v3.26.1
FAIR VALUE MEASUREMENT
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
The following table presents the fair value of the Company's financial instruments that are measured or disclosed at fair value on a recurring basis (in thousands):
 March 31, 2026
Level 1Level 2Level 3
Assets:
Cash equivalents
Treasury bills$40,322 $— $— 
Money market funds61,484 — — 
Other non-current assets
Derivative— — 2,295 
Total assets$101,806 $— $2,295 
Liabilities:
Contingent acquisition liabilities (Current)
Contingent earnout consideration
$— $— $— 
Contingent acquisition liabilities (Non-current)
Contingent earnout consideration
— — 87,334 
Total liabilities$— $— $87,334 
December 31, 2025
Level 1Level 2Level 3
Assets:
Cash equivalents
Treasury bills$39,920 $— $— 
Money market funds21,334 — — 
Other non-current assets
Derivative— — 4,786 
Total assets$61,254 $— $4,786 
Liabilities:
Contingent acquisition liabilities (Current)
Contingent earnout consideration
$— $— $4,400 
Contingent acquisition liabilities (Non-current)
Contingent earnout consideration
— — 129,227 
Total liabilities$— $— $133,627 

Escrow Consideration

Derivative

The reconciliation of the Company's derivative measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:

Balance as of December 31, 2025$4,786 
Change in the fair value of derivative(2,491)
Balance as of March 31, 2026$2,295 
Balance as of December 31, 2024$110 
Change in the fair value of derivative1,289 
Balance as of March 31, 2025$1,399 
The Company accounted for the Escrow Consideration under Amelia acquisition as equity-classified shares issued as part of the consideration transferred. Upon the settlement of any valid indemnification claims against the selling shareholders, the escrow agent will return a number of shares to the Company equal to the dollar value of the indemnified loss divided by the reference price of $5.35 as stipulated in the purchase agreement. The Company concluded that this variability in settlement value is a derivative that is required to be remeasured to fair value due to changes in stock price. During the three months ended March 31, 2026 and 2025, the Company recognized a loss of $2.5 million and a gain of $1.3 million, respectively, related to the change in fair value of derivative under other income (expense), net in the condensed consolidated statement of operations and comprehensive income (loss).
Contingent Acquisition Liabilities
Contingent Holdback Consideration
The reconciliation of the Company's Contingent SYNQ3 Holdback Consideration measured at fair value, including the effect of measurement period adjustments, on a recurring basis using unobservable inputs (Level 3) is as follows:
Balance as of December 31, 2024$4,076 
Change in the fair value of liability(2,349)
Balance as of March 31, 2025$1,727 
Balance as of March 31, 2026$— 
The fair value of the cash portion of the Contingent SYNQ3 Holdback Consideration was estimated based upon the holdback period of 15 months, and discounted using the risk-free interest rate based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the 15-month holdback period. The fair value of the equity portion of the Contingent SYNQ3 Holdback Consideration was estimated based upon the value of the Company’s Class A Common Stock price. The fair value of the Contingent SYNQ3 Holdback Consideration was initially measured on January 3, 2024, the date on which the Company completed the acquisition of SYNQ3.
For the three months ended March 31, 2025, the Company recognized a gain of $2.3 million related to the Contingent SYNQ3 Holdback Consideration.
The fair value of the Contingent SYNQ3 Holdback Consideration has been estimated as of the Closing Date and March 31, 2025, under the following assumptions:
January 3, 2024March 31, 2025
Risk-free interest rate4.6 %3.9 %
Holdback period1.25 years0.00 years
Contingent Earnout Consideration
The reconciliation of the Company's contingent earnout consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:
Balance as of December 31, 2024$286,898 
Change in the fair value of liability(173,751)
Balance as of March 31, 2025$113,147 
Balance as of December 31, 2025$133,627 
Change in the fair value of liability(39,392)
Settlement(6,901)
Balance as of March 31, 2026$87,334 
For the three months ended March 31, 2026 and 2025, the Company recognized a gain of $39.4 million and $173.8 million, respectively, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive income (loss).
The Company utilizes a Monte Carlo simulation to value the contingent earnout consideration. The Company selected this model as it believes it is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the contingent earnout consideration. Such assumptions include, among other inputs, expected stock price volatility, risk-free rates, and change in control assumptions. The Company estimates the expected volatility of its common stock based on historical volatility of a peer group, considering the remaining term of the contingent earnout consideration. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the contingent earnout consideration. The expected life of the contingent earnout consideration is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
The fair value of the Contingent SYNQ3 Earnout Consideration acquired from the SYNQ3 Acquisition has been estimated as of the Closing Date, March 31, 2025 and March 31, 2026, with the following assumptions for the unobservable inputs:
January 3, 2024March 31, 2025March 31, 2026
Discount rate12.6 %13.0 %14.6 %
Expected stock price volatility115.3 %120.0 %115.0 %
Risk-free interest rate4.2 %3.9 %3.7 %
Expected dividend yield0.0 %0.0 %0.0 %
Expected life
0.5 - 2.5 years
0.38 - 1.25 years
0.75 years
The fair value of the Contingent Amelia Earnout Consideration acquired from the Amelia Acquisition has been estimated as of the Closing Date, March 31, 2025 and March 31, 2026, with the following assumptions for the unobservable inputs:
August 6, 2024March 31, 2025March 31, 2026
Metric specific discount rate8.0 %7.5 %8.5 %
Earnout payment discount rate3.8 %3.9 %3.7 %
Expected stock price volatility73.0 %118.0 %80.0 %
Expected metric volatility11.0 %13.0 %15.0 %
Risk-free interest rate for target revenue4.0 %3.9 %3.7 %
Risk-free interest rate for stock price3.8 %3.9 %3.7 %
Expected dividend yield0.0 %0.0 %0.0 %
Expected life
1.4 - 2.4 years
0.75 - 1.75 years
0.75 years
The fair value of the Contingent Interactions Earnout Consideration acquired from the Interactions Acquisition has been estimated as of the Closing Date and March 31, 2026, with the following assumptions for the unobservable inputs:
September 3, 2025March 31, 2026
Metric specific discount rate8.0 %9.0 %
Risk-free interest rate for target revenue3.5 %3.7 %
Expected metric volatility15.0 %20.0 %
Earnout payment discount rate6.8 %7.0 %
Expected life
1.3 - 2.3 years
0.75 - 1.75 years
There were no transfers of financial instruments between Level 1, Level 2 and Level 3 during the three months ended March 31, 2026 and 2025.