Fair Value Measurements
Financial Assets
The following tables present the financial instruments carried at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands):
2025
Level 1Level 2Level 3Total
Assets
Cash equivalents$106,934 $— $— $106,934 
2024
Level 1Level 2Level 3Total
Assets
Cash equivalents$60,819 $— $— $60,819 

Derivative Tranche Liability
The following table presents the derivative tranche liability (see Note 9) carried at fair value on a recurring basis as of December 31, 2025 (in thousands) in accordance with the ASC 820 hierarchy and was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. There was no derivative tranche liability as of December 31, 2024.
Fair Value Measurements as of December 31, 2025
Level 1Level 2Level 3Total
Liabilities
Derivative tranche liability$— $— $44,760 $44,760 
The derivative tranche liability is valued using a Monte Carlo simulation model, which uses certain assumptions, including annual volatility. The range of volatilities of comparable public companies utilized was 49.0% - 131.3% as of December 31, 2025. The volatility utilized in the Monte Carlo option-pricing model was determined by using the 75th percentile. The following table presents the assumptions used to determine the fair value of the derivative tranche liability for the issuance date, September 11, 2025, and as of December 31, 2025:
September 11,
2025
December 31, 2025
Expected volatility73.0%96.0%
Risk-free interest rate3.53%3.42%
Expected term (in years)1.331.03
Probability of achieving specified conditions25.0%25.0%
Share price$2.78 $6.13 
The following table provides a roll-forward of the aggregate fair value of the derivative tranche liability categorized with Level 3 inputs (in thousands):
Balance as of December 31, 2024$— 
Issuance14,930 
Change in fair value29,830 
Balance as of December 31, 2025$44,760 
The non-cash change in fair value of the derivative tranche liability was primarily due to the increase in the price per share of the Company’s common stock from the issuance date to December 31, 2025.
The carrying amounts reflected in the consolidated balance sheet for prepaid expenses and other current assets, accounts payable and accrued expenses and other liabilities are shown at their historical values which approximate their fair values.

Historical Timeline

Fiscal YearFiled
2025Mar 5, 2026Showing above
2024Mar 27, 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.