v3.26.1
The Floow Divestiture
12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
The Floow Divestiture

3. The Floow Divestiture

On September 19, 2024, the Company completed the divestiture of Otonomo’s wholly-owned subsidiary, The Floow Limited (“The Floow”), as part of its strategic effort to divest non-core assets and dedicate its resources to advancing its core business (the “Divestiture”). As a result of the Divestiture, the Company returned 51% equity ownership to The Floow’s management while retaining 49% ownership in the form of 3,000,000 preference shares of The Floow. The preference shares were valued at $1,350 by an independent valuation specialist utilizing principally the discounted cash flow method (an income approach) and considered the guideline company method using market multiples (a market approach). The Company recorded the value of the preference shares as an investment under the equity method of accounting, and the investment in The Floow is presented within other non-current assets in the consolidated balance sheets. The Company will have limited continuing involvement in The Floow as it only retains certain, customary protective rights regarding its investment. The Floow’s management is not considered a related party of the Company before or after the Divestiture.

The Company recognized the difference between the fair value of the preference shares and the carrying amounts of the deconsolidated net assets of The Floow on the date of the Divestiture as a loss on the transaction of $3,290 which is presented in other income (expense), net in the consolidated statements of operations. The Divestiture did not meet the criteria for presentation as a discontinued operation.

The Company determined that it has a variable interest in The Floow due to its ownership of the preference shares. The Floow was further determined to be a variable interest entity as it may require additional subordinated financial support based on historical performance and because the initial equity at risk may not be sufficient to finance its planned future operations. The Company concluded that it does not have the power to direct the activities that most significantly impact the economic performance of The Floow, and therefore, it does not qualify as the primary beneficiary. Accordingly, after the Divestiture, The Floow is not consolidated.

The Company’s risk of loss with respect to its preference shares in The Floow is limited to the carrying value of its investment balance, which was $1,555 and $1,350 as of December 31, 2025 and 2024, respectively.

The Company paid $1,400 to use a perpetual royalty-free license for The Floow’s technology, which is presented within property, equipment and software, net in the consolidated balance sheets. The fair value of the license on September 19, 2024 was determined to be equal to its purchase price using the replacement cost method. The license is amortized over a five-year useful life.