FISCALNOTE HOLDINGS, INC., 10-Q filed on 5/11/2026
Quarterly Report
v3.26.1
Document and Entity Information - shares
 3 Months Ended
Mar. 31, 2026
May 06, 2026
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2026  
Document Fiscal Year Focus 2026  
Document Fiscal Period Focus Q1  
Entity Registrant Name FISCALNOTE HOLDINGS, INC.  
Entity Central Index Key 0001823466  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Current Fiscal Year End Date --12-31  
Entity Filer Category Accelerated Filer  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity File Number 001-396972  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 88-3772307  
Entity Address, Address Line One 1201 Pennsylvania Avenue NW, 6th Floor  
Entity Address, City or Town Washington, D.C.  
Entity Address, State or Province WA  
Entity Address, Postal Zip Code 20004  
City Area Code 202  
Local Phone Number 793-5300  
Document Quarterly Report true  
Document Transition Report false  
Common Class A    
Entity Common Stock, Shares Outstanding   25,961,841
Common Class B    
Entity Common Stock, Shares Outstanding   690,909
v3.26.1
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Current assets:    
Cash and cash equivalents $ 23,835 $ 24,319
Restricted cash 634 633
Short-term investments 2,004 1,995
Accounts receivable, net 9,326 11,953
Costs capitalized to obtain revenue contracts, net 2,173 2,304
Prepaid expenses 3,041 2,456
Other current assets 2,074 1,890
Total current assets 43,087 45,550
Property and equipment, net 3,988 4,177
Capitalized software costs, net 12,704 12,585
Noncurrent costs capitalized to obtain revenue contracts, net 2,214 2,479
Operating lease assets 13,153 13,646
Goodwill 87,358 122,984
Customer relationships, net 29,474 30,671
Database, net 13,560 14,077
Other intangible assets, net 7,876 8,208
Other non-current assets 23 761
Total assets 213,437 255,138
Current liabilities:    
Current maturities of long-term debt 111,612 2,813
Accounts payable and accrued expenses 5,576 7,257
Deferred revenue, current portion 34,381 29,778
Customer deposits 606 1,067
Operating lease liabilities, current portion 3,343 3,320
Other current liabilities 79 191
Total current liabilities 155,597 44,426
Long-term debt, net of current maturities 11,540 125,635
Deferred tax liabilities 262 476
Deferred revenue, net of current portion 343 266
Operating lease liabilities, net of current portion 18,470 19,312
Public and private warrant liabilities 0 477
Other non-current liabilities 2,430 2,595
Total liabilities 188,642 193,187
Commitment and contingencies (Note 16)
Stockholders' equity:    
Additional paid-in capital 940,441 933,905
Accumulated other comprehensive income 111 190
Accumulated deficit (915,759) (872,146)
Total stockholders' equity 24,795 61,951
Total liabilities and stockholders' equity 213,437 255,138
Common Class A    
Stockholders' equity:    
Common stock value 2 2
Common Class B    
Stockholders' equity:    
Common stock value $ 0 $ 0
v3.26.1
Condensed Consolidated Balance Sheet (Parenthetical) (Unaudited) - $ / shares
Mar. 31, 2026
Dec. 31, 2025
Common Class A    
Common stock par value $ 0.0001 $ 0.0001
Common stock, shares authorized 1,700,000,000 1,700,000,000
Common stock, shares, issued 18,711,237 15,557,379
Common stock, shares, outstanding 18,711,237 15,557,379
Common Class B    
Common stock par value $ 0.0001 $ 0.0001
Common stock, shares authorized 9,000,000 9,000,000
Common stock, shares, issued 690,909 690,909
Common stock, shares, outstanding 690,909 690,909
v3.26.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Revenues:    
Total revenues $ 20,025,000 $ 27,511,000
Operating expenses:    
Cost of revenues, including amortization [1] 4,153,000 6,984,000
Research and development [1] 2,042,000 3,103,000
Sales and marketing [1] 5,719,000 7,759,000
Editorial [1] 3,620,000 4,798,000
General and administrative [1] 9,504,000 16,298,000
Amortization of intangible assets [1] 1,893,000 2,331,000
Impairment of goodwill [1] 35,600,000 0
Total operating expenses [1] 62,531,000 41,273,000
Operating loss (42,506,000) (13,762,000)
Gain on sale of businesses (Note 3) 0 (15,743,000)
Interest expense, net 3,356,000 5,127,000
Loss on debt extinguishment, net 0 1,784,000
Change in fair value of financial instruments (1,862,000) (671,000)
Other (income) expense, net (186,000) 30,000
Net loss before income taxes (43,814,000) (4,289,000)
(Benefit) provision from income taxes (201,000) (39,000)
Net loss (43,613,000) (4,250,000)
Other comprehensive (loss) income (79,000) 301,000
Total comprehensive loss (43,692,000) (3,949,000)
Net loss used to compute basic loss per share (43,613,000) (4,250,000)
Net loss used to compute diluted loss per share $ (43,613,000) $ (4,250,000)
Loss per share attributable to common shareholders (Note 13):    
Basic $ (2.39) $ (0.34)
Diluted $ (2.39) $ (0.34)
Weighted average shares used in computing loss per share attributable to common shareholders:    
Basic 18,245,337 12,607,440
Diluted 18,245,337 12,607,440
Subscription    
Revenues:    
Total revenues $ 19,053,000 $ 25,232,000
Non-subscription    
Revenues:    
Total revenues $ 972,000 $ 2,279,000
[1]

(1) Amounts include stock-based compensation expense, as follows:
v3.26.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Stock-based compensation expenses $ 42  
Cost of Revenues, Including Amortization    
Stock-based compensation expenses 39 $ 15
Research and Development    
Stock-based compensation expenses 176 326
Sales and Marketing    
Stock-based compensation expenses 196 85
Editorial    
Stock-based compensation expenses 132 66
General and Administrative    
Stock-based compensation expenses $ 2,498 $ 2,883
v3.26.1
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
$ in Thousands
Total
Dragonfly Note Conversion
Common Class A
Common Stock
Common Stock
Dragonfly Note Conversion
Common Stock
Common Class A
Additional Paid-in Capital
Additional Paid-in Capital
Dragonfly Note Conversion
Additional Paid-in Capital
Common Class A
Accumulated Other Comprehensive Income
Accumulated Deficit
Beginning Balance at Dec. 31, 2024 $ 97,831     $ 1     $ 899,943     $ 4,786 $ (806,899)
Balance, shares at Dec. 31, 2024       12,590,442              
Issuance of Class A common stock upon vesting of restricted stock units, shares           74,041          
Issuance of Class A common Stock upon exercise of employee stock purchase plan and exercise of stock options     $ 148           $ 148    
Issuance of Class A common stock upon exercise of employee stock purchase plan and exercise of stock options, shares           13,703          
Convertible Note conversion   $ 73           $ 73      
Convertible Note conversion, shares         62,143            
Prior GPO interest conversion 946           946        
Prior GPO interest conversion, shares       5,613              
Era Note $ 2,719                    
Era Note , shares 216,338                    
Era Note       (100,334)              
Brokerage Shares issued $ 315           315        
Brokerage Shares issued, shares       25,000              
Stock-based compensation expense 3,375           3,375        
Withholding taxes on net share settlement of stock-based compensation and option exercises (42)           (42)        
Net loss (4,250)                   (4,250)
Foreign currency translation gain (loss) 301                 301  
Balance at Mar. 31, 2025 $ 2,719                    
Balance, shares at Mar. 31, 2025 216,338                    
Ending Balance at Mar. 31, 2025 $ 98,697     $ 1     904,758     5,087 (811,149)
Balance, share at Mar. 31, 2025       12,670,608              
Beginning Balance at Dec. 31, 2025 61,951     $ 2     933,905     190 (872,146)
Balance, shares at Dec. 31, 2025       16,248,288              
Issuance of Class A common stock upon vesting of restricted stock units, value     26           26    
Issuance of Class A common stock upon vesting of restricted stock units, shares           159,545          
Issuance of Class A common Stock upon exercise of employee stock purchase plan and exercise of stock options     $ 45           $ 45    
Issuance of Class A common stock upon exercise of employee stock purchase plan and exercise of stock options, shares           36,285          
Convertible Note conversion 3,083           3,083        
Convertible Note conversion, shares       2,736,978              
Stonehill note interest conversion, shares       221,050              
Stonehill note interest conversion 392           392        
Stock-based compensation expense 3,041           3,041        
Withholding taxes on net share settlement of stock-based compensation and option exercises (51)           (51)        
Net loss (43,613)                   (43,613)
Foreign currency translation gain (loss) (79)                 (79)  
Ending Balance at Mar. 31, 2026 $ 24,795     $ 2     $ 940,441     $ 111 $ (915,759)
Balance, share at Mar. 31, 2026       19,402,146              
v3.26.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Operating Activities:    
Net loss $ (43,613) $ (4,250)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Depreciation 238 255
Amortization of intangible assets and capitalized software development costs 3,481 5,863
Amortization of deferred costs to obtain revenue contracts 694 883
Impairment of goodwill 35,600  
Gain on sale of businesses (Note 3) 0 (15,743)
Non-cash operating lease expense 492 531
Stock-based compensation 3,041 3,375
Bad debt expense 50 153
Unrealized (gain) loss on securities (2) 52
Change in fair value of financial instruments (1,862) (671)
Deferred income tax benefit (214) (39)
Paid-in-kind interest, net 276 1,961
Non-cash interest expense 300 1,044
Loss on debt extinguishment, net 0 1,784
Changes in operating assets and liabilities:    
Accounts receivable, net 2,588 (112)
Prepaid expenses and other current assets (44) (78)
Costs capitalized to obtain revenue contracts, net (295) (563)
Other non-current assets 1 31
Accounts payable and accrued expenses (878) 2,310
Deferred revenue 4,642 8,614
Customer deposits (461) (969)
Other current liabilities (195) (144)
Lease liabilities (819) (808)
Other non-current liabilities   (193)
Net cash provided by operating activities 3,020 3,286
Investing Activities:    
Capital expenditures (1,652) (1,982)
Cash proceeds from the sale of businesses, net (Note 3)   40,269
Net cash (used in) provided by investing activities (1,652) 38,287
Financing Activities:    
Principal payments of long-term debt (1,875) (27,163)
Payment of deferred financing costs   (1,793)
Proceeds from exercise of stock options and employee stock purchase plan purchases 45 148
Net cash used in financing activities (1,830) (28,808)
Effects of exchange rates on cash (21) 153
Net change in cash, cash equivalents, and restricted cash (483) 12,918
Cash, cash equivalents, and restricted cash, beginning of period 24,952 29,454
Cash, cash equivalents, and restricted cash, end of period 24,469 42,372
Supplemental Noncash Investing and Financing Activities:    
Issuance of common stock for conversion of debt and interest 392 946
Amounts held in holdback/escrow related to the sale of businesses 738 400
Property and equipment purchases included in accounts payable 62 64
Supplemental Cash Flow Activities:    
Cash paid for interest 2,198 2,789
Cash paid for taxes $ 104 $ 65
v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Pay vs Performance Disclosure    
Net Income (Loss) $ (43,613) $ (4,250)
v3.26.1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2026
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.26.1
Summary of Business and Significant Accounting Policies
 3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Summary of Business and Significant Accounting Policies

Note 1. Summary of Business and Significant Accounting Policies

Description of Business

FiscalNote delivers deep expertise in legislative tracking, regulatory analysis, and stakeholder engagement through PolicyNote, our flagship platform. Built to ensure a complete, real-time view of the policy landscape, PolicyNote delivers extensive policy data integrated with AI-powered monitoring and expert analysis, fueled by the trusted reporting of CQ and Roll Call, and coupled with the grassroots mobilization power of VoterVoice. Our PolicyNote suite rapidly provides users with the clarity on the policy landscape needed to make an impact. In our core products, we ingest unstructured data on legislative and regulatory developments, and overlay that data with our sophisticated in-house AI and data science expertise to deliver structured, relevant and actionable information that facilitates and informs our customers’ key operational and strategic decisions. In addition, as the way organizations consume policy data and analysis changes, we are leveraging our policy domain expertise to expand into political prediction markets and enhancing our API offerings to enable organizations to incorporate our policy intelligence directly into their internally-developed systems.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit), and cash flows. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any subsequent quarters or for the fiscal year ending December 31, 2026. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Reverse Stock Split

On August 22, 2025, the Board approved a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock. On August 28, 2025, the Company filed a certificate of amendment to its Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on September 2, 2025 under the existing symbol “NOTE”.

As a result of the Reverse Stock Split, every 12 shares of the Company’s Common Stock issued and outstanding as of the effective time of the Reverse Stock Split were automatically converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder received a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock (as adjusted for the Reverse Stock Split) on the New York Stock Exchange (“NYSE”) on August 29, 2025, the last trading day immediately preceding the effective time of the Reverse Stock Split.

Further, proportionate adjustments were made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The Company’s publicly traded warrants were traded on the NYSE under the symbol “NOTE.WS” and are now traded on the OTCID Basic Market. However, pursuant to the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant was proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every warrant to purchase 1.571428 shares of Class A Common Stock (the exchange ratio in place immediately prior to the Reverse Stock Split) now represents the right to purchase 0.130952 shares of Class A Common Stock. Accordingly, the effective per share exercise price is $87.82.

All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Liquidity and Going Concern

In accordance with Accounting Standards Codification Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, when considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $26,473 at March 31, 2026, compared with $26,947 at December 31, 2025. Further, the Company had a negative working capital balance of $138,983 (excluding cash and short-term investments) at March 31, 2026 and had an accumulated deficit of $915,759 and $872,146 as of March 31, 2026 and December 31, 2025, respectively, and incurred net losses of $43,613 and net losses (excluding the effect of the gain on sale of businesses) of $19,993 for the

three months ended March 31, 2026 and 2025, respectively. Historically, the Company’s cash flows from operations have not been sufficient to fund its current operating model and the Company partially funded its operations through raising equity and debt and selling assets (see Note 3, Dispositions).

On January 31, 2026 the Company did not meet its 2025 Senior Term Loan minimum annualized recurring revenue financial covenant requirement. On March 23, 2026, the Company entered into Amendment No. 1 of the 2025 Senior Term Loan, which among other things, (a) waived the event of default arising from the Company’s failure to satisfy the annualized recurring revenue covenant at January 31, 2026, (b) revised the minimum thresholds for annualized recurring revenue and consolidated adjusted EBITDA and reduced minimum liquidity requirements through March 31, 2027, (c) revised the Company’s interest and principal repayment requirements, and (d) require the Company to prepay $20,000 of principal no later than March 31, 2027. See Note 7, Debt for additional details). If the Company does not amend its financial covenants under the 2025 Senior Term Loan before April 1, 2027, it is probable the Company will not be able to meet its then required financial covenants.

On April 13, 2026, the Company’s Class A common stock and warrants to purchase 0.131 shares of Class A Common Stock, with an exercise price of $11.50 per share of Class A Common Stock were delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until May 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on May 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan, at which point the 2025 Senior Term Loan lenders may exercise rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.

These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern and meet the Company’s obligations as they become due within one year after the date the financial statements are issued.

In response to the foregoing conditions, management has identified the following plans intended to alleviate the substantial doubt about the Company’s ability to continue as a going concern: (a) renegotiating or amending existing debt obligations, including the Subordinated Notes, to extend maturities, early convert, or otherwise restructure repayment terms; (b) pursuing the sale of assets or business units to generate liquidity and reduce outstanding indebtedness; (c) pursuing opportunities to list its Common Stock on other tiers or exchanges that offer further improvements to investor access and liquidity which would also cure the event of default under the Subordinated Notes; and (d) conducting one or more equity offerings to raise additional capital to fund operations and satisfy obligations. Management’s plans must also generate sufficient cash to, among other things, fund the Company’s operations, while also maintaining compliance with its liquidity covenant, and fulfill the $20,000 principal prepayment required pursuant to Amendment No. 1 of the 2025 Senior Term Loan which is due no later than March 31, 2027; which at this time the Company has no ability to satisfy. If successful, management believes this plan will position the Company to have adequate cash and cash flows to support its future operations. However, at this time management concluded that its plans do not alleviate substantial doubt, as there can be no assurance that any of these plans will be successfully implemented on acceptable terms, or at all.

If the Company raises funds in the future by issuing equity securities, dilution to stockholders will occur and may be substantial. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds in the future by issuing additional debt securities, these debt securities could have rights, preferences, and privileges senior to those of common stockholders. The terms of any additional debt securities, borrowings, and/or debt amendments could impose significant restrictions on the Company’s operations. The capital markets have experienced in the past, and may experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing. There can be no assurance that any necessary additional financing in the future will be available on terms acceptable to the Company, or at all.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Segments

The Company is a leading provider of artificial intelligence ("AI") driven global policy and regulatory intelligence solutions and operates out of a single operating segment. The Company derives revenues from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net (loss) income that also is reported on the income statement as consolidated net (loss) income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-equity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations and as part of the Company's internal planning and forecasting processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Condensed Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Condensed Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on assets of the single segment, and therefore such information is not presented in the notes to the financial statements.

