v3.26.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements.
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

See Note 1, “Organization – Significant Accounting Policies – Fair Value” for a description of the fair value hierarchy.
Level 1 and Level 2 Fair Value of Financial Instruments on a Recurring Basis

The following table presents the financial assets measured on a recurring basis by contractual maturity, including pricing category, amortized cost, gross unrealized gains and losses, and fair value. The Company has no Level 1 and Level 2 financial liabilities measured on a recurring basis.
December 31, 2025
December 31, 2024
Pricing CategoryAmortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAmortized CostGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
Money market fundsLevel 1$353,841 $— $— $353,841 $15,709 $— $— $15,709 
Level 3 Fair Value of Financial Instruments on a Recurring Basis

The following table presents the Level 3 financial liabilities measured on a recurring basis. The Company has no Level 3 financial assets measured on a recurring basis.
December 31,
20252024
(In thousands)
Liabilities:
Derivative liability$— $1,164 
Earnout liabilities108,671 — 
Warrant liabilities19,534 — 
Total liabilities$128,205 $1,164 
Level 3 Valuation and Reconciliation
Derivative Liability

On February 26, 2025, the Company remeasured the derivative liability, related to the Hatch Note, using the Black-Scholes model upon the change in terms of the Hatch Note. The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date. See Note 4, “Other Financial Information - Notes Payable” for additional information regarding the Hatch Note.

The following table summarizes the significant inputs to value the derivative liability.
February 26,
2025 (1)
December 31,
2024
Class C-1 unit price n/a $1.47
Class A common unit price$2.16 n/a
Expected volatility
55.0% - 59.1%
55.0% - 59.1%
Risk-free rate
4.20% - 4.34%
4.20% - 4.34%
Credit risk spread0.290.29
Remaining term (in years)
0.2 - 0.57
0.2 - 0.57
(1)The Hatch Note was settled on February 26, 2025, and therefore, no further remeasurement was performed after the settlement date.

The following table presents the reconciliation of the derivative liability measured at fair value on a recurring basis.
Year Ended December 31,
20252024
(In thousands)
Beginning balance$1,164 $420 
Change in estimated fair value (1)
(716)744 
Settlement of the Note upon conversion(448)— 
Ending balance$— $1,164 
(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.
Earnout Liabilities

The Company valued the Earnout Shares liability using a Monte Carlo simulation which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and December 31, 2025.

The following table summarizes the significant inputs to value the Earnout Shares liability.
December 31,
2025
Share price$11.90
Expected volatility70.1%
Risk-free interest rate3.70%
Remaining term (in years)5.2

The following table presents the reconciliation of the Earnout Shares liability measured at fair value on a recurring basis. See Note 2, “Merger Transaction and Acquisition - IPXX Business Combination Agreement,” for additional information regarding the Earnout Shares liability.
December 31,
20252024
(In thousands)
Beginning balance$— $— 
Establishment of liability at March 13, 202599,639 — 
Change in estimated fair value (1)
9,032 — 
Ending balance$108,671 $— 
(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.
Warrant Liability

On March 13, 2025, the Company issued Series A Investor Warrants in exchange for prior Class A Purchase Warrants in connection with the Merger and related transactions. The Company valued the liability classified Series A Investor Warrants using a Monte Carlo simulation, which includes Level 3 unobservable inputs on the initial valuation date (March 13, 2025) and December 31, 2025. On May 2, 2025, the exercise price was reset from $12.00 to $7.00 as a result of the warrant issuances under the $75M PIPE (as defined below). See the Common Stock Warrant Liability section in this footnote below, and Note 7, Mezzanine and Stockholders' Equity, for further details related to the Series A Investor Warrants

The following table summarizes the significant inputs to value the Series A Investor Warrants liability.
December 31,
2025
Share price$11.90
Exercise price (1)
$7.00
Expected volatility67.3%
Risk-free rate3.6%
Dividend yield—%
Put term (in years)4.2
(1)On May 2, 2025, the exercise price of this warrant was reset from $12.00 to $7.00.
The following table presents the reconciliation of the Series A Investor Warrants liability measured at fair value on a recurring basis.
December 31,
20252024
(In thousands)
Beginning balance$— $— 
Establishment of liability at March 13, 202540,652 — 
Change in estimated fair value (1)
37,549 — 
Warrant exercises
(58,667)— 
Ending balance$19,534 $— 
(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.
Private Investment in Public Entity Financing

On May 2, 2025, the Company closed its $75.0 million private investment in public equity (“PIPE”) financing agreement (the “$75M PIPE”) with a single institutional investor. The $75M PIPE included issuance of Common Stock, Common Stock warrants and Prefunded warrants. Both Common Stock warrants and Prefunded warrants are treated as liabilities and are remeasured at each reporting date, with the corresponding gain or loss recognized in Loss on fair market value of financial instruments, net on the Consolidated Statements of Operations and Comprehensive Loss.

See Note 7, “Mezzanine and Stockholders' Equity – Private Investment in Public Entity Financing,” for further information regarding the issuances under the $75M PIPE.
Common Stock Warrant Liability Valuation

The Company valued the $75M PIPE Common Stock warrants, which include Level 3 unobservable inputs using a Monte Carlo simulation model at issuance and at December 31, 2025. As of December 31, 2025, all Common Stock warrants were exercised.

The following table summarizes the significant inputs to value the Common Stock warrants liability at issuance. Upon exercise, the Company recognized the fair value based upon the intrinsic value at the time of exercise.
May 2,
2025
Share price$10.31
Exercise price$7.00
Expected volatility140.0%
Risk-free rate4.2%
Dividend yield—%
Put term (in years)
5.4
The following table presents the reconciliation of the Common Stock warrants liability measured at fair value on a recurring basis.
December 31,
20252024
(In thousands)
Beginning balance$— $— 
Establishment of liability at May 2, 202584,807 — 
Change in estimated fair value (1)
58,138 — 
Warrant exercises
(142,945)— 
Ending balance$— $— 
(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.
Prefunded Warrant Liability Valuation

The Company valued the $75M PIPE Prefunded warrants based on the Company’s share value of $10.31 at issuance. As of December 31, 2025, all Prefunded warrants were exercised.

The following table presents the reconciliation of the Prefunded warrants liability measured at fair value on a recurring basis.
December 31,
20252024
(In thousands)
Beginning balance$— $— 
Establishment of liability at May 2, 202522,309 — 
Change in estimated fair value (1)
1,396 — 
Warrant exercises(23,705)— 
Ending balance$— $— 
(1)Change in estimated fair value is recognized in Loss on fair market value of financial instruments, net in the Consolidated Statements of Operations and Comprehensive Loss.