Fair Value Measurements (Tables)
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12 Months Ended |
Dec. 31, 2023 |
Fair Value Disclosures [Abstract] |
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Schedule of Significant Unobservable Inputs Used in Valuation Models |
Significant unobservable inputs used in the valuation models were as follows:
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December 31, 2022 |
Public listing probability |
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50% |
Lack of marketability |
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32% |
Discount rates used in the sale scenario for debt instruments |
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70% |
Discount rates used in the public listing scenario |
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20 - 30% |
Probability weighted volatility |
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147% |
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Summary of Company's Financial Liabilities Measured at Fair Value on Recurring Basis |
The following tables summarize the Company’s financial liabilities that are measured at fair value on a recurring basis in the consolidated financial statements (in thousands):
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Fair Value Measurements at December 31, 2023 Using: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities: |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Convertible notes at fair value |
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— |
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— |
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7,715 |
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7,715 |
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Preferred shares warrant liability |
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— |
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— |
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— |
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— |
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SAFE notes at fair value |
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— |
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— |
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25 |
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25 |
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GEM derivative liability |
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— |
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— |
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11,333 |
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11,333 |
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Total financial liabilities |
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$ |
— |
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$ |
— |
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$ |
19,073 |
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$ |
19,073 |
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Fair Value Measurements at December 31, 2022 Using: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities: |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Convertible notes at fair value |
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— |
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— |
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29,096 |
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29,096 |
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Preferred shares warrant liability |
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— |
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— |
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51 |
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51 |
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SAFE notes at fair value |
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— |
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— |
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24,714 |
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24,714 |
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GEM derivative liability |
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— |
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— |
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2,963 |
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2,963 |
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Total financial liabilities |
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$ |
— |
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$ |
— |
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$ |
56,824 |
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$ |
56,824 |
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Schedule of Reconciliation of Activity and Changes in Fair Value for Company's Convertible Loans and Redeemable Convertible Preferred Stock Warrant Liability |
The following table provides a reconciliation of activity and changes in fair value for the Company’s convertible loans and redeemable convertible preferred stock warrant liability using inputs classified as Level 3 (in thousands):
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Convertible Notes at Fair Value |
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Preferred Shares Warrant Liability |
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SAFE Notes |
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GEM Derivative Liability |
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Balance at December 31, 2021 |
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$ |
11,681 |
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$ |
9 |
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$ |
19 |
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$ |
435 |
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Issuance of convertible notes |
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4,191 |
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— |
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11,839 |
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— |
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Conversion of convertible notes to preferred shares |
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(10,257 |
) |
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— |
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— |
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— |
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Conversion of PFG liability to convertible note |
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11,197 |
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— |
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— |
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— |
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Change in fair value |
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12,284 |
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42 |
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12,856 |
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2,528 |
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Balance at December 31, 2022 |
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$ |
29,096 |
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$ |
51 |
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$ |
24,714 |
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$ |
2,963 |
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Issuance of SAFE notes |
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— |
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— |
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3,716 |
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— |
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Conversion of related party notes to SAFE |
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— |
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— |
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4,354 |
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— |
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Advances received on share purchase agreement |
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— |
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— |
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— |
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10,200 |
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Borrowings on convertible notes |
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8,000 |
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— |
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— |
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— |
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Payments on borrowings of convertible notes |
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(40 |
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— |
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— |
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— |
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Change in fair value |
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8,330 |
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(40 |
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30,750 |
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11,190 |
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GEM settlement in common shares |
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— |
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— |
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— |
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(13,020 |
) |
Reclassification of convertible note to SAFE |
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(23,318 |
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— |
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23,318 |
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— |
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Conversion of convertible notes to preferred shares |
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(14,353 |
) |
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— |
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— |
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— |
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Conversion of SAFE to common shares |
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— |
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— |
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(86,827 |
) |
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— |
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Reclassification to common equity |
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— |
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(11 |
) |
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— |
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— |
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Balance at December 31, 2023 |
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$ |
7,715 |
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$ |
— |
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$ |
25 |
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$ |
11,333 |
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Summary of Carrying Amounts and Fair Values of Long-term Debt Obligations |
The carrying amounts and fair values of the Company’s long-term debt obligations were as follows:
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As of December 31, 2023 |
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As of December 31, 2022 |
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Carrying Amount |
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Fair Value |
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Carrying Amount |
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Fair Value |
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Long-term debt, including current maturities |
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$ |
25,794 |
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$ |
26,036 |
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$ |
— |
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$ |
— |
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Term notes payable to related parties |
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$ |
18,610 |
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$ |
18,541 |
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$ |
4,500 |
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$ |
2,958 |
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