4. Fair Value Measurements and Disclosures

The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis by level within the valuation hierarchy (in thousands):

 

 

December 31, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

366,348

 

 

$

 

 

$

 

 

$

366,348

 

Commercial paper

 

 

 

 

 

5,484

 

 

 

 

 

 

5,484

 

Total cash equivalents

 

$

366,348

 

 

$

5,484

 

 

$

 

 

$

371,832

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

 

 

$

7,313

 

 

$

 

 

$

7,313

 

Corporate debt securities

 

 

 

 

 

44,460

 

 

 

 

 

 

44,460

 

Total marketable securities

 

$

 

 

$

51,773

 

 

$

 

 

$

51,773

 

Total assets

 

$

366,348

 

 

$

57,257

 

 

$

 

 

$

423,605

 

 

 

December 31, 2024

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

30,666

 

 

$

 

 

$

 

 

$

30,666

 

Total cash equivalents

 

$

30,666

 

 

$

 

 

$

 

 

$

30,666

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Treasury bills

 

$

30,932

 

 

$

 

 

$

 

 

$

30,932

 

Commercial paper

 

 

 

 

 

5,876

 

 

 

 

 

 

5,876

 

Corporate debt securities

 

 

 

 

 

87,972

 

 

 

 

 

 

87,972

 

Total marketable securities

 

$

30,932

 

 

$

93,848

 

 

$

 

 

$

124,780

 

Total assets

 

$

61,598

 

 

$

93,848

 

 

$

 

 

$

155,446

 

Liability

 

 

 

 

 

 

 

 

 

 

 

 

Participation right liability

 

$

 

 

$

 

 

$

3,105

 

 

$

3,105

 

Total liabilities

 

$

 

 

$

 

 

$

3,105

 

 

$

3,105

 

 

Money market funds and treasury bills are highly liquid and actively traded marketable securities that generally transact at a stable $1.00 net asset value, representing their estimated fair value. The fair value of marketable securities is based upon observable market inputs obtained from third-party pricing services. The pricing services use industry-standard valuation models and observable inputs, including reported trades, broker-dealer quotes, bids or offers on the same or similar securities issuer, credit spreads, benchmark securities, prepayment and default projections based on historical data, and other observable inputs. As of December 31, 2025 and 2024, the Company’s marketable securities have maturities of less than one year and are classified as current assets.

The following table summarizes the activity of the Company’s participation right liability, which was previously measured using unobservable inputs through its settlement in April 2025 (in thousands):

 

Balance as of December 31, 2024

 

$

3,105

 

Change in fair value of participation right liability

 

 

725

 

Settlement of participation right liability

 

 

(3,830

)

Balance as of December 31, 2025

 

$

 

 

As of the settlement date, the fair value of the participation right liability approximated the intrinsic value per Series B share issued. The fair value per Series B share was estimated using the Probability-Weighted Expected Return Method (“PWERM”). Under the PWERM, we considered various liquidity events, including the de-SPAC Transaction, an initial public offering, and a sale of the Company, assigned probability to each liquidity scenario, and estimated the fair value per Series B share using the following assumptions:

 

Probability of a qualifying liquidity event

15.0% – 50.0%

Expected term, years

 

0.29 – 1.67

Discount rate

 

20.0%

 

The following tables summarize the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major investment category for the periods indicated (in thousands):

 

 

December 31, 2025

 

 

Amortized
Cost Basis

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair
Value

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

7,311

 

 

$

2

 

 

$

 

 

$

7,313

 

Corporate debt securities

 

 

44,446

 

 

 

18

 

 

 

(4

)

 

 

44,460

 

Total marketable securities

 

$

51,757

 

 

$

20

 

 

$

(4

)

 

$

51,773

 

 

 

December 31, 2024

 

 

Amortized
Cost Basis

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Estimated
Fair
Value

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Treasury bills

 

$

30,825

 

 

$

107

 

 

$

 

 

$

30,932

 

Commercial paper

 

 

5,857

 

 

 

19

 

 

 

 

 

 

5,876

 

Corporate debt securities

 

 

87,750

 

 

 

222

 

 

 

 

 

 

87,972

 

Total marketable securities

 

$

124,432

 

 

$

348

 

 

$

 

 

$

124,780

 

 

There were no unrealized gains or losses on cash equivalents as of December 31, 2025, and December 31, 2024. There were no marketable securities in an unrealized loss position as of December 31, 2024. Unrealized losses on marketable securities were nominal as of December 31, 2025, and were attributable to changes in interest rates rather than credit deterioration. The Company does not intend to sell securities and it is not more likely than not that it will be required to sell them before recovery of amortized cost, the losses were considered temporary. No allowance for credit losses was recorded as of December 31, 2025 and December 31, 2024, the Company invests in high-quality short-term instruments, all of which have maturities under one year and no history of credit deterioration.

Historical Timeline

Fiscal YearFiled
2025Mar 5, 2026Showing above
2024Mar 11, 2025

About Fair Value Disclosures

Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.

Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.