Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements

v3.26.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:
•Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;
•Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other
inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and
•Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments.
The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 7) are classified as Level 1 because they are directly observable in the market. The Company classifies Delta Warrant, Earnout Shares Liability (as defined in Note 7) (and EBITDA Earnout liability (as defined in Note 4) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant, Earnout Shares Liability and EBITDA Earnout liability are measured at fair value on a recurring basis. Changes in fair value are recorded in total other income, net in the condensed consolidated statements of operations.
The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, 2026
Level 1 Level 2 Level 3 Total
Assets measured at fair value
Money market funds $ 850,608  $ —  $ —  $ 850,608 
Cash equivalents $ 850,608  $ —  $ —  $ 850,608 
Term deposits $ —  $ 31,254  $ —  $ 31,254 
Asset backed securities —  93,888  —  93,888 
Government debt securities —  1,152,967  —  1,152,967 
Corporate debt securities —  313,556  —  313,556 
Available-for-sale investments —  1,591,665  —  1,591,665 
Total fair value of assets $ 850,608  $ 1,591,665  $ —  $ 2,442,273 
Liabilities measured at fair value        
Common stock warrant liabilities (Public) $ 11,248  $ —  $ —  $ 11,248 
Common stock warrant liabilities (Delta) —  —  18,213  18,213 
Warrant liability 11,248  —  18,213  29,461 
Earnout Shares liability —  —  86,942  86,942 
EBITDA Earnout liability —  —  14,696  14,696 
Total fair value of liabilities $ 11,248  $ —  $ 119,851  $ 131,099 
December 31, 2025
Level 1 Level 2 Level 3 Total
Assets measured at fair value
Money market funds $ 218,080  $ —  $ —  $ 218,080 
Cash equivalents $ 218,080  $ —  $ —  $ 218,080 
Term deposits $ —  $ 30,937  $ —  $ 30,937 
Asset backed securities —  94,183  —  94,183 
Government debt securities —  641,172  —  641,172 
Corporate debt securities —  400,814  —  400,814 
Available-for-sale investments —  1,167,106  —  1,167,106 
Total fair value of assets $ 218,080  $ 1,167,106  $ —  $ 1,385,186 
Liabilities measured at fair value        
Common stock warrant liabilities (Public) $ 56,392  $ —  $ —  $ 56,392 
Common stock warrant liabilities (Delta) —  —  48,486  48,486 
Warrant liability
 56,392  —  48,486  104,878 
Earnout Shares liability —  —  156,692  156,692 
EBITDA Earnout liability —  $ —  13,424  13,424 
Total fair value of liabilities $ 56,392  $ —  $ 218,602  $ 274,994 
The following is a summary of the Company’s available-for-sale securities (in thousands):
March 31, 2026
Cost or Amortized Cost Unrealized
Gains		 Unrealized
Losses		 Allowance for credit losses Fair value
Assets measured at fair value
Term deposits $ 31,254  $ —  $ —  $ —  $ 31,254 
Asset backed securities 93,840  55  (7) —  93,888 
Government debt securities 1,155,927  96  (3,056) —  1,152,967 
Corporate debt securities 313,559  111  (114) —  313,556 
Total $ 1,594,580  $ 262  $ (3,177) $ —  $ 1,591,665 
December 31, 2025
Cost or Amortized Cost Unrealized
Gains		 Unrealized
Losses		 Allowance for credit losses Fair value
Assets measured at fair value
Term deposits $ 30,937  $ —  $ —  $ —  $ 30,937 
Asset backed securities 93,990  193  —  —  94,183 
Government debt securities 640,270  902  —  —  641,172 
Corporate debt securities 400,231  592  (9) —  400,814 
Total $ 1,165,428  $ 1,687  $ (9) $ —  $ 1,167,106 
The weighted-average remaining maturity of the Company’s investment portfolio was less than one year as of the periods presented. No individual security incurred continuous significant unrealized losses for greater than 12 months. There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the three months ended March 31, 2026 and 2025.
The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands):
Earnout Shares liability
Common stock warrant liability (Delta)     EBITDA Earnout liability
Fair value as of January 1, 2026 $ 156,692  $ 48,486  $ 13,424 
Issuance (Settlement) of liability —  (37,870) — 
Change in fair value (69,750) 7,597  1,272 
Fair value as of March 31, 2026 $ 86,942  $ 18,213  $ 14,696