Earnings per Share

Basic earnings per share ("EPS") is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.

Fair Value of Financial Instruments

The Company has elected the fair value option for the 2025 GPO Convertible Note, GPO Convertible Note, Dragonfly Seller Convertible Notes, Convertible Debentures and the Era Convertible Notes, refer to Note 7, Debt for further details. The Company records changes in fair value through the condensed consolidated statement of operations where the portion of the change that results from a change in the instrument-specific credit risk is recorded separately in accumulated other comprehensive income, if applicable. Additionally, under the fair value option, all issuance costs are expensed in the period that the debt is incurred.

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the condensed consolidated statement of operations. The Company is able to easily liquidate these into cash; accordingly, the Company has presented these investments as available for current operations and they are presented as short-term investments within current assets in the condensed consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At March 31, 2026, approximately 69% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, collection history of each customer, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. As of March 31, 2026 and December 31, 2025, allowance for credit losses of $1,426 and $1,454, respectively, was included in the accounts receivable, net balance.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of March 31, 2026 and December 31, 2025. Revenues derived from the U.S. Federal Government were 19% and 18% of revenues for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, assets located in the United States were approximately 98% and 99% of total assets, respectively.

As of March 31, 2026 and December 31, 2025, one vendor accounted for more than 10% of the Company's accounts payable balance. During the three months ended March 31, 2026 and 2025, one vendor represented more than 10% of the total purchases made.

Recent Accounting Pronouncements Not Yet Effective

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) as amended by ASU 2025-01, which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In September 2025, the FASB issued ASU No. 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software. The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating this ASU to determine its impact on the Company.
v3.26.1
Revenues
 3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]  
Revenues

Note 2. Revenues

Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Subscription

 

$

19,053

 

 

$

25,232

 

Advisory

 

 

329

 

 

 

1,063

 

Advertising

 

 

254

 

 

 

455

 

Other revenue

 

 

389

 

 

 

761

 

Total

 

$

20,025

 

 

$

27,511

 

Revenue by Geographic Locations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

North America

 

$

18,775

 

 

$

21,910

 

Rest of the world

 

 

1,250

 

 

 

5,601

 

Total

 

$

20,025

 

 

$

27,511

 

Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. North America revenue consists solely of revenue attributed to the United States. For the three months ended March 31, 2026 and 2025, revenue attributed to Belgium (presented within the Rest of the world in the above table) represented approximately 6% and 4% of total revenues, respectively. For the three months ended March 31, 2025, revenue attributed to the United Kingdom (presented within the Rest of the world in the above table) represented approximately 15% of total revenues. No other foreign country represented more than 5% of total revenue during the three months ended March 31, 2026 and 2025.

Contract Assets

The Company had contract assets of $244, $590, and $1,240 as of March 31, 2026, December 31, 2025, and December 31, 2024, respectively. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collections. They represent a conditional right to consideration for satisfied performance obligations that becomes a receivable when the conditions are satisfied. They are recorded as part of other current assets on the condensed consolidated balance sheets.

Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2024

 

$

35,475

 

Sale of Dragonfly and Oxford Analytica

 

 

(7,342

)

Revenue recognized in the current period from amounts in the prior balance

 

 

(17,472

)

New deferrals, net of amounts recognized in the current period

 

 

25,621

 

Effects of foreign currency

 

 

277

 

Balance at March 31, 2025

 

$

36,559

 

 

 

 

 

Balance at December 31, 2025

 

$

30,044

 

Revenue recognized in the current period from amounts in the prior balance

 

 

(13,408

)

New deferrals, net of amounts recognized in the current period

 

 

18,142

 

Effects of foreign currency

 

 

(54

)

Balance at March 31, 2026

 

$

34,724

 

Costs to Obtain

During the three months ended March 31, 2026 and 2025, the Company capitalized $301 and $524 of costs to obtain revenue contracts. The Company amortized costs capitalized to obtain revenue contracts in the amount of $694 and $884 to sales and marketing expense during the three months ended March 31, 2026 and 2025, respectively. There were no impairments of costs capitalized to obtain revenue contracts for the three months ended March 31, 2026 and 2025.

Unsatisfied Performance Obligations

At March 31, 2026, the Company had $68,684 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this over the next five years.
v3.26.1
Dispositions
 3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Dispositions

Note 3. Dispositions

2025 Dispositions

Sale of Oxford Analytica and Dragonfly

On February 21, 2025 (the "Signing Date"), the Company entered into an equity purchase agreement (the "Equity Purchase Agreement") with Factiva Ltd. ("Factiva"), a limited company organized under the laws of England and Wales, providing for the sale of all of the outstanding equity interests in each of Dragonfly Eye Limited, a UK private limited company (“Dragonfly”), and The Oxford Analytica International Group, LLC, a Delaware limited liability company (“Oxford” and collectively with Dragonfly, the “Sold Businesses”). At closing of the sale on March 31, 2025, after adjustments based on the Sold Businesses' estimated working capital, indebtedness, and transaction expenses, the Company received $40,000 in cash (excluding $400 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $813 of cash acquired by Factiva). As a result of the sale, the Company recorded a pre-tax gain on disposal of $15,743 for the three months ended March 31, 2025. The purchase price is subject to adjustment pursuant to the Equity Purchase Agreement; accordingly, the gain on sale may increase, or decrease, as the case may be, upon finalization of the purchase price.

The proceeds from the sale were used in part to prepay and retire $27,136 of term loans under the Prior Senior Term Loan, and pay $1,793 of related prepayment and exit fees associated with the retired amount. The remaining $11,071 of net proceeds were retained by the Company to pay for related transaction costs, cash taxes that may result from the sale, and general corporate purposes. As part of the sale, the Company recorded a current tax receivable for federal and state income tax of $281.

The Company determined that Oxford Analytica and Dragonfly were not significant subsidiaries, and their sale did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for the Sold Businesses were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Sale of TimeBase

On May 2, 2025, the Company entered into an agreement to sell the equity of the Company's Australian subsidiary, TimeBase Pty. Ltd. (“TimeBase”). On July 1, 2025, the Company closed the sale of TimeBase. Total consideration was $7,414 comprising a cash payment to the Company of $6,676 and a buyer holdback of $738 (included in Other non-current assets as the buyer holdback is expected to be repaid in the first quarter of 2027). The proceeds from the sale were used in part to prepay and retire $2,978 of term loans under the Prior Senior Term Loan, and pay $197 of related prepayment and exit fees associated with the retired amount. The remaining $3,501 of net proceeds were retained by the Company to pay for related transaction costs, cash taxes that may result from the sale, and general corporate purposes. As a result of the sale of TimeBase, the Company recorded a gain on disposal of $1,325 during the third quarter of 2025.

The Company determined that TimeBase was not a significant subsidiary, and the disposition of TimeBase did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for TimeBase were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."
v3.26.1
Leases
 3 Months Ended
Mar. 31, 2026
Leases [Abstract]  
Leases

Note 4. Leases

The Company has operating leases, principally for corporate offices under non-cancelable operating leases that expire at various dates through 2031. The non-cancellable base terms of these remaining leases typically range from one to five years. Certain lease agreements include options to renew or terminate the lease, which are not factored into the determination of lease payments if they are not reasonably certain to be exercised.

The following table details the composition of lease expense for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Operating lease cost

 

$

968

 

 

$

1,075

 

Variable lease cost

 

 

93

 

 

 

56

 

Short-term lease cost

 

 

5

 

 

 

40

 

Total lease costs

 

$

1,066

 

 

$

1,171

 

Sublease income

 

$

(35

)

 

$

(27

)

 

Cash payments related to operating lease liabilities were $1,283 and $1,364 for the three months ended March 31, 2026 and 2025, respectively.

v3.26.1
Intangible Assets
 3 Months Ended
Mar. 31, 2026
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Intangible Assets

Note 5. Intangible Assets

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

 

 

March 31, 2026

 

 

December 31, 2025

 

 

Weighted Average

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Remaining Useful Life (Years) March 31, 2026

 

Customer relationships

 

$

66,558

 

 

$

(37,084

)

 

$

29,474

 

 

$

66,570

 

 

$

(35,899

)

 

$

30,671

 

 

 

6.7

 

Developed technology

 

 

21,726

 

 

 

(18,879

)

 

 

2,847

 

 

 

21,738

 

 

 

(18,738

)

 

 

3,000

 

 

 

4.8

 

Databases

 

 

29,143

 

 

 

(15,583

)

 

 

13,560

 

 

 

29,145

 

 

 

(15,068

)

 

 

14,077

 

 

 

6.6

 

Tradenames

 

 

9,325

 

 

 

(5,250

)

 

 

4,075

 

 

 

9,325

 

 

 

(5,090

)

 

 

4,235

 

 

 

6.4

 

Patents

 

 

871

 

 

 

(252

)

 

 

619

 

 

 

871

 

 

 

(248

)

 

 

623

 

 

 

16.9

 

Content library

 

 

592

 

 

 

(257

)

 

 

335

 

 

 

592

 

 

 

(242

)

 

 

350

 

 

 

5.7

 

Total

 

$

128,215

 

 

$

(77,305

)

 

$

50,910

 

 

$

128,241

 

 

$

(75,285

)

 

$

52,956

 

 

 

 

Finite-lived intangible assets are stated at cost, net of amortization, generally using the straight-line method over the expected useful lives of the intangible assets. Amortization of intangible assets, excluding developed technology, was $1,893 and $2,331 for the three months ended March 31, 2026 and 2025, respectively.

Amortization of developed technology was recorded as part of cost of revenues, including amortization in the amount of $153 and $206 for the three months ended March 31, 2026 and 2025, respectively.

The expected future amortization expense for intangible assets as of March 31, 2026 is as follows:

2026 (remainder)

 

$

6,134

 

2027

 

 

8,178

 

2028

 

 

7,958

 

2029

 

 

7,688

 

2030

 

 

7,218

 

Thereafter

 

 

13,734

 

Total

 

$

50,910

 

Capitalized software development costs

Capitalized software development costs are as follows:

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

Capitalized software development costs

 

$

39,838

 

 

$

(27,134

)

 

$

12,704

 

 

$

38,284

 

 

 

(25,699

)

 

$

12,585

 

During the three months ended March 31, 2026 and 2025, the Company capitalized interest on capitalized software development costs in the amount of $103 and $85, respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues, including amortization in the amount of $1,435 and $3,326 for the three months ended March 31, 2026 and 2025, respectively. The estimated useful life is determined at the time each project is placed in service.

Impairment of long-lived assets

We periodically assess whether any indicators of impairment existed related to our intangible assets. We identified a triggering event during the first quarter of 2026, as discussed in Note 6, "Goodwill". This triggering event indicated we should test the related long-lived assets for impairment in certain of our asset groups. We tested each applicable asset group by first performing a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value. This test indicated that the undiscounted cash flows were sufficient to recover the carrying value of certain asset groups. As a result, we concluded that no impairment charge was to be recorded for long-lived assets during the first quarter of 2026.

v3.26.1
Goodwill
 3 Months Ended
Mar. 31, 2026
Goodwill [Roll Forward]  
Goodwill

Note 6. Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized, but are rather tested for impairment at least annually as of October 1 of each year.

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2025

 

$

122,984

 

Impairment

 

 

(35,600

)

Impact of foreign currency

 

 

(26

)

Balance at March 31, 2026

 

$

87,358

 

 

 

In the first quarter of 2026, the Company has experienced a further decline in its market capitalization based upon its publicly quoted share price, the Company failed to satisfy its annualized recurring revenue covenant for the month ended January 31, 2026, reflecting continued pressure on customer retention and organic revenue, and the Company began trading on the OTCID Basic Market. The Company has evaluated these factors and in combination, has determined that they constitute a triggering event requiring an interim goodwill impairment assessment under ASC 350. The Company recorded a goodwill impairment of $35,600 in the first quarter of 2026 in the condensed consolidated statement of operations. Prior to the quantitative goodwill impairment test performed at March 31, 2026, the Company tested the recoverability of its long-lived assets, and concluded that none of its intangibles were impaired. See Note 5, Intangible Assets.

On January 1, 2025, effective with the appointment of our new CEO, the Company reassessed its goodwill reporting unit and determined that the Company now operates out of a single reporting unit. Accordingly, the Company performed a quantitative goodwill impairment assessment immediately prior to, and on, January 1, 2025, which resulted in no impairment of goodwill.

The Company performed its annual goodwill impairment test on October 1, 2025 which indicated no impairment. However, due to the sustained decline in the Company's stock price and market capitalization toward the end of the fourth quarter of 2025, as well as the decline in organic revenue and customer retention, the Company performed a quantitative goodwill impairment assessment as of December 31, 2025. This quantitative assessment resulted in a goodwill impairment charge of $12,378 recognized in the fourth quarter of 2025. Prior to the quantitative goodwill impairment test performed at December 31, 2025, the Company tested the recoverability of its long-lived assets, and concluded that none of its intangibles were impaired. See Note 5, Intangible Assets.

The fair value estimate of the Company's single reporting unit was derived based on an income approach. Under the income approach, the Company estimated the fair value of its single reporting unit based on the present value of estimated future cash flows, which the Company considers to be a Level 3 unobservable input in the fair value hierarchy. The cash flows used are consistent with those the Company uses in its internal planning, which reflects actual business trends experienced and our long-term business strategy. As such, key assumptions and factors used in this method include, but are not limited to, revenue, margin, operating expense growth rates, realization of net operating losses, tax rates and policies in place as of the date of impairment testing, as well as a discount rate, and a terminal growth rate. In order to further validate the reasonableness of fair value as determined by the income approach, differences between estimated reporting unit fair value and market capitalization primarily reflect an implied control premium and differences between minority and controlling interests.

Potential indicators of impairment include significant changes in performance relative to expected operating results, significant negative industry or economic trends, or a significant decline in the Company's stock price and/or market capitalization for a sustained period of time. It is reasonably possible that one or more of these impairment indicators could occur or intensify in the near term, which may result in an impairment of long-lived assets or further impairment of goodwill.
v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt

Note 7. Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

 

 

March 31, 2026

 

 

December 31, 2025

 

2025 Senior Term Loan

 

$

72,188

 

 

$

74,063

 

2025 GPO Convertible Note

 

 

19,649

 

 

 

19,235

 

Convertible Debentures

 

 

23,005

 

 

 

26,663

 

Dragonfly Seller Convertible Notes

 

 

11,540

 

 

 

11,982

 

Total gross debt

 

 

126,382

 

 

 

131,943

 

Debt issuance costs

 

 

(3,230

)

 

 

(3,495

)

Total

 

 

123,152

 

 

 

128,448

 

Less: Current maturities

 

 

(111,612

)

 

 

(2,813

)

Total Long-term debt

 

$

11,540

 

 

$

125,635

 

 

2025 Senior Term Loan/ Prior Senior Term Loan

2025 Senior Term Loan

On August 5, 2025, the Company entered into a financing agreement (the "Financing Agreement"), by and among the Company, as parent guarantor, the Company's domestic subsidiaries party thereto as borrowers and guarantors, the lenders from time to time party thereto, and MGG Investment Group LP, as collateral agent and as administrative agent, pursuant to which the lenders agreed to advance $75,000 which matures on August 12, 2029 (the "2025 Senior Term Loan"). The 2025 Senior Term Loan ranks senior to all other debt and is secured by a first priority lien on substantially all of the Company's assets. Obligations under the 2025 Senior Term Loan bear interest at variable rates, set at the Company’s option, based on a reference rate plus 7%, or the secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) plus 8%. Interest is payable in cash monthly in arrears. The 2025 Senior Term Loan is repayable in consecutive quarterly installments on the last business day of each March, June, September and December of each fiscal year commencing September 30, 2025, in an amount equal to (i) $469 with respect to each payment due quarterly through June 30, 2026 and (ii) $938 with respect to each payment due thereafter, with the remaining principal amount due at the maturity of the 2025 Senior Term Loan, or such earlier time as it may become payable. The Company must also pay a quarterly fee, in an amount equal to (i) $138 through March 31, 2026 and (ii) $38 with respect to each quarterly payment due thereafter.

The 2025 Senior Term Loan also contains four financial covenants: a minimum cash balance requirement, a minimum ARR

requirement, a minimum adjusted EBITDA requirement, and a capital expenditure limitation.

The 2025 Senior Term Loan also includes covenants limiting the ability of the Company and its subsidiaries, subject to certain exceptions, to, among other things, (i) incur indebtedness, (ii) incur liens on their assets, (iii) enter into any transaction of merger, consolidation or amalgamation, liquidate, wind up or dissolve, or dispose of all or substantially all of their property or business, (iv) dispose of any of their property, or, issue or sell any shares of a subsidiary’s stock, (v) make any payment or prepayment for any subordinated indebtedness, pay any earn-out payment, seller debt or deferred purchase price payments, or (vi) declare or pay any dividend or make any other distribution. The 2025 Senior Term Loan also contains certain events of default, including, among others, (i) failure to pay, (ii) breach of representations and warranties, (iii) breach of covenants, subject to any cure periods described therein, and (iv) failure to pay principal or interest on any other material debt.

