v3.26.1
Fair Value Measurement
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The following table presents the Company’s fair value hierarchy for its assets and liabilities measured at fair value as of June 30, 2026 and December 31, 2025 (in thousands). All share and per share amounts included below relating to transactions prior to the Reverse Stock Split are presented at pre-split amounts:
June 30, 2026
Level 1Level 2Level 3Total
Assets:
Cash equivalents$— $— $— $— 
Total assets
$— $— $— $— 
Liabilities:
Brookfield Loan liability$— $— $12,700 $12,700 
IPO Private Placement Warrants— — 5 5 
Public Warrants1 — — 1 
Total liabilities
$1 $— $12,705 $12,706 

December 31, 2025
Level 1Level 2Level 3Total
Assets:
Cash equivalents$6,857 $— $— $6,857 
Total assets
$6,857 $— $— $6,857 
Liabilities:
FPA Put Option liability$— $— $30,015 $30,015 
Brookfield Loan Liability— — 10,900 10,900 
Fixed Maturity Consideration and current FPA Put Option liability— — 4,123 4,123 
IPO Private Placement Warrants— — 10 10 
Public Warrants1 — — 1 
Total Liabilities
$1 $— $45,048 $45,049 
Forward Purchase Agreement
The fair value upon issuance of the FPA (both the FPA Put Option liability and Fixed Maturity Consideration) and subsequent changes in fair value are included in other expense, net in the consolidated statements of operations and comprehensive income (loss) in the corresponding period.
The fair value of the FPA was estimated using a Monte-Carlo Simulation in a risk-neutral framework through March 31, 2024. Because the stock price already traded below the threshold of $3.00 per share for 49 days out of 50 trading days during a 60-day consecutive trading-day period, management determined that estimating the fair value of the FPA using an accelerated FPA Maturity Date was more appropriate. As such, the model calculated the value of the in-substance written put option and the portion of the Maturity Consideration in excess of the Fixed Maturity Consideration as if the Early Termination Option was exercised on June 30, 2024. Thereafter, the in-substance written put option was calculated as the repurchase of the Recycled Shares at the Share Price minus the Company’s share price as of the reporting date. The
Maturity Consideration was calculated as 7,500,000 multiplied by $2.00 or $15,000, which included the Fixed Maturity Consideration calculated as 7,500,000 less the Terminated Shares multiplied by $2.00, or $3,167.
The following table represents the inputs used in calculating the fair value of the prepaid forward contract and the Fixed Maturity Consideration as of December 31, 2024 on a pre-Reverse Stock Split basis:
December 31, 2024
Stock price$1.37
Term (in years)0
Expected volatilityN/A
Risk-free interest rateN/A
Expected dividend yield—%
During the three months ended March 31, 2026, the Company entered into a settlement agreement with Vellar to resolve all outstanding matters related to the FPA and related litigation. Under the terms of the agreement, the Company paid a settlement amount in cash, and the parties mutually released all claims (see Note 8 — Forward Purchase Agreement).
Convertible Note
The Company has elected to measure the Convertible Note using the fair value option under ASC 825. On May 7, 2025, the Company consummated a Qualified Equity Financing with the Series A Preferred Stock Issuance, resulting in the conversion of the Convertible Note into 340,543 shares of Common Stock pursuant to the mandatory conversion provision of the Convertible Note.
The following table represents the inputs used in calculating the fair value of the Convertible Note as of May 7, 2025:
May 7, 2025
Stock price
$
0.24
Term (in years)
0
Expected volatility
—%
Risk-free interest rate
—%
Expected dividend yield
—%
Brookfield SAFE
Until its extinguishment on February 14, 2025, the Brookfield SAFE was legal form debt that the Company had elected to measure using the FVO under ASC 825. As of February 14, 2025, no part of the Brookfield SAFE had converted to Company common shares as no qualifying projects had been presented to Brookfield yet. There were no cash flows associated with the Brookfield SAFE termination either.
As of February 14, 2025, the Company expected to present projects to Brookfield to result in the Brookfield SAFE liability being automatically converted into shares at 75%, with the remaining portion to be outstanding until maturity. For the conversion portion, since the liquidity price was set at the Business Combination, the number of shares that Brookfield receives is fixed. Based on this expectation, the value of the Brookfield SAFE is equal to the Brookfield SAFE's as-converted value, which is the converted portion of the initial purchase amount, divided by the liquidity price, multiplied by the stock price.
For the maturity portion, the Brookfield SAFE is not automatically converted prior to maturity. At maturity, the holder could either convert or receive the remaining principal and interest in cash, similar in structure to a standard convertible note. Accordingly, the fair value of the maturity portion was estimated using the Black-Scholes option pricing model. The strike price would be the accrued balance of the Brookfield SAFE at maturity. On a per share basis the strike price would be $14.69 (i.e. $10.00 grown at 8.0% until maturity five (5) years from issuance). The “stock” price input would be the current value of the shares that Brookfield would receive at conversion. On a per share price basis, the stock
price input would be the Valuation Date stock price of $0.75. Based on the portion of the Brookfield SAFE expected to automatically convert and the portion of the Brookfield SAFE expected to remain outstanding until maturity, the estimated fair value of the Brookfield SAFE was $13,274 as of February 14, 2025 prior to its extinguishment.
