NewAmsterdam Pharma Co N.V. Fair Value Disclosure
Note 6. Fair Value Measurements
As at December 31, 2025 and 2024, the Company’s financial liabilities recognized at fair value on a recurring basis consisted of the following:
|
|
As at December 31, 2025 |
|
|||||||||||||
(In thousands of USD) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Derivative warrant liability (Public Warrants) |
|
|
53,431 |
|
|
|
— |
|
|
|
— |
|
|
|
53,431 |
|
Derivative warrant liability (Private Placement Warrants) |
|
|
— |
|
|
|
3,841 |
|
|
|
— |
|
|
|
3,841 |
|
Derivative earnout liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total financial liabilities |
|
|
53,431 |
|
|
|
3,841 |
|
|
|
— |
|
|
|
57,272 |
|
|
|
As at December 31, 2024 |
|
|||||||||||||
(In thousands of USD) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Derivative warrant liability (Public Warrants) |
|
|
35,134 |
|
|
|
— |
|
|
|
— |
|
|
|
35,134 |
|
Derivative warrant liability (Private Placement Warrants) |
|
|
— |
|
|
|
2,380 |
|
|
|
— |
|
|
|
2,380 |
|
Derivative earnout liability |
|
|
— |
|
|
|
— |
|
|
|
44,798 |
|
|
|
44,798 |
|
Total financial liabilities |
|
|
35,134 |
|
|
|
2,380 |
|
|
|
44,798 |
|
|
|
82,312 |
|
The estimated fair value of the Earnout Shares to Participating Shareholders was determined using Level 3 inputs, other than the Company's share price as a Level 1 input, as no observable market inputs were available. The Earnout
Shares allocated to Participating Shareholders have been measured at fair value using a Black-Scholes pricing model. Given the assumed zero dividend rate and the fact that no strike price exists that would have led to any volatility measure relative to the Company's share price, the fair value of the Earnout Shares allocated to Participating Shareholders resulting from the Black-Scholes pricing model is entirely driven by the Company’s closing share price as a Level 1 input and the probability of milestone completion as a Level 3 input. As such, the relevant inputs to the fair value of the derivative earnout liability are as follows:
|
|
|
|
At settlement |
|
|
December 31, 2024 |
|
||
Share value (USD) |
|
|
|
|
23.41 |
|
|
|
25.70 |
|
Probability of milestone completion |
|
|
|
|
100 |
% |
|
|
100 |
% |
Dividend yield |
|
|
|
|
0 |
% |
|
|
0 |
% |
Strike price (USD) |
|
|
|
|
0.00 |
|
|
|
0.00 |
|
As management's judgment of the probability of milestone completion remained constant, the change in fair value resulted from the Company’s price per share between valuation dates.
The following table presents a reconciliation of the earnout liability measured on a recurring basis using Level 3 inputs as of December 31, 2025 and 2024:
Balance on December 31, 2023 |
|
|
7,788 |
|
|
|
37,010 |
|
|
Balance on December 31, 2024 |
|
|
44,798 |
|
Balance on December 31, 2024 |
|
|
44,798 |
|
|
|
(3,992 |
) |
|
Settlement of derivative earnout liability upon achievement of milestone |
|
|
(40,806 |
) |
Balance on December 31, 2025 |
|
|
— |
|
In March 2025, it was determined that the earnout milestone triggering event set forth in the Business Combination Agreement had occurred. As a result, the derivative earnout liability was settled in full, with a total of 1,743,136 Ordinary Shares issued in accordance with the terms of the Business Combination Agreement.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 28, 2024 | |
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.