On August 12, 2025 the Company closed on its 2025 Senior Term Loan and received net proceeds of $72,937 after original issue discount (“OID”) of $2,063, or 2.75%. The Company incurred $960 of lender fees and $962 of fees paid to third parties. OID and capitalized debt issuance costs totaled $3,985 and is treated as a debt discount and will be amortized over the term of the 2025 Senior Term Loan using the effective interest method. Amortization expense for the three months ended March 31, 2026 was $272, and is included within interest expense in the condensed consolidated statements of operations and comprehensive loss. The remaining unamortized debt discount at March 31, 2026 is $3,304, and is reflected net within debt on the condensed consolidated balance sheet.

On March 23, 2026, the Company entered into Amendment No. 1 and Waiver to the 2025 Senior Term Loan ("Amendment No. 1"). Pursuant to Amendment No. 1, the lenders waived a specified event of default arising from the Company's failure to satisfy the annualized recurring revenue covenant for the month ended January 31, 2026. Amendment No. 1, amends and restates the financial covenant schedule, including revised minimum thresholds for annualized recurring revenue and consolidated adjusted EBITDA and reduced minimum liquidity requirements through March 31, 2027, after which the minimum liquidity requirement returns to $20,000. Amendment No. 1 increases the quarterly principal repayment to (i) $1,875 for payment on each March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027 and (ii) $938 for each payment thereafter. Amendment No. 1 also requires the Company to make a mandatory prepayment of $20,000 no later than March 31, 2027, together with any applicable premium and related fees.

On April 13, 2026 the Company's Class A common stock was delisted from the NYSE, which caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note. On April 21, 2026, the Company entered into forbearance agreements with the Subordinated Creditors who agreed to waive defaults under the terms of their subordinated convertible debt instruments arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until May 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on May 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan, at which point the 2025 Senior Term Loan lenders may exercise rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan. Accordingly, amounts outstanding under the Company's 2025 Senior Term Loan are presented as a current liability at March 31, 2026.

The Company has elected to pay cash interest based on SOFR, which was 13.14% at March 31, 2026. For the three months ended March 31, 2026, the Company recognized $2,198 of cash interest on the 2025 Senior Term Loan.

Upon maturity, the Company is required to pay in cash the greater of $500 or the fair market value of 60,416 shares of Class A Common Stock of the Company (the “Exit Fee”). The Company will record non-cash interest expense over the life of the 2025 Senior Term Loan to accrete to the minimum Exit Fee due upon maturity. Accordingly, during the three months ended March 31, 2026, the Company recognized $34 of interest expense related to the Exit Fee. At March 31, 2026, $85 of the minimum Exit Fee has been accrued and is included within Other current liabilities on the condensed consolidated balance sheet.

Because the Exit Fee is payable in certain redemption scenarios, the Company determined that pursuant to ASC 815 “Derivatives and Hedging” certain of the embedded redemption features meet the definition of a derivative that must be accounted for at fair value with changes in fair value reflected in the condensed consolidated statement of operations and comprehensive income (loss). The fair value of the embedded redemption feature at inception on August 12, 2025 was $90 and was accounted for as a debt premium and will be amortized over the term of the 2025 Senior Term Loan using the effective interest method. Amortization expense for the three months ended March 31, 2026 was $6, and is included within interest expense in the condensed consolidated statements of operations and comprehensive loss. The remaining unamortized debt premium at March 31, 2026 is $75, and is reflected net within debt on the condensed consolidated balance sheet. The fair value of the embedded redemption features at March 31, 2026 was $280 and is included as a contra-liability in Other non-current liabilities on the condensed consolidated balance sheet. The $115 change in fair value of the embedded redemption features for the three months ended March 31, 2026 is included within Change in fair value of financial instruments on the condensed consolidated statement of operations and comprehensive income (loss).

As part of the Amendment No. 1, the Company is accruing a make-whole amount ("Make-Whole Premium"), which equals all interest the Lenders would have earned from the trigger date until the second anniversary of the effective date. The Company recognized $35 of interest expense related to the Make-Whole Premium during the three months ended March 31, 2026. At March 31, 2026, $35 of the Make-Whole Premium has been accrued and is included within Accounts payable and accrued expenses on the condensed consolidated balance sheet.

Prior Senior Term Loan

On July 29, 2022, concurrent with the closing of the Company's Business Combination, FiscalNote, Inc., a wholly owned indirect subsidiary of FiscalNote Holdings, Inc., entered into a senior credit agreement (the "Prior Senior Term Loan") as amended from time to time. The annual interest of the Prior Senior Term Loan consisted of two components: (a) a cash interest component of the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly.

In connection with the completion of the sale of Oxford Analytica and Dragonfly on March 31, 2025, the Company also entered into Amendment No. 5 to the Prior Senior Term Loan, pursuant to which, among other things, the lenders consented to releasing the liens on Oxford Analytica and Dragonfly's assets and permitting the consummation of the sale in exchange for the permanent retirement of $27,136 of term loans under the Senior Term Loan and payment of $1,793 of related prepayment and exit fees.

For the three months ended March 31, 2025, the Company incurred $2,780 and $222 of cash interest and paid-in-kind interest, respectively, on the Prior Senior Term Loan. Paid-in-kind interest is reflected as a component of the carrying value of the Prior Senior Term Loan.

Amortization of debt issuance costs on the Prior Senior Term Loan is recorded within interest expense in the condensed consolidated statements of operations and comprehensive income (loss) and totaled $749 for the three months ended March 31, 2025.

2025 GPO Convertible Note/Prior GPO Convertible Note

On June 30, 2023 the Company issued to GPO FN Noteholder LLC (the “GPO Investor”) a subordinated convertible promissory note in an initial principal amount of $46,794 (the “Prior GPO Convertible Note”). Pursuant to the terms of the Prior GPO Convertible Note, paid-in-kind interest accrued from the date of issuance through June 30, 2024. Beginning on July 1, 2024, the Company was required to pay interest with either cash or shares, solely at the discretion of the Company. Accordingly, since September 30, 2024 and through December 31, 2025, the Company issued the GPO Investor 346,058 Class A Common Shares, in the aggregate, in satisfaction of quarterly interest pursuant to the terms of the Prior GPO Convertible Note.

In conjunction with the establishment of the 2025 Senior Term Loan, on August 5, 2025, the Company entered into a redemption and exchange agreement with the GPO Investor. Pursuant to the redemption and exchange with the GPO Investor, on August 12, 2025, the Company redeemed $30,000 of the Prior GPO Convertible Note (which at the time had balance outstanding of $50,434) in exchange for a cash payment of $27,000 to the GPO Investor (the "GPO Redemption"). The Company also issued a new senior subordinated promissory note to the GPO Investor in the aggregate amount of $20,434 (the "2025 GPO Convertible Note") in exchange for, and the cancellation of, the remaining obligations under the existing Prior GPO Convertible Note.

The 2025 GPO Convertible Note is guaranteed by the Company’s domestic subsidiaries, which are parties to the 2025 Senior Term Loan, and is contractually subordinated to the Company’s obligations under the 2025 Senior Term Loan. The 2025 GPO Convertible Note matures on November 13, 2029 and bears interest at a rate of 7.50% per annum payable quarterly in arrears, in cash or, provided no event of default is then occurring under the 2025 GPO Convertible Note, freely tradeable shares of the Company's Class A Common Stock, at the Company’s option, with the value per share determined with reference to the VWAP of the Class A Common Stock over the trading days occurring within the thirty calendar days prior to the applicable interest payment date. At any time prior to November 13, 2029, the GPO Investor is entitled to convert all or any portion of the principal amount of the 2025 GPO Convertible Note and accrued interest thereon into shares of the Company's Class A Common Stock at an initial conversion price of $82.92 per share (subject to customary anti-dilution adjustments). Under the terms of the 2025 GPO Convertible Note, the Company is required to make quarterly installment payments of $2,000 of the outstanding principal beginning April 1, 2026 in the form of freely tradeable shares of the Company's Class A Common Stock, cash, or a combination thereof, solely at the determination of the Company. Class A Common Stock issued to satisfy quarterly interest and principal repayments will be issued at a price equal to the lowest of (i) the then-effective Conversion Price under the 2025 GPO Convertible Note, (ii) 95% of the VWAP of the Class A Common Stock over the ten trading days immediately preceding the applicable Installment Date and (iii) 95% of the VWAP of the Class A Common Stock over the trading days occurring within the ninety calendar day period immediately preceding the applicable payment date.

The 2025 GPO Convertible Note provides for customary events of default upon which repayment of the 2025 GPO Convertible Note may be accelerated, including failure to pay any amounts due and owing under the 2025 GPO Convertible Note, failure to deliver the shares upon a conversion of the 2025 GPO Convertible Note, an uncured breach of any terms of the 2025 GPO Convertible Note and a default under certain of the Company’s other indebtedness. The 2025 GPO Convertible Note includes certain negative covenants related to the Company’s ability to incur indebtedness. On April 13, 2026, the Company’s Class A common stock was delisted from the NYSE. The NYSE delisting caused an event of default under the 2025 GPO Convertible Note. On April 21, 2026, the Company entered into a forbearance agreement with the holder of the 2025 GPO Convertible Note pursuant to which the holder agreed to waive defaults under the terms of the subordinated convertible debt instrument, and to forbear from exercising any rights relating to such defaults, until May 21, 2026. Accordingly, amounts outstanding under the Company's 2025 GPO Convertible Note are presented as a current liability at March 31, 2026.

The Company elected to account for the 2025 GPO Convertible Note using the fair value option. The fair market value at March 31, 2026 and December 31, 2025 was $19,649 and $19,235, respectively. The unrealized change in the fair value of the 2025 GPO Convertible Note was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) in the amount of a loss of $414 during the three months ended March 31, 2026. The Company incurred total interest expense related to the 2025 GPO Convertible Note of $383 for the three months ended March 31, 2026.

The Company elected to account for the Prior GPO Convertible Note using the fair value option. The unrealized change in the fair value of the Prior GPO Convertible Note was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) in the amount of a gain of $820 for the three months ended March 31, 2025. The Company incurred total interest expense related to the Prior GPO Convertible Note of $946 for the three months ended March 31, 2025.

Convertible Debentures

In conjunction with the establishment of the 2025 Senior Term Loan and in order to fund the GPO Redemption (defined below), on August 5, 2025 (the “Purchase Agreement Date”), the Company entered into a securities purchase agreement (the “Purchase Agreement”),

with YA II PN, Ltd (“YA”), pursuant to which the Company would issue YA convertible debentures in an aggregate principal amount of up to $33,300 (the “Convertible Debentures”) for a total cash purchase price of $30,000, subject to satisfaction of certain closing conditions.

On August 12, 2025, the initial tranche of Convertible Debentures comprising $21,000 in stated principal amount were issued to YA, in accordance with the Purchase Agreement, with the Company receiving net proceeds of $18,900 (the "First YA Debenture"). On September 11, 2025, the second and final tranche of Convertible Debentures comprising $12,300 in stated principal amount were issued to YA, in accordance with the Purchase Agreement with the Company receiving net proceeds of $11,000 (the "Second YA Debenture").

The Company’s obligations under the Purchase Agreement and the Convertible Debentures are guaranteed by FiscalNote, Inc., a wholly owned subsidiary of the Company, and are contractually subordinated to the Company’s obligations under its 2025 Senior Term Loan and the 2025 GPO Note. The First YA Debenture matures on February 12, 2027 and the Second YA Debenture matures on March 11, 2027 and both bear interest at a rate of 5% per annum or 18% per annum in the event of an event of default. The maturity dates of the First YA Debenture and the Second YA Debenture will automatically extend to the first day subsequent to the maturity date of the 2025 Senior Term Loan if one, or both, of the notes have a balance outstanding on February 12, 2027.

At any time prior to the maturity dates, and subject to certain ownership and conversion limitations, YA is entitled to convert any portion of the principal amount of the Convertible Debentures and accrued interest thereon into shares of the Company’s Class A Common Stock (the “Debenture Conversion Shares”) at a conversion price equal to 94% of the lowest daily volume weighted average trading price (“VWAP”) during the five trading days prior to the conversion date, subject to a floor price of $0.8884 (the “Floor Price”).

In the event (i) the daily VWAP is less than the Floor Price then in effect for any five trading days during a period of seven consecutive trading days, (ii) the Company has issued substantially all of the shares of the Class A Common Stock available for issuance without violating applicable rules of the NYSE, or (iii) YA is unable to utilize a registration statement to resell Debenture Conversion Shares for a period of ten (10) consecutive trading days, then the Company will be required to make certain amortization payments to YA.

The Convertible Debentures provide for customary events of default, upon which repayment of the Convertible Debentures may be accelerated, including failure to pay any amounts due and owing under the Convertible Debentures, failure to timely deliver the Debenture Conversion Shares, an uncured breach of any terms of the Convertible Debentures and a default under certain of the Company’s other indebtedness. On April 13, 2026, the Company’s Class A common stock was delisted from the NYSE. The NYSE delisting constituted an event of default under the Convertible Debentures. On April 21, 2026, the Company entered into a forbearance agreement with the holder of the Convertible Debentures pursuant to which the holder agreed to waive defaults under the terms of the subordinated convertible debt instrument, and to forbear from exercising any rights relating to such defaults, until May 21, 2026. Accordingly, amounts outstanding under the Company's Convertible Debentures are presented as a current liability at March 31, 2026.

During the three months ended March 31, 2026, YA converted $2,370 of principal and $591 of accrued interest in exchange for 2,736,978 shares of the Company’s Class A common stock with a fair value of $3,083. The non-cash charge of $64 recognized upon these conversions was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2026.

The Company elected to account for the First YA Debenture and Second YA Debenture using the fair value option. The fair market value at March 31, 2026 and December 31, 2025 was $23,005 and $26,663, respectively. The unrealized change in the fair value of the First YA Debenture and Second YA Debenture was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) in the amount of a charge of $1,352 for the three months ended March 31, 2026. The Company incurred total interest expense related to the First YA Debenture and Second YA Debenture of $322 for the three months ended March 31, 2026.

Convertible Notes

Purchased Original Notes

On March 17, 2025 and March 20, 2025, investors holding two convertible notes originally issued in 2020 and assumed by the Company in connection with the Business Combination, with a principal and accrued paid-in-kind interest balance of $5,769 (the "Purchased Original Notes"), sold their convertible notes to EGT 11 LLC (the "Exchange Investor"). In connection with the acquisition of the Purchased Original Notes by the Exchange Investor, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) on March 17, 2025, pursuant to which the Company cancelled the Purchased Original Notes and in exchange (i) issued a convertible note to the Exchange Investor, for $5,500 on March 17, 2025 and (ii) issued a second convertible note for $269 on March 20, 2025 (collectively, the "Third Era Convertible Note"). The acquisition of the Purchased Original Notes by the Exchange Investor and the Exchange Agreement resulted in the extinguishments of the Purchased Original Notes. Accordingly, the Company recognized a loss on debt extinguishment of $1,784 during the three months ending March 31, 2025. The Company incurred total interest expense related to the Purchased Original Notes, including the amortization of the various discounts, of $202 during the three months ended March 31, 2025.

Amended Legacy Notes

On March 25, 2025 (the "Amendment Date"), the Company entered into a letter agreement (the “First Amendment”) with the holders (the "Legacy Investors") of two convertible notes originally issued in 2020 and assumed by the Company in connection with the Business Combination (the "Legacy Notes" and, as amended, the "Amended Legacy Notes") with a principal and accrued paid-in-kind interest balance of $10,961 modifying certain provisions in favor of each of the Legacy Investors. The Legacy Notes were unsecured and earned payable in kind interest of 15% per annum, payable annually in arrears.

On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the Original Maturity Date from July 31, 2025 to August 15, 2025. On August 12, 2025, the Company retired all of its then outstanding obligations under the Amended Legacy

Notes by paying the holders $3,600 in cash.

The Company incurred total interest expense related to the Amended Legacy Notes, including the amortization of the various discounts, of $448 during the three months ended March 31, 2025.

Dragonfly Seller Convertible Notes

In connection with the Company's acquisition of Dragonfly, the Company financed part of the purchase with the issuance of convertible notes (the "Dragonfly Seller Convertible Notes"). The Dragonfly Convertible Notes were issued in a principal amount of £8,929 pounds sterling (approximately $11,050 on January 23, 2023, the closing date of the acquisition of Dragonfly by the Company), with interest at an annual rate of 8%, which can be paid in cash or paid-in-kind. The paid-in-kind interest will be annually credited to the principal amount. All principal and accrued interest are due upon maturity on January 27, 2028. The Company can convert any portion of the principal and accrued interest at the VWAP for the five consecutive trading day period ending on the last trading day of the calendar month preceding the date the Company provides notice of conversion to the Sellers. The lender has the right to convert the outstanding principal and accrued interest for FiscalNote common stock at $120.00 per share, subject to adjustment in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to common stock.

