Income Taxes
As of March 26, 2025, we were incorporated in the U.S. Our operations are conducted through various subsidiaries in a number of countries throughout the world with significant operations in Uruguay, where we operate in a free trade zone. Consequently, income tax has been provided based on the laws and tax rates in effect in the countries in which operations are conducted or in which our subsidiaries are considered resident for corporate income tax purposes, including Argentina, China (sold in 2025), Israel, the Netherlands (liquidated in 2025), Spain, Uruguay, and the United States.
Our loss from continuing operations before income taxes as shown in the Consolidated Statements of Operations and Comprehensive Loss consists of the following:
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| Year Ended December 31, |
| 2025 | | 2024 | | |
| Domestic | $ | 8,170 | | | $ | (22,276) | | | |
| Foreign | (12,280) | | | (91,138) | | | |
| Total loss before income tax | $ | (4,110) | | | $ | (113,414) | | | |
Our provision for income tax for the years ended December 31, 2025 and 2024 is as follows:
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| Year Ended December 31, |
| 2025 | | 2024 | | |
| Current | | | | | |
| Federal | $ | 8 | | | $ | — | | | |
| State | 2 | | | — | | | |
| Foreign | 663 | | | 2,858 | | | |
| Total current tax provision | 673 | | | 2,858 | | | |
| Deferred | | | | | |
| Domestic | — | | | — | | | |
| Foreign | — | | | — | | | |
| Total deferred tax provision | — | | | — | | | |
| Income tax provision | $ | 673 | | | $ | 2,858 | | | |
As of December 31, 2025, we have gross unrecognized tax benefits of $1.4 million, inclusive of interest and penalties of $0.9 million. If recognized, $1.4 million would reduce our effective tax rate. If applicable, we accrue interest and penalties related to uncertain tax positions as a component of the income tax provision.
A reconciliation of the beginning and ending amounts of our gross unrecognized tax benefits is as follows:
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| Year Ended December 31, |
| 2025 | | 2024 |
| Balance at January 1 | $ | 708 | | | $ | 1,026 | |
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| Increases (decreases) in tax positions related to prior periods | (206) | | | (316) | |
| Increases (decreases) related to prior year tax positions as a result of lapse of statute | (2) | | | (2) | |
| Balance at December 31 | $ | 500 | | | $ | 708 | |
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to the income before income taxes after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:
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| | Year Ended December 31, |
| | 2025 |
| | $ | | % |
| | | | |
| | | | |
| U.S. federal statutory tax rate | | $ | (863) | | | 21.0 | % |
State and local taxes, net of federal benefit (1) | | 2 | | | (0.1) | % |
| Foreign tax effects | | | | |
| B.V.I. | | | | |
| Statutory rate difference | | (3,196) | | | 77.8 | % |
| Uruguay | | | | |
| Free-trade zone rate difference | | 6,002 | | | (146.0) | % |
| Other | | 1 | | | — | % |
| Argentina | | | | |
| Statutory rate difference | | 327 | | | (8.0) | % |
| Argentina tax inflation adjustment | | (558) | | | 13.6 | % |
| GAAP-STAT adjustments | | 795 | | | (19.4) | % |
| Change in valuation allowance | | (12) | | | 0.3 | % |
| Reserve on tax receivable | | 393 | | | (9.6) | % |
| Equity compensation | | (965) | | | 23.5 | % |
| Other | | 174 | | | (4.2) | % |
| Other foreign jurisdictions | | 13 | | | (0.3) | % |
| Nontaxable or nondeductible items | | | | |
| Nontaxable fair value adjustments | | (1,987) | | | 48.3 | % |
| Nondeductible compensation | | 230 | | | (5.6) | % |
| Equity-based compensation | | (182) | | | 4.4 | % |
| Other | | (7) | | | 0.2 | % |
| Change in valuation allowance | | 575 | | | (14.0) | % |
| Changes in unrecognized tax benefits | | 267 | | | (6.5) | % |
| Other adjustments | | | | |
| Initial recognition of deferred tax asset upon domestication | | (336) | | | 8.2 | % |
| Total | | $ | 673 | | | (16.4) | % |
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(1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Colorado, and New York.
