Fair Value of Financial Instruments (Tables)
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6 Months Ended |
Jun. 30, 2026 |
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| Fair Value Disclosures [Abstract] |
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| Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
The following table presents assets and liabilities measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation as follows (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2026 | | | Level 1 | | Level 2 | | Level 3 | | Total | | | | | | | | | | | Liabilities: | | | | | | | | | | Former Owner Loan (Note 10) | | $ | — | | | $ | — | | | $ | 3,600 | | | $ | 3,600 | | | Contingent Consideration | | — | | | — | | | 8,999 | | | 8,999 | | | Earnout Shares | | — | | | — | | | 27,251 | | | 27,251 | | | Deferred Founder Shares | | — | | | — | | | 9,867 | | | 9,867 | | | Forward Purchase Agreement Liability | | — | | | — | | | 10,390 | | | 10,390 | | | Total liabilities | | $ | — | | | $ | — | | | $ | 60,107 | | | $ | 60,107 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2025 | | | Level 1 | | Level 2 | | Level 3 | | Total | | | | | | | | | | | Liabilities: | | | | | | | | | | Contingent Consideration | | $ | — | | | $ | — | | | $ | 9,195 | | | $ | 9,195 | | | Warrant Liability | | — | | | — | | | 2,922 | | | 2,922 | | | Total liabilities | | $ | — | | | $ | — | | | $ | 12,117 | | | $ | 12,117 | |
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| Schedule of Earnout Shares and Deferred Founder Shares |
Certain former Legacy Teamshares security holders have the contingent right to receive up to 6,000,000 Earnout Shares during the Earnout Period and the Sponsor was issued 1,674,781 Deferred Founder Shares that are subject to vesting and forfeiture during the Founder Share Earnout Period as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnout Tier | | Share Price Target | | VWAP Condition | | Earnout Shares | | Deferred Founder Shares | | Tier I | | $12.00 | | VWAP ≥ $12.00 for 20 out of 30 consecutive trading days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) | | 2,000,000 | | 837,391 | | Tier II | | $15.00 | | VWAP ≥ $15.00 for 20 out of 30 consecutive trading days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) | | 2,000,000 | | 837,390 | | Tier III | | $20.00 | | VWAP ≥ $20.00 for 20 out of 30 consecutive trading days (commencing at least 150 days after Closing but prior to the end of the Earnout Period) | | 2,000,000 | | N/A | | Total | | | | | | 6,000,000 | | 1,674,781 |
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| Schedule of Fair Value of Earnout Shares and Deferred Founder Shares |
The tables below summarize the fair value of the Earnout Shares and the Deferred Founder Shares: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Earnout Tier | | Earnout Shares | | Deferred Founder Shares | | Fair Value Per Share as of the Closing Date | | Fair Value Per Share as of June 30, 2026 | | Tier I | | 2,000,000 | | 837,391 | | $ | 10.36 | | | $ | 6.40 | | | Tier II | | 2,000,000 | | 837,390 | | $ | 9.11 | | | $ | 5.39 | | | Tier III | | 2,000,000 | | N/A | | $ | 7.04 | | | $ | 4.02 | | | Total | | 6,000,000 | | 1,674,781 | | | | |
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| Schedule of Fair Value Measurement Inputs |
The table below summarizes the inputs used to calculate the fair value of the Earnout Shares and the Deferred Founder Shares as of the Closing Date and as of June 30, 2026: | | | | | | | | | | | | | | | | | | | | | | Input | | Value as of the Closing Date | | Value as of
June 30, 2026 | | Stock Price | | $ | 11.32 | | | | $ | 8.22 | | | | Expected Remaining Term (in years) | | 5 | | | 4.97 | | | Expected Volatility | | 35.0 | | % | | 40.0 | | % | | Risk-Free Interest Rate | | 4.2 | | % | | 4.2 | | % |
The table below summarizes the inputs used to calculate the fair value of the Forward Purchase Agreement Liability as of the Closing Date and as of June 30, 2026: | | | | | | | | | | | | | | | | | | | | | | Input | | Value as of the Closing Date | | Value as of
June 30, 2026 | | Stock Price | | $ | 11.32 | | | | $ | 8.22 | | | | Expected Remaining term (in years) | | 2 | | | 1.97 | | | Expected Volatility | | 35.0 | | % | | 35.0 | | % | | Risk-free interest rate | | 4.2 | | % | | 4.1 | | % |
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| Schedule of Change in Shares Liability |
The following table presents the change in the Earnout Shares liability for the six months ended June 30, 2026 (dollars in thousands): | | | | | | | Fair value as of the Closing Date | $ | 45,694 | | | Change in fair value of Earnout Shares | (18,443) | | | Fair value as of June 30, 2026 | $ | 27,251 | |
The following table presents the change in the Deferred Founder Shares liability for the six months ended June 30, 2026 (dollars in thousands): | | | | | | | Fair value as of the Closing Date | $ | 16,308 | | | Change in fair value of Deferred Founder Shares | (6,441) | | | Fair value as of June 30, 2026 | $ | 9,867 | |
The following table presents the change in the Forward Purchase Agreement liability for the six months ended June 30, 2026 (dollars in thousands): | | | | | | | Fair value as of the Closing Date | $ | 5,386 | | | Change in fair value of Forward Purchase Agreement Liability | 5,003 | | | Fair value as of June 30, 2026 | $ | 10,390 | |
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| Schedule of Contingent Consideration Liability |
The following table presents changes in contingent consideration liabilities for the three and six months ended June 30, 2026 (dollars in thousands): | | | | | | | | | | | | | Three Months Ended June 30, 2026 | | Six Months Ended June 30, 2026 | | Balance of period | $ | 8,417 | | | $ | 9,195 | | | Contingent consideration for 2026 business combinations | 194 | | | 372 | | | Change in fair value of earnout consideration | 889 | | | 886 | | | Foreign currency impact on earnout consideration | (76) | | | (183) | | | Earnout payments made in period | (424) | | | (1,271) | | | Balance at June 30, 2026 | $ | 8,999 | | | $ | 8,999 | |
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