In January 2025, one of the noteholders voluntarily elected to convert £547 pounds sterling (approximately $702 as of the date of conversion) pursuant to the lender conversion right of $10.00 per share; accordingly, the Company issued the holder 5,613 shares of the Company's common stock with a fair value of $67. The non-cash gain of $635 recognized upon this conversion was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2025.

The Company elected to account for the Dragonfly Seller Convertible Notes using the fair value option. The fair market value of the Dragonfly Seller Convertible Notes outstanding at March 31, 2026 and at December 31, 2025 was $11,540 and $11,982, respectively. The non-cash gain of $519 and $28 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2026 and 2025, respectively. The Company incurred total interest expense related to the Dragonfly Seller Convertible Notes of $276 and $251 during the three months ended March 31, 2026 and 2025, respectively.

Era Convertible Notes

Second Era Convertible Note

The Company issued a senior subordinated convertible note to an affiliate of Era ("Era II"), for $5,500 on November 12, 2024 (the "Second Era Convertible Note"). The Second Era Convertible Note had a maturity date of November 12, 2027 and a cash interest rate equal to the applicable federal rate published by the Internal Revenue Service beginning on May 12, 2025. The Company issued 212,427 shares of common stock to Era II (the "Second Era Convertible Note Success Fee Shares") as a success fee and 54,166 shares of common stock to Northland Securities, Inc. to cover brokerage fees incurred by Era II in connection with its liquidating (i) any shares of common stock underlying the Second Era Convertible Note and the Second Era Convertible Note Success Fee Shares and (ii) the shares of common stock underlying the First Era Convertible Note as well as shares of common stock issued pursuant to the Co-Pilot Agreement.

On December 18, 2024 and December 27, 2024 the Company converted all of the outstanding principal of the Second Era Convertible Note and issued Era II, in aggregate, 448,106 shares of common stock. Accordingly, the Company had no obligations outstanding related to the Second Era Convertible Note at December 31, 2024 or any time thereafter.

The Company elected to account for the Second Era Convertible Note using the fair value option. The Second Era Convertible Note was recorded at its acquisition date fair value of $5,500. The non-cash loss of $2,973 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the fourth quarter of 2024. In January 2025, Era II returned 89,288 shares of common stock pursuant to the terms of the Second Era Convertible Note.

Third Era Convertible Note

The Third Era Convertible Note was issued in an aggregate principal amount of $5,769, with cash interest accruing at a rate equal to the applicable federal rate published by the Internal Revenue Service beginning on September 17, 2025. All principal and unpaid interest mature on March 17, 2028. The Company received no cash from the Third Era Convertible Note because it was exchanged for the Purchased Original Notes.

The Third Era Convertible Note is contractually subordinated to the Company’s obligations under its senior secured indebtedness, and accordingly the Company’s right to make certain cash payments in connection therewith is limited by the terms of such subordination agreement. Beginning on the six-month anniversary of the issuance of the applicable Third Era Convertible Note, the Exchange Investor may convert such Third Era Convertible Note into shares (the “Conversion Shares”) of the Company's Class A Common Stock, based on the volume weighted average market price of the Class A Common Stock for the 30 consecutive trading day period prior to the date of conversion (the "Conversion Price"). In addition, subject to certain limitations, the Company may elect to convert the Third Era Convertible Note into Conversion Shares at the Conversion Price. The Exchange Notes provide for customary events of default, upon which repayment of the Exchange Notes may be accelerated.

Pursuant to the Exchange Agreement, the Company issued 216,337 shares of Common Stock (the “Third Era Convertible Note Fee Shares") to the Exchange Investor as an inducement for the Exchange Investor to exchange the Purchased Original Notes for the Third Era

Convertible Note. The Third Era Convertible Note Fee Shares are presented as temporary equity in the condensed consolidated balance sheet at their grant date fair value of $2,719.

As compensation for its brokerage services provided to the Exchange Investor, the Company also issued 25,000 shares of Common Stock to Northland Securities, Inc. (the “Brokerage Fee Shares”) with a fair value of $315 that was reflected as a non-cash charge within general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2025.

The Company elected to account for the Third Era Convertible Note using the fair value option. The Third Era Convertible Note was recorded at its acquisition date fair value of $4,728. The fair market value of the Third Era Convertible Note was $4,914 at March 31, 2025. The non-cash loss of $186 was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2025.

On August 12, 2025, the Company retired all of the outstanding obligations under the Third Era Convertible Note by paying the holders $8,176 in cash. In the third quarter of 2025, the Exchange Investor returned, and the Company subsequently cancelled, 182,250 shares of Class A Common Stock. Accordingly, the Company has no obligations outstanding related to the Third Era Convertible Note at December 31, 2025 or any time thereafter.

Total Debt

The following table summarizes the total estimated fair value of the Company's debt as of March 31, 2026 and December 31, 2025, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework.

 

 

March 31, 2026

 

 

December 31, 2025

 

2025 Senior Term Loan

 

$

71,999

 

 

$

70,985

 

2025 GPO Convertible Note

 

 

19,649

 

 

 

19,235

 

Convertible Debentures

 

 

23,005

 

 

 

26,663

 

Dragonfly Seller Convertible Notes

 

 

11,540

 

 

 

11,982

 

Total

 

$

126,193

 

 

$

128,865

 
v3.26.1
Stockholders' Equity and Temporary Equity
 3 Months Ended
Mar. 31, 2026
Stockholders' Equity Note [Abstract]  
Stockholders' Equity and Temporary Equity

Note 8. Stockholders’ Equity and Temporary Equity

Authorized Capital Stock

The Company's Class A common stock and public warrants are traded on the OTCID Basic Market under the symbols “NOTE” and “NOTE WS,” respectively. The Company’s charter authorizes the issuance of 1,809,000,000 shares, which includes Class A common stock, Class B common stock, and preferred stock.

Class A Common Stock

Pursuant to the Company’s charter, the Company is authorized to issue 1,700,000,000 shares of Class A common stock, par value $0.0001 per share. As of March 31, 2026, the Company had 18,711,237 shares of Class A common stock issued and outstanding.

Additionally, the Company has outstanding warrants to purchase shares of New FiscalNote Class A common stock that became exercisable upon the Closing of the Business Combination. See Note 10, Warrant Liabilities.

Class B Common Stock

Pursuant to the Company’s charter, the Company is authorized to issue 9,000,000 shares of Class B common stock, par value $0.0001 per share. As of March 31, 2026, the Company had 690,909 shares of Class B common stock issued and outstanding.

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 100,000,000 shares of preferred stock, par value $0.0001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. No preferred stock has been issued to date.

Dividends

The Company's Class A and Class B common stock are entitled to dividends if and when any dividend is declared by the Company's board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of the Company's business and has no current plans to pay cash dividends for the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Company's board of directors and will depend on, among other things, the Company's financial condition,

results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Company's board of directors may deem relevant.

Temporary Equity

As discussed in Note 7, Debt, the Company issued 216,337 shares of common stock to the Exchange Investor as an inducement for the Exchange Investor to exchange the Purchased Original Notes for the Third Era Convertible Note. Pursuant to ASC 480, “Distinguishing Liabilities from Equity”, the Company has presented the Third Era Convertible Note Fee Shares as temporary equity as they are not mandatorily redeemable on the issuance date but they are redeemable at an unknown time in the future upon an event that is outside of the control of the Company. In the third quarter of 2025, the Exchange Investor returned, and the Company subsequently cancelled, 182,580 shares of Class A Common Stock.

v3.26.1
Earnout Shares and RSUs
 3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Earnout Shares and RSUs

Note 9. Earnout Shares and RSUs

The shareholders and other equity holders of Old FiscalNote as described below are entitled to receive up to 1,599,591 additional shares of Class A Common Stock of New FiscalNote (the “Earnout Awards”) in the form of Earnout Shares or as shares reserved for issuances upon settlement of Earnout RSUs, as described below. The Earnout Awards are split into five tranches each consisting of 319,918 shares of Class A Common Stock in New FiscalNote. Certain Old FiscalNote equity holders will receive Earnout Restricted Stock Units (the “Earnout RSUs”), which are settled in Class A common stock. The right to receive Earnout Awards will expire on July 29, 2027 (the “Earnout Period”). Each tranche of the Earnout Awards will be issued only when the dollar volume-weighted average price of one share of New FiscalNote Class A common stock is greater than or equal to $126.00, $150.00, $180.00, $240.00, or $300.00, respectively, for any 10 trading days within any period of 20 consecutive trading days during the Earnout Period (collectively, the “Triggering Events”).

A portion of the Earnout Shares that may be issued to Old FiscalNote common stockholders, Old FiscalNote vested option holders and Old FiscalNote warrant holders and all of the Earnout RSUs were determined to represent additional compensation for accounting purposes pursuant to ASC 718, “Compensation-Stock Compensation”. The Company recognizes stock-compensation expense based on the fair value of the Earnout Awards over the requisite service period for each tranche. The Company recognized $42 of share-based compensation expense during the three months ended March 31, 2025. The remaining Earnout Shares were determined to represent an equity transaction in conjunction with the reverse recapitalization and were evaluated pursuant to ASC 480, “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”. These remaining Earnout Shares are accounted for as a liability as the arrangement is indexed to something other than the Company’s stock. The liability is revalued at each reporting period with changes being recorded as a non-operating gain or loss in the condensed consolidated statements of operations and comprehensive income (loss). The liability of $68 was recorded in other non-current liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

As of March 31, 2026, there was no unrecognized compensation expense related to the Earnout Awards. As of March 31, 2026, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred.
v3.26.1
Warrant Liabilities
 3 Months Ended
Mar. 31, 2026
Warrants and Rights Note Disclosure [Abstract]  
Warrant Liabilities 10. Warrant Liabilities

As a result of the Reverse Stock Split, and pursuant to the terms of the applicable warrant agreement, at March 31, 2026, the Company had 8,358,964 public warrants outstanding to purchase a total of 1,094,625 shares of Class A common stock and 7,000,000 private placement warrants outstanding to purchase a total of 916,666 shares of Class A common stock, with each whole warrant being exercisable to purchase 0.130952 shares of Class A common stock at an effective price per share of $87.82 per whole share.

During the three months ended March 31, 2026, no public warrants were exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of March 31, 2026, the Company had 8,358,964 public warrants and 7,000,000 private placement warrants outstanding with a per share fair value of $0. These warrants are accounted for as a liability and have a fair value of $0 at March 31, 2026 and $477 as of December 31, 2025, respectively.
v3.26.1
Stock-Based Compensation
 3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation

Note 11. Stock-Based Compensation

2022 Long-Term Incentive Plan

In connection with the Business Combination, the Company's board of directors adopted, and its stockholders approved, the 2022 Long-Term Incentive Plan (the “2022 Plan”) under which 1,690,466 shares of Class A common stock were initially reserved for issuance. Effective December 31, 2024, the 2022 Plan was amended to (i) effectuate a one-time increase of 333,333 shares authorized for issuance under the 2022 Plan and (ii) revise the “evergreen” provision of the 2022 Plan such that the number of shares of Class A common stock that are automatically added to the 2022 Plan on January 1st of each year will be increased up to the lesser of (a) five percent (5%) of the total number of shares of Class A common stock outstanding on December 31st of the preceding calendar year or (b) 1,126,977 shares of Class A Common Stock (the “2022 Plan Amendment”). The 2022 Plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other stock-based awards and cash-based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2022 Plan increases on the first day of each calendar year, continuing through and including January 1, 2027, by the lesser of (a) 1,126,977, (b) three percent (3%) prior to the 2022 Plan Amendment and five percent (5%) after the 2022 Plan Amendment, in each case, of the total number of shares of Class A Common Stock outstanding on December 31st of the immediately preceding fiscal year or (c) a lesser number determined by the Company’s board of directors prior to January 1 of a given year. In accordance with this provision, on January 1, 2025, the number of shares authorized for issuance under the 2022 Plan increased by 928,309. There was no increase on January 1, 2026 in the number of shares authorized for issuance under the 2022 Plan as the Company has hit its limit.

During the three months ended March 31, 2026, the Company issued 182,631 restricted stock units. At March 31, 2026, 572,357 stock options, 206,723 performance stock options, 1,042,923 restricted stock units, and 10,832 performance based restricted stock units remain outstanding. As of March 31, 2026, the Company had 264,203 shares of Class A common stock available for issuance under the 2022 Plan.

The Company recognized $3,007 and $3,254 of stock-based compensation expense for all long term incentive plans in effect during the three months ended March 31, 2026 and 2025, respectively.

2022 Employee Stock Purchase Plan

In connection with the Business Combination, the Company’s board of directors adopted, and its stockholders approved, the 2022 Employee Stock Purchase Plan (the “ESPP”) whereby eligible employees may authorize payroll deductions of up to 15% of their regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering period or on the last day of the six-month offering period. The plan is defined as compensatory, and accordingly, a stock-based compensation charge of $0 and $44 was recorded as the difference between the fair market value and the discounted purchase price of the Company's common stock for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, 124,571 shares have been issued under the ESPP and the Company had 484,558 shares of Class A common stock available for issuance under the ESPP.

2024 Inducement Plan Grants

In 2024, the Company's board of directors adopted the 2024 Inducement Equity Incentive Plan (the “Plan”). The plan allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, other stock-based awards and cash-based awards. Under the Plan, 41,666 shares of Class A common stock were initially reserved for issuance.

During 2024, the Company issued 16,666 stock options and 25,000 restricted stock units. At March 31, 2026, 16,666 stock options and 11,465 restricted stock units remain outstanding. The Company recognized $34 of stock-based compensation expense for this plan in effect during the three months ended March 31, 2026 and 2025, respectively.

Withholding Taxes on Equity Awards

In connection with the settlement of equity awards, the Company records a non-cash liability and corresponding APIC adjustment for the withholding taxes on net share settlement of stock-based compensation and option exercises until such time as those taxes have been remitted to the respective taxing authorities.

v3.26.1
Earnings (Loss) Per Share
 3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 12. Earnings (Loss) Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to twenty-five votes per share. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net loss per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.

Earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company's net (loss) income used in computing basic and diluted earnings per share. Diluted (loss) earnings per share considers the impact of potentially dilutive securities.

The following is a calculation of the basic and diluted loss per share for the Company's common stock, including a reconciliation between net loss attributable to common stockholders used for Basic EPS and Diluted EPS for the three months ended March 31, 2026 and 2025:

(in thousands, except share and per share data)

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Basic and Diluted Loss Per Share

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net loss used to compute basic and diluted loss per share

 

$

(43,613

)

 

$

(4,250

)

Denominator:

 

 

 

 

 

 

Weighted average common stock outstanding used in basic and diluted EPS computations

 

 

18,245,337

 

 

 

12,607,440

 

Loss per share, basic and diluted

 

$

(2.39

)

 

$

(0.34

)

Since the Company was in a net loss position during the three months ended March 31, 2026 and 2025, basic net loss per share attributable to common stockholders is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potential common shares excluded from the diluted net loss per share calculation included convertible debentures, earnout awards, restricted stock units, stock options, employee stock purchase plan shares, and convertible notes (including the GPO convertible note and Dragonfly convertible note) outstanding during the period, as described in Note 7, Debt, Note 9, Earnout Shares and RSUs, and Note 11, Stock-Based Compensation.
v3.26.1
Provision (Benefit) from Income Taxes
 3 Months Ended
Mar. 31, 2026
Income Tax Disclosure [Abstract]  
Provision (Benefit) from Income Taxes

Note 13. Provision (Benefit) from Income Taxes

Effective Tax Rate

The Company computes its quarterly and year-to-date provisions for income taxes by applying the estimated effective tax rates to the quarterly and year-to-date pre-tax income or losses and adjusting the provisions for discrete tax items recorded in the periods. For the three

months ended March 31, 2026 the Company reported a tax benefit of $201 on a pre-tax loss of $43,814, which resulted in an effective tax rate of 0.46 percent. The Company’s effective tax rate differed from the U.S. statutory rate of 21% primarily due to the impact of a valuation allowance on the Company’s deferred tax assets.

For the three months ended March 31, 2025, the Company reported a tax benefit of $39 on a pre-tax income of $4,289, which resulted in an effective tax rate of 0.91 percent. The Company’s effective tax rate differed from the U.S. statutory rate of 21% due to the impact of a valuation allowance on the Company’s deferred tax assets and the sale of businesses discussed in Note 3, Dispositions. During the three months ended March 31, 2025, the Company recorded a discrete tax charge for the impact of the sale of Dragonfly and Oxford Analytica of $281.

