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Fair Value Measurements
 6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Financial instruments consist of cash equivalents, restricted cash, term deposits, accounts receivable, accounts payable, accrued liabilities, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities. Cash equivalents, term deposits, payment-dependent notes receivable, payment-dependent notes payable, and warrant liabilities are stated at fair value on a recurring basis. Restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value, due to the short time these financial instruments are held to the expected receipt or payment date.

The Company classifies money market funds within Level 1 of the fair value hierarchy because the Company values these investments using quoted market prices. The Company classifies term deposits as level 2 of the fair value hierarchy because these investments are valued using observable market inputs without quoted market prices. The Company classifies the December 2023 Warrants (as defined herein) within level 2 of the fair value hierarchy as these warrants are valued using a Black-Scholes option-pricing model with observable market inputs. The Company classifies Payment-dependent notes receivable and payable and its Private Placement Warrants (as defined herein) as Level 3 of the fair value hierarchy as the fair value measurements are based on valuation techniques that use significant inputs that are unobservable which are described in more detail below.

The following tables present the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis (in thousands):
As of June 30, 2024
Level 1Level 2Level 3Total
Cash and cash equivalents:
Money market funds$73,766 $— $— $73,766 
Term deposits (less than 90 days)— 6,459 — 6,459 
Term deposits (greater than 90 days)(1)(2)
— 1,047 — 1,047 
Payment-dependent notes receivable, non-current— — 6,758 6,758 
Total financial assets$73,766 $7,506 $6,758 $88,030 
Payment-dependent notes payable, non-current$— $— $6,758 $6,758 
December 2023 Warrants(3)
— 1,042 — 1,042 
Private Placement Warrants— — 1,847 1,847 
Total financial liabilities$— $1,042 $8,605 $9,647 
As of December 31, 2023
Level 1Level 2Level 3Total
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 (greater than 90 days)(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 unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023.
(2) Includes $0.6 million and $1.0 million term deposits required to fulfill the Company's obligations in connection with real estate lease agreements as of June 30, 2024 and December 31, 2023, respectively.
(3) On December 18, 2023, the then outstanding Junior Preferred Stock Warrants were modified and replaced with the December 2023 Warrants. See Note 10, "Warrants" for additional information.

Payment-Dependent Notes Receivable and Payment-Dependent Notes Payable

The Company classifies payment-dependent notes receivable and payment-dependent notes payable within Level 3 of the fair value hierarchy if the underlying securities are equity of private companies whose regular financial and nonfinancial information is generally not available other than when it is publicly disclosed, or significant unobservable inputs are used to estimate fair value.

The Company estimates the fair value of payment-dependent notes receivable and payment-dependent notes payable utilizing completed transactions made through the Company’s platform for the relevant private securities as well as mutual fund valuations of private companies as relevant data inputs.

Private Placement Warrants

The Company classifies the Private Placement Warrants within Level 3 due to the valuation technique used to estimate fair value. The Company used a combination of a Monte Carlo simulation and a binomial lattice model to estimate the fair value of the Private Placement Warrants. The Monte Carlo simulation was used for June 30, 2024 and a combination of the binomial lattice model Monte Carlo simulation was used for December 31, 2023. The Company estimated the fair value of the Private Placement Warrant liabilities, as of June 30, 2024 and December 31, 2023, respectively, using the following key assumptions:
June 30,
2024		December 31,
2023
Fair value of underlying securities$1.46$3.43
Expected term (years)2.73.2
Expected volatility115.0%117.0%
Risk-free interest rate4.6%4.0%
Expected dividend yield0.0%0.0%
Fair value per warrant$0.25$0.64
The Company recorded changes in the fair value of the liability related to the Private Placement Warrants for the three and six months ended June 30, 2024, and 2023, as follows:
Three months ended June 30,Six months ended June 30,
2024202320242023
Balance as of beginning of period$3,102 $190 $4,727 $222 
Change in fair value of warrant liability(1)
(1,255)2,570 (2,880)2,538 
Balance as of June 30,$1,847 $2,760 $1,847 $2,760 

(1) The change in fair value of warrant liability is recorded in the unaudited condensed consolidated statements of operations within Change in fair value of warrant liabilities.

Transfers Into and Out of Level 3

The Company transfers financial instruments out of Level 3 on the date when underlying input parameters are readily observable from existing market quotes. On December 18, 2023, the Junior Preferred Stock Warrants (as defined herein) were modified and replaced with the December 2023 Warrants and transferred from Level 3 to Level 2 upon modification as these warrants are valued using a Black-Scholes Option pricing model using observable market inputs. See Note 10, "Warrants" for additional information. For Payment-dependent notes payable and receivable, transfers from Level 3 to Level 1 generally relate to a company going public and listing on a national securities exchange. During the six months ended June 30, 2024 and 2023, there were no transfers of securities into or out of Level 3.

The following tables provide reconciliation for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) for the six months ended June 30, 2024 and 2023 (in thousands):
Total Level 3 Financial AssetsTotal Level 3 Financial Liabilities
Balance as of December 31, 2023$5,593 $10,320 
Change in fair value of payment-dependent notes receivable1,165 — 
Change in fair value of payment-dependent notes payable— 1,165 
Change in fair value of Private Placement Warrants— (2,880)
Balance as of June 30, 2024$6,758 $8,605 
Total Level 3 Financial AssetsTotal Level 3 Financial Liabilities
Balance as of December 31, 2022$7,371 $7,977 
Change in fair value of payment-dependent notes receivable(1,541)— 
Change in fair value of payment-dependent notes payable— (1,541)
Change in fair value of Junior Preferred Stock Warrants (1)
— 1,084 
Change in fair value of Private Placement Warrants— 2,538 
Balance as of June 30, 2023$5,830 $10,058 
(1) On December 18, 2023, the Junior Preferred Stock Warrants were modified and replaced with the December 2023 Warrants and transferred from Level 3 to Level 2 upon modification as these warrants are valued using a Black-Scholes Option pricing model using observable market inputs. See Note 10, "Warrants" for additional information.