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FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, debt, accounts payable, deferred consideration, contingent consideration, bank warrants and at-the-money warrants. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable approximate their fair value due to the relatively short maturity of these instruments. Due to the variable rate nature of the Company’s debt, the carrying value of debt approximates the fair value of debt.
The fair value of the contingent consideration, bank warrants and at-the-money warrants is based on significant inputs not observable in the market, such as volatility, risk-free rate, and expected term, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. These valuations use assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. The Company used a market approach based on the most recent arms-length transaction to estimate the enterprise value of the Company and then allocated the enterprise value to the liability-classified warrants using an option-pricing model. No warrants exist as of June 30, 2026, that require fair value treatment. The ISA contingent earnout liability is recorded at the fair value of the potential future payments to the sellers based on the achievement of specified revenue thresholds over the earnout period. Changes in the fair value of the contingent consideration and at-the-money warrants related to updated assumptions and estimates are recognized as loss from changes in fair value of financial liabilities as part of other income, net within the condensed consolidated statements of operations.
The ISA deferred consideration was recorded at the fair value of the future payments to the sellers of ISA, based on estimates of the probability of when the payments would be made, as half was due at the earlier of a Liquidity Event (i.e. IPO) or three years. Subsequent to the IPO, the first half became due and the fair value was adjusted to equal the full value to be paid. No further probability assessments or fair value evaluations are required and the balance is no longer considered a financial instrument requiring fair value measurement. Adjustments to the fair value have been recorded as loss from changes in fair value of financial liabilities on the condensed consolidated statements of operations.
The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, respectively:
Level 1Level 2Level 3Total Fair Value
Measurement at
June 30, 2026
Liabilities:
ISA deferred consideration$—$—$—$—
ISA contingent earnout liability——3030
2025 Bank Warrants——— — 
At-the-Money Warrants————
Total liabilities held at fair value$—$—$30$30
Level 1Level 2Level 3Total Fair Value
Measurement at
December 31, 2025
Liabilities:
ISA deferred consideration$—$—$13,500$13,500
ISA contingent earnout liability——300300
2024 Bank Warrants——658658
2025 Bank Warrants——1,4151,415
At-the-Money Warrants——2,1942,194
Total liabilities held at fair value$—$—$18,067$18,067
There were no transfers between levels during the three and six months June 30, 2026. Changes in the fair value of Level 3 financial liabilities were as follows:
Warrant Liability
Deferred
Consideration
Contingent
Consideration
Balance December 31, 2025$4,267$13,500$300
(Gain) loss included in earnings due to fair value adjustment4,4711,500(270)
Reclassification to liabilities (1)
—(15,000)
2024 Bank Warrants reclassified to equity(842)——
2025 Bank Warrants reclassified to equity(1,823)——
At-the-Money warrants net settled(6,073)——
Balance June 30, 2026$—$—$30
(1) - Half of the reclassification was to other current liabilities and half went to other liabilities