v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 8 — Fair Value Measurements
Certain of the Company’s financial assets and liabilities are measured at fair value on the unaudited condensed consolidated balance sheets. Fair value measurements are classified within a hierarchy that prioritizes the observability of inputs used in determining fair value. Level 1 inputs represent unadjusted quoted prices in active markets for identical assets and liabilities that the Company can access at the measurement date. Level 2 inputs include observable inputs other than Level 1 quoted prices. Level 3 inputs are unobservable and reflect the Company’s own assumptions.
Recurring Fair Value Measurements
The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis, including the related fair value hierarchy:
As of June 30, 2026
(in thousands)Quoted Prices in Active Markets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)		Total
Liabilities:
Senior Secured Term Loan$— $968,836 $— $968,836 
Private Placement Warrants— — 5,541 5,541 
Working Capital Warrants— — 4,298 4,298 
Restricted Stock Unit Liability(1)
— 71 — 71 
Total$— $968,907 $9,839 $978,746 
(1) Certain restricted stock units qualify for liability treatment and are remeasured at the end of each reporting period.
As of December 31, 2025
(in thousands)Quoted Prices in Active Markets
(Level 1)		Significant Other Observable Inputs
(Level 2)		Significant Unobservable Inputs
(Level 3)		Total
Liabilities:
Senior Secured Term Loan$— $921,584 $— $921,584 
Private Placement Warrants— — 22,331 22,331 
Working Capital Warrants— — 15,407 15,407 
Restricted Stock Unit Liability(1)
— 719 — 719 
Total$— $922,303 $37,738 $960,041 
(1) Certain restricted stock units qualify for liability treatment and are remeasured at the end of each reporting period.
The following tables present the changes in the fair value of the Level 3 Private Placement Warrants and Working Capital Warrants:
(in thousands)Private
Placement Warrants
(Level 3)		Working Capital Warrants
(Level 3)		Total Level 3
Liabilities
Fair Value
Fair Value as of December 31, 2025$22,331 $15,407 $37,738 
Expirations(2,468)— (2,468)
Change in valuation inputs or other assumptions26,257 20,368 46,625 
Fair Value as of March 31, 202646,120 35,775 81,895 
Change in valuation inputs or other assumptions(40,579)(31,477)(72,056)
Fair Value as of June 30, 2026$5,541 $4,298 $9,839 
(in thousands)Private
Placement Warrants
(Level 3)		Working Capital Warrants
(Level 3)		Total Level 3
Liabilities
Fair Value
Fair Value as of December 31, 2024$79,263 $47,678 $126,941 
Change in valuation inputs or other assumptions13,492 7,803 21,295 
Fair Value as of March 31, 202592,755 55,481 148,236 
Change in valuation inputs or other assumptions(17,325)(9,821)(27,146)
Fair Value as of June 30, 2025$75,430 $45,660 $121,090 
There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the six months ended June 30, 2026 and 2025.
Fair Value of Financial Assets and Liabilities
The carrying amount of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate their fair value because of the short-term nature of the instruments.
Senior Secured Term Loan
As of June 30, 2026 and December 31, 2025, the estimated fair value of the Senior Secured Term Loan approximates the amount of principal and paid-in-kind interest outstanding because the interest rate is reflective of market rates and such outstanding amount may be repaid, in full or in part, at any time without penalty. The associated inputs are considered a Level 2 fair value measurement.
Warrant Liabilities
The estimated fair values of the Private Warrants and the Working Capital Warrants are measured using the Modified Black-Scholes Optional Pricing Model, which utilizes Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. A change in these significant unobservable inputs to a different value could result in a significantly higher or lower fair value measurement at future reporting dates. The Company estimates the volatility of its Common Stock based on historical
volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants 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 aforementioned warrant liabilities are not subject to qualified hedge accounting. Changes in the estimated fair value of the Private Placement Warrants and Working Capital Warrants are included in the Change in fair value of warrant liabilities on the Company’s unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026 and 2025 .
The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Working Capital Warrants and the Private Placement Warrants as of June 30, 2026.
InputsJune 30, 2026
Stock price$3.08 
Strike price$11.50 
Term (in years)2.63 
Volatility115.0 %
Risk-free rate4.06 %
Dividend yield0.00 %
The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants held by Intrepid Financial Partners as of December 31, 2025.
InputsDecember 31, 2025
Stock price$9.02 
Strike price$11.50 
Term (in years)0.15
Volatility180.0 %
Risk-free rate3.64 %
Dividend yield0.00 %
The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Working Capital Warrants and the Private Placement Warrants, excluding Private Placement Warrants held by Intrepid Financial Partners, as of December 31, 2025.
InputsDecember 31, 2025
Stock price$9.02 
Strike price$11.50 
Term (in years)3.12 
Volatility85.0 %
Risk-free rate3.50 %
Dividend yield0.00 %