Fair Value Measurements

6 Months Ended

Jul. 31, 2023

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value Measurements

3: Fair Value Measurements

The following table sets forth by level within the fair value hierarchy the liabilities carried at fair value (in thousands):

	Fair value measurements at July 31, 2023 using:
	Level 1			Level 2			Level 3			Total
Liabilities:
Public warrants	$	(345	)	$	—		$	—		$	(345	)
Private warrants	—				(303	)		(107	)		(410	)
Sponsor earnout shares	—			—				(504	)		(504	)
Purchase consideration liability	—			—				(9,026	)		(9,026	)
Total financial liabilities	$	(345	)	$	(303	)	$	(9,637	)	$	(10,285	)

The following table sets forth by level within the fair value hierarchy the assets (liabilities) carried at fair value (in thousands):

	Fair value measurements at January 31, 2023 using:
	Level 1			Level 2			Level 3			Total
Assets:
Cash equivalents - money market funds	$	557		$	—		$	—		$	557
Total financial assets	$	557		$	—		$	—		$	557
Liabilities:
Public warrants	$	(1,373	)	$	—		$	—		$	(1,373	)
Private warrants	—				(1,208	)	—				(1,208	)
Sponsor earnout shares	—			—				(2,445	)		(2,445	)
Total financial liabilities	$	(1,373	)	$	(1,208	)	$	(2,445	)	$	(5,026	)

See Note 6 for a discussion of the fair value of debt.

The assumptions used to value the warrants are described in Note 7.

The assumptions used to value the Sponsor Earnout Shares are described in Note 8.

The carrying amounts of accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short maturity terms of these instruments.

Purchase Consideration Liability

As of July, 2023, the Company had an obligation to transfer $9.0 million in stock issuances to the former owners of LookingGlass in connection with the LookingGlass Business Combination (see Note 4). The purchase consideration liability represents a financial liability that will be settled in shares of the Company's Common Stock.

See Note 9 for discussion of the assumptions and inputs used to determine the fair value of the purchase consideration liability.

The Company classified the purchase consideration liability as Level 3 within the fair value hierarchy as the fair market value includes estimates of certain contingencies to be achieved as of the reporting date. The estimates of the contingencies relate to the LookingGlass Earnout Shares and the variable portion of the LookingGlass Deferred Shares and are considered unobservable inputs.