v3.26.1
Summary of Significant Accounting Policies and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2026
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]  
Unaudited Condensed Financial Statements

Unaudited Condensed Financial Statements

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for condensed financial information. They do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair statement have been included (consisting only of normal recurring adjustments except as otherwise discussed).

 

The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2025. Except for the accounting policies described in Note 2, the significant accounting policies adopted and used in the preparation of the financial statements are consistent with those of the previous financial year.

Principles of Consolidation

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates ZorroNet and DFSL from April 10, 2026 and April 13, 2026, respectively, the date on which it obtained control. The portion of DFSL’s equity and results of operations not attributable to the Company is presented as noncontrolling interests. Intercompany balances and transactions have been eliminated upon consolidation.

Functional currency

Functional currency

 

A majority of the revenues of the Company are generated in U.S. dollars. In addition, most of the Company’s costs and expenses are denominated and determined in U.S. dollars. Management believes that the U.S. dollar is the currency of the primary economic environment in which the Company operate.

 

Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.

 

The financial statements of ZorroNet and DFSL, for which the functional currency is not the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for revenues and expenses.

Use of estimates in the preparation of financial statements

Use of Estimates in the Preparation of Financial Statements

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the financial statements and the amounts of expenses during the reported years. The most significant estimates in the Company’s financial statements relate to financial instruments fair value valuation. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates.

Business Combinations

Business Combinations

 

The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Intangible assets

Intangible assets

 

Intangible assets that are not considered to have an indefinite useful life are amortized using the straight-line basis over their estimated useful lives, as noted below. Recoverability of these assets is measured by a comparison of the carrying amount of the asset to the undiscounted future cash flows expected to be generated by the assets. If the assets are considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired assets.

 

Acquisition-related intangible assets:

 

The Company accounts for ASC 350-20 “Goodwill and Other Intangible Assets” (“ASC 350-20”). ASC 805-10 specifies the accounting for business combinations and the criteria for recognizing and reporting intangible assets apart from goodwill.

 

Acquisition-related intangible assets result from the Company’s acquisitions of businesses accounted for under the purchase method and consist of the value of identifiable intangible assets. Acquisition-related definite lived intangible assets are reported at cost, net of accumulated amortization.

Accounts receivables

Accounts receivables

 

The Company manages credit risk associated with accounts receivables at the customer level.

 

Pursuant to Topic 326 for our accounts receivables, the Company maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss-rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. The actual rate of future credit losses, however, may not be similar to past experience. Our estimate of doubtful accounts could change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, the Company may be required to increase or decrease our allowance for doubtful accounts.

Goodwill

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present.

 

Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.

Stock purchase warrants

Stock purchase warrants

 

The Company accounts for stock purchase warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing liabilities from equity (“ASC 480”), and ASC 815. The assessment considers whether the stock purchase warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the stock purchase warrants meet all of the requirements for equity classification under ASC 815, including whether the stock purchase warrants are indexed to the Company’s own common shares and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance, modification, and as of each subsequent quarterly period end date while the stock purchase warrants are outstanding.

 

For issued or modified stock purchase warrants that meet all of the criteria for equity classification, the stock purchase warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

 

For issued or modified stock purchase warrants that do not meet all the criteria for equity classification, the stock purchase warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability classified stock purchase warrants are recognized as a non-cash gain or loss on the accompanying consolidated statements of operations and comprehensive loss.

 

The Company assesses the classification of its common stock purchase warrants at each reporting date to determine whether a change in classification between equity and liability is required. For modified stock purchase warrants that result in a change of classification from equity to liability, a liability is recognized equal to the fair value on the date of modification, additional paid-in capital is adjusted by the fair value of the warrant on the date of issuance.

Revenue recognition

Revenue recognition

 

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised products or services is transferred to the customer, in an amount that reflects the consideration to which the Company expects to be entitled.

 

The Company derives revenue principally from subscriptions to its artificial intelligence (“AI”)-based command-and-control software platform provided on a software-as-a-service basis (“SaaS”), sales of hardware systems and components, perpetual software licenses, deployment, installation and integration services, and ongoing maintenance, technical support and warranty support services. Arrangements may include bundled solutions or standalone sales of products or services.

 

The Company applies the five-step model under ASC 606 by identifying the contract and the distinct performance obligations, determining and allocating the transaction price, and recognizing revenue as each performance obligation is satisfied.

 

Performance obligations and allocation of transaction price

 

The Company’s contracts may include multiple promises, such as hardware systems, software licenses, SaaS subscriptions, installation and integration services, and ongoing support.

 

At contract inception, the Company assesses whether each promised product or service is distinct. A product or service is distinct if the customer can benefit from it on its own or together with other readily available resources and the promise to transfer it is separately identifiable from the other promises in the contract.

 

For arrangements containing multiple distinct performance obligations, the transaction price is allocated based on the relative stand-alone selling price (“SSP”) of each product or service. SSP is generally based on observable standalone sales. If SSP is not directly observable, the Company estimates it using an expected cost-plus-margin approach or, in limited circumstances, a residual approach.

 

SaaS subscriptions

 

Access to the Company’s software platform, together with technical support and unspecified updates provided during the subscription period, is generally accounted for as a single performance obligation satisfied over time. Revenue is recognized ratably over the committed subscription term, commencing when access to the platform is made available to the customer.

 

Sales of systems, hardware and perpetual software licenses

 

Revenue from hardware systems, components, perpetual software licenses and related products is generally recognized at a point in time when control transfers to the customer. The determination of when control transfers is based on the terms of the arrangement, including delivery, customer acceptance and any remaining performance obligations.

 

Deployment, installation and integration services

 

Deployment, configuration and integration services generally include connecting the Company’s platform or systems to the customer’s existing cameras, sensors, control systems and other infrastructure.

 

These services are generally short-term, and revenue is recognized upon completion and transfer of control. If significant installation or integration services are distinct and the criteria for recognition over time are met, revenue is recognized as the services are performed.

 

Maintenance, technical support and warranty support

 

Revenue from maintenance, technical support and service-type warranty support is recognized over time as the services are performed.

 

For certain service arrangements, the Company applies the practical expedient in ASC 606-10-55-18 because it has a right to invoice an amount that corresponds directly with the value transferred to the customer. Revenue from such arrangements is recognized in the amount to which the Company has a right to invoice.

 

DFSL metro rail technology arrangement

 

In December 2025, DFSL entered into an agreement pursuant to which it transferred certain software assets and patents and granted exclusive global commercialization rights relating to its metro rail technology to its principal customer. The agreement also includes ongoing support and personnel services through July 2026.

 

The Company identified multiple performance obligations and allocated the transaction price based on their relative SSPs. Revenue attributable to the asset transfers and exclusive commercialization rights was recognized at a point in time upon transfer of control. Revenue attributable to the ongoing services is recognized over time as the services are rendered.

Basic and diluted loss per share

Basic and diluted loss per share

 

Basic net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders, after giving effect to preferred dividends and the allocation of earnings to participating securities, by the weighted average number of shares of Common Stock outstanding during the period. Pre-funded warrants and other instruments for which little or no consideration remains to be paid are included in the weighted average number of common shares outstanding from the date the applicable issuance conditions are satisfied. Diluted net loss per share includes potentially dilutive securities using the treasury stock or if-converted method, as applicable, when their effect is dilutive.

 

The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between shares of Common Stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its Redeemable Convertible Preferred Shares to be participating securities as the holders of the Redeemable Convertible Preferred Shares would be entitled to dividends that would be distributed to the holders of Common Stock, on a pro-rata basis assuming conversion of all Redeemable Convertible Preferred Shares into shares of Common Stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities.