Commitments and contingencies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and contingencies | 21. Commitments and contingencies
A. Leases - Accounted as per ASC 842 for the Period Ended June 30, 2026
Operating leases
The Company leases office space under non-cancellable operating lease agreements, which expire on various dates through April 2031. Some property leases contain extension options exercisable by the Company. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease cost for the period ended June 30, 2026 are summarized below.
Contingent Liability — Meteora Litigation
As more fully described in Part II, Item 1, “Legal Proceedings,” the Company is a defendant in an action pending in the Court of Chancery of the State of Delaware (the “Chancery Court”), in which Meteora has asserted claims for breach of contract based on the Company’s registration obligations under the subscription agreement, dated August 25, 2023, between the Company and Meteora (the “Subscription Agreement”) and has sought specific performance and damages, in addition to the declaratory relief related to its obligations under the Forward Purchase Agreement, further described in Part II, Item 1. In addition, as described in Part II, Item 1, the Company is prosecuting an appeal to the United States Court of Appeals for the Second Circuit of the July 9, 2026 order of the United States Court for the Southern District of New York (“USDC NY”) dismissing the Company’s affirmative claims against Meteora, and an adverse determination of that appeal could result in an award against the Company of legal fees, costs or other litigation-related expenses payable to Meteora. Based on the advice of counsel, the Company expects that any monetary amount ultimately payable by the Company to Meteora as a result of the Chancery Court action, an adverse determination of the Second Circuit appeal, or otherwise arising out of the FPA or the Subscription Agreement, including any award of legal fees, costs or other litigation-related expenses in favor of Meteora in either proceeding, would be netted against the $914,726.53 receivable as described in Note 5, which reflects a non-cash write-down recorded during the quarter of approximately $5.9 million from a pre-write-down carrying value of approximately $6.8 million. Based on currently available information, including the July 9, 2026 order of the USDC NY, the current procedural posture of the Chancery Court action, and consultation with counsel, the Company believes that the likelihood of a loss in either the Chancery Court action or the Second Circuit appeal in excess of the $914,726.53 carrying value of the FPA-related receivable is remote at this time. Accordingly, no liability has been accrued in the accompanying condensed consolidated balance sheets in respect of either proceeding, and the Company is unable at this time to predict the timing or ultimate outcome of the Chancery Court action or of the Second Circuit appeal.
From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, “Legal Proceedings”) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. Other than the Meteora litigation described above, which is not an ordinary-course matter and the ultimate outcome of which cannot presently be determined, there are no currently pending Legal Proceedings that the Company believes will have a material adverse impact on the business or the condensed consolidated financial statements.
In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is negligent or commits acts of willful misconduct, and other liabilities with respect to its products and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its consolidated financial statements.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||