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FAIR VALUE MEASUREMENT (Tables)
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Financial Instruments Measured at Fair Value
The following table presents the fair value of the Company's financial instruments that are measured or disclosed at fair value on a recurring basis (in thousands):
December 31, 2024
Level 1Level 2Level 3
Assets:
Cash equivalents:
Treasury bills$38,070 $— $— 
Money market funds131,767 $— $— 
Total assets$169,837 $— $— 
Liabilities:
Other current liabilities
Contingent holdback consideration
$— $— $4,076 
Contingent acquisition liabilities
Contingent earnout consideration
$— $— $286,898 
Total liabilities$— $— $290,974 
December 31, 2023
Level 1Level 2Level 3
Assets:
Cash equivalents:
Treasury bills$35,961 $— $— 
Money market funds54,542 $— $— 
Total assets$90,503 $— $— 
Schedule of Disclosed at Fair Value on a Recurring Basis
Equity Line of Credit
Liabilities:Equity Line of Credit
January 1, 2022$— 
Issuance of ELOC1,075 
December 31, 20221,075 
Change in fair value1,901 
Settlements(2,976)
December 31, 2023$— 
The reconciliation of the Company's Contingent Holdback Consideration measured at fair value, including the effect of measurement period adjustments, on a recurring basis using unobservable inputs (Level 3) is as follows:
Balance as of December 31, 2023$— 
Acquisition of SYNQ3981 
Change in the fair value of liability3,712 
Measurement period adjustments(411)
Settlement(206)
Balance as of December 31, 2024$4,076 
The reconciliation of the Company's contingent earnout consideration measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:
Balance as of December 31, 2023$— 
Acquisition of SYNQ31,676 
Acquisition of Amelia66,269 
Change in the fair value of liability*218,953 
Balance as of December 31, 2024$286,898 
*The Company's year-end stock price increase resulted in an increase in its fair value of contingent acquisition liabilities where future Contingent Earnout Consideration is marked-to-market on a quarterly basis, significantly impacting net loss and net loss per share during the year ended December 31, 2024. The fluctuation is non-operating and non-cash in nature.
Schedule of Fair Value Measurement Technique The Company utilized the following assumptions at the valuation date:
December 31, 2021
Probability of Next Equity Financing3 %
Probability of SPAC/PIPE95 %
Probability of IPO2 %
100 %
Weighted average term (years)0.27
Weighted average discount rate25 %
The Company determined the fair value of the Term Loan common stock warrant at issuance using the Black-Scholes option-pricing model using the following assumptions:
Expected dividend rate— %
Risk-free interest rate3.60 %
Expected volatility52 %
Expected term (in years)5
The fair value of the Contingent Holdback Consideration has been estimated as of the Closing Date and December 31, 2024, under the following assumptions:
January 3, 2024December 31, 2024
Risk-free interest rate
4.6 %4.0 %
Holdback period
1.25 years0.25 years
The fair value of the Contingent SYNQ3 Earnout Consideration acquired from SYNQ3 Acquisition has been estimated as of the Closing Date and December 31, 2024, with the following assumptions for the unobservable inputs:
January 3, 2024December 31, 2024
Discount rate
12.6 %12.9 %
Expected stock price volatility
115.3 %130.0 %
Risk-free interest rate
4.2 %4.2 %
Expected dividend yield
0.0 %0.0 %
Expected life
0.5 - 2.5 years
0.50 - 1.50 years
The fair value of the Contingent Amelia Earnout Consideration acquired from Amelia Acquisition has been estimated as of the Closing Date and December 31, 2024, with the following assumptions for the unobservable inputs:
August 6, 2024December 31, 2024
Metric specific discount rate8.0 %9.5 %
Earnout payment discount rate3.8 %4.2 %
Expected stock price volatility73.0 %68.0 %
Expected metric volatility11.0 %12.0 %
Risk-free interest rate for target revenue4.0 %4.2 %
Risk-free interest rate for stock price3.8 %4.2 %
Expected dividend yield— %— %
Expected life
1.4 - 2.4 years
1.0 - 2.0 years
Schedule of Fair Value Remeasurement
The following table summarizes the fair value remeasurement of the embedded derivative for the year ended December 31, 2022 (in thousands):
Year Ended December 31,
2022
Remeasurement of conversion feature — loss $(606)
Schedule of Derivative Liability and Warrant Liability
The following table sets forth a summary of changes in fair value of the Company’s derivative liability and warrant liability for which fair value was determined by Level 3 inputs:
Derivative LiabilityWarrant Liability
Balance as of December 31, 2021$3,488 $— 
Change in fair value$606 $— 
Extinguishment of embedded derivative upon conversion of convertible note$(4,094)$— 
Balance as of December 31, 2022$— $—