v3.26.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Fair Value of The Aggregate Consideration
The following table summarizes the Acquisition Date fair value of the aggregate consideration paid for Beowulf E&D pursuant to the Purchase Agreement (in thousands):
Cash consideration(1)
$3,000 
Equity instruments: 5,000,000 shares of Common Stock(2)
19,550 
Contingent consideration: CB-1 Earnout Milestone(3)
12,500 
Contingent consideration: Project Financing Closing(4)
3,500 
Contingent consideration: CB-3 Earnout Milestone(5)
12,400 
Consideration related to TSA(6)
1,300 
Settlement of preexisting relationships in business acquisition(7)
2,315 
$54,565 
(1)    The cash paid at close represents the gross contractual amount paid.
(2)    The fair value of the Common Stock issued as part of the consideration paid for Beowulf E&D was determined on the basis of the closing market price of Common Stock on the Acquisition Date.
(3)    The fair value of the CB-1 Earnout Milestone was estimated using a Monte Carlo and Geometric Brownian Motion (GBM) simulation in a risk-neutral framework and measured based on significant inputs not observable in the market which ASC 820 refers to as Level 3 inputs. Key assumptions include the expected timing and probability of achieving the CB-1 Earnout Milestone and future stock price volatility.
(4)    The fair value of the Project Financing Closing was estimated using a GBM simulation in a risk-neutral framework and measured based on significant inputs not observable in the market which ASC 820 refers to as Level 3 inputs. Key assumptions include the expected timing and probability of achieving the Project Financing Closing and future stock price volatility.
(5)    The fair value of the CB-3 Earnout Milestone was estimated using a discounted cash flow method and measured based on significant inputs not observable in the market which ASC 820 refers to as Level 3 inputs. Key assumptions include the expected timing and probability of achieving the CB-3 Earnout Milestone.
(6)    The fair value of the TSA liability was estimated using the differential cash flow method, assessing the differential in compensation for the services provided based on contractual TSA rates relative to compensation at “market” rates.
(7)    The Company determined the acquisition of Beowulf E&D in effect settled the preexisting relationships between the Company and Beowulf E&D and increased the consideration transferred by $2.3 million reflecting the effective termination of the Services Agreement and the related net receivables due to the Company from Beowulf E&D as of the Acquisition Date. The Services Agreement was determined to be comparable when compared with pricing for current market transactions for the same or similar items.
Schedule of Aggregate Consideration Paid
The following table summarizes the allocation of the purchase price as of the Acquisition Date (in thousands):
Cash and cash equivalents$269 
Prepaid expenses117 
Other receivables55 
Other current assets7 
Property, plant and equipment, net1,087 
Goodwill55,457 
Operating lease right-of-use asset8,101 
Other assets74 
Accounts payable(320)
Accrued compensation(1,384)
Other current liabilities(437)
Current portion of finance lease liability(580)
Operating lease liability, net of current portion(7,881)
$54,565 
Schedule of Asset Acquisition
The following table summarizes the fair value of the consideration transferred for the Justified Data Campus (in thousands):
Consideration:
  Cash consideration
$200,000 
  Fair value of noncontrolling interest(1)
100,588 
  Direct transaction costs
1,350 
Total consideration
$301,938 
(1)    The consideration transferred included noncash consideration in the form of equity interests issued. The Company measured the cost of acquiring the assets based on the fair value of the net assets acquired which was more clearly evident and readily measurable than the fair value of the nonmonetary portion of consideration. The minority equity interest had an estimated fair value of $100.6 million as of the acquisition date, based on the difference between fair value of the net assets acquired on the acquisition date and the $200.0 million cash consideration, of which (i) $1.2 million represented the initial carrying amount of the 6.8% minority equity interest and was recorded as noncontrolling interest in the condensed consolidated balance sheet and (ii) $99.4 million represented the excess of the fair value of the minority equity interest over the carrying amount and was recorded as additional paid-in capital in the condensed consolidated balance sheet.
The following table summarizes the costs of the acquisition of the Muskie Data Campus (in thousands):
  Cash consideration at closing$30,000 
Deferred cash consideration(1)
47,065 
Contingent consideration
90,000 
  Direct transaction costs
396 
Total costs of acquisition$167,461 
(1)    The present value of the $50.0 million deferred purchase price payable one year after the closing using a discount rate of 6.7% calculated based off of an estimated credit spread of 2.8% and a 1-year risk-free rate of 3.9%, included within other current liabilities in the condensed consolidated balance sheet as of June 30, 2026.