruments that are measured or disclosed at fair value on a recurring basis (in thousands): | | | | | | | | | | | | | | | | | | | June 30, 2025 | | Level 1 | | Level 2 | | Level 3 | | Assets: | | | | | | | Cash equivalents | | | | | | | Treasury bills | $ | 39,057 | | | $ | — | | | $ | — | | | Money market funds | 100,692 | | | — | | | — | | | Other non-current assets | | | | | | | Derivative | $ | — | | | $ | — | | | $ | 2,289 | | | Total assets | $ | 139,749 | | | $ | — | | | $ | 2,289 | | | Liabilities: | | | | | | | Contingent acquisition liabilities | | | | | | Contingent earnout consideration | — | | | — | | | 142,113 | | | Total liabilities | $ | — | | | $ | — | | | $ | 142,113 | |
| | | | | | | | | | | | | | | | | | | December 31, 2024 | | Level 1 | | Level 2 | | Level 3 | | Assets: | | | | | | | Cash equivalents | | | | | | | Treasury bills | $ | 38,070 | | | $ | — | | | $ | — | | | Money market funds | 131,767 | | | — | | | — | | | Other non-current assets | | | | | | | Derivative | $ | — | | | $ | — | | | $ | 110 | | | Total assets | $ | 169,837 | | | $ | — | | | $ | 110 | | | Liabilities: | | | | | | Other current liabilities | | | | | | Contingent holdback consideration | $ | — | | | $ | — | | | $ | 4,076 | | Contingent acquisition liabilities | | | | | | Contingent earnout consideration | — | | | — | | | 286,898 | | | Total liabilities | $ | — | | | $ | — | | | $ | 290,974 | |
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| Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation |
The reconciliation of the Company's derivative measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:
| | | | | | | Balance as of December 31, 2024 | $ | 110 | | | Change in the fair value of derivative | $ | 1,289 | | | Balance as of March 31, 2025 | $ | 1,399 | | | Change in the fair value of derivative | $ | 890 | | | Balance as of June 30, 2025 | $ | 2,289 | |
The reconciliation of the Company's Contingent Holdback Consideration measured at fair value, including the effect of measurement period adjustments, on a recurring basis using unobservable inputs (Level 3) is as follows: | | | | | | | Balance as of December 31, 2024 | $ | 4,076 | | | Change in the fair value of liability | (2,349) | | | | | Balance as of March 31, 2025 | $ | 1,727 | | | Change in the fair value of liability | 2,393 | | | Settlement | (4,120) | | | Balance as of June 30, 2025 | $ | — | |
| | | | | | | Balance as of December 31, 2023 | $ | — | | | Acquisition of SYNQ3 | 981 | | | Change in the fair value of liability | 1,570 | | | Balance as of March 31, 2024 | $ | 2,551 | | | Measurement period adjustments | (554) | | | Change in the fair value of liability | (1,224) | | | Balance as of June 30, 2024 | $ | 773 | |
The reconciliation of the Company's contingent earnout consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | | | | | | | Balance as of December 31, 2024 | $ | 286,898 | | | Change in the fair value of liability | (173,751) | | | Balance as of March 31, 2025 | $ | 113,147 | | | Change in the fair value of liability | 28,966 | | | Balance as of June 30, 2025 | $ | 142,113 | |
| | | | | | | Balance as of December 31, 2023 | $ | — | | | Acquisition of SYNQ3 | 1,676 | | | Change in the fair value of liability | 2,592 | | | Balance as of March 31, 2024 | $ | 4,268 | | | Change in the fair value of liability | $ | 142 | | | Balance as of June 30, 2024 | $ | 4,410 | |
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| Schedule of Fair Value Measurement Technique |
The fair value of the Contingent Holdback Consideration has been estimated as of the Closing Date, June 30, 2024 and June 30, 2025, under the following assumptions: | | | | | | | | | | January 3, 2024 | June 30, 2024 | | Risk-free interest rate | 4.6 | % | 4.9 | % | | Holdback period | 1.25 years | 0.75 years |
The fair value of the Contingent SYNQ3 Earnout Consideration acquired from SYNQ3 Acquisition has been estimated as of the Closing Date, June 30, 2024 and June 30, 2025, with the following assumptions for the unobservable inputs: | | | | | | | | | | | | | January 3, 2024 | June 30, 2024 | June 30, 2025 | | Discount rate | 12.6 | % | 13.0 | % | 12.8 | % | | Expected stock price volatility | 115.3 | % | 130.0 | % | 120.0 | % | | Risk-free interest rate | 4.2 | % | 4.6 | % | 3.8 | % | | Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | | Expected life | 0.5 - 2.5 years | 0.25 - 2 years | 0.25 - 1 years |
The fair value of the Contingent Amelia Earnout Consideration acquired from Amelia Acquisition has been estimated as of the Closing Date and June 30, 2025, with the following assumptions for the unobservable inputs: | | | | | | | | | | August 6, 2024 | June 30, 2025 | | Metric specific discount rate | 8.0 | % | 7.5 | % | | Earnout payment discount rate | 3.8 | % | 3.7 | % | | Expected stock price volatility | 73.0 | % | 123.0 | % | | Expected metric volatility | 11.0 | % | 13.0 | % | | Risk-free interest rate for target revenue | 4.0 | % | 3.9 | % | | Risk-free interest rate for stock price | 3.8 | % | 3.8 | % | | Expected dividend yield | 0.0 | % | 0.0 | % | | Expected life | 1.4 - 2.4 years | 0.5 - 1.5 years |
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