v3.26.3
Fair Value of Financial Instruments
 9 Months Ended
Sep. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments

Note 13 Fair Value of Financial Instruments

The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025, using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3) (in thousands):

 

September 30, 2026

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

$

43,346

 

 

$

-

 

 

$

-

 

 

$

43,346

 

Total assets

 

$

43,346

 

 

$

-

 

 

$

-

 

 

$

43,346

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

11,202

 

 

$

-

 

 

$

-

 

 

$

11,202

 

Earnout liabilities

 

 

-

 

 

 

-

 

 

 

3,866

 

 

 

3,866

 

Total liabilities

 

$

11,202

 

 

$

-

 

 

$

3,866

 

 

$

15,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2025

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

$

-

 

 

$

40,788

 

 

$

-

 

 

$

40,788

 

Total assets

 

$

-

 

 

$

40,788

 

 

$

-

 

 

$

40,788

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liabilities

 

$

6,217

 

 

$

-

 

 

$

5,579

 

 

$

11,796

 

Earnout liabilities

 

$

-

 

 

$

-

 

 

 

4,281

 

 

 

4,281

 

Total liabilities

 

$

6,217

 

 

$

-

 

 

$

9,860

 

 

$

16,077

 

 

The Company had no assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2026 and December 31, 2025.

The Company also has financial instruments not measured at fair value on a recurring basis. The Company has evaluated cash (Level 1), restricted cash (Level 1), accounts payable (Level 2), accrued expenses (Level 2), and Member receivables (Level 3) and believes the carrying value approximates fair value due to the short-term nature of these balances. The fair value of the Debt Facility (Level 2) approximates its carrying value. See Note 8, Convertible Notes for further information on the 2031 Notes.

 

Investments:

The following describes the valuation techniques used by the Company to measure the fair value of investments held as of September 30, 2026 and December 31, 2025.

U.S. Government Securities

The fair value of U.S. government securities is based on quoted prices in active markets for identical securities. U.S. government securities are categorized in Level 1 of the fair value hierarchy.

Warrants:

The Warrants described in Note 9, Warrant Liabilities, are classified as liabilities and measured at fair value on a recurring basis using the quoted market price of the warrants on The Nasdaq Stock Market LLC under the symbol "DAVEW," a Level 1 input, with changes in fair value recognized in earnings at each reporting date. The gain related to the change in fair value of the warrant liabilities for the three and nine months ended September 30, 2026 was $17.9 million and $0.6 million, respectively. The gain/(loss) related to the change in fair value of the warrant liabilities for the three and nine months ended September 30, 2025 was $9.2 million and ($11.7) million, respectively. These amounts are presented within changes in fair value of warrant liabilities in the condensed consolidated statements of operations.

A roll-forward of the Level 1 warrant liabilities is as follows (in thousands):

 

Opening value at January 1, 2025

 

 

 

 

 

$

1,016

 

Change in fair value during the period

 

 

 

 

 

 

5,201

 

Ending value at December 31, 2025

 

 

 

 

 

 

6,217

 

Transfer of private warrants from level 3

 

 

 

 

 

 

13,834

 

Warrants exercised

 

 

 

 

 

 

(40

)

Change in fair value during the period

 

 

 

 

 

 

(8,809

)

Ending value at September 30, 2026

 

 

 

 

 

$

11,202

 

A roll-forward of the Level 3 warrant liabilities is as follows (in thousands):

 

Opening value at January 1, 2025

 

 

 

 

 

$

916

 

Change in fair value during the period

 

 

 

 

 

 

4,663

 

Ending value at December 31, 2025

 

 

 

 

 

 

5,579

 

Change in fair value during the period

 

 

 

 

 

 

8,255

 

Transfer of private warrants to level 1

 

 

 

 

 

 

(13,834

)

Ending value at September 30, 2026

 

 

 

 

 

$

-

 

See Note 9, Warrant Liabilities for further information.

Earnout Shares Liabilities:

As part of the recapitalization and business combination in January 2022, 49,563 shares of Class A common stock held by founders of VPCC are subject to forfeiture if the vesting condition is not met over the five-year term following the Closing Date (“Founder Holder Earnout Shares”). These Founder Holder Earnout Shares were initially recorded as a liability at fair value and subsequently recorded at fair value at each reporting period, with changes in fair value reflected in earnings. The gain related to the change in fair value of the Founder Holder Earnout Shares liabilities for the three and nine months ended September 30, 2026 was $8.5 million and $0.4 million, respectively. The gain/(loss) related to the change in fair value of the Founder Holder Earnout Shares liabilities for the three and nine months ended September 30, 2025 was $4.8 million and ($2.7) million, respectively, which are presented within changes in fair value of earnout liabilities in the condensed consolidated statements of operations.

A roll-forward of the Level 3 Founder Holder Earnout Shares liabilities is as follows (in thousands):

 

Opening value at January 1, 2025

 

 

 

 

 

$

996

 

Change in fair value during the period

 

 

 

 

 

 

3,285

 

Ending value at December 31, 2025

 

 

 

 

 

 

4,281

 

Change in fair value during the period

 

 

 

 

 

 

(415

)

Ending value at September 30, 2026

 

 

 

 

 

$

3,866

 

 

The Company used a Monte Carlo Simulation Method to determine the fair value of the Founder Holder Earnout Shares liability. The following table presents the assumptions used to value the Founder Holder Earnout Shares liability for the period ended September 30, 2026:

 

Share price hurdles

 

 

 

 

 

$400-$480

 

Expected volatility

 

 

 

 

 

 

58.7

%

Risk-free interest rate

 

 

 

 

 

 

4.20

%

Remaining term

 

 

 

 

 

 

0.27

 

Dividend yield

 

 

 

 

 

 

0

%

 

Convertible Notes

The 2031 Notes are carried at amortized cost, net of unamortized debt discount and issuance costs, and are not remeasured at fair value on a recurring basis. The 2031 Notes were issued on March 9, 2026 in a private offering to qualified institutional buyers under Rule 144A. The estimated fair value of the 2031 Notes was approximately $270.8 million as of September 30, 2026, classified within Level 2 of the fair value hierarchy and determined based on quoted prices for the Notes in markets that are not active. The 2031 Notes had a net carrying amount of $193.5 million as of September 30, 2026. The Company did not elect the fair value option under ASC 825 for the 2031 Notes.

As of December 31, 2025, the Company did not have any convertible notes outstanding.

There were no other assets or liabilities that were required to be measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025.