Significant inputs for Level 3 Brookfield SAFE measurement as of February 14, 2025 are as follows:
February 14, 2025
Initial purchase amount$50,000
Liquidity price$10.00
Stock price$0.75
Term (in years)
0.88
Expected volatility
60.0%
Risk-free interest rate
4.3%
Expected dividend yield
—%
Brookfield Loan
The Brookfield Loan is legal form of debt, and management has elected to apply the FVO with the Brookfield Loan classified as a mark-to-market liability. As of February 14, 2025, there were no cash flows associated with execution of the Brookfield Loan, however the initial principal payment of $12,500 to Brookfield was due on or prior to February 21, 2025 and has been paid. The Brookfield Loan accrues interest at a rate of (a) 8.00% per annum, compounded annually through and including October 3, 2027, (b) 8.00% per annum, payable quarterly in cash, from October 4, 2027 through and including December 3, 2028 and (c) 12.00% per annum, payable quarterly in cash, from December 4, 2028 through and including December 3, 2029.
The fair value of the Brookfield Loan was determined using a scenario-weighted discounted cash flow model on the adjusted remaining portion of the Brookfield Loan and the Company’s expectation to present projects to Brookfield to result in the Brookfield Loan liability being deemed as repaid at 50% as of June 30, 2026. The remaining portion outstanding is adjusted for repayment at maturity.
Significant inputs for Level 3 Brookfield Loan measurement as of June 30, 2026 and December 31, 2025 are as follows:
June 30, 2026December 31, 2025
Adjusted remaining amount
$
26,491
$25,470 
Term (in years)
3.4
3.8
Discount rate
37.5%
40.0 %
PIPE Warrant
Effective August 18, 2025, the Company's PIPE Warrant no longer met the criteria for liability classification and was reclassified from a current liability to additional paid-in capital in accordance with ASC 815-40. Following reclassification, the PIPE Warrant is no longer subject to recurring fair value remeasurement, provided the conditions for equity classification continue to be met. Accordingly, no PIPE Warrant liability was recorded on the Company's consolidated balance sheets as of June 30, 2026 or December 31, 2025. For details, See Note 9 — Preferred Stock and PIPE Warrant.
Public Warrants and IPO Private Placement Warrants
As part of AMCI’s initial public offering (“IPO”), AMCI issued warrants to third-party investors. Each public warrant entitles the holder to purchase one share of the Company’s Common Stock at an exercise price of $1,150 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, AMCI completed the private sale of warrants. Each private sale warrant allows the holder to purchase one share of the Company’s Common Stock at $1,150 per share. Additionally, prior to the consummation of the Business Combination, AMCI issued warrants for the settlement of a
working capital loan. The working capital warrants have the same terms as the private sale of warrants issued at the IPO. Warrants sold in the private sale at the IPO and the warrants issued to convert the working capital loan are collectively referred to as the “IPO Private Placement Warrants”. In connection with the IPO, the Company has 78,081 Public Warrants and 44,661 IPO Private Placement Warrants outstanding as of June 30, 2026.
The fair value of the Public Warrants is determined using quoted market prices in an active market. Changes in fair value are recorded within other income (expense), net within the Company’s consolidated statements of operations and comprehensive income (loss). The Company recognized an immaterial loss related to changes in the fair value of the Public Warrants during the six months ended June 30, 2026, compared to a loss of $1,892 during the same period in 2025.
The fair value of the IPO Private Placement Warrants was estimated using a Black-Scholes option pricing model. Changes in the fair value of the Company’s liability were recorded within other income (expense), net in the Company’s consolidated statements of operations and comprehensive income (loss). The Company recognized immaterial changes in fair value during the six months ended June 30, 2026 and 2025.
The following table represents the weighted average inputs used in calculating the fair value of the IPO Private Placement Warrants outstanding as of June 30, 2026 and December 31, 2025:
June 30, 2026December 31, 2025
Stock price$6.82$13.76
Exercise price$1,150.00$1,150.00
Term (in years)1.612.11
Expected volatility147.5%115.0%
Risk-free interest rate4.08%3.48%
Expected dividend yield—%—%
The following tables represent reconciliations of the fair value measurements of the assets and liabilities using significant unobservable inputs (Level 3) (in thousands):
FPA Put OptionFixed Maturity ConsiderationBrookfield LoanIPO Private Placement Warrants
Balance as of January 1, 2026$(30,015)$(4,123)$(10,900)$(10)
Settlement of Forward Purchase Agreement30,015 4,123 — — 
(Loss) gain recognized in other expense, net on the consolidated statement of operations and comprehensive loss— — (1,800)5 
Balance as of June 30, 2026$— $— $(12,700)$(5)
Convertible NotePIPE WarrantsFPA Put OptionFixed Maturity ConsiderationBrookfield SAFEBrookfield LoanPrivate Placement Warrants
Balance as of January 1, 2025$(51,112)$— $(30,015)$(4,123)$(13,223)$— $(1,432)
Extinguishment of the Brookfield SAFE— — — — 13,274 — — 
Issuance of PIPE Warrant— (24,950)— — — — — 
Issuance of the Brookfield Loan— — — — — (19,490)— 
Partial settlement of Brookfield Loan— — — — — 12,500 — 
Conversion of Convertible Note to preferred stock8,132 — — — — — — 
(Loss) gain recognized in the consolidated statement of operations and comprehensive loss42,980 (3,400)— — (51)(12,445)1,343 
Balance as of June 30, 2025$— $(28,350)$(30,015)$(4,123)$— $(19,435)$(89)