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Fair Value Measurements
12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements
15.
Fair Value Measurements

The fair value hierarchy of financial instruments measured at fair value as of December 31, 2025 is provided below.

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets measured at fair value:

 

 

 

 

 

 

 

 

 

Contingent consideration receivable

 

 

 

 

 

 

 

 

4,810

 

Derivative financial asset

 

 

 

 

 

597

 

 

 

 

 

$

 

 

$

597

 

 

$

4,810

 

 

 

 

 

 

 

 

 

 

Financial liabilities measured at fair value:

 

 

 

 

 

 

 

 

 

Derivative financial liabilities

 

 

 

 

 

858

 

 

 

 

Liability for share-based compensation (2)

 

 

 

 

 

 

 

 

2,428

 

 

$

 

 

$

858

 

 

$

2,428

 

The fair value hierarchy of financial instruments measured at fair value as of December 31, 2024 is provided below.

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets measured at fair value:

 

 

 

 

 

 

 

 

 

Derivative financial asset

 

 

 

 

 

5,502

 

 

 

 

 

$

 

 

$

5,502

 

 

$

 

 

 

 

 

 

 

 

 

 

Financial liabilities measured at fair value:

 

 

 

 

 

 

 

 

 

Warrant liabilities (1)

 

 

1,401

 

 

 

 

 

 

 

Liability for share-based compensation (2)

 

 

 

 

 

 

 

 

4,394

 

 

$

1,401

 

 

$

 

 

$

4,394

 

 

(1)
The Warrants represent the right to purchase one share of the Company’s common shares at a price of $138.00 per share. The Warrants became exercisable on August 21, 2021 and will expire on the fifth anniversary of the Transaction, or upon an earlier redemption. As of December 31, 2025 and December 31, 2024, 53,900,329 warrants were outstanding. As of December 31, 2025, the warrant were delisted from trading on the NYSE and the fair value of the warrant liability was immaterial.
(2)
As of December 31, 2025 and 2024, the liability for share-based compensation relates to the share-based compensation awards modified in connection with the Transaction (Note 1).

 

There were no transfers between levels during the year ended December 31, 2025. During the year ended December 31, 2024, the contingent consideration payable was no longer deemed a level 3 fair value recurring measurement due to the achievement of the financial performance targets associated with a prior period acquisition. A reconciliation of the movements in level 3 financial instruments in the year are shown in Note 13 as it relates to Liability for share-based compensation and Note 11 as it relates to Contingent consideration payable.

The valuation techniques and significant unobservable inputs used in determining the fair value measurement of Level 3 financial instruments is set out in the table below. Other than this input, a reasonably possible change in one or more of the unobservable inputs listed below would not materially change the fair value of financial instruments listed below.

 

Financial instrument

 

Valuation technique used

 

Significant unobservable inputs

Contingent consideration receivable

 

Discounted cashflow

 

Discount rate of 14.8%

Liability for share-based compensation

 

Market and income approach

 

Discount rate of 16.5%

 

As at December 31, 2025, the Company considers the carrying value of cash and cash equivalents, customer accounts and other restricted cash, accounts receivable, settlement receivables, prepaid expenses and other current assets, accounts payable and other liabilities, contingent consideration payable and funds payable and amounts due to customers to approximate fair value given the short-term nature of these items. At December 31, 2025, the aggregate fair value of debt (a Level 2 measurement) based on market yields for similar debt facilities and observable trading data related to the Company’s debt securities approximated carrying value.