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Fair Value Measurements
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

3. Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates their respective levels within the fair value hierarchy (in thousands):

 

 

 

 

AS OF DECEMBER 31, 2024

 

 

CLASSIFICATION

 

TOTAL

 

 

LEVEL 1

 

 

LEVEL 2

 

 

LEVEL 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

Cash and cash equivalents

 

$

31,553

 

 

$

31,553

 

 

$

 

 

$

 

Government bonds

 

Cash and cash equivalents

 

 

6,574

 

 

 

 

 

 

6,574

 

 

 

 

Commercial paper

 

Short-term investments

 

 

64,855

 

 

 

 

 

 

64,855

 

 

 

 

Government and government
   agency bonds

 

Short-term investments

 

 

59,458

 

 

 

 

 

 

59,458

 

 

 

 

Corporate bonds

 

Short-term investments

 

 

20,880

 

 

 

 

 

 

20,880

 

 

 

 

Total assets

 

 

 

$

183,320

 

 

$

31,553

 

 

$

151,767

 

 

$

 

 

 

 

 

 

AS OF DECEMBER 31, 2023

 

 

CLASSIFICATION

 

TOTAL

 

 

LEVEL 1

 

 

LEVEL 2

 

 

LEVEL 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

Cash and cash equivalents

 

$

28,517

 

 

$

28,517

 

 

$

 

 

$

 

Commercial paper

 

Short-term investments

 

 

2,090

 

 

 

 

 

 

2,090

 

 

 

 

Government and government
   agency bonds

 

Short-term investments

 

 

19,982

 

 

 

 

 

 

19,982

 

 

 

 

Corporate bonds

 

Short-term investments

 

 

1,395

 

 

 

 

 

 

1,395

 

 

 

 

Total assets

 

 

 

$

51,984

 

 

$

28,517

 

 

$

23,467

 

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SAFEs

 

Liabilities

 

$

25,100

 

 

$

 

 

$

 

 

$

25,100

 

Total liabilities

 

 

 

$

25,100

 

 

$

 

 

$

 

 

$

25,100

 

 

The carrying amounts of all cash and cash equivalents, accounts receivable, other receivables, prepaid and other current assets, accounts payable, and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments.

Short-Term Investments

The Company’s assets with a fair value categorized as Level 2 within the fair value hierarchy consist of commercial paper, government and government agency bonds, and corporate bonds. These assets have been initially valued at the transaction price and subsequently valued at the end of each reporting period utilizing third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable.

Simple Agreements for Future Equity

The estimated fair value of the SAFEs (see Note 7) is determined based on the aggregated, probability-weighted average of the outcomes of certain scenarios, including: (i) equity financing, with conversion of the SAFEs into a number of shares of convertible preferred stock at the lower of the post-money valuation cap price of $48.25 and the discount price (the lowest price of the standard convertible preferred stock sold in the equity financing multiplied by the specified discount rate of 85%); (ii) liquidity event (change of control, direct listing, or an initial public offering,) with mandatory conversion to common stock at the lower of post-money valuation cap price of $48.25 and discount price (price of the common stock multiplied by the discount rate of 85%); and (iii) dissolution event, with SAFE holders automatically entitled to receive cash payments equal to the purchase amount, prior to and in preference to any distribution of any assets or surplus funds to the holders of convertible preferred and common stock. On May 29, 2024, the Company executed an amendment to the SAFEs (the “SAFE Amendment”). The SAFE Amendment amended the definition of liquidity event to exclude an initial public offering and amended the definition of the discount price under an initial public offering to the lower of (a) the price per share of common stock sold to the public by the underwriters in the initial public offering multiplied by the discount rate of 85% or (b) the post-money valuation cap price of $48.25. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the SAFEs are outstanding, in each case based on a risk-adjusted discount rate estimated based on the implied interest rate using the changes in observed interest rates of corporate debt that the Company believes is appropriate for those probability-adjusted cash flows.

Fair value measurements associated with SAFEs were determined based on significant inputs not observable in the market, which represent Level 3 measurements within the fair value hierarchy. Increases and decreases in the fair value of the SAFEs can result from updates to assumptions such as expected timing and probability of a qualified financing event, or changes in discount rates, among other assumptions. Based on management’s assessment of the valuation of the SAFEs, performed by the Company’s third-party valuation specialists, none of the changes in the fair value of those instruments were due to changes in the Company’s own credit risk for the reporting periods presented. Judgment is used in determining these assumptions as of the initial valuation date and at

each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value, and the change in fair value of SAFEs and the results of operations in any given period.

In connection with the closing of the IPO, the Company’s outstanding convertible SAFE shares automatically converted into 2,391,418 shares of common stock.

The following tables summarize the significant inputs not observable in the market upon which the fair value measurements associated with the SAFEs were determined:

 

 

VALUATION TECHNIQUE

 

UNOBSERVABLE INPUT

 

AS OF DECEMBER 31, 2023

Liabilities

 

 

 

 

 

 

SAFEs

 

Scenario-based approach

 

Probability weighting

 

15.0% - 70.0%

 

 

 

Discount rate

 

20.1%

 

 

 

Remaining term to event (in years)

 

0.50 - 0.75

 

The following table summarizes the changes in fair value associated with Level 3 financial instruments held during the year ended December 31, 2024 (in thousands):

 

 

SAFEs

 

Balance at December 31, 2023

 

$

25,100

 

Changes in fair value of SAFEs

 

 

3,597

 

Conversion of SAFEs to common stock

 

 

(28,697

)

Balance at December 31, 2024

 

$