Business Combination and Related Transactions (Tables)
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3 Months Ended |
Mar. 31, 2026 |
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Business Combination Consideration |
The consideration paid was comprised of cash and common stock, as follows (in thousands): | | | | | | | Consideration: | | | Cash consideration | $ | 32,392 | | Fair value of common stock issued, less shares subject to continued employment requirements(1) | 22,780 | | | $ | 55,172 | |
(1)Calculated based upon 1,187,672 shares at the stock price of $19.18 per share on the Closing Date.
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| Business Combination, Recognized Asset Acquired and Liability Assumed |
The following table provides the assets acquired and liabilities assumed as of the date of acquisition (in thousands): | | | | | | | Estimated Fair Value | | Purchase consideration | $ | 55,172 | | | Amounts of identifiable assets and liabilities assumed | | | Cash and cash equivalents | $ | 4,899 | | | Accounts receivable, net | 1,594 | | | Inventory | 2,159 | | Prepaid expenses and other current assets (1) | 4,065 | | | Property and equipment, net | 701 | | | Operating lease, right-of-use assets | 1,233 | | | Intangible assets, net | 23,400 | | | Other non-current assets | 66 | | | Accounts payable | (1,692) | | | Accrued and other current liabilities | (10,792) | | | Contract liabilities, current | (2,279) | | | Operating lease liability, current portion | (197) | | | Operating lease liability, non-current portion | (1,003) | | | Deferred tax liability | (5,507) | | | Total identifiable net assets | $ | 16,647 | | | Goodwill | 38,525 | | | $ | 55,172 | |
(1) Prepaid expenses and other current assets includes a $1.9 million indemnification asset, with the underlying indemnified liability of $6.3 million recorded within accrued and other current liabilities.
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| Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class |
Identified intangible assets acquired and their estimated useful lives as of February 4, 2026, were (in thousands, except years): | | | | | | | | | | | | | Estimated Useful Life (in years) | | Estimated Fair Value | | Trade name | 6 | | $ | 1,500 | | | Developed technology | 4 | | 14,000 | | | Customer relationships | 8 | | 7,900 | | | Intangible assets, net | | | $ | 23,400 | |
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| Schedule of Business Acquisition, Pro Forma Information |
The unaudited supplemental pro forma information below presents the combined historical results of operations of the Company and Stereolabs as if Stereolabs had been acquired as of January 1, 2025 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, | | | | 2026 | | | | 2025 | | Revenue | | | $ | 50,216 | | | | | $ | 34,371 | | | Net loss | | | $ | (24,245) | | | | | $ | (31,848) | |
The unaudited supplemental pro forma information above includes the following adjustments to net loss in the appropriate pro forma periods (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 31, | | | | 2026 | | | | 2025 | | An increase in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results. | | | $ | (484) | | | | | $ | (1,184) | | A decrease (increase) in expenses related to the transaction expenses. This amount includes $3.0 million in transaction expenses incurred by the sellers. | | | $ | 4,137 | | | | | $ | (8,022) | | | An increase in additional stock-based compensation expense related to shares issued to key Stereolabs employees in the acquisition that are considered compensatory in the post business combination periods due to the additional service requirement, net of the stock compensation expense already reflected in actual historical results. | | | $ | (303) | | | | | $ | (780) | | A decrease (increase) in additional stock-based compensation expense related to the impact of the acceleration of Stereolabs warrants that vested at the close of the Stereolabs acquisition. | | | $ | 207 | | | | | $ | (207) | |
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