v3.25.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 11 — Fair Value Measurements

Certain of the Company's financial assets and liabilities are reported at fair value on the unaudited condensed consolidated balance sheets. An established fair value hierarchy prioritizes the relative reliability of inputs used in fair value measurements. The hierarchy gives highest priority to Level 1 inputs that represent unadjusted quoted market prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are directly or indirectly observable inputs other than quoted prices included within Level 1. Level 3 inputs are unobservable inputs and have the lowest priority in the hierarchy.

Recurring Fair Value Measurements

The following tables presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
(in thousands)Public Warrants
(Level 1)
Senior Secured Term Loan
(Level 2)
Private
Placement Warrants
(Level 3)
Working Capital Warrants
(Level 3)
Total
Liabilities
Fair Value
Fair Value as of December 31, 2024$ $833,542 $79,263 $47,678 $960,483 
Additions— 21,010 — — 21,010 
Change in valuation inputs or other assumptions— — 13,492 7,803 21,295 
Fair Value as of March 31, 2025 854,552 92,755 55,481 1,002,788 
Additions— 21,009 — — 21,009 
Change in valuation inputs or other assumptions— — (17,325)(9,821)(27,146)
Fair Value as of June 30, 2025$ $875,561 $75,430 $45,660 $996,651 
(in thousands)Public Warrants (Level 1)Senior Secured Term Loan
(Level 2)
Private
Placement Warrants
(Level 3)
Working Capital Warrants
(Level 3)
Total
Liabilities
Fair Value
Fair Value as of February 14, 2024$39,962 $761,401 $19,813 $ $821,176 
Additions— 9,801 — 10,283 20,084 
Change in valuation inputs or other assumptions(2,875)— 550 562 (1,763)
Fair Value as of March 31, 202437,087 771,202 20,363 10,845 839,497 
Additions— 19,175 — — 19,175 
Change in valuation inputs or other assumptions24,294 — 37,839 19,045 81,178 
Fair Value as of June 30, 2024$61,381 $790,377 $58,202 $29,890 $939,850 

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the three and six months ended June 30, 2025 (Successor), the three months ended June 30, 2024 (Successor) or for the period from February 14, 2024 through June 30, 2024 (Successor).

There were no financial assets or liabilities accounted for at fair value on a recurring basis in the Predecessor financial statements for the period from January 1, 2024 to February 13, 2024 (Predecessor).

Fair Value of Financial Assets

The carrying amount of cash and cash equivalents, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate their fair value because of the short-term nature of the instruments.

Senior Secured Term Loan

As of June 30, 2025 and December 31, 2024, the estimated fair value of the Senior Secured Term Loan approximates the amount of principal and paid-in-kind interest outstanding because the interest rate is reflective of market rates and such outstanding amount may be repaid, in full or in part, at any time without penalty. The associated inputs are considered a Level 2 fair value measurement.

Warrant Liabilities

Prior to the Redemption, the Public Warrants were measured at the observable quoted price in active markets. Refer to Note 7 — Warrants for details regarding the Warrant exercises and redemptions for the period from February 14, 2024 through December 31, 2024 (Successor). The estimated fair values of the Private Warrants and the Working Capital Warrants are measured using the Modified Black-Scholes Optional Pricing Model, which utilizes Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. A change in these significant unobservable inputs to a different value could result in a significantly higher or lower fair value measurement at future reporting dates. The Company estimates the volatility of its Common Stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Changes in the estimated fair value of the Private Placement Warrants and Working Capital Warrants are included in the Change in fair value of warrant liabilities on the Company's unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025 (Successor), the three months ended June 30, 2024 (Successor), the period from February 14, 2024 through June 30, 2024 (Successor) and the period January 1, 2024 through February 13, 2024 (Predecessor).

As Private Placement Warrants held by FL Co-Investment, LLC (“FL Co-Investment”) and Intrepid Financial Partners, L.L.C. (“Intrepid Financial Partners”) will not be exercisable more than five years from the effective date of the registration statement, the exercise period end date is different than other Private Placement Warrants and Working Capital Warrants which will expire five years after the Closing Date or earlier upon redemption or liquidation. Accordingly, they have different inputs to the Modified Black-Scholes Optional Pricing Model.
The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners as of June 30, 2025.

InputsJune 30, 2025
Stock price$21.98 
Strike price$11.50 
Term (in years)0.65
Volatility85.0 %
Risk-free rate4.10 %
Dividend yield0.00 %

The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Working Capital Warrants and the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, as of June 30, 2025.

InputsJune 30, 2025
Stock price$21.98 
Strike price$11.50 
Term (in years)3.63 
Volatility55.0 %
Risk-free rate3.65 %
Dividend yield0.00 %

The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners as of December 31, 2024.

InputsDecember 31, 2024
Stock price$22.90 
Strike price$11.50 
Term (in years)1.15
Volatility60.0 %
Risk-free rate4.09 %
Dividend yield0.00 %

The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Working Capital Warrants and the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment and Intrepid Financial Partners, as of December 31, 2024.

InputsDecember 31, 2024
Stock price$22.90 
Strike price$11.50 
Term (in years)4.12 
Volatility45.0 %
Risk-free rate4.24 %
Dividend yield0.00 %