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INCOME TAX
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
INCOME TAX 12 – INCOME TAX
As of December 31, 2025, the Company holds 49.49% of the economic interest in OpCo, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, OpCo generally is not subject to U.S. federal income tax under current U.S. tax laws. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its distributive share of the net taxable income (loss) and any related tax credits of OpCo.
The components of the Company's income tax expense are as follows:
For The Year Ended
December 31,
(in thousands)20252024
Current:
Federal$74 $50 
State32 1 
Total current106 51 
Deferred:
Federal— — 
State— — 
Total deferred— — 
Total income tax expense$106 $51 
The Company’s effective tax rate was (0.8)% for the year ended December 31, 2025 and was (0.5)% for the year ended December 31, 2024. The effective income tax rates for each period differed significantly from the statutory rate primarily due to the losses allocated to NCI and the recognition of a valuation allowance as a result of the Company’s tax structure.
For the year ended December 31, 2025, a reconciliation of income tax expense following adoption of ASU 2023-09 is as follows:

For The Year Ended
December 31,
2025
(in thousands)AmountRate
Tax provision at statutory rate$(2,946)21.00 %
State taxes, net of federal benefit25 (0.17)%
Valuation allowance1,737 (12.38)%
Nontaxable or nondeductible items:
   Non-controlling interests1,507 (10.74)%
Other adjustments:
   Share-based compensation(218)1.55 %
   Other items1 (0.02)%
Income tax expense$106 (0.76)%
For the year ended December 31, 2025, the amounts of cash paid for income taxes were as follows:

(in thousands)For The Year Ended December 31, 2025
U.S. Federal$137 
U.S. State55 
Income tax cash payments
$192 
For the year ended December 31, 2024, a reconciliation of income tax expense prior to the adoption of ASU 2023-09 is as follows:
For The Year Ended
December 31,
(in thousands)2024
Computed tax (21%)$(2,197)
Income tax benefits attributable to noncontrolling interests1,509 
Change in tax basis of OpCo1,555 
Change in valuation allowance(755)
Other items(61)
Income tax expense$51 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Noncurrent deferred tax assets (liabilities) were as follows:
As of December 31,
(in thousands)20252024
Deferred tax liabilities:
Total deferred tax liabilities$— $— 
Deferred tax assets:
Intangible assets$197 $193 
Stock-based compensation316 99 
Investment in OpCo9,407 7,891 
Net operating losses1 — 
Total deferred tax assets9,921 8,183 
Valuation allowance(9,921)(8,183)


Total net deferred tax assets$— $— 
The Company has assessed the realizability of its net deferred tax assets and that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. As of December 31, 2025, the Company has maintained a full valuation allowance against its deferred tax assets, which will be maintained until there is sufficient evidence to support the reversal of all or some portion of the allowance.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. Federal, state and local income tax returns that may be subject to audit in future periods. No U.S. Federal, state and local income tax returns are currently under examination by the respective taxing authorities.
On July 4, 2025, the “One Big, Beautiful Bill Act” (“OBBB Act”) was signed into federal law. The OBBB Act included multiple provisions applicable to U.S. income tax for businesses, including bonus depreciation for qualified tangible property, immediate expensing of research expenditures, and updates to the calculation of disallowed interest. For the year ended December 31, 2025, the Company recognized the provisions of the OBBB Act in determining its income tax expense, including immediate expensing of research expenditures.
Tax Receivable Agreement
On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with Holdings (together with its permitted transferees, the “TRA Holders,” and each a “TRA Holder”) and the Agent (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, the Company is required to pay each TRA Holder 85% of the amount of realized tax benefit, if any, in U.S. federal, state and local income and franchise tax that the Company actually realizes (computed using certain simplifying assumptions) or is deemed to realize in certain circumstances in periods after the Closing Date as a result of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Class C OpCo Units pursuant to the exercise of the OpCo Exchange Right, a Mandatory Exchange or the Call Right (each as defined in the Amended and Restated LLC Agreement of OpCo) and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company will retain the benefit of the remaining 15% of these net cash savings. The Tax Receivable Agreement contains a payment cap of $50,000, which applies only to certain payments required to be made in connection with the occurrence of a change of control. The payment cap would not be reduced or offset by any amounts previously paid under the Tax Receivable Agreement or any amounts that are required to be paid (but have not yet been paid) for the year in which the change of control occurs or any prior years.
As of December 31, 2025 and 2024, the Company did not record a tax receivable liability.