v3.26.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
U.S. GAAP defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.
Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair-value measurement and unobservable.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Money Market Funds

During February 2026, the Company began investing a portion of its cash balances in institutional floating-Net Asset Value (“NAV”) prime money market funds. The fair value of the Prime money market funds approximates their carrying amounts due to the highly liquid, short-term nature of the underlying financial assets. Any minor unrealized gains or losses resulting from daily NAV fluctuations are recorded within Other income (expense), net on the Condensed Statement of Operations and Comprehensive Loss.
Level
June 30,
2026
December 31,
2025
(In thousands)
Money market fundsLevel 1$— $353,841 
U.S. Government money market fundsLevel 1755,518 — 
Prime money market fundsLevel 1728,455 — 
Total money market funds (included in Cash and cash equivalents)$1,483,973 $353,841 
Level 3 Fair Value of Financial Instruments on a Recurring Basis

The following table presents the Company’s Level 3 financial liabilities measured at fair value on a recurring basis. The Company has no Level 3 financial assets measured at fair value on a recurring basis.
June 30,
2026
December 31,
2025
(In thousands)
Liabilities
Earnout liability$— $108,671 
Warrant liabilities
Series A Warrant40,690 19,534 
Government Grant Warrant323,499 — 
Total Warrant liabilities364,189 19,534 
Total$364,189 $128,205 
Level 3 Valuation and Reconciliation
Earnout Liability

The Company valued the earnout liability using a Monte Carlo simulation model which includes Level 3 unobservable inputs. The following table summarizes the significant inputs used to value the earnout liability as of the dates indicated. In the second quarter of 2026, all contingent conditions required for the conversion of earnout shares were satisfied, and the shares were subsequently distributed to their holders at a fair value of $215.8 million on the date of conversion.
June 30,
2026
December 31,
2025
Share price(1)$11.90
Expected volatility(1)70.1%
Risk-free interest rate(1)3.70%
Remaining term (in years)(1)5.2
(1)As of June 30, 2026, all earnout shares had been distributed and there were no shares outstanding.
The following table presents the reconciliation of the earnout liability measured at fair value on a recurring basis for the dates indicated.
Three Months Ended June 30,
Six Months Ended June 30,
2026202520262025
(In thousands)
Balance, beginning of period$145,080 $46,232 $108,671 $— 
Establishment of liability at March 13, 2025— — — 99,639 
Unrealized loss in estimated fair value (1)
70,747 53,775 107,156 368 
Conversion of earnout shares (2)
(215,827)— (215,827)— 
Balance, end of period$— $100,007 $— $100,007 
(1)The “Unrealized loss in estimated fair value” is recognized in (Loss) gain on fair market value of financial instruments, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
(2)In the second quarter of 2026, all contingent conditions required for the conversion of earnout shares were satisfied, and the shares were subsequently distributed to their holders. The amount represents the fair value of the earnout liability on the date of conversion.
Series A Warrant Liability
The Company valued the Series A Warrant liability using a Monte Carlo simulation model which includes Level 3 unobservable inputs. The following table summarizes the significant inputs used to value the Series A Warrant liability as of the dates indicated.
June 30,
2026
December 31,
2025
Share price$21.58$11.90
Exercise price
$7.00$7.00
Expected volatility68.1%67.3%
Risk-free rate4.1%3.6%
Dividend yield—%—%
Put term (in years)3.74.2

The following table presents the reconciliation of the Series A Warrant liability measured at fair value on a recurring basis for the dates indicated.
Three Months Ended June 30,
Six Months Ended June 30,
2026202520262025
(In thousands)
Balance, beginning of period$26,491 $34,475 $19,534 $— 
Establishment of liability at March 13, 2025— — — 40,652 
Unrealized loss in estimated fair value (1)
14,199 35,758 21,343 29,581 
Warrant exercises
— (16,518)(187)(16,518)
Balance, end of period$40,690 $53,715 $40,690 $53,715 
(1)The “Unrealized loss in estimated fair value” is recognized in (Loss) gain on fair market value of financial instruments, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
Government Grant Warrant Liability
The Company valued the Government Grant Warrant liability using a Black-Scholes-Merton simulation model which includes Level 3 unobservable inputs. The following table summarizes the significant inputs used to value the Government Grant Warrant liability as of the dates indicated. See Note 13, “Government Grants – U.S. Department of Commerce CHIPS Act Awards,” for additional information related to the Government Grant Warrant liability.
June 30,
2026
June 3,
2026
Share price$21.58$27.98
Exercise price$17.17$17.17
Expected volatility79.4%79.7%
Risk-free rate4.4%4.4%
Dividend yield—%—%
Put term (in years)9.910.0

The following table presents the reconciliation of the Government Grant Warrant liability measured at fair value on a recurring basis for the dates indicated.
Three and Six Months Ended June 30, 2026
(In thousands)
Balance, beginning of period$— 
Establishment of liability at June 3, 2026430,862 
Unrealized gain in estimated fair value (1)
(107,363)
Balance, end of period$323,499 
(1)The “Unrealized gain in estimated fair value” is recognized in (Loss) gain on fair market value of financial instruments, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.