Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements

v3.26.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Level March 31, 2026 December 31, 2025
Assets
Money market fund (1) 1 $ 51,787  $ 23,111 
Contingent consideration asset related to sale of business (2) 3 28,820  27,700 
Indemnity holdback related to sale of business (2) 3 8,801  8,700 
Total assets at fair value $ 89,408  $ 59,511 
Liabilities
Warrant liabilities - Public Warrants
 1 $ 46  $ 990 
Warrant liabilities - Private Warrants
 2 25  540 
Share-based payment liability-classified related to sale of business (3) 3 12,983  15,138 
Equity consideration in escrow and contingent consideration - Keystone acquisition (4) 3 9,004  9,072 
Total liabilities at fair value $ 22,058  $ 25,740 
(1) As of March 31, 2026 and 2025, the Company had cash equivalents held in a money market fund. The Company has concluded that due to the highly liquid nature of the fund, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market fund is included in cash and cash equivalents.
(2) Contingent consideration and indemnity holdback related to sale of the Passenger business are presented within “Prepaid expenses and other current assets” and “Other non-current asset”, respectively, on the unaudited interim condensed consolidated balance sheets.
(3) Share-based payment liability-classified related to the sale of the Passenger business is presented within “Other non-current liabilities” on the unaudited interim condensed consolidated balance sheets.
(4) Equity consideration in escrow and contingent consideration related to the Keystone acquisition are presented under “Accounts payable and accrued expenses” and “Other non-current liabilities” as applicable.
There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2026.
Fair Value of Warrant Liabilities
The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within “Warrant liability” on the Company’s unaudited interim condensed consolidated balance sheets. The warrant liabilities are measured at fair value upon initial recognition and on a recurring basis, with changes in fair value presented within “Change in fair value of warrant liabilities” in the unaudited interim condensed consolidated statements of operations.
The Public Warrants are considered part of Level 1 of the fair value hierarchy, as those securities are traded on an active public market. At May 7, 2021 and thereafter, the Company valued the Private Warrants using Level 2 of the fair value hierarchy. The Company used the value of the Public Warrants as an approximation of the value of the Private Warrants as they are substantially similar to the Public Warrants, but not directly traded or quoted on an active market.
Subsequent Measurement - Warrant Liabilities

The following table presents the changes in fair value of the warrant liabilities:
Public
Warrants
Private
Placement
Warrants
Total Warrant
Liability
Fair value as of January 1, 2026
 $ 990  $ 540  $ 1,530 
Change in fair value of warrant liabilities
 (944) (515) (1,459)
Fair value as of March 31, 2026
 $ 46  $ 25  $ 71 

Subsequent Measurement - Level 3 Assets and Liabilities
The following table presents the changes in fair value of the Level 3 assets for the three months ended March 31, 2026:
Contingent Consideration asset
Indemnity Holdback
Total
Fair value as of January 1, 2026
 $ 27,700  $ 8,700  $ 36,400 
Change in fair value
 1,120  101  1,221 
Fair value as of March 31, 2026
 $ 28,820  $ 8,801  $ 37,621 

The following table presents the changes in fair value of the Level 3 liabilities for the three months ended March 31, 2026:
Share-Based Payment Liability
Equity Consideration in Escrow and Contingent Consideration - Keystone
Total
Fair value as of January 1, 2026
 $ 15,138  $ 9,072  $ 24,210 
Change in fair value
 (2,155) (68) (2,223)
Fair value as of March 31, 2026
 $ 12,983  $ 9,004  $ 21,987