Unrecognized Tax Benefits and Other Considerations

The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues arising in the Company's tax audits progress in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. For the three months ended March 31, 2025, the Company reported an uncertain tax position totaling $832 relating to a deduction for shares distributed for services associated with the payment of convertible debt.
v3.26.1
Fair Value Measurements and Disclosures
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Disclosures

Note 14. Fair Value Measurements and Disclosures

Fair value is defined as the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date. Accounting standards utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels, which are described below:

•
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets
•
Level 2 – Observable inputs other than quoted prices that are either directly or indirectly observable for the asset or

liability

•
Level 3 – Unobservable inputs that are supported by little or no market activity

The carrying value of cash and cash equivalents (including investments with an original maturity of three months or less at the date of purchase), restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximates fair value because of the short-term nature of the instruments.

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2026 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

7,409

 

 

$

-

 

 

$

-

 

 

$

7,409

 

Short-term investments

 

 

-

 

 

 

2,004

 

 

 

-

 

 

 

2,004

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

2025 GPO Convertible Note

 

$

-

 

 

$

-

 

 

$

19,649

 

 

$

19,649

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

11,540

 

 

 

11,540

 

Convertible Debentures

 

 

-

 

 

 

-

 

 

 

23,005

 

 

 

23,005

 

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2025 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

9,208

 

 

$

-

 

 

$

-

 

 

$

9,208

 

Short-term investments

 

 

-

 

 

 

1,995

 

 

 

-

 

 

 

1,995

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

260

 

 

$

-

 

 

$

-

 

 

$

260

 

Private placement warrants

 

 

-

 

 

 

217

 

 

 

-

 

 

 

217

 

2025 GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

19,235

 

 

 

19,235

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

11,982

 

 

 

11,982

 

Convertible Debentures

 

 

-

 

 

 

-

 

 

 

26,663

 

 

 

26,663

 

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

 

 

2025 GPO Convertible Note

 

 

Dragonfly Seller Convertible Notes

 

 

Convertible Debentures

 

Balance at December 31, 2025

 

$

19,235

 

 

$

11,982

 

 

$

26,663

 

Change in fair value included in the determination of net loss (income)

 

 

414

 

 

 

(519

)

 

 

(1,352

)

Paid in kind interest

 

 

-

 

 

 

276

 

 

 

-

 

Note and interest conversion

 

 

-

 

 

 

-

 

 

 

(2,306

)

Foreign exchange

 

 

-

 

 

 

(199

)

 

 

-

 

Balance at March 31, 2026

 

$

19,649

 

 

$

11,540

 

 

$

23,005

 

 

 

Short-Term Investments

The fair value of the short-term investments is based on the quoted market price of the securities on the valuation date. As of March 31, 2026, the estimated fair value of the short-term investments was $2,004. The Company recognized a non-cash gain of $1 and a non-cash loss of $52 for the three months ended March 31, 2026 and 2025, respectively, resulting from the change in fair value of the short-term investments. The change in fair value is recorded in the condensed consolidated statements of operations and comprehensive income (loss).

Public Warrants

The fair value of the public warrants is based on the quoted market price of such warrants on the valuation date. As of March 31, 2026 and December 31, 2025, the estimated fair value of the public warrants was $0 and $260, respectively. The Company recognized a non-cash gain of $260 and a non-cash loss of $84 during the three months ended March 31, 2026 and 2025, respectively, resulting from the change in fair value of the public warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss).

Private Placement Warrants

As of March 31, 2026 and December 31, 2025, the estimated fair value of the private warrants was $0 and $217, respectively. The Company recognized a non-cash gain of $217 and a non-cash loss of $70 during the three months ended March 31, 2026 and 2025, respectively, resulting from the change in fair value of the private warrants. The change in fair value is recorded in change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss).

2025 GPO Note / Prior GPO Convertible Note

The Prior GPO Convertible Note was recognized as a liability on its June 30, 2023 issuance date at its estimated fair value of $36,583. The Prior GPO Convertible Note estimated fair value at March 31, 2025 was $35,704 and was determined based on lattice models. The non-cash loss of $820 for the three months ended March 31, 2025 was recorded in the change in the fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss). On August 12, 2025, the Company extinguished $30,000 of the Prior GPO Convertible Note with a $27,000 cash payment and issued the 2025 GPO Note. The 2025 GPO Note was recognized as a liability at its estimated fair value of $18,865 at its issuance date of August 12, 2025, $19,235 at December 31, 2025, and $19,649 at March 31, 2026, respectively. The non-cash gain of $414 for the three months ended March 31, 2026 was recorded in the change in the fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss).

The estimated fair value of the 2025 GPO Convertible Note was determined based on a trinomial lattice model. The following table presents the assumptions used to determine the fair value of the 2025 GPO Convertible Note at March 31, 2026 and at December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Common stock share price

 

$

0.26

 

 

$

1.47

 

Risk free rate

 

 

3.8

%

 

 

3.6

%

Yield

 

 

18.3

%

 

 

16.2

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

3.6

 

 

 

3.9

 

Dragonfly Seller Convertible Notes

The Dragonfly Seller Convertible Notes were recognized as a liability in connection with the acquisition on January 27, 2023 at a fair value of $8,635. As of March 31, 2026 and December 31, 2025, the estimated fair value of the Dragonfly Seller Convertible Notes were $11,540 and $11,982. The non-cash gain of $519 and $28 (excluding the non-cash gain recognized from the January 2025 conversion) was recorded in the change in fair value of financial instruments in the condensed consolidated statements of operations and comprehensive income (loss) during the three months ended March 31, 2026 and 2025, respectively. The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Common stock share price

 

$

0.26

 

 

$

1.47

 

Risk free rate

 

 

3.8

%

 

 

3.5

%

Yield

 

 

19.9

%

 

 

16.6

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

1.8

 

 

 

2.1

 

Convertible Debentures

The initial tranche of the Convertible Debentures was recognized as a liability on the August 12, 2025 issuance date at its estimated fair value of $18,900 using a Monte Carlo simulation. The second tranche of the Convertible Debentures was recognized as a liability on September 11, 2025 at its estimated fair value of $11,000, using a Monte Carlo simulation. At March 31, 2026 and December 31, 2025, the estimated fair value of the Convertible Debentures were $23,005 and $26,663, respectively. The non-cash loss of $1,352 was recorded in the change in the fair value of financial instruments in the condensed consolidated statement of operations for the three months ended

March 31, 2026. The following table presents the assumptions used to determine the fair value of the Convertible Debentures at March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Common stock share price

 

$

0.26

 

 

$

1.47

 

Risk free rate

 

3.68% and 3.69% (a)

 

 

3.48% (a)

 

Yield

 

 

113.00

%

 

 

101.50

%

Expected volatility

 

 

135.00

%

 

 

111.00

%

Expected term (years)

 

0.87 and 0.95 (a)

 

 

1.1 and 1.2 (a)

 

(a) - Includes both the First and Second Convertible Debenture

Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company’s long-lived assets, including property and equipment, intangible assets and goodwill are measured at fair value on a non-recurring basis when an impairment has occurred. Excluding the impairment of goodwill as disclosed in Note 6, Goodwill, no other impairment charges were recorded during the three months ended March 31, 2026 and 2025. There were no transfers of assets or liabilities between levels during the three months ended March 31, 2026 and 2025. Changes to fair value are recognized as income or expense in the condensed consolidated statements of operations and comprehensive loss.
v3.26.1
Related Party Transactions
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions

Note 15. Related Party Transactions

Sublease income

In September 2024, the Company entered into a sublease agreement with a third party, Nitra. In July 2025, the Company amended the initial sublease to include additional space. Our Co-Founder and Executive Chairman is also a board member at Nitra. During the three months ended March 31, 2026 and 2025, we received income from Nitra of approximately $35 and $27, respectively.
v3.26.1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 16. Commitments and Contingencies

Legal Proceedings

From time to time the Company is a party to various disputes, claims, lawsuits and other regulatory and legal matters, including both asserted and unasserted legal claims, in the ordinary course of business. The status of each such matter, referred to herein as a loss contingency, is reviewed and assessed in accordance with applicable accounting rules regarding the nature of the matter, the likelihood that a loss will be incurred, and the amounts involved.

Legal fees are recognized as incurred when the legal services are provided, and therefore are not recognized as part of the loss contingency.
v3.26.1
Subsequent Events
 3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 17. Subsequent Events

The Company has evaluated subsequent events through May 11, 2026, the date that the financial statements were available to be issued.

 

On April 13, 2026, the Company’s Class A common stock was delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until May 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on May 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan, at which point the 2025 Senior Term Loan lenders may exercise rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.
v3.26.1
Summary of Business and Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Description of Business

Description of Business

FiscalNote delivers deep expertise in legislative tracking, regulatory analysis, and stakeholder engagement through PolicyNote, our flagship platform. Built to ensure a complete, real-time view of the policy landscape, PolicyNote delivers extensive policy data integrated with AI-powered monitoring and expert analysis, fueled by the trusted reporting of CQ and Roll Call, and coupled with the grassroots mobilization power of VoterVoice. Our PolicyNote suite rapidly provides users with the clarity on the policy landscape needed to make an impact. In our core products, we ingest unstructured data on legislative and regulatory developments, and overlay that data with our sophisticated in-house AI and data science expertise to deliver structured, relevant and actionable information that facilitates and informs our customers’ key operational and strategic decisions. In addition, as the way organizations consume policy data and analysis changes, we are leveraging our policy domain expertise to expand into political prediction markets and enhancing our API offerings to enable organizations to incorporate our policy intelligence directly into their internally-developed systems.
Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet and its results of operations, including its comprehensive loss, temporary equity, stockholders' equity (deficit), and cash flows. All adjustments are of a normal recurring nature. The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any subsequent quarters or for the fiscal year ending December 31, 2026. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Reverse Stock Split

Reverse Stock Split

On August 22, 2025, the Board approved a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the Company’s Common Stock. On August 28, 2025, the Company filed a certificate of amendment to its Certificate of Incorporation (as amended from time to time, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Company’s Class A Common Stock began trading on a split-adjusted basis at market open on September 2, 2025 under the existing symbol “NOTE”.

As a result of the Reverse Stock Split, every 12 shares of the Company’s Common Stock issued and outstanding as of the effective time of the Reverse Stock Split were automatically converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder received a cash payment in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Class A Common Stock (as adjusted for the Reverse Stock Split) on the New York Stock Exchange (“NYSE”) on August 29, 2025, the last trading day immediately preceding the effective time of the Reverse Stock Split.

Further, proportionate adjustments were made to the number of shares of Common Stock underlying the Company’s outstanding equity awards and the number of shares issuable under the Company’s equity incentive plans and existing agreements, as well as the exercise price and/or any stock price goals, as applicable. The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The Company’s publicly traded warrants were traded on the NYSE under the symbol “NOTE.WS” and are now traded on the OTCID Basic Market. However, pursuant to the terms of the applicable warrant agreement, the number of shares of Class A Common Stock issuable on exercise of each warrant was proportionately decreased. Specifically, following effectiveness of the Reverse Stock Split, every warrant to purchase 1.571428 shares of Class A Common Stock (the exchange ratio in place immediately prior to the Reverse Stock Split) now represents the right to purchase 0.130952 shares of Class A Common Stock. Accordingly, the effective per share exercise price is $87.82.

All share and per share amounts in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.
Liquidity and Going Concern

Liquidity and Going Concern

In accordance with Accounting Standards Codification Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, when considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s cash, cash equivalents, restricted cash, and short-term investments were $26,473 at March 31, 2026, compared with $26,947 at December 31, 2025. Further, the Company had a negative working capital balance of $138,983 (excluding cash and short-term investments) at March 31, 2026 and had an accumulated deficit of $915,759 and $872,146 as of March 31, 2026 and December 31, 2025, respectively, and incurred net losses of $43,613 and net losses (excluding the effect of the gain on sale of businesses) of $19,993 for the

three months ended March 31, 2026 and 2025, respectively. Historically, the Company’s cash flows from operations have not been sufficient to fund its current operating model and the Company partially funded its operations through raising equity and debt and selling assets (see Note 3, Dispositions).

On January 31, 2026 the Company did not meet its 2025 Senior Term Loan minimum annualized recurring revenue financial covenant requirement. On March 23, 2026, the Company entered into Amendment No. 1 of the 2025 Senior Term Loan, which among other things, (a) waived the event of default arising from the Company’s failure to satisfy the annualized recurring revenue covenant at January 31, 2026, (b) revised the minimum thresholds for annualized recurring revenue and consolidated adjusted EBITDA and reduced minimum liquidity requirements through March 31, 2027, (c) revised the Company’s interest and principal repayment requirements, and (d) require the Company to prepay $20,000 of principal no later than March 31, 2027. See Note 7, Debt for additional details). If the Company does not amend its financial covenants under the 2025 Senior Term Loan before April 1, 2027, it is probable the Company will not be able to meet its then required financial covenants.

On April 13, 2026, the Company’s Class A common stock and warrants to purchase 0.131 shares of Class A Common Stock, with an exercise price of $11.50 per share of Class A Common Stock were delisted from the New York Stock Exchange (the “NYSE”). The NYSE delisting caused events of default under the YA Convertible Notes and the 2025 GPO Convertible Note (together, the “Subordinated Notes”). On April 21, 2026, the Company entered into forbearance agreements with each of GPO FN Noteholder, LLC (“GPO”) and YA II PN, Ltd (together with GPO, the “Subordinated Creditors”), pursuant to which the Subordinated Creditors have agreed to waive defaults under the terms of subordinated convertible debt instruments issued to the Subordinated Creditors arising from the NYSE delisting, and to forbear from exercising any rights relating to such defaults, until May 21, 2026. If no action is taken, and the forbearance agreements with the Subordinated Creditors are not extended, on May 22, 2026 the Company will also be in default of its 2025 Senior Term Loan due to the cross-default provision within the 2025 Senior Term Loan, at which point the 2025 Senior Term Loan lenders may exercise rights, which could include the immediate repayment of the amount outstanding under the 2025 Senior Term Loan.

These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern and meet the Company’s obligations as they become due within one year after the date the financial statements are issued.

In response to the foregoing conditions, management has identified the following plans intended to alleviate the substantial doubt about the Company’s ability to continue as a going concern: (a) renegotiating or amending existing debt obligations, including the Subordinated Notes, to extend maturities, early convert, or otherwise restructure repayment terms; (b) pursuing the sale of assets or business units to generate liquidity and reduce outstanding indebtedness; (c) pursuing opportunities to list its Common Stock on other tiers or exchanges that offer further improvements to investor access and liquidity which would also cure the event of default under the Subordinated Notes; and (d) conducting one or more equity offerings to raise additional capital to fund operations and satisfy obligations. Management’s plans must also generate sufficient cash to, among other things, fund the Company’s operations, while also maintaining compliance with its liquidity covenant, and fulfill the $20,000 principal prepayment required pursuant to Amendment No. 1 of the 2025 Senior Term Loan which is due no later than March 31, 2027; which at this time the Company has no ability to satisfy. If successful, management believes this plan will position the Company to have adequate cash and cash flows to support its future operations. However, at this time management concluded that its plans do not alleviate substantial doubt, as there can be no assurance that any of these plans will be successfully implemented on acceptable terms, or at all.

If the Company raises funds in the future by issuing equity securities, dilution to stockholders will occur and may be substantial. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If the Company raises funds in the future by issuing additional debt securities, these debt securities could have rights, preferences, and privileges senior to those of common stockholders. The terms of any additional debt securities, borrowings, and/or debt amendments could impose significant restrictions on the Company’s operations. The capital markets have experienced in the past, and may experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing. There can be no assurance that any necessary additional financing in the future will be available on terms acceptable to the Company, or at all.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Segments

Segments

The Company is a leading provider of artificial intelligence ("AI") driven global policy and regulatory intelligence solutions and operates out of a single operating segment. The Company derives revenues from customers by delivering critical, actionable legal and policy insights in a rapidly evolving political, regulatory and macroeconomic environment.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net (loss) income that also is reported on the income statement as consolidated net (loss) income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The Company does not have intra-equity sales or transfers. The Company operates as a single operating segment as the chief operating decision maker manages the business activities on a consolidated basis.

The primary financial measures used by the CODM to evaluate performance and allocate resources are net income (loss) and operating income (loss). The CODM uses net income (loss) and operating income (loss) to evaluate the performance of the Company's ongoing operations and as part of the Company's internal planning and forecasting processes. Information on Net income (loss) and Operating income (loss) is disclosed in the Condensed Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Condensed Consolidated Statements of Operations.

