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FAIR VALUE MEASUREMENTS
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, debt, accounts payable, contingent consideration, bank warrants and at-the-money warrants. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate their fair value due to the relatively short maturity of these instruments. Due to the variable rate nature of the Company’s debt, the carrying value of debt approximates the fair value of debt.
The fair value of the contingent consideration, bank warrants and at-the-money warrants is based on significant inputs not observable in the market, such as volatility, risk-free rate, and expected term, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company used a market approach based on the most recent arms-length transaction to estimate the enterprise value of the Company and then allocated the enterprise value to the liability-classified warrants using an option-pricing model. The ISA contingent earnout
liability is recorded at the fair value of the potential future payments to the sellers based on the achievement of specified revenue thresholds over the earnout period. Changes in the fair value of the contingent consideration and at-the-money warrants related to updated assumptions and estimates are recognized within the condensed consolidated statements of operations and comprehensive loss.
The ISA deferred consideration is recorded at the fair value of the future payments to the sellers of ISA based on the passage of time which may vary based upon a Liquidation Event as defined by the Merger Agreement.
The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, respectively.
Level 1Level 2Level 3Total Fair Value
Measurement at
March 31, 2026
Liabilities:
ISA deferred consideration$—$—$14,400$14,400
ISA Contingent earnout liability——3030
2025 Bank Warrants——2,128 2,128 
At-the-Money Warrants——3,5903,590
Total liabilities held at fair value$—$—$20,148$20,148
Level 1Level 2Level 3Total Fair Value
Measurement at
December 31, 2025
Liabilities:
ISA deferred consideration$—$—$13,500$13,500
ISA Contingent earnout liability——300300
2024 Bank Warrants——658658
2025 Bank Warrants1,4151,415
At-the-Money Warrants——2,1942,194
Total liabilities held at fair value$—$—$18,067$18,067
There were no transfers between levels during the three months March 31, 2026. Changes in the fair value of Level 3 financial liabilities were as follows:
Warrant Liability
Deferred
Consideration
Contingent
Consideration
Balance December 31, 2025$4,267$13,500$300
Loss (gain) included in earnings due to fair value adjustment2,293900(270)
2024 Bank Warrants reclassified to equity(842)——
Balance March 31, 2026$5,718$14,400$30