v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 18 — Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability.

U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

•
Level 1: Quoted prices in active markets for identical assets and liabilities.
•
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs or significant value drivers are observable.
•
Level 3: Significant inputs to the valuation model are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, other current liabilities, convertible debt, warrants and earn-out shares liability. The fair value of cash, cash equivalents, accounts receivable, accounts payable, other current liabilities, and convertible debt approximates carrying value due to their short-term maturity.

As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities carried at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

 

 

June 30, 2026

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Private Placement Warrants

 

$

1

 

 

$

—

 

 

$

1

 

 

$

—

 

Public Warrants

 

 

78

 

 

 

78

 

 

 

—

 

 

 

—

 

Total Financial Liabilities

 

$

79

 

 

$

78

 

 

$

1

 

 

$

—

 

 

 

December 31, 2025

 

 

Fair Value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Private Placement Warrants

 

$

1

 

 

$

—

 

 

$

1

 

 

$

—

 

Public Warrants

 

 

72

 

 

 

72

 

 

 

—

 

 

 

—

 

Total Financial Liabilities

 

$

73

 

 

$

72

 

 

$

1

 

 

$

—

 

 

There was no change in the fair value of Level 3 financial liabilities during the three and six months ended June 30, 2026. The fair value of Earn-out Shares liability was immaterial to the consolidated financial statements for each of the periods ended June 30, 2026 and December 31, 2025.