The CODM does not evaluate performance or allocate resources based on assets of the single segment, and therefore such information is not presented in the notes to the financial statements.
Earnings per Share

Earnings per Share

Basic earnings per share ("EPS") is calculated by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period without consideration for common stock equivalents. Diluted EPS is computed by dividing the net income or loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period and the weighted average number of dilutive common stock equivalents outstanding for the period determined using the if-converted method (convertible debt instruments) or treasury-stock method (warrants and share-based payment arrangements). For purposes of this calculation, common stock issuable upon conversion of debt, options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive.
Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company has elected the fair value option for the 2025 GPO Convertible Note, GPO Convertible Note, Dragonfly Seller Convertible Notes, Convertible Debentures and the Era Convertible Notes, refer to Note 7, Debt for further details. The Company records changes in fair value through the condensed consolidated statement of operations where the portion of the change that results from a change in the instrument-specific credit risk is recorded separately in accumulated other comprehensive income, if applicable. Additionally, under the fair value option, all issuance costs are expensed in the period that the debt is incurred.

Investments

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the condensed consolidated statement of operations. The Company is able to easily liquidate these into cash; accordingly, the Company has presented these investments as available for current operations and they are presented as short-term investments within current assets in the condensed consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Concentration Risks

Concentrations of Risks

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company generally maintains its cash and cash equivalents with various nationally recognized financial institutions. The Company’s cash and cash equivalents at times exceed amounts guaranteed by the Federal Deposit Insurance Corporation. The Company considers cash on deposit and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At March 31, 2026, approximately 69% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days billings are past due, collection history of each customer, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in sales and marketing expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to deferred revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. As of March 31, 2026 and December 31, 2025, allowance for credit losses of $1,426 and $1,454, respectively, was included in the accounts receivable, net balance.

No single customer accounted for more than 10% of the Company's accounts receivable balance as of March 31, 2026 and December 31, 2025. Revenues derived from the U.S. Federal Government were 19% and 18% of revenues for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, assets located in the United States were approximately 98% and 99% of total assets, respectively.

As of March 31, 2026 and December 31, 2025, one vendor accounted for more than 10% of the Company's accounts payable balance. During the three months ended March 31, 2026 and 2025, one vendor represented more than 10% of the total purchases made.
Recent Accounting Pronouncements Not Yet Effective

Recent Accounting Pronouncements Not Yet Effective

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) as amended by ASU 2025-01, which requires public entities to disclose disaggregated information about certain income statement line items in the notes to the financial statements. For public entities, ASU 2024-03 is required to be adopted for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In September 2025, the FASB issued ASU No. 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software. The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating this ASU to determine its impact on the Company.
v3.26.1
Revenues (Tables)
 3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue

The following table depicts the Company's disaggregated revenue for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Subscription

 

$

19,053

 

 

$

25,232

 

Advisory

 

 

329

 

 

 

1,063

 

Advertising

 

 

254

 

 

 

455

 

Other revenue

 

 

389

 

 

 

761

 

Total

 

$

20,025

 

 

$

27,511

 
Schedule of Revenue by Geographic Operations

The following table depicts the Company’s revenue by geographic operations for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

North America

 

$

18,775

 

 

$

21,910

 

Rest of the world

 

 

1,250

 

 

 

5,601

 

Total

 

$

20,025

 

 

$

27,511

 
Schedule of Deferred Revenue

Details of the Company’s deferred revenue for the periods presented are as follows:

Balance at December 31, 2024

 

$

35,475

 

Sale of Dragonfly and Oxford Analytica

 

 

(7,342

)

Revenue recognized in the current period from amounts in the prior balance

 

 

(17,472

)

New deferrals, net of amounts recognized in the current period

 

 

25,621

 

Effects of foreign currency

 

 

277

 

Balance at March 31, 2025

 

$

36,559

 

 

 

 

 

Balance at December 31, 2025

 

$

30,044

 

Revenue recognized in the current period from amounts in the prior balance

 

 

(13,408

)

New deferrals, net of amounts recognized in the current period

 

 

18,142

 

Effects of foreign currency

 

 

(54

)

Balance at March 31, 2026

 

$

34,724

 
v3.26.1
Leases (Tables)
 3 Months Ended
Mar. 31, 2026
Leases [Abstract]  
Summary of Lease Expense

The following table details the composition of lease expense for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Operating lease cost

 

$

968

 

 

$

1,075

 

Variable lease cost

 

 

93

 

 

 

56

 

Short-term lease cost

 

 

5

 

 

 

40

 

Total lease costs

 

$

1,066

 

 

$

1,171

 

Sublease income

 

$

(35

)

 

$

(27

)
v3.26.1
Intangible Assets (Tables)
 3 Months Ended
Mar. 31, 2026
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class

The following table summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets by major class:

 

 

March 31, 2026

 

 

December 31, 2025

 

 

Weighted Average

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Remaining Useful Life (Years) March 31, 2026

 

Customer relationships

 

$

66,558

 

 

$

(37,084

)

 

$

29,474

 

 

$

66,570

 

 

$

(35,899

)

 

$

30,671

 

 

 

6.7

 

Developed technology

 

 

21,726

 

 

 

(18,879

)

 

 

2,847

 

 

 

21,738

 

 

 

(18,738

)

 

 

3,000

 

 

 

4.8

 

Databases

 

 

29,143

 

 

 

(15,583

)

 

 

13,560

 

 

 

29,145

 

 

 

(15,068

)

 

 

14,077

 

 

 

6.6

 

Tradenames

 

 

9,325

 

 

 

(5,250

)

 

 

4,075

 

 

 

9,325

 

 

 

(5,090

)

 

 

4,235

 

 

 

6.4

 

Patents

 

 

871

 

 

 

(252

)

 

 

619

 

 

 

871

 

 

 

(248

)

 

 

623

 

 

 

16.9

 

Content library

 

 

592

 

 

 

(257

)

 

 

335

 

 

 

592

 

 

 

(242

)

 

 

350

 

 

 

5.7

 

Total

 

$

128,215

 

 

$

(77,305

)

 

$

50,910

 

 

$

128,241

 

 

$

(75,285

)

 

$

52,956

 

 

 

 
Schedule of Expected Future Amortization Expense for Intangible Assets

The expected future amortization expense for intangible assets as of March 31, 2026 is as follows:

2026 (remainder)

 

$

6,134

 

2027

 

 

8,178

 

2028

 

 

7,958

 

2029

 

 

7,688

 

2030

 

 

7,218

 

Thereafter

 

 

13,734

 

Total

 

$

50,910

 
Schedule of Capitalized Software Development Costs

Capitalized software development costs are as follows:

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

Capitalized software development costs

 

$

39,838

 

 

$

(27,134

)

 

$

12,704

 

 

$

38,284

 

 

 

(25,699

)

 

$

12,585

 
v3.26.1
Goodwill (Tables)
 3 Months Ended
Mar. 31, 2026
Goodwill [Roll Forward]  
Summary of Changes in Carrying Amounts of Goodwill

The changes in the carrying amounts of goodwill, which are generally not deductible for tax purposes, are as follows:

Balance at December 31, 2025

 

$

122,984

 

Impairment

 

 

(35,600

)

Impact of foreign currency

 

 

(26

)

Balance at March 31, 2026

 

$

87,358

 

 
v3.26.1
Debt (Tables)
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Summary of Carrying Value of Debt

The following presents the carrying value of the Company’s debt as of the respective period ends:

 

 

March 31, 2026

 

 

December 31, 2025

 

2025 Senior Term Loan

 

$

72,188

 

 

$

74,063

 

2025 GPO Convertible Note

 

 

19,649

 

 

 

19,235

 

Convertible Debentures

 

 

23,005

 

 

 

26,663

 

Dragonfly Seller Convertible Notes

 

 

11,540

 

 

 

11,982

 

Total gross debt

 

 

126,382

 

 

 

131,943

 

Debt issuance costs

 

 

(3,230

)

 

 

(3,495

)

Total

 

 

123,152

 

 

 

128,448

 

Less: Current maturities

 

 

(111,612

)

 

 

(2,813

)

Total Long-term debt

 

$

11,540

 

 

$

125,635

 
Summary of Estimated Fair Value of Debt

The following table summarizes the total estimated fair value of the Company's debt as of March 31, 2026 and December 31, 2025, respectively. These fair values are deemed Level 3 liabilities within the fair value measurement framework.

 

 

March 31, 2026

 

 

December 31, 2025

 

2025 Senior Term Loan

 

$

71,999

 

 

$

70,985

 

2025 GPO Convertible Note

 

 

19,649

 

 

 

19,235

 

Convertible Debentures

 

 

23,005

 

 

 

26,663

 

Dragonfly Seller Convertible Notes

 

 

11,540

 

 

 

11,982

 

Total

 

$

126,193

 

 

$

128,865

 
v3.26.1
Earnings (Loss) Per Share (Tables)
 3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
Components of Basic and Diluted Loss Per Share

The following is a calculation of the basic and diluted loss per share for the Company's common stock, including a reconciliation between net loss attributable to common stockholders used for Basic EPS and Diluted EPS for the three months ended March 31, 2026 and 2025:

(in thousands, except share and per share data)

 

Three Months Ended March 31,

 

 

 

2026

 

 

2025

 

Basic and Diluted Loss Per Share

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

Net loss used to compute basic and diluted loss per share

 

$

(43,613

)

 

$

(4,250

)

Denominator:

 

 

 

 

 

 

Weighted average common stock outstanding used in basic and diluted EPS computations

 

 

18,245,337

 

 

 

12,607,440

 

Loss per share, basic and diluted

 

$

(2.39

)

 

$

(0.34

)
v3.26.1
Fair Value Measurements and Disclosures (Tables)
 3 Months Ended
Mar. 31, 2026
Schedule of Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2026 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

7,409

 

 

$

-

 

 

$

-

 

 

$

7,409

 

Short-term investments

 

 

-

 

 

 

2,004

 

 

 

-

 

 

 

2,004

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

2025 GPO Convertible Note

 

$

-

 

 

$

-

 

 

$

19,649

 

 

$

19,649

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

11,540

 

 

 

11,540

 

Convertible Debentures

 

 

-

 

 

 

-

 

 

 

23,005

 

 

 

23,005

 

The following table presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2025 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

9,208

 

 

$

-

 

 

$

-

 

 

$

9,208

 

Short-term investments

 

 

-

 

 

 

1,995

 

 

 

-

 

 

 

1,995

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

260

 

 

$

-

 

 

$

-

 

 

$

260

 

Private placement warrants

 

 

-

 

 

 

217

 

 

 

-

 

 

 

217

 

2025 GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

19,235

 

 

 

19,235

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

11,982

 

 

 

11,982

 

Convertible Debentures

 

 

-

 

 

 

-

 

 

 

26,663

 

 

 

26,663

 
Summary of Changes in Fair Value of Level 3 Liabilities

The following table summarizes changes in fair value of the Company’s level 3 liabilities during the periods presented:

 

 

2025 GPO Convertible Note

 

 

Dragonfly Seller Convertible Notes

 

 

Convertible Debentures

 

Balance at December 31, 2025

 

$

19,235

 

 

$

11,982

 

 

$

26,663

 

Change in fair value included in the determination of net loss (income)

 

 

414

 

 

 

(519

)

 

 

(1,352

)

Paid in kind interest

 

 

-

 

 

 

276

 

 

 

-

 

Note and interest conversion

 

 

-

 

 

 

-

 

 

 

(2,306

)

Foreign exchange

 

 

-

 

 

 

(199

)

 

 

-

 

Balance at March 31, 2026

 

$

19,649

 

 

$

11,540

 

 

$

23,005

 

 
2025 GPO Convertible Note  
Summary of Inputs and Assumptions The following table presents the assumptions used to determine the fair value of the 2025 GPO Convertible Note at March 31, 2026 and at December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Common stock share price

 

$

0.26

 

 

$

1.47

 

Risk free rate

 

 

3.8

%

 

 

3.6

%

Yield

 

 

18.3

%

 

 

16.2

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

3.6

 

 

 

3.9

 
Dragonfly Seller Convertible Notes  
Summary of Inputs and Assumptions . The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Common stock share price

 

$

0.26

 

 

$

1.47

 

Risk free rate

 

 

3.8

%

 

 

3.5

%

Yield

 

 

19.9

%

 

 

16.6

%

Expected volatility

 

 

50.0

%

 

 

50.0

%

Expected term (years)

 

 

1.8

 

 

 

2.1

 
Convertible Debentures  
Summary of Inputs and Assumptions The following table presents the assumptions used to determine the fair value of the Convertible Debentures at March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

 

December 31, 2025

 

Common stock share price

 

$

0.26

 

 

$

1.47

 

Risk free rate

 

3.68% and 3.69% (a)

 

 

3.48% (a)

 

Yield

 

 

113.00

%

 

 

101.50

%

Expected volatility

 

 

135.00

%

 

 

111.00

%

Expected term (years)

 

0.87 and 0.95 (a)

 

 

1.1 and 1.2 (a)

