Fair Value Measurements (Tables)
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12 Months Ended |
Dec. 31, 2023 |
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| Fair Value Disclosures [Abstract] |
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| Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2023 | | Level 1 | | Level 2 | | Level 3 | | Total | | Cash and cash equivalents: | | | | | | | | | Money market funds | $ | 130,132 | | | $ | — | | | $ | — | | | $ | 130,132 | | | Term deposits (less than 90 days) | — | | | 2,221 | | | — | | | 2,221 | | | Payment-dependent notes receivable, non-current | — | | | — | | | 5,593 | | | 5,593 | | Term deposits(1)(2) | — | | | 7,694 | | | — | | | 7,694 | | | Total financial assets | $ | 130,132 | | | $ | 9,915 | | | $ | 5,593 | | | $ | 145,640 | | | | | | | | | | | Payment-dependent notes payable, non-current | $ | — | | | $ | — | | | $ | 5,593 | | | $ | 5,593 | | December 2023 warrants(3) | — | | | 4,889 | | | — | | | 4,889 | | | Private placement warrants | — | | | — | | | 4,727 | | | 4,727 | | | Total financial liabilities | $ | — | | | $ | 4,889 | | | $ | 10,320 | | | $ | 15,209 | | | | | | | | | |
(1) Included in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2023 and December 31, 2022.(2) Includes $1.0 million term deposits required to fulfill the Company's obligations in connection with real estate lease agreements. (3) On December 18, 2023, the then outstanding Junior Preferred Stock Warrants were modified and replaced with the December 2023 Warrants. See Note 8, "Commitments and Contingencies" and Note 11, "Warrants" for additional information.
| | | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2022 | | Level 1 | | Level 2 | | Level 3 | | Total | | Cash and cash equivalents: | | | | | | | | | Money market funds | $ | 149,139 | | | $ | — | | | $ | — | | | $ | 149,139 | | | Payment-dependent notes receivable, non-current | — | | | — | | | 7,371 | | | 7,371 | | | Total financial assets | $ | 149,139 | | | $ | — | | | $ | 7,371 | | | $ | 156,510 | | | | | | | | | | | Payment-dependent notes payable, non-current | — | | | — | | | 7,371 | | | 7,371 | | | Junior preferred warrant liabilities | — | | | — | | | 384 | | | 384 | | | Private placement warrants | — | | | — | | | 222 | | | 222 | | | Total financial liabilities | $ | — | | | $ | — | | | $ | 7,977 | | | $ | 7,977 | |
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| Fair Value Measurement Inputs and Valuation Techniques |
The Company estimated the fair value of the Junior Preferred Stock Warrants (1) as of December 31, 2022, using the following key assumptions: | | | | | | | As of December 31, | | 2022 | | Fair value of underlying securities | $ | 1.73 | | Expected term (years) | 2.9 | | Expected volatility | 46.1 | % | | Risk-free interest rate | 4.2 | % | | Expected dividend yield | — | % | | | | Fair value per warrant | $ | 0.15 | |
(1) On December 18, 2023, the then outstanding Junior Preferred Stock Warrants were modified and replaced with the December 2023 Warrants and classified as level 2 in the fair value hierarchy. The significant assumptions used in the analysis were as follows for the years as of December 31, 2023 and 2022 respectively: | | | | | | | | | | | | | As of December 31, | | 2023 | | 2022 | | Fair value of underlying securities | $ | 3.43 | | | $ | 1.73 | | | Expected term (years) | 3.2 | | 5.0 | | Expected volatility | 117.0 | % | | 44.6 | % | | Risk-free interest rate | 4.0 | % | | 4.1 | % | | Expected dividend yield | — | % | | — | % | | | | | | Fair value per warrant | $ | 0.64 | | | $ | 0.03 | |
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| Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation |
The following tables provide reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022 (in thousands): | | | | | | | | | | | | | Total Level 3 Financial Assets | | Total Level 3 Financial Liabilities | | Balance as of December 31, 2022 | $ | 7,371 | | | $ | 7,977 | | | Change in fair value of payment-dependent notes receivable | (1,778) | | | — | | | Change in fair value of Private Placement Warrants | — | | | 4,505 | | | Change in fair value of payment-dependent notes payable | — | | | (1,778) | | Change in fair value of December 2023 Warrants(1) | — | | | 721 | | Transfer of December 2023 Warrants out of Level 3 to Level 2(2) | — | | | (1,105) | | | Balance as of December 31, 2023 | $ | 5,593 | | | $ | 10,320 | |
| | | | | | | | | | | | | Total Level 3 Financial Assets | | Total Level 3 Financial Liabilities | | Balance as of December 31, 2021 | $ | 13,453 | | | $ | 21,297 | | | Change in fair value of payment-dependent notes receivable | (6,082) | | | — | | Transfer of Private Placement Warrants out of Level 2 to Level 3(2) | — | | | 20,461 | | | Change in fair value of Series B-1 Preferred Stock Warrant liability | — | | | 106 | | | Exercise of Junior Preferred Stock Warrants | — | | | (653) | | | Settlement of Series B-1 Preferred Stock Warrant Liability via conversion to equity-classified common stock warrants | — | | | (2,950) | | | Change in fair value of Junior Preferred Stock Warrants | — | | | (3,963) | | | Change in fair value of payment-dependent notes payable | — | | | (6,082) | | | Change in fair value of Private Placement Warrants | — | | | (20,239) | | | Balance as of December 31, 2022 | $ | 7,371 | | | $ | 7,977 | |
(1) On December 18, 2023, the then outstanding Junior Preferred Stock Warrants were modified and replaced with the December 2023 Warrants. See Note 8, "Commitments and Contingencies" and Note 11 "Warrants," for additional information. (2) Transfers into/out of the Level 3 classification are reflected at beginning-of-reporting period fair values in which the instrument transferred into or out of Level 3. The December 2023 Warrants transferred out of Level 3 classification on December 18, 2023. The Private Placement Warrants transferred into Level 3 classification on July 11, 2022.
