v3.26.1
Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Income (loss) before provision for income taxes consisted of the following (in thousands):
Year Ended December 31,
20252024
United Kingdom(293,932)(156,711)
Foreign3,597 3,183 
Loss before provision for income taxes(290,335)(153,528)
The provision for income taxes for the years ended December 31, 2025 and 2024 was computed at the UK statutory income tax rate. The income tax provision for the years then ended comprised (in thousands):
Year Ended December 31,
20252024
Current income tax provision
United Kingdom$— $— 
Foreign(2,495)2,031 
Total current (benefit) expense:$(2,495)$2,031 
Deferred income tax (benefit) expense:
United Kingdom— — 
Foreign22 (437)
Total deferred income tax (benefit) expense:$22 $(437)
Total provision for income taxes$(2,473)$1,594 
A reconciliation of income tax expense computed at the statutory UK corporation tax rate to income taxes as reflected in the consolidated financial statements, in accordance with the guidance in ASU 2023-09, is as follows (in thousands):
Year Ended December 31,
2025
AmountRate
Pretax loss$(290,335)
UK Federal Statutory Tax Rate(72,584)25.0%
Foreign tax effects:
United States:
Foreign rate differential(144)—%
Foreign-derived intangible income (FDII) deduction(2,772)1.0%
Tax credits - federal research and development credit(1,478)0.5%
State and local income taxes, net of federal benefit19 —%
Other1,005 (0.3)%
Change in valuation allowance21,860 (7.5)%
Nontaxable or nondeductible items
R&D deduction(64)—%
R&D deductions surrendered138 —%
R&D credit included in profit before tax3,305 (1.1)%
Change in fair value warrant liabilities42,572 (14.7)%
Group relief1,705 (0.6)%
Other3,965 (1.4)%
Income tax benefit$(2,473)0.9%
A reconciliation of income tax expense computed at the statutory UK corporation tax rate to income taxes as reflected in the consolidated financial statements, in accordance with the guidance prior to the adoption of ASU 2023-09, is as follows (in thousands):
Year Ended December 31,
2024
Corporation tax at UK statutory rate
$(38,382)
Permanent differences27 
UK R&D tax credit14,375 
Change in valuation allowance25,410 
State income taxes57 
Deferred tax asset true-up676 
Return to provision
(1,214)
Share-based compensation
774 
Change in UK tax rate
— 
Other(129)
$1,594 
The Company's effective tax rate includes the effects of state and local income taxes, net of the federal income tax benefit, which are primarily attributable to New York and New York City, where the Company has significant business activities. These states have higher tax rates compared to other jurisdictions where the Company operates, and together, they account for more than half of the Company's total state tax expense.
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 consist of the following (in thousands):
Year Ended December 31,
20252024
Net operating loss carryforward$110,742 $84,927 
Reserves and accruals2,954 647 
Share-based compensation18,662 18,205 
Charitable contributions44 126 
Total deferred tax assets132,402 103,905 
Valuation allowance(128,651)(100,090)
Depreciation— (41)
Total deferred tax liabilities— (41)
Net deferred tax assets$3,751 $3,774 
As of December 31, 2025 and 2024, the Company had UK net operating loss carryforwards of approximately $577.9 million, and $280.8 million, respectively, that can be carried forward indefinitely.
Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2025 and 2024 related primarily to the increases in net operating loss and were as follows (in thousands):
Year Ended December 31,
20252024
Valuation allowance at beginning of year$100,090 $76,072 
Increases recorded to income tax provision21,860 25,411 
Increases recorded to CTA6,701 (1,393)
Valuation allowance at end of year$128,651 $100,090 
Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2025 and 2024, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance against its net UK deferred tax assets as of December 31, 2025 and 2024. The deferred tax asset recognized relates entirely to the US entity.
The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2025 and 2024.
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss.
The Company and its subsidiaries file corporation tax returns in the UK and income tax returns in the U.S. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the federal, state, or foreign tax authorities, if such tax attributes are utilized in a future period.
The following summarizes the Company’s income taxes paid, net of refunds received for the year presented below, in accordance with the guidance in ASU 2023-09 (in thousands):
Year Ended December 31,
2025
United Kingdom$— 
United States755 
Total$755 

One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA introduced multiple U.S. federal income tax changes such as deductibility of domestic research and development expenses, deductibility on certain property additions and limitations on interest expense deduction. The OBBBA did not have a material impact on the Company’s financial position, results of operations and cash flows for the year ended December 31, 2025. The Company will continue to evaluate the impact of the OBBBA as further information becomes available.