Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements

v3.26.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 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 September 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
Level September 30, 2026 December 31, 2025
Assets
Money market fund (1) 1 $ 25,559  $ 23,111 
Contingent consideration asset related to sale of business 3 16,240  27,700 
Indemnity holdback related to sale of business 3 9,281  8,700 
Total assets at fair value $ 51,080  $ 59,511 
Liabilities
Warrant liabilities - Public Warrants
 1 $ —  $ 990 
Warrant liabilities - Private Warrants
 2 —  540 
Share-based payment liability-classified related to sale of business 3 16,830  15,138 
Equity consideration in escrow and contingent consideration - Keystone acquisition 3 11,800  9,072 
Contingent consideration - other acquisitions 3 3,914  — 
Total liabilities at fair value $ 32,544  $ 25,740 
(1) As of September 30, 2026 and December 31, 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 on the unaudited interim condensed consolidated balance sheets.

There were no transfers between levels of the fair value hierarchy during the nine months ended September 30, 2026.
Fair Value of Warrant Liabilities
The Public and Private Warrants expired in accordance with their original terms on May 7, 2026. The warrants were previously 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 were 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 were considered part of Level 1 of the fair value hierarchy, as those securities were 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 were substantially similar to the Public Warrants, but not directly traded or quoted on an active market. As the warrants expired unexercised, the Company recognized no further changes in fair value of warrant liabilities subsequent to the expiration date.
Subsequent Measurement - Warrant Liabilities

The following table presents the changes in fair value of the warrant liabilities which reflects the expiration during the period:
Public
Warrants
Private
Placement
Warrants
Total Warrant
Liability
Fair value as of January 1, 2026
 $ 990  $ 540  $ 1,530 
Change in fair value through expiration of warrant liabilities
 (990) (540) (1,530)
Fair value as of September 30, 2026
 $ —  $ —  $ — 

Subsequent Measurement - Level 3 Assets and Liabilities
The following table presents the changes in fair value of the Level 3 assets for the nine months ended September 30, 2026:
Contingent Consideration Asset
Indemnity Holdback
Total
Fair value as of January 1, 2026
 $ 27,700  $ 8,700  $ 36,400 
Settlement of EBITDA earn-out
 (16,551) —  (16,551)
Change in fair value
 5,091  581  5,672 
Fair value as of September 30, 2026
 $ 16,240  $ 9,281  $ 25,521 

The $16,551 settlement of the EBITDA earn-out was received in Buyer Shares on September 8, 2026 (see Note 5). The change in fair value of contingent consideration assets and indemnity holdback for the three months ended September 30, 2026 was an increase of $1,232.

The following table presents the changes in fair value of the Level 3 liabilities for the nine months ended September 30, 2026:
Share-Based Payment Liability
Equity Consideration in Escrow and Contingent Consideration - Keystone
 Contingent Consideration - Other acquisitions
Total
Fair value as of January 1, 2026
 $ 15,138  $ 9,072  $ —  $ 24,210 
Additions —  —  3,302  3,302 
Settlement of escrow consideration —  (5,355) —  (5,355)
Change in fair value
 1,692  8,083  612  10,387 
Fair value as of September 30, 2026
 $ 16,830  $ 11,800  $ 3,914  $ 32,544 

The change in fair value of the Level 3 liabilities for the three months ended September 30, 2026 was an increase of $3,881, primarily related to the contingent consideration for the Keystone acquisition driven by performance to date. See Note 13 for additional information on the settlement of escrow consideration. See Note 3 – Acquisitions for additional details related to the contingent consideration added.

Changes in fair value were reflected in “Change in fair value of assets and other liabilities” in the unaudited interim condensed consolidated statements of operations.