v3.26.1
Segment Reporting and Geographic Information
 6 Months Ended
Jun. 30, 2026
Segment Reporting [Abstract]  
Segment Reporting and Geographic Information
NOTE 15 — Segment Reporting and Geographic Information
The Company has one reportable segment: small-to-medium-sized enterprises (“SME”). The SME reportable segment was previously referred to as “Small Business Acquisitions” in the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/ Prospectus. The chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.
SME includes all of the Operating Subsidiaries owned by the Company. The Company’s CODM regularly reviews Operating Subsidiary performance in the aggregate for the purpose of making operating decisions, allocating resources, and evaluating financial performance.
The CODM also regularly reviews the performance of other products and services that the Company offers to Operating Subsidiaries. These products primarily consist of the Company’s self-funded health insurance and business insurance programs that certain Operating Subsidiaries utilize, and the Company’s portfolio of real estate assets are owned by the Company and leased to Operating Subsidiaries on an intercompany basis. The insurance premiums and rent payments that are paid to the Company by Operating Subsidiaries are eliminated in consolidation. None of the financial products that are regularly reviewed by the CODM meet the quantitative criteria to be disclosed as a reportable segment as of June 30, 2026.
Prior to March 31, 2026, the Real Estate operating segment met the quantitative criteria to be disclosed as a reportable segment. Real Estate includes land and buildings that are owned by the Company and leased to Operating Subsidiaries on an intercompany basis. Rent payments that are paid to the Company by Operating Subsidiaries are eliminated in consolidation. The Company sold substantially all of its Real Estate segment during the year ended December 31, 2025 in connection with the Sale Leaseback. See Note 2 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus. Real Estate no longer meets the quantitative criteria to be disclosed as a reportable segment as of June 30, 2026, and therefore is included within All Other Operating Segments in the disclosures below. All prior periods have been recast accordingly.
The CODM measures and evaluates segment performance and allocates resources based on segment earnings before interest, taxes, depreciation, and amortization (“Segment EBITDA”). Segment EBITDA includes revenues from external customers and revenues and associated expenses from transactions with other operating segments of the Company. Segment expense categories include Cost of Revenue (excluding depreciation), Selling, General, and Administrative Expenses, and other non-operating (income) expense.
The CODM is not regularly provided with segment assets or segment expenditures for long-lived assets, as these metrics are not used to assess segment performance. The accounting policies of the SME reportable segment are the same as those
described in Note 2 of the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2025 in the Proxy Statement/Prospectus.
(dollars in thousands)For the Three Months Ended
June 30, 2026		For the Six Months Ended
June 30, 2026
Revenue from External Customers$148,660 $269,699 
Less:
Cost of Revenue, Excluding Depreciation87,404 160,594 
Selling, General, and Administrative Expense41,508 80,441 
Other Non-Operating Income(316)(529)
SME Segment EBITDA$20,064 $29,193 
Less:
Depreciation(1,717)(2,861)
Amortization(1,719)(3,423)
Stock Compensation Expense(1,079)(2,016)
Loss on Disposition of Assets(334)(131)
Interest Expense, Net(10,167)(25,531)
Change in Fair Value of Earnout Shares and Deferred Founder Shares24,884 24,884 
Change in Fair Value of Forward Purchase Agreement Liability(5,003)(5,003)
Loss on the Conversion of SAFE Notes(2,175)(2,175)
Change in Fair Value of Warrant Liability380 421 
Change in Fair Value of Contingent Consideration(889)(886)
Other Non-Operating Expense(213)(130)
All Other Operating Segments(457)(600)
Corporate, Other Expenses, and Eliminations(11,447)(24,032)
Income (Loss) Before Income Taxes$10,127 $(12,291)
(dollars in thousands)For the Three Months Ended
June 30, 2025		For the Six Months Ended
June 30, 2025
Revenue from External Customers$123,574 $226,118 
Less:
Cost of Revenue, Excluding Depreciation74,460 137,915 
Selling, General, and Administrative Expense35,543 69,601 
Other Non-Operating Income(98)(400)
SME Segment EBITDA$13,669 $19,001 
Less:
Depreciation(1,403)(2,822)
Amortization(1,469)(2,882)
Goodwill Impairment(3,845)(6,826)
Stock Compensation Expense(964)(1,950)
Loss on Disposition of Assets(415)(850)
Interest Expense, Net(7,785)(15,089)
Change in Fair Value of Warrant Liability109 434 
Change in Fair Value of Contingent Consideration(437)(260)
Other Non-Operating Income (Expense)71 (2,082)
All Other Operating Segments713 1,314 
Corporate, Other Expenses, and Eliminations(10,988)(21,941)
Loss Before Income Taxes$(12,745)$(33,953)
Geographic Information
Revenue is attributed to a geographic region based on the location of the customer taking possession of the products or services. Long-lived assets are attributed to the geographic region based on the physical location of the assets.
A summary of the Company’s Revenue and Long-lived assets as of the three and six months ended June 30, 2026 is as follows:
RevenueLong-lived
Assets
For the
Three Months Ended
June 30, 2026		For the
Six Months Ended
June 30, 2026		June 30, 2026
United States$133,660 $241,734 $110,974 
International15,001 27,965 16,163 
Total$148,660 $269,699 $127,138 
A summary of the Company’s Revenue for the three and six months ended June 30, 2025 and Long-lived assets as of year ended December 31, 2025 is as follows:
RevenueLong-lived Assets
For the
Three Months Ended
June 30, 2025		For the
Six Months Ended
June 30, 2025		December 31, 2025
United States$117,933 $217,484 $107,239 
International5,641 8,634 16,389 
Total$123,574 $226,118 $123,628 
Long-lived assets include Property, Plant, and Equipment, Net and Operating Lease Right of Use Assets, Net.