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| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation |
The Company recorded changes in the fair value of the December 2023 Warrants and Junior Preferred Stock Warrant liability as follows (in thousands):
| | | | | | | | | | | | | | | | | | | For the years ended December 31, | | 2023 | | 2022 | | 2021 | | Balance, January 1 | $ | 384 | | | $ | 5,000 | | | $ | 1,528 | | Change in fair value of warrant liability(1) | 1,960 | | | (3,829) | | | 3,472 | | Change in fair value of contingent liability(2) | 2,545 | | | — | | | — | | | Issuance of common stock on warrant exercise | — | | | (787) | | | — | | | Balance, December 31 | $ | 4,889 | | | $ | 384 | | | $ | 5,000 | |
(1) The change in fair value of warrant liability is recorded in the consolidated statement of operations within Change in fair value of warrant liabilities. (2) The change in fair value of contingent liability in connection with the modification of the Junior Preferred Stock Warrants to the December 2023 Warrants is recorded in the consolidated statement of operations within General and administrative expense. The Company recorded changes in the fair value of the liability related to the Private Placement Warrant as of December 31, 2023, and 2022, respectively in the following amounts (in thousands): | | | | | | | | | | | | | For the years ended December 31, | | 2023 | | 2022 | | Balance, January 1 | $ | 222 | | | $ | — | | Assumption of Private Placement Warrants | — | | | 4,875 | | Change in fair value of warrant liability(1) | 4,505 | | | (4,653) | | | Issuance of common stock on warrant exercise | — | | | — | | | Balance, December 31 | $ | 4,727 | | | $ | 222 | |
(1) The change in fair value of warrant liability is recorded in the consolidated statement of operations within Change in fair value of warrant liabilities. The following tables provide reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022 (in thousands): | | | | | | | | | | | | | Total Level 3 Financial Assets | | Total Level 3 Financial Liabilities | | Balance as of December 31, 2022 | $ | 7,371 | | | $ | 7,977 | | | Change in fair value of payment-dependent notes receivable | (1,778) | | | — | | | Change in fair value of Private Placement Warrants | — | | | 4,505 | | | Change in fair value of payment-dependent notes payable | — | | | (1,778) | | Change in fair value of December 2023 Warrants(1) | — | | | 721 | | Transfer of December 2023 Warrants out of Level 3 to Level 2(2) | — | | | (1,105) | | | Balance as of December 31, 2023 | $ | 5,593 | | | $ | 10,320 | |
| | | | | | | | | | | | | Total Level 3 Financial Assets | | Total Level 3 Financial Liabilities | | Balance as of December 31, 2021 | $ | 13,453 | | | $ | 21,297 | | | Change in fair value of payment-dependent notes receivable | (6,082) | | | — | | Transfer of Private Placement Warrants out of Level 2 to Level 3(2) | — | | | 20,461 | | | Change in fair value of Series B-1 Preferred Stock Warrant liability | — | | | 106 | | | Exercise of Junior Preferred Stock Warrants | — | | | (653) | | | Settlement of Series B-1 Preferred Stock Warrant Liability via conversion to equity-classified common stock warrants | — | | | (2,950) | | | Change in fair value of Junior Preferred Stock Warrants | — | | | (3,963) | | | Change in fair value of payment-dependent notes payable | — | | | (6,082) | | | Change in fair value of Private Placement Warrants | — | | | (20,239) | | | Balance as of December 31, 2022 | $ | 7,371 | | | $ | 7,977 | |
(1) On December 18, 2023, the then outstanding Junior Preferred Stock Warrants were modified and replaced with the December 2023 Warrants. See Note 8, "Commitments and Contingencies" and Note 11 "Warrants," for additional information. (2) Transfers into/out of the Level 3 classification are reflected at beginning-of-reporting period fair values in which the instrument transferred into or out of Level 3. The December 2023 Warrants transferred out of Level 3 classification on December 18, 2023. The Private Placement Warrants transferred into Level 3 classification on July 11, 2022.
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