FISCALNOTE HOLDINGS, INC., 10-K filed on 3/24/2026
Annual Report
v3.26.1
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2025
Mar. 09, 2026
Jun. 30, 2025
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2025    
Document Fiscal Year Focus 2025    
Document Fiscal Period Focus FY    
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    
ICFR Auditor Attestation Flag false    
Entity File Number 001-396972    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 88-3772307    
Document Financial Statement Error Correction [Flag] false    
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 Annual Report true    
Document Transition Report false    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Public Float     $ 61,350,537
Auditor Firm ID 49    
Auditor Name RSM U.S. LLP    
Auditor Location McLean, Virginia    
Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its 2026 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K.

    
Auditor Opinion [Text Block]

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of FiscalNote Holdings, Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Our report dated March 24, 2026 expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

    
Common Class A      
Entity Common Stock, Shares Outstanding   18,681,540  
Title of 12(b) Security Class A common stock, par value $0.0001 per share    
Trading Symbol NOTE    
Security Exchange Name NYSE    
Common Class B      
Entity Common Stock, Shares Outstanding   690,909  
Warrants to purchase 0.131 shares of Class A common stock, each at an exercise price of $11.50 per warrant      
Title of 12(b) Security Warrants to purchase 0.131 shares of Class A common stock, each at an exercise price of $11.50 per warrant    
Trading Symbol NOTE.WS    
Security Exchange Name NYSE    
v3.26.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 24,319 $ 28,814
Restricted cash 633 640
Short-term investments 1,995 5,796
Accounts receivable, net 11,953 13,465
Costs capitalized to obtain revenue contracts, net 2,304 3,016
Prepaid expenses 2,456 2,548
Other current assets 1,890 2,908
Total current assets 45,550 57,187
Property and equipment, net 4,177 5,051
Capitalized software costs, net 12,585 15,099
Noncurrent costs capitalized to obtain revenue contracts, net 2,479 3,197
Operating lease assets 13,646 15,620
Goodwill 122,984 159,061
Customer relationships, net 30,671 41,717
Database, net 14,077 16,147
Other intangible assets, net 8,208 13,018
Other non-current assets 761 100
Total assets 255,138 326,197
Current liabilities:    
Current maturities of long-term debt 2,813 36
Accounts payable and accrued expenses 7,257 8,462
Deferred revenue, current portion 29,778 35,253
Customer deposits 1,067 1,850
Operating lease liabilities, current portion 3,320 3,386
Other current liabilities 191 2,266
Total current liabilities 44,426 51,253
Long-term debt, net of current maturities 125,635 147,041
Deferred tax liabilities 476 1,934
Deferred revenue, net of current portion 266 222
Operating lease liabilities, net of current portion 19,312 22,490
Public and private warrant liabilities 477 2,458
Other non-current liabilities 2,595 2,968
Total liabilities 193,187 228,366
Commitment and contingencies (Note 18)
Stockholders' equity:    
Additional paid-in capital 933,905 899,943
Accumulated other comprehensive income (loss) 190 4,786
Accumulated deficit (872,146) (806,899)
Total stockholders' equity 61,951 97,831
Total liabilities and stockholders' equity 255,138 326,197
Common Class A    
Stockholders' equity:    
Common stock value 2 1
Common Class B    
Stockholders' equity:    
Common stock value $ 0 $ 0
v3.26.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2025
Dec. 31, 2024
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 15,557,379 11,899,532
Common stock, shares, outstanding 15,557,379 11,899,532
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
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Revenues:    
Total revenues $ 95,407,000 $ 120,266,000
Operating expenses:    
Cost of revenues, including amortization [1] 21,197,000 25,639,000
Research and development [1] 9,571,000 12,828,000
Sales and marketing [1] 26,624,000 35,055,000
Editorial [1] 14,932,000 18,528,000
General and administrative [1] 52,137,000 50,236,000
Amortization of intangible assets [1] 8,072,000 9,925,000
Impairment of goodwill 12,378,000 0
Transaction gains, net 0 (4,000)
Total operating expenses [1] 144,911,000 152,207,000
Operating loss (49,504,000) (31,941,000)
Gain from sale of businesses (Note 4) (16,582,000) (72,017,000)
Interest expense, net 16,488,000 23,589,000
Change in fair value of financial instruments 9,234,000 6,408,000
Loss on debt extinguishment, net 7,958,000 0
Other (income) expense, net (105,000) 26,000
Net (loss) income before income taxes (66,497,000) 10,053,000
(Benefit) provision from income taxes (1,250,000) 536,000
Net (loss) income (65,247,000) 9,517,000
Other comprehensive income (loss) 960,000 (299,000)
Total comprehensive (loss) income (64,287,000) 9,218,000
Net (loss) income used to compute basic (loss) income per share (65,247,000) 9,517,000
Net (loss) income used to compute diluted (loss) income per share $ (65,247,000) $ 9,517,000
(Loss) earnings per share attributable to common shareholders:    
Basic $ (4.65) $ 0.83
Diluted $ (4.65) $ 0.83
Weighted average shares used in computing (loss) earnings per share attributable to common shareholders:    
Basic 14,025,448 11,440,050
Diluted 14,025,448 11,440,050
Subscription    
Revenues:    
Total revenues $ 88,982,000 $ 111,073,000
Advisory, advertising, and other    
Revenues:    
Total revenues $ 6,425,000 $ 9,193,000
[1]

(1) Amounts include stock-based compensation expenses, as follows:

 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Cost of revenues

 

$

150

 

 

$

412

 

Research and development

 

 

1,043

 

 

 

1,554

 

Sales and marketing

 

 

1,185

 

 

 

1,567

 

Editorial

 

 

549

 

 

 

687

 

General and administrative

 

 

11,858

 

 

 

13,729

 
v3.26.1
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Stock-based compensation expenses $ 108 $ 353
Cost of Revenues    
Stock-based compensