v3.26.3
Fair Value Measurement
 9 Months Ended
Sep. 30, 2026
Fair Value Measurement [Abstract]  
Fair Value Measurement

3. Fair Value Measurement

 

Certain assets and liabilities are carried at fair value. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

 

Valuation techniques used to measure fair value require the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy distinguishes between market participant assumptions based on market data from independent sources (observable inputs) and an entity’s own assumptions based on the best information available (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to observable inputs (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the hierarchy are described below:

 

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 

Level 3 – Valuations based on inputs that are supported by little or no market activity that are significant to determining the fair value of assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.

 

Prior to the Merger, the Company’s financial liabilities measured at fair value on a recurring basis consisted of SAFE liability, preferred stock warrant liabilities, and derivative liabilities. In connection with or prior to the Merger, all such instruments were converted, settled or derecognized. Accordingly, no financial liabilities measured at fair value on a recurring basis remained outstanding as of September 30, 2026. Cash, accounts receivable, accounts payable, and accrued expenses and other current liabilities are carried at amounts that approximate fair value due to the short-term nature of these instruments.

  

The following table sets forth, by level, within the fair value hierarchy, the financial liabilities carried at fair value on a recurring basis as of December 31, 2025:

 

    Fair value measurements as of  
    December 31, 2025  
    Level 1     Level 2     Level 3     Total  
SAFE liability   $ —     $ —     $ 4,086     $ 4,086  
Warrant liability     —       —       171       171  
Derivative liability     —       —       111       111  
Total   $ —     $ —     $ 4,368     $ 4,368  

 

All recurring fair value measurements were classified within Level 3 due to the use of significant unobservable inputs. During the nine months ended September 30, 2026 and 2025, there were no transfers or reclassifications between fair value measurement levels of assets or liabilities.

 

The following table presents a roll-forward of the aggregate fair values of the Company’s Level 3 financial liabilities for the nine months ended September 30, 2026.

 

    SAFE
liability		     Warrant liability     Derivative liability  
Balance as of December 31, 2025   $ 4,086     $ 171     $ 111  
Issuances     2,448       —       —  
Change in fair value     134       (72 )     21  
Settlement     (6,668 )     (99 )     (132 )
Balance as of September 30, 2026   $ —     $ —     $ —  

 

The change in fair value of SAFE liability, preferred stock warrant liability, and derivative liability is included in other income (expense), net in the condensed consolidated statements of operations.