 
v3.26.1
Summary of Business and Significant Accounting Policies- Additional Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2026
USD ($)
Segment
$ / shares
shares
Mar. 31, 2025
USD ($)
Dec. 31, 2025
USD ($)
Apr. 13, 2026
shares
$ / shares
Mar. 23, 2026
USD ($)
Aug. 22, 2025
$ / shares
shares
Significant Accounting Policies [Line Items]            
Effective price per share price of warrant after reverse stock split | $ / shares           $ 87.82
Cash, cash equalents, restricted cash, and short-term investments $ 26,473   $ 26,947      
Working capital deficit 138,983          
Accumulated deficit (915,759)   (872,146)      
Net losses excluding effect of gain on sale of businesses 43,613 $ 19,993        
Net loss $ (43,613) $ (4,250)        
Number of operating segments | Segment 1          
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember          
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description The chief operating decision maker assesses performance for the single operating segment and decides how to allocate resources based on net (loss) income that also is reported on the income statement as consolidated net (loss) income.          
Percentage of cash and cash equivalents held 69.00%          
Allowance for credit losses $ 1,426   $ 1,454      
Class A Common Stock            
Significant Accounting Policies [Line Items]            
Number of shares issuable per warrant prior to reverse stock split | shares           1.571428
Number of shares issuable per warrant after reverse stock split | shares 0.130952         0.130952
Effective price per share price of warrant after reverse stock split | $ / shares $ 87.82          
Class A Common Stock | Subsequent Event            
Significant Accounting Policies [Line Items]            
Number of shares purchasable per warrant | shares       0.131    
Exercise price | $ / shares       $ 11.5    
Accounts Receivable | Customer Concentration Risk | Customer One            
Significant Accounting Policies [Line Items]            
Concentration risk, percentage 10.00%   10.00%      
Revenue | Customer Concentration Risk | U.S. Federal Government            
Significant Accounting Policies [Line Items]            
Concentration risk, percentage 19.00% 18.00%        
Assets | Geographic Concentration Risk | Single Customer | United States            
Significant Accounting Policies [Line Items]            
Concentration risk, percentage 98.00%   99.00%      
Accounts Payable | Supplier Concentration Risk | One Vendor            
Significant Accounting Policies [Line Items]            
Concentration risk, percentage 10.00%   10.00%      
Purchases | Supplier Concentration Risk | One Vendor            
Significant Accounting Policies [Line Items]            
Concentration risk, percentage 10.00% 10.00%        
Amendment No. 1 and Waiver to 2025 Senior Term Loan            
Significant Accounting Policies [Line Items]            
Mandatory prepayment of loan $ 20,000       $ 20,000  
v3.26.1
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Disaggregation Of Revenue [Line Items]    
Total revenues $ 20,025 $ 27,511
Subscription    
Disaggregation Of Revenue [Line Items]    
Total revenues 19,053 25,232
Advisory    
Disaggregation Of Revenue [Line Items]    
Total revenues 329 1,063
Advertising    
Disaggregation Of Revenue [Line Items]    
Total revenues 254 455
Other Revenue    
Disaggregation Of Revenue [Line Items]    
Total revenues $ 389 $ 761
v3.26.1
Revenues - Revenue by Geographic Locations (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Disaggregation Of Revenue [Line Items]    
Total revenues $ 20,025 $ 27,511
North America    
Disaggregation Of Revenue [Line Items]    
Total revenues 18,775 21,910
Rest of the World    
Disaggregation Of Revenue [Line Items]    
Total revenues $ 1,250 $ 5,601
v3.26.1
Revenues - Additional Information (Details) - USD ($)
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Disaggregation Of Revenue [Line Items]        
Contract assets $ 244,000   $ 590,000 $ 1,240,000
Capitalized cost 301,000 $ 524,000    
Impairments of costs to obtain revenue contracts 0 0    
Revenue remaining performance obligation 68,684,000      
Sales and Marketing Expense        
Disaggregation Of Revenue [Line Items]        
Capitalized cost, amortization $ 694,000 $ 884,000    
Geographic Concentration Risk | Revenue | Revenue        
Disaggregation Of Revenue [Line Items]        
Concentration risk, percentage 5.00% 5.00%    
Geographic Concentration Risk | Revenue | United Kingdom        
Disaggregation Of Revenue [Line Items]        
Concentration risk, percentage 15.00%      
Geographic Concentration Risk | Revenue | Belgium        
Disaggregation Of Revenue [Line Items]        
Concentration risk, percentage 6.00% 4.00%    
v3.26.1
Revenues - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Contract with Customer, Liability [Abstract]    
Beginning balance $ 30,044 $ 35,475
Sale of Dragonfly and Oxford Analytica   (7,342)
Revenue recognized in the current period from amounts in the prior balance (13,408) (17,472)
New deferrals, net of amounts recognized in the current period 18,142 25,621
Effects of foreign currency (54) 277
Ending balance $ 34,724 $ 36,559
v3.26.1
Revenues - Additional Information (Details1)
Mar. 31, 2026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-04-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 9 months
Revenue, remaining performance obligation, expected timing of satisfaction, year 2026
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2027
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2028
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2029-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2029
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2030-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 2030
v3.26.1
Dispositions - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
May 02, 2025
Mar. 31, 2025
Mar. 31, 2026
Sep. 30, 2025
Mar. 31, 2025
Business Acquisition [Line Items]          
Sale of Businesses     $ 0   $ 15,743
TimeBase          
Business Acquisition [Line Items]          
Sale of Businesses       $ 1,325  
Prepayment and exit fees $ 197        
Net proceeds from sale of business 3,501        
Cash consideration 6,676        
Acquisition consideration 7,414        
Buyer holdback 738        
TimeBase | Prior Senior Term Loan [Member]          
Business Acquisition [Line Items]          
Prepayments of debt $ 2,978        
Factiva Ltd. [Member]          
Business Acquisition [Line Items]          
Prepayment and exit fees   $ 1,793      
Net proceeds from sale of business   11,071      
Current tax liability for federal and state income tax   281      
Factiva Ltd. [Member] | Term Loan Facility [Member] | Prior Senior Term Loan [Member]          
Business Acquisition [Line Items]          
Prepayments of debt   27,136      
Factiva Ltd. [Member] | Equity Purchase Agreement [Member]          
Business Acquisition [Line Items]          
Sale of Stock, Consideration Received on Transaction   40,000      
Escrow deposit   400     $ 400
Cash acquired by the buyer   813      
Sale of Businesses   $ 15,743      
v3.26.1
Acquisitions and Dispositions - Summary of Fair Value of Consideration Transferred (Details) - TimeBase
$ in Thousands
May 02, 2025
USD ($)
Business Acquisition Contingent Consideration [Line Items]  
Cash $ 6,676
Total $ 7,414
v3.26.1
Leases - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Lessee Lease Description [Line Items]    
Cash payment on operating lease liabilties $ 1,283 $ 1,364
Minimum    
Lessee Lease Description [Line Items]    
Non-cancellable base terms 1 year  
Maximum    
Lessee Lease Description [Line Items]    
Non-cancellable base terms 5 years  
v3.26.1
Leases - Summary of Lease Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Lease, Cost [Abstract]    
Operating lease cost $ 968 $ 1,075
Variable lease cost 93 56
Short-term lease cost 5 40
Total lease costs 1,066 1,171
Sublease income $ (35) $ (27)
v3.26.1
Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 128,215 $ 128,241
Intangible assets, Accumulated Amortization (77,305) (75,285)
Intangible assets, Net Carrying Amount 50,910 52,956
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount 66,558 66,570
Intangible assets, Accumulated Amortization (37,084) (35,899)
Intangible assets, Net Carrying Amount $ 29,474 30,671
Weighted Average Remaining Useful Life (Years) 6 years 8 months 12 days  
Developed Technology    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 21,726 21,738
Intangible assets, Accumulated Amortization (18,879) (18,738)
Intangible assets, Net Carrying Amount $ 2,847 3,000
Weighted Average Remaining Useful Life (Years) 4 years 9 months 18 days  
Database    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 29,143 29,145
Intangible assets, Accumulated Amortization (15,583) (15,068)
Intangible assets, Net Carrying Amount $ 13,560 14,077
Weighted Average Remaining Useful Life (Years) 6 years 7 months 6 days  
Tradename    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 9,325 9,325
Intangible assets, Accumulated Amortization (5,250) (5,090)
Intangible assets, Net Carrying Amount $ 4,075 4,235
Weighted Average Remaining Useful Life (Years) 6 years 4 months 24 days  
Patents    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 871 871
Intangible assets, Accumulated Amortization (252) (248)
Intangible assets, Net Carrying Amount $ 619 623
Weighted Average Remaining Useful Life (Years) 16 years 10 months 24 days  
Content Library    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 592 592
Intangible assets, Accumulated Amortization (257) (242)
Intangible assets, Net Carrying Amount $ 335 $ 350
Weighted Average Remaining Useful Life (Years) 5 years 8 months 12 days  
v3.26.1
Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Intangible Assets Disclosure [Line Items]    
Amortization of intangible assets [1] $ 1,893 $ 2,331
Interest capitalized on capitalized software development costs 103 85
Amortization of capitalized software development costs 1,435 3,326
Intangible Assets Excluding Developed Technology    
Intangible Assets Disclosure [Line Items]    
Amortization of intangible assets 1,893 2,331
Developed Technology    
Intangible Assets Disclosure [Line Items]    
Amortization of intangible assets $ 153 $ 206
[1]

(1) Amounts include stock-based compensation expense, as follows:
v3.26.1
Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2026 (remainder) $ 6,134  
2027 8,178  
2028 7,958  
2029 7,688  
2030 7,218  
Thereafter 13,734  
Intangible assets, Net Carrying Amount $ 50,910 $ 52,956
v3.26.1
Intangible Assets - Schedule of Capitalized Software Development Costs (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Capitalized Computer Software, Net [Abstract]    
Capitalized software development costs, Gross Carrying Amount $ 39,838 $ 38,284
Capitalized software development costs, Accumulated Amortization (27,134) (25,699)
Capitalized software development costs, Net Carrying Amount $ 12,704 $ 12,585
v3.26.1
Goodwill - Summary of Changes in Carrying Amounts of Goodwill (Details) - USD ($)
 3 Months Ended
Jan. 01, 2025
Mar. 31, 2026
Dec. 31, 2025
Mar. 31, 2025
Goodwill [Roll Forward]        
Beginning balance   $ 122,984,000    
Impairment $ 0 (35,600,000) [1] $ (12,378,000) $ 0 [1]
Impact of foreign currency   (26,000)    
Ending balance   $ 87,358,000 $ 122,984,000 $ 87,358,000
[1]

(1) Amounts include stock-based compensation expense, as follows:
v3.26.1
Goodwill - Additional Information (Details) - USD ($)
 3 Months Ended
Jan. 01, 2025
Mar. 31, 2026
Dec. 31, 2025
Mar. 31, 2025
Goodwill [Line Items]        
Impairment of goodwill $ 0 $ 35,600,000 [1] $ 12,378,000 $ 0 [1]
[1]

