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Fair Value Measurements
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
As of December 31, 2024, the Company carried cash equivalents, marketable investments, bifurcated derivatives associated with the 2030 Convertible Notes and Private Warrants that are measured at fair value on a recurring basis. Additionally, the Company measures its equity-settled fixed value awards at fair value on a recurring basis. See Note 12 for further information on the Company’s fixed value equity awards.
Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies, or similar techniques.
The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments.
Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations, alternative pricing sources, or U.S. Government Treasury yield of appropriate term. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, or historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.
Given that the transfer of Private Warrants to anyone outside of a small group of individuals constituting the sponsors of Gores Metropoulos, Inc (“Gores”) would result in the Private Warrants having substantially the same terms as warrants issued in connection with the initial public offering of Gores (“Public Warrants”), management determined that the fair value of each Private Warrant is the same as that of a Public Warrant, with an insignificant adjustment for short-term marketability restrictions. The fair value of Private Warrants was at de minimis as of December 31, 2024.
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands):
Fair Value Measured as of
December 31, 2024:
Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$17,730 $— $— $17,730 
U.S. treasury securities5,519 — — 5,519 
Commercial paper— 9,967 — 9,967 
Corporate bonds— 799 — 799 
Total cash equivalents$23,249 $10,766 $— $34,015 
Marketable investments:
U.S. treasury securities$5,436 $— $— $5,436 
Certificate of deposits
— 1,561 — 1,561 
Commercial paper— 9,107 — 9,107 
Corporate bonds— 80,558 — 80,558 
Marketable equity investments3,165 — — 3,165 
Total marketable investments$8,601 $91,226 $— $99,827 
Liabilities:
Derivative liability$— $— $(9,410)$(9,410)
Total warrant liabilities$— $— $(9,410)$(9,410)
Fair Value Measured as of
December 31, 2023:
Level 1Level 2Level 3Total
Assets:
Cash equivalents:
Money market funds$101,842 $— $— $101,842 
Commercial paper— 497 — 497 
Corporate bonds— 1,097 — 1,097 
Total cash equivalents$101,842 $1,594 $— $103,436 
Marketable investments:
U.S. treasury securities$86,784 $— $— $86,784 
U.S. agency and government sponsored securities— 2,732 — 2,732 
Commercial paper— 9,647 — 9,647 
Corporate bonds— 43,809 — 43,809 
Marketable equity investments7,755 — — 7,755 
Total marketable investments$94,539 $56,188 $— $150,727 
Liabilities:
Private Warrants$— $— $1,069 $1,069 
Total warrant liabilities$— $— $1,069 $1,069 
As of December 31, 2024 and 2023, the estimated fair value of the Company’s outstanding 2026 Convertible Notes was $93.6 million and $296.3 million, respectively. The fair value was determined based on the quoted price of the 2026 Convertible Notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 8 for further information on the Company’s 2026 Convertible Notes.
As of December 31, 2024, the estimated fair value of the Series 1 Notes and Series 2 Notes of the 2030 Convertible Notes, excluding the bifurcated derivative liabilities value, was $52.1 million and $190.8 million, respectively. As of December 31, 2024, the estimated fair value of the Senior Notes was $111.0 million. The fair value was determined based on a binomial lattice model and have been classified as Level 3 in the fair value hierarchy. See Note 8 for further information on these notes.
The Company’s other financial instruments’ fair value, including accounts receivable, accounts payable and other current liabilities, approximate its carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company.