A reconciliation of the provision for income taxes to the amount computed by applying the 0% statutory BVI income tax rate to income before income taxes prior to the adoption of ASU 2023-09 for the year ended December 31, 2024 is as follows:
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| | | | Year Ended December 31, |
| | | 2024 |
| | | | | $ | | % |
| Loss before income tax | | | | | $ | (113,414) | | | 100.0 | % |
| | | | | | | |
| U.S. state and local income tax, net of federal benefit | | | | | 1 | | | — | % |
| Argentina tax inflation adjustment | | | | | (4,631) | | | 4.1 | % |
| Change in valuation allowances | | | | | 2,436 | | | (2.1) | % |
| Uncertain tax positions | | | | | 1,653 | | | (1.5) | % |
| Change in carryforward attributes | | | | | (232) | | | 0.2 | % |
| Effect of rates different than statutory | | | | | 209 | | | (0.2) | % |
| Tax credits | | | | | (19) | | | — | % |
| Withholding taxes | | | | | 251 | | | (0.2) | % |
| Reserve on tax receivable | | | | | 1,100 | | | (1.0) | % |
| Equity compensation | | | | | 1,556 | | | (1.4) | % |
| Other | | | | | 534 | | | (0.5) | % |
| Total | | | | | $ | 2,858 | | | (2.5) | % |
Deferred tax assets and liabilities as of December 31, 2025 and 2024 consisted of the following:
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| December 31, |
| 2025 | | 2024 |
| Deferred income tax assets: | | | |
| Stock-based compensation | $ | 2,422 | | | $ | 2,009 | |
| Expense for estimated credit losses on accounts receivable | 10 | | | 1,081 | |
| Organizational costs | 596 | | | 608 | |
| Net operating loss carryforwards | 3,813 | | | 7,024 | |
| Other | 518 | | | 341 | |
| Total deferred income tax assets | 7,359 | | | 11,063 | |
| Valuation allowance | (7,359) | | | (11,063) | |
| Total deferred income tax assets (liabilities), net | $ | — | | | $ | — | |
The Company assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates all available positive and negative evidence such as past operating results, projected future taxable income, as well as prudent and feasible tax-
planning strategies. Management believes that it is more likely than not that the majority of deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against its deferred tax assets.
The net change in the total valuation allowance is as follows:
| | | | | | | | | | | |
| December 31, |
| 2025 | | 2024 |
| Valuation allowance, beginning of year | $ | 11,063 | | | $ | 9,545 | |
| Change in valuation allowance impacting tax expense | (3,704) | | | 1,518 | |
| | | |
| Valuation allowance, end of year | $ | 7,359 | | | $ | 11,063 | |
Below is a summary of our estimated loss and tax credit carryforwards at December 31, 2025. Our tax attributes are subject to limitations on utilization due to historic ownership changes and may be subject to future limitations upon subsequent change of control, as defined by the Internal Revenue Code Sections 382 and 383.
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Country | | Expiration | | Gross Amount Carried Forward | | Gross Amount Recognized |
| Argentina | | December 31, 2026 - December 31, 2030 | | $ | 2,921 | | | $ | (1,833) | |
| Spain | | Indefinite | | 168 | | | — | |
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| United States | | Indefinite | | 9,199 | | | — | |
| Uruguay | | December 31, 2026 - December 31, 2030 | | 3,096 | | | — | |
| Israel | | Indefinite | | 67 | | | — | |
As of December 31, 2025 and 2024, we had $15.5 million and $25.8 million of federal net operating loss (“NOL”) carryforwards, respectively.
In the normal course of business, we are subject to examination by taxing authorities. Tax years vary by jurisdiction, ranging from 2019 to 2024 remain open for examination.
The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds, referred to as "Pillar 2.” Certain aspects of Pillar 2 became effective January 1, 2024 and other aspects became effective January 1, 2025. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We have evaluated the impact of Pillar 2 on our effective tax rate, our consolidated results of operation, financial position, and cash flows and have determined there was no impact to the Company in 2025.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company assessed the effect of the OBBBA and concluded that there were no material impacts on its consolidated financial position, results of operations, and cash flows as of and for the year ended December 31, 2025.
Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:
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| Year Ended December 31, | | | |
| 2025 | | | |
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| Jurisdiction | | | | |
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| Foreign | | | | |
| Argentina | $ | 381 | | | | |
| Spain | (51) | | | | |
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| Total Foreign | 330 | | | | |
| Total taxes paid | $ | 330 | | | | |
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