(1) Amounts include stock-based compensation expense, as follows:
v3.26.1
Debt - Summary of Carrying Value of Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Total gross debt $ 126,382 $ 131,943
Debt issuance costs (3,230) (3,495)
Total 123,152 128,448
Less: Current maturities (111,612) (2,813)
Total Long-term debt 11,540 125,635
2025 Senior Term Loan    
Debt Instrument [Line Items]    
Total gross debt 72,188 74,063
2025 GPO Convertible Note    
Debt Instrument [Line Items]    
Total gross debt 19,649 19,235
Convertible Debentures    
Debt Instrument [Line Items]    
Total gross debt 23,005 26,663
Dragonfly Seller Convertible Notes    
Debt Instrument [Line Items]    
Total gross debt $ 11,540 $ 11,982
v3.26.1
Debt - 2025 Senior Term Loan/ Prior Senior Term Loan - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 01, 2027
Mar. 31, 2027
Dec. 31, 2026
Sep. 30, 2026
Jun. 30, 2026
Mar. 31, 2026
Mar. 23, 2026
Aug. 12, 2025
Aug. 05, 2025
Mar. 31, 2025
Mar. 31, 2026
Mar. 31, 2025
Debt Instrument [Line Items]                        
Paid-in-kind interest                     $ 276 $ 1,961
2025 Senior Term Loan                        
Debt Instrument [Line Items]                        
Principal amount                 $ 75,000      
Debt instrument, interest rate                 7.00%      
Quarterly installments repayable                     469  
Quarterly installments payment due thereafter                     938  
Debt instrument fee periodic payment           $ 138         138  
Debt instrument fee periodic payment due thereafter           38         $ 38  
Debt instrument, frequency of fee                     quarterly  
Proceeds from issuance of debt               $ 72,937        
Long-term debt original issue discount               2,063        
Debt instruments lender fees               960        
Fees paid to third parties               962        
Original issue discount and capitalized debt issuance costs               $ 3,985        
Percentage of original issue discount               2.75%        
Carrying value of convertible notes           280   $ 90     $ 280  
Amortization expense                     6  
Debt premium           75         75  
Change in fair value of the embedded redemption features                     115  
Cash interest                     2,198  
Interest expense related to exit fee                     34  
Amortization                     272  
Unamortized debt discount           3,304         3,304  
2025 Senior Term Loan | Minimum                        
Debt Instrument [Line Items]                        
Payment of exit fees                     500  
Accrued exit fees           85         $ 85  
2025 Senior Term Loan | Class A Common Stock                        
Debt Instrument [Line Items]                        
Number of common shares regarding debt repayment                     60,416  
2025 Senior Term Loan | SOFR                        
Debt Instrument [Line Items]                        
Debt instrument, interest rate                 8.00%      
Cash interest payment percentage                     13.14%  
Prior Senior Term Loan [Member]                        
Debt Instrument [Line Items]                        
Percentage of monthly interest in cash                     9.00%  
Interest payable in kind                     1.00%  
Annual interest rate term                     The annual interest of the Prior Senior Term Loan consisted of two components: (a) a cash interest component of the greater of (i) Prime Rate plus 5.0% per annum or (ii) 9.0% payable monthly, and (b) interest payable in kind component of 1.00% per annum, payable in kind monthly.  
Cash interest                       2,780
Paid-in-kind interest                       222
Amortization                       $ 749
Prior Senior Term Loan [Member] | Oxford Analytica and Dragonfly                        
Debt Instrument [Line Items]                        
Pay down amount                   $ 27,136    
Payment of related prepayment and exit fees                   $ 1,793    
Prior Senior Term Loan [Member] | Prime Rate                        
Debt Instrument [Line Items]                        
Debt instrument, interest rate                     5.00%  
Amendment No. 1 and Waiver to 2025 Senior Term Loan                        
Debt Instrument [Line Items]                        
Minimum liquidity requirement returns             $ 20,000          
Repayments of debt           1,875            
Mandatory prepayment of loan           20,000 $ 20,000       $ 20,000  
Redemption premium                     35  
Premium payble to accounts payable and accrued expenses           $ 35         $ 35  
Amendment No. 1 and Waiver to 2025 Senior Term Loan | Forecast [Member]                        
Debt Instrument [Line Items]                        
Repayments of debt $ 938 $ 1,875 $ 1,875 $ 1,875 $ 1,875              
v3.26.1
Debt - 2025 GPO Convertible Note/Prior GPO Convertible Note - Additional Information (Details) - USD ($)
 3 Months Ended 15 Months Ended
Aug. 12, 2025
Aug. 05, 2025
Mar. 31, 2026
Mar. 31, 2025
Dec. 31, 2025
Jun. 30, 2023
Debt Instrument [Line Items]            
Repayment of long term debt     $ 1,875,000 $ 27,163,000    
Non-cash gain (loss) of convertible note     414,000 820,000    
GPO Convertible Note            
Debt Instrument [Line Items]            
Amount of outstanding obligations $ 30,000,000          
Repayment of long term debt 27,000,000          
Outstanding balance 50,434,000          
GPO Convertible Note | Class A Common Stock | Convertible Promissory Note            
Debt Instrument [Line Items]            
Shares issued         346,058  
Prior GPO Convertible Note            
Debt Instrument [Line Items]            
Amount of outstanding obligations 30,000,000          
Unrealized change in fair value       820,000    
Interest expense       $ 946,000    
Prior GPO Convertible Note | Convertible Promissory Note            
Debt Instrument [Line Items]            
Debt instrument amount           $ 46,794,000
2025 GPO Convertible Note            
Debt Instrument [Line Items]            
Debt instrument amount $ 20,434,000          
Debt instrument, maturity date   Nov. 13, 2029        
Interest rate   7.50%        
Installment payments   quarterly        
Payments of outstanding principal   $ 2,000,000        
Debt instrument, date of first required payment   Apr. 01, 2026        
Conversion price   $ 82.92        
Carrying value of convertible notes     19,649,000   $ 19,235,000  
Non-cash gain (loss) of convertible note     (414,000)      
Interest expense     $ 383,000      
2025 GPO Convertible Note | Scenario One            
Debt Instrument [Line Items]            
VWAP of common stock   95.00%        
2025 GPO Convertible Note | Scenario Two            
Debt Instrument [Line Items]            
VWAP of common stock   95.00%        
v3.26.1
Debt - Convertible Debentures - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Sep. 11, 2025
Aug. 12, 2025
Mar. 31, 2026
Mar. 31, 2025
Dec. 31, 2025
Debt Instrument [Line Items]          
Debt conversion converted instrument amount     $ 392 $ 946  
Non-cash gain (loss) of convertible note     $ 414 $ 820  
Convertible Debentures          
Debt Instrument [Line Items]          
Aggregate principal amount   $ 21,000      
Lowest daily volume weighted average trading price     94.00%    
Conversion price     $ 0.8884    
Non-cash gain (loss) of convertible note     $ (1,352)    
Convertible Debentures | YA II PN, Ltd          
Debt Instrument [Line Items]          
Aggregate principal amount $ 12,300        
Cash purchase price $ 11,000   $ 30,000    
Proceeds from issuance of debt   $ 18,900      
Maturity description     The maturity dates of the First YA Debenture and the Second YA Debenture will automatically extend to the first day subsequent to the maturity date of the 2025 Senior Term Loan if one, or both, of the notes have a balance outstanding on February 12, 2027.    
Debt conversion converted instrument amount     $ 2,370    
Accrued interest expense     591    
Convertible debt, fair value     3,083    
Non-cash gain (loss) of convertible note     64    
Carrying value of convertible notes     $ 23,005   $ 26,663
Convertible Debentures | YA II PN, Ltd | Class A Common Stock          
Debt Instrument [Line Items]          
Conversion of common shares     2,736,978    
Convertible Debentures | YA II PN, Ltd | First YA Debenture          
Debt Instrument [Line Items]          
Debt instrument, maturity date     Feb. 12, 2027    
Annual effective interest rate     5.00%    
Unrealized change in fair value     $ 1,352    
Interest expense     $ 322    
Convertible Debentures | YA II PN, Ltd | Second YA Debenture          
Debt Instrument [Line Items]          
Debt instrument, maturity date     Mar. 11, 2027    
Annual effective interest rate     18.00%    
Unrealized change in fair value     $ 1,352    
Interest expense     322    
Convertible Debentures | YA II PN, Ltd | Maximum          
Debt Instrument [Line Items]          
Aggregate principal amount     $ 33,300    
v3.26.1
Debt - Convertible Notes - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Aug. 12, 2025
Mar. 25, 2025
Mar. 31, 2026
Mar. 31, 2025
Mar. 20, 2025
Mar. 17, 2025
Debt Instrument [Line Items]            
Interest expense, net     $ 3,356 $ 5,127    
Loss on debt extinguishment, net     0 1,784    
Convertible Notes            
Debt Instrument [Line Items]            
Principal and accrued PIK balance     $ 5,769      
Convertible note           $ 5,500
Loss on debt extinguishment, net       1,784    
Interest expense       202    
Convertible Notes | Third Era Convertible Note            
Debt Instrument [Line Items]            
Convertible note         $ 269  
Original Maturity Date     Mar. 17, 2028      
Carrying value of convertible notes       4,914    
Amount of outstanding obligations $ 8,176          
Legacy Notes            
Debt Instrument [Line Items]            
Principal and accrued PIK balance   $ 10,961        
Interest rate payable in kind   15.00%        
Interest expense       $ 448    
Maturity description   On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the Original Maturity Date from July 31, 2025 to August 15, 2025. On August 12, 2025, the Company retired all of its then outstanding obligations under the Amended Legacy Notes by paying the holders $3,600 in cash.The Company incurred total interest expense related to the Amended Legacy Notes, including the amortization of the various discounts, of $448 during the three months ended March 31, 2025.        
Amount of outstanding obligations $ 3,600          
v3.26.1
Debt - Dragonfly Seller Convertible Notes - Additional Information (Details)
$ / shares in Units, £ in Thousands, $ in Thousands
 1 Months Ended 3 Months Ended
Jan. 10, 2025
USD ($)
$ / shares
Jan. 10, 2025
GBP (£)
Jan. 01, 2025
shares
Jan. 31, 2025
USD ($)
Mar. 31, 2026
USD ($)
$ / shares
Mar. 31, 2025
USD ($)
Mar. 31, 2026
GBP (£)
Dec. 31, 2025
USD ($)
Jan. 23, 2023
USD ($)
Debt Instrument [Line Items]                  
Debt conversion converted instrument amount         $ 392 $ 946      
Non-cash gain (loss) of convertible note         $ 414 820      
Dragonfly Eye Limited                  
Debt Instrument [Line Items]                  
Convertible note, acquisition fair value $ 67                
Non-cash gain (loss) of convertible note       $ 635          
Convertible Notes                  
Debt Instrument [Line Items]                  
Interest expense           202      
Convertible Notes | Dragonfly Eye Limited                  
Debt Instrument [Line Items]                  
Principal amount             £ 8,929,000   $ 11,050
Paid-in-kind interest rate         8.00%        
Maturity date         Jan. 27, 2028        
Conversion price | $ / shares $ 10       $ 120        
Debt conversion converted instrument amount $ 702 £ 547              
Convertible notes exchanged for common stock | shares     5,613            
Interest expense         $ 276 251      
Carrying value of convertible notes         11,540     $ 11,982  
Non-cash gain (loss) of convertible note         $ 519 $ 28      
v3.26.1
Debt - Era Convertible Notes - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended
Aug. 12, 2025
Dec. 27, 2024
Dec. 18, 2024
Nov. 12, 2024
Jan. 31, 2025
Mar. 31, 2026
Sep. 30, 2025
Mar. 31, 2025
Dec. 31, 2024
Mar. 20, 2025
Mar. 17, 2025
Debt Instrument [Line Items]                      
Non-cash gain (loss) of convertible note           $ 414   $ 820      
Common Stock [Member]                      
Debt Instrument [Line Items]                      
Common stock issued for brokerage fees               25,000      
Common Class A                      
Debt Instrument [Line Items]                      
Number of shares cancelled           182,580          
Second Era Convertible Note | Northland Securities, Inc.                      
Debt Instrument [Line Items]                      
Common stock issued for brokerage fees       54,166              
Second Era Convertible Note | Common Stock [Member]                      
Debt Instrument [Line Items]                      
Shares issued   448,106 448,106 212,427              
Shares returned on legal settlement         89,288            
Third Era Convertible Note | Common Stock [Member]                      
Debt Instrument [Line Items]                      
Common stock issued for brokerage fees           216,337          
Third Era Convertible Note | Common Stock [Member] | Northland Securities, Inc.                      
Debt Instrument [Line Items]                      
Common stock issued for brokerage fees               25,000      
Third Era Convertible Note | Common Class A                      
Debt Instrument [Line Items]                      
Number of shares cancelled             182,250        
Convertible Notes Payable [Member]                      
Debt Instrument [Line Items]                      
Convertible note                     $ 5,500
Convertible Notes Payable [Member] | Second Era Convertible Note                      
Debt Instrument [Line Items]                      
Convertible note, acquisition fair value       $ 5,500              
Non-cash gain (loss) of convertible note                 $ (2,973)    
Convertible Notes Payable [Member] | Third Era Convertible Note                      
Debt Instrument [Line Items]                      
Convertible note                   $ 269  
Principal amount           $ 5,769          
Maturity date           Mar. 17, 2028          
Convertible note, acquisition fair value               $ 4,728      
Carrying value of convertible notes               4,914      
Non-cash gain (loss) of convertible note               (186)      
Amount of outstanding obligations $ 8,176                    
Convertible Notes Payable [Member] | Third Era Convertible Note | Northland Securities, Inc.                      
Debt Instrument [Line Items]                      
Convertible note, acquisition fair value               $ 315      
Convertible Notes Payable [Member] | Third Era Convertible Note | Common Stock [Member]                      
Debt Instrument [Line Items]                      
Convertible note, acquisition fair value           $ 2,719          
Senior Subordinated Convertible Note | Second Era Convertible Note                      
Debt Instrument [Line Items]                      
Convertible note       $ 5,500              
v3.26.1
Debt - Summary of Estimated Fair Value of Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt $ 126,193 $ 128,865
2025 Senior Term Loan    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 71,999 70,985
2025 GPO Convertible Note    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 19,649 19,235
Convertible Debentures    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 23,005 26,663
Dragonfly Seller Convertible Notes    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt $ 11,540 $ 11,982
v3.26.1
Stockholders' Equity and Temporary Equity - Additional Information (Details) - $ / shares
 3 Months Ended
Mar. 17, 2025
Mar. 31, 2026
Dec. 31, 2025
Class Of Stock [Line Items]      
Shares authorized   1,809,000,000  
Preferred stock, shares authorized   100,000,000  
Preferred stock, par value per share   $ 0.0001  
Preferred stock, shares issued   0  
Class A Common Stock      
Class Of Stock [Line Items]      
Common stock, shares authorized   1,700,000,000 1,700,000,000
Par value   $ 0.0001 $ 0.0001
Common stock, shares, issued   18,711,237 15,557,379
Temporary equity, common stock outstanding   18,711,237  
Temporary equity, common stock issued   18,711,237  
Common stock, shares, outstanding   18,711,237 15,557,379
Number of shares cancelled   182,580  
Class B Common Stock      
Class Of Stock [Line Items]      
Common stock, shares authorized   9,000,000 9,000,000
Par value   $ 0.0001 $ 0.0001
Common stock, shares, issued   690,909 690,909
Common stock, shares, outstanding   690,909 690,909
EGT 11 LLC [Member] | Class A Common Stock      
Class Of Stock [Line Items]      
Common stock issued for brokerage fees 216,337    
v3.26.1
Earnout Shares and RSUs - Additional Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended
Mar. 31, 2026
USD ($)
Acquisition
$ / shares
shares
Dec. 31, 2025
USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Share-Based Payment Arrangement, Expense | $ $ 42  
Earnout Awards    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Expiration date Jul. 29, 2027  
Unrecognized compensation expense | $ $ 0  
Earnout Awards | Common Class A    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Shares entitled to receive 1,599,591  
Number of tranches | Acquisition 5  
Earnout Awards | Share-Based Compensation Award Tranche One | Common Class A    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 319,918  
Minimum dollar volume-weighted average share price | $ / shares $ 126  
Earnout Awards | Share-Based Compensation Award Tranche Two | Common Class A    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 319,918  
Minimum dollar volume-weighted average share price | $ / shares $ 150  
Earnout Awards | Share-Based Compensation Award Tranche Three | Common Class A    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 319,918  
Minimum dollar volume-weighted average share price | $ / shares $ 180  
Earnout Awards | Share-Based Compensation Award Tranche Four | Common Class A    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 319,918  
Minimum dollar volume-weighted average share price | $ / shares $ 240  
Earnout Awards | Share-Based Compensation Award Tranche Five | Common Class A    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 319,918  
Minimum dollar volume-weighted average share price | $ / shares $ 300  
Earnout Shares    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 0  
Other non-current earn out liability | $ $ 68 $ 68
Earnout RSUs    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of shares issued 0  
v3.26.1
Warrant Liabilities - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Aug. 22, 2025
Class Of Warrant Or Right [Line Items]      
Effective price per share price of warrant after reverse stock split     $ 87.82
Common Class A      
Class Of Warrant Or Right [Line Items]      
Number of shares issuable per warrant after reverse stock split 0.130952   0.130952
Effective price per share price of warrant after reverse stock split $ 87.82    
Public Warrants      
Class Of Warrant Or Right [Line Items]      
Warrants outstanding 8,358,964    
Warrants exercised 0    
Public Warrants | Common Class A      
Class Of Warrant Or Right [Line Items]      
Warrant to purchase of common stock shares issued 1,094,625    
Private Placement Warrants      
Class Of Warrant Or Right [Line Items]      
Warrants outstanding 7,000,000    
Warrants exercised 0    
Exercise price $ 0    
Warrant liability fair value $ 0 $ 477  
Private Placement Warrants | Common Class A      
Class Of Warrant Or Right [Line Items]      
Warrant to purchase of common stock shares issued 916,666    
v3.26.1
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jan. 01, 2026
Jan. 01, 2025
Dec. 31, 2024
Mar. 31, 2026
Mar. 31, 2025
Dec. 31, 2024
Jul. 27, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock-based compensation       $ 3,041 $ 3,375    
2022 Long-Term Incentive Plan              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock-based compensation       $ 3,007 3,254    
Increase in share reserve 0 928,309 333,333 1,126,977   1,126,977  
Percentage of shares issued from outstanding number of shares       5.00%   5.00%  
2022 Long-Term Incentive Plan | Common Class A              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Common stock, shares reserved for issuance       264,203     1,690,466
2022 Long-Term Incentive Plan | Performance Stock Options              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock remaining outstanding       206,723      
2022 Long-Term Incentive Plan | Restricted Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock issued       182,631      
Stock remaining outstanding       1,042,923      
2022 Long-Term Incentive Plan | Performance Based Restricted Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock remaining outstanding       10,832      
2022 Long-Term Incentive Plan | Employee Stock Option              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock options outstanding       572,357      
Prior 2022 Long-Term Incentive Plan              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Percentage of shares issued from outstanding number of shares       3.00%      
2022 Employee Stock Purchase Plan              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares issued       124,571      
Stock-based compensation       $ 0 44    
Common stock fair market value       85.00%      
2022 Employee Stock Purchase Plan | Maximum              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Employee payroll deductions       15.00%      
2022 Employee Stock Purchase Plan | Common Class A              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Common stock, shares reserved for issuance       484,558      
2024 Inducement Plan Grants              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock-based compensation       $ 34 $ 34    
2024 Inducement Plan Grants | Common Class A              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Common stock, shares reserved for issuance     41,666     41,666  
2024 Inducement Plan Grants | Restricted Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock issued           25,000  
Stock remaining outstanding       11,465      
2024 Inducement Plan Grants | Employee Stock Option              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock options issued           16,666  
Stock options outstanding       16,666      
v3.26.1
Earnings (Loss) Per Share - Additional Information (Details)
 3 Months Ended
Mar. 31, 2026
Common Class A  
Earnings Per Share Basic [Line Items]  
Common stock, number of vote per share one vote
Common Class B  
Earnings Per Share Basic [Line Items]  
Common stock, number of vote per share twenty-five votes
v3.26.1
Earnings (Loss) Per Share - Components of Basic and Diluted Loss Per Shares (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Numerator:    
Net loss used to compute basic loss per share $ (43,613) $ (4,250)
Net loss used to compute diluted loss per share $ (43,613) $ (4,250)
Denominator:    
Weighted average common stock outstanding used in basic EPS computations 18,245,337 12,607,440
Weighted average common stock outstanding used in diluted EPS computations 18,245,337 12,607,440
Loss per share, basic $ (2.39) $ (0.34)
Loss per share, diluted $ (2.39) $ (0.34)
v3.26.1
Provision (Benefit) from Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Operating Loss Carryforwards [Line Items]    
(Benefit) provision from income taxes $ (201) $ (39)
Pretax loss $ (43,814) $ (4,289)
Effective tax rates (as a percent) 0.46% 0.91%
U.S. statutory rate 21.00% 21.00%
Uncertain tax position totaling   $ 832
Dragonfly and Oxford Analytica    
Operating Loss Carryforwards [Line Items]    
Discrete tax charge for impact of sale   $ 281
v3.26.1
Fair Value Measurements and Disclosures - Schedule of Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets $ 2,004  
Fair Value, Recurring Basis | Cash Equivalents    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 7,409 $ 9,208
Fair Value, Recurring Basis | Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 2,004 1,995
Fair Value, Recurring Basis | Public Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities   260
Fair Value, Recurring Basis | Private Placement Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities   217
Fair Value, Recurring Basis | 2025 GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 19,649 19,235
Fair Value, Recurring Basis | Dragonfly Seller Convertible Notes    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 11,540 11,982
Fair Value, Recurring Basis | Convertible Debentures    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 23,005 26,663
Fair Value, Recurring Basis | Level 1 | Cash Equivalents    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 7,409 9,208
Fair Value, Recurring Basis | Level 1 | Public Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities   260
Fair Value, Recurring Basis | Level 2 | Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 2,004 1,995
Fair Value, Recurring Basis | Level 2 | Private Placement Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities   217
Fair Value, Recurring Basis | Level 3 | 2025 GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 19,649 19,235
Fair Value, Recurring Basis | Level 3 | Dragonfly Seller Convertible Notes    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 11,540 11,982
Fair Value, Recurring Basis | Level 3 | Convertible Debentures    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities $ 23,005 $ 26,663
v3.26.1
Fair Value Measurements and Disclosures - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Paid in kind interest $ 276 $ 1,961
Level 3 | 2025 GPO Convertible Note    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 19,235  
Change in fair value included in the determination of net (loss) $ 414  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change In Fair Value Of Financial Instruments  
Ending balance $ 19,649  
Level 3 | Dragonfly Seller Convertible Notes    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 11,982  
Change in fair value included in the determination of net (loss) (519)  
Paid in kind interest 276  
Foreign exchange $ (199)  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change In Fair Value Of Financial Instruments  
Ending balance $ 11,540  
Level 3 | Convertible Debentures    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 26,663  
Change in fair value included in the determination of net (loss) (1,352)  
Note and interest conversion $ (2,306)  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change In Fair Value Of Financial Instruments  
Ending balance $ 23,005  
v3.26.1
Fair Value Measurements and Disclosures - Additional Information (Details) - USD ($)
 3 Months Ended
Aug. 12, 2025
Mar. 31, 2026
Mar. 31, 2025
Dec. 31, 2025
Sep. 11, 2025
Jun. 30, 2023
Jan. 27, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Maturity period for cash equivalents   three months or less          
Non-cash gain (loss) of convertible note   $ 414,000 $ 820,000        
Repayment of long term debt   1,875,000 27,163,000        
Fair value of debt   126,193,000   $ 128,865,000      
Earned cash contingent compensation other transfer of assets and liabilities between levels   0 0        
Short-term Investments              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Non-cash gain (loss) of convertible note   1,000 (52,000)        
Assets   2,004,000          
Prior GPO Convertible Note              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Unrealized change in fair value     820,000        
Extinguished amount $ 30,000,000            
Estimated fair value     35,704,000     $ 36,583,000  
2025 GPO Note              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Repayment of long term debt 27,000,000            
Estimated fair value 18,865,000 19,649,000   19,235,000      
Dragonfly Seller Convertible Notes              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Business combination, liability recognized             $ 8,635,000
Non-cash gain (loss) of convertible note   519,000 28,000        
Estimated fair value of convertible note   11,540,000   11,982,000      
Fair value of debt   11,540,000   11,982,000      
Convertible Debentures              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Non-cash gain (loss) of convertible note   (1,352,000)          
Fair value of debt 18,900,000 23,005,000   26,663,000 $ 11,000,000    
GPO Convertible Note              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Extinguished amount 30,000,000            
Repayment of long term debt $ 27,000,000            
Public Warrants              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Estimated fair value of warrants   0   260,000      
Non-cash gain (loss) in fair value of financial instruments   260,000 (84,000)        
Private Placement Warrants              
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]              
Estimated fair value of warrants   0   $ 217,000      
Non-cash gain (loss) in fair value of financial instruments   $ (217,000) $ (70,000)        
v3.26.1
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Convertible Notes) (Details)
Mar. 31, 2026
yr
USD ($)
Dec. 31, 2025
yr
USD ($)
Common Stock Share Price | 2025 GPO Convertible Note    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 0.26 1.47
Common Stock Share Price | Dragonfly Seller Convertible Notes    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 0.26 1.47
Common Stock Share Price | Convertible Debentures    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 0.26 1.47
Risk Free Rate | 2025 GPO Convertible Note    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 3.8 3.6
Risk Free Rate | Dragonfly Seller Convertible Notes    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 3.8 3.5
Risk Free Rate | First Convertible Debenture    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 3.68  
Risk Free Rate | Second Convertible Debenture    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 3.69  
Risk Free Rate | Convertible Debentures    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input   3.48
Yield | 2025 GPO Convertible Note    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 18.3 16.2
Yield | Dragonfly Seller Convertible Notes    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 19.9 16.6
Yield | Convertible Debentures    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 113 101.5
Expected Volatility | 2025 GPO Convertible Note    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 50 50
Expected Volatility | Dragonfly Seller Convertible Notes    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 50 50
Expected Volatility | Convertible Debentures    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 135 111
Expected term (Years) | 2025 GPO Convertible Note    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input 3.6 3.9
Expected term (Years) | Dragonfly Seller Convertible Notes    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input | yr 1.8 2.1
Expected term (Years) | First Convertible Debenture    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input | yr 0.87 1.1
Expected term (Years) | Second Convertible Debenture    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Convertible notes measurement input | yr 0.95 1.2
v3.26.1
Related Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Related Party Transaction [Line Items]    
Sublease income $ 35 $ 27
Nitra    
Related Party Transaction [Line Items]    
Sublease income $ 35 $ 27