Fair Value Measurements

9 Months Ended

Sep. 30, 2026

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis:

	September 30, 2026
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	76,987	$	76,987	$	—	$	—
U.S. treasury bonds	42,163		—		42,163		—
Corporate and municipal bonds	41,905		—		41,905		—
Total financial assets	$	161,055	$	76,987	$	84,068	$	—

	December 31, 2025
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	85,381	$	85,381	$	—	$	—
U.S. treasury bonds	32,079		—		32,079		—
Corporate and municipal bonds	33,854		—		33,854		—
Total financial assets	$	151,314	$	85,381	$	65,933	$	—
Financial Liabilities:
Public warrant liability	$	755	$	755	$	—	$	—
Private warrant liability	345		—		345		—
Contingent consideration	1,570		—		—		1,570
Total financial liabilities	$	2,670	$	755	$	345	$	1,570

As of September 30, 2026, the financial liabilities that were measured at fair value on a recurring basis were valued at zero.

There were no transfers between Level 1, Level 2 and Level 3 during the three and nine months ended September 30, 2026 and 2025.

The Company’s financial assets include investments in money market funds, U.S. treasury bonds, and corporate and municipal bonds. Investments in money market funds are classified within Level 1 of the fair value hierarchy as they are based on quoted prices in active markets. Investments in U.S. treasury bonds and corporate and municipal bonds are classified within Level 2 of the fair value hierarchy as they are based on quoted bid prices for comparable securities in the marketplace and broker/dealer quotes in active markets.

The Company’s marketable securities presented in the condensed consolidated balance sheet as of September 30, 2026 have maturity dates ranging from 2026 through 2029 and are classified as current assets as these investments are intended to be readily available to fund current operations. The differences between the fair value and amortized cost basis of each security are the unrealized gains or losses recorded in accumulated other comprehensive (loss) income. As of September 30, 2026, the amortized cost for maturities less than one year and greater than one year were $41.8 million and $32.0 million, respectively.

Public and Private Warrants

In connection with the Business Combination, there were 666,515 warrants to purchase shares of Class A common stock outstanding as of December 31, 2025, including 457,323 public warrants and 209,192 private placement warrants. The public and private warrants expired on July 22, 2026. Accordingly, as of September 30, 2026, no warrants to purchase shares of Class A common stock were outstanding.

The public warrants were classified within Level 1 of the fair value hierarchy as they were traded in active markets and the fair value was determined on the basis of quoted market prices. The private placement warrants were classified within Level 2 of the fair value hierarchy as management determined the fair value of each private placement warrant was the same as that of a public warrant because the terms were substantially the same.

For the nine months ended September 30, 2026, a gain of $1.1 million was recorded within the change in fair value of financial liabilities in the condensed consolidated statements of operations and comprehensive loss. The change in fair value of the warrants for the three and nine months ended September 30, 2025 was a loss of $0.9 million and gain of $1.1 million, respectively.

Contingent Consideration

Pursuant to the Merger Agreement, the Company agreed to pay up to (i) $10.5 million in cash, shares of Class A common stock or a combination thereof, subject to Fabric Genomics achieving gross revenue equal to or above $6.0 million and a gross margin equal to or above 69% for the fiscal year ending December 31, 2025 (the “First Milestone Payment”), with the amount of the First Milestone Payment determined by multiplying $7.0 million by the quotient obtained by dividing Fabric Genomics’ gross revenue for the fiscal year ending December 31, 2025 by $8.0 million, and (ii) $7.5 million in cash, shares of Class A common stock or a combination thereof, as determined by the Company in its sole discretion, on or prior to April 30, 2027 subject to Fabric Genomics achieving gross revenue equal to or above $9.0 million and a gross margin equal to or above 69% for the fiscal year ending December 31, 2026 (the “Second Milestone Payment” and, together with the First Milestone Payment, the “Milestone Payments”), with the amount of the Second Milestone Payment determined by multiplying $5.0 million by the quotient obtained by dividing Fabric Genomics’ gross revenue for the fiscal year ending December 31, 2026 by $12.0 million. The shares of Class A common stock issued, if any, pursuant to the Milestone Payments are referred to as the “Milestone Shares.” Any Milestone Shares that are issued will be valued at $93.0318 per share based on the average of the daily volume average weighted price of the Class A common stock over the period of 30 trading days ended April 11, 2025.

The measurement period for the First Milestone Payment was completed on December 31, 2025, and the Company determined the amount of the liability based on the gross revenue and gross margin achieved by Fabric Genomics for the year ended December 31, 2025. As of September 30, 2026 and December 31, 2025, the amount reported for the First Milestone Payment in the condensed consolidated balance sheets was $5.4 million.

The fair value of the Second Milestone Payment was determined based on a Monte Carlo simulation valuation model, and is categorized as Level 3 of the fair value hierarchy as the Company utilizes unobservable inputs in estimating the fair value. Estimates and assumptions utilized in the Monte Carlo simulation model include risk-adjusted forecasted revenue and gross margin, revenue and gross profit volatility rates, expected stock price volatility, and discount rates which are based on the cost of debt and equity. As of September 30, 2026, the Company did not utilize a Monte Carlo simulation model and instead performed a probability assessment to estimate the fair value of the Second Milestone Payment. Based on this assessment, the Company determined that it was probable that the revenue target would not be achieved and accordingly, that the Second Milestone Payment would not be paid.

The following table summarizes the Level 3 inputs used in the valuation of the contingent consideration at December 31, 2025:

	December 31, 2025
Discount rate	3.5%
Expected term (in years)	1.3
Equity volatility	85.0%
Revenue volatility	12.5%
Gross margin volatility	30.0%

As of September 30, 2026 and December 31, 2025, the amount of contingent consideration reported in the condensed consolidated balance sheets for the Second Milestone Payment was zero and $1.6 million, respectively. During the nine months ended September 30, 2026 and 2025, a gain of $1.6 million and loss of $3.4 million, respectively, was recorded within the change in fair value of financial liabilities in the condensed consolidated statements of operations and comprehensive loss.