v3.26.1
Forward Purchase Agreement
6 Months Ended
Jun. 30, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Forward Purchase Agreement Forward Purchase Agreement
The FPA consisted of the Prepayment Amount, the FPA Put Option and the Fixed Maturity Consideration. The Prepayment Amount of $60,547 was recorded as a reduction to additional paid-in capital in the Company’s consolidated balance sheets at inception. The FPA Put Option and the Fixed Maturity Consideration are recorded as liabilities in the consolidated balance sheets.
On July 22, 2024, Vellar purported to accelerate the FPA Maturity Date with respect to its portion of the Recycled Shares (i.e., 2,999,000 shares at such date, prior to the Reverse Stock Split) to July 22, 2024 in connection with the VWAP Trigger Event. It subsequently delivered to the Company a notice of default under the FPA. On July 24, 2024, the Company filed suit against Vellar under the FPA, primarily in connection with Vellar’s sale of Recycled Shares.
As of December 31, 2025, the Company had Fixed Maturity Consideration valued at $4,123 which represented the fair value of the fixed portion of the Share Consideration and the Minimum Maturity Consideration and was classified as current in the consolidated balance sheets and FPA Put Option was valued at $30,015 classified as non-current liability in the consolidated balance sheets.
In February 2026, the Company entered into a settlement agreement with Vellar to resolve all outstanding matters related to the FPA and related litigation. Pursuant to the settlement agreement, the Company paid a settlement amount in cash, and the parties mutually released all claims. During the first quarter of 2026, the Company extinguished and derecognized the remaining liabilities associated with the FPA. Consistent with the in-substance share repurchase accounting treatment applied to the FPA at inception, the derecognition of the remaining liabilities was recorded as an adjustment to additional paid-in capital. As of June 30, 2026, no liabilities related to the FPA remained outstanding on the Company's consolidated balance sheet.