v3.26.1
FAIR VALUE MEASUREMENT
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT FAIR VALUE MEASUREMENT
Financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):
June 30, 2026December 31, 2025
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Interest rate swaps$— $478 $— $478 $— $— $— $— 
Liabilities:
Anti-dilution Right$— $— $31,292 $31,292 $— $— $45,754 $45,754 
Private Warrants— — 1,352 1,352 — — 11,661 11,661 
Interest rate swaps— — — — — 1,059 — 1,059 
We measure our Anti-Dilution Right and Private Warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation uses assumptions and estimates that we believe a market participant would use when making the same valuation. Changes in the fair value of the Anti-Dilution Right are recognized in derivative liabilities fair value adjustment in our unaudited condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the Private Warrants are recognized under warrant liability fair value adjustment in our unaudited condensed consolidated statements of operations and comprehensive loss.
The fair value of interest rate swaps is determined using valuation models that incorporate observable market inputs including interest rate yield curves and credit spreads and is classified within Level 2 of the fair value hierarchy. Changes in the fair value of interest rate swaps are recognized in other (expense) income, net in our unaudited condensed consolidated statements of operations and comprehensive loss. Interest rate swap assets are presented as other long-term assets and interest rate swap liabilities are presented as other long-term liabilities on our unaudited condensed consolidated balance sheets.
As of June 30, 2026 and December 31, 2025, the carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate their respective fair values due to the short-term maturities of these instruments.
The carrying amount of the Company’s debt instruments approximates fair value, as the current borrowing base rates for the Senior Secured Credit Facility does not materially differ from market rates of similar borrowings and the related party debt instruments were recorded at fair value on the closing date of the Trina Business Combination.
Anti-Dilution Right
The Anti-Dilution Right was valued using the Black-Scholes-Merton option pricing model. See Note 10 – Redeemable Preferred Stock, Anti-Dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Anti-Dilution Right, required the use of subjective assumptions, including: 
The risk-free interest rate assumption was based on the U.S. Treasury rates commensurate with the contractual terms of the Anti-Dilution Right.
The expected term was determined based on the expiration date of the Anti-Dilution Right.
The expected volatility assumption was based on the implied volatility from the Company’s stock price.
The fair value of the Anti-Dilution Right was determined using this approach, exercise prices of $1.70 and $1.90 and a share price of $9.48 as of June 30, 2026, and an exercise price of $1.70 and $1.90 and a share price of $6.68 as of December 31, 2025. A decrease in the risk-free interest rate, and an increase in each of the expected term or expected volatility, in isolation, would increase the fair value measurement, while an increase in the risk-free interest rate, and a decrease in each of the expected term or expected volatility would decrease the fair value measurement of the Anti-Dilution Right.
Private Warrants 
The Private Warrants were valued using the Black-Scholes-Merton option pricing model. See Note 9 – Warrants above for further details. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants required the use of subjective assumptions, including: 
The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Private Warrants.
The expected term was determined based on the expiration date of the Private Warrants.
The expected volatility assumption was based on the implied volatility from the publicly traded Public Warrants.
The fair value of the Private Warrants was determined using this approach, an exercise price of $11.50, and a share price of $9.48 as of June 30, 2026, and $6.68 as of December 31, 2025. A decrease in the risk-free interest rate, and an increase in each of the expected term or expected volatility, in isolation, would increase the fair value measurement, while an increase in the risk-free interest rate, and a decrease in each of the expected term or expected volatility would decrease the fair value measurement of the Private Warrants.
Rollforward of Level 3 Fair Value Instruments
The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands):
Six months ended June 30, 2026
Anti-Dilution Right
Private Warrants
Balance (beginning of period)$45,754 $11,661 
Fair value measurement adjustments(14,462)(7,577)
Reclassification to Public Warrants— (2,732)
Balance (end of period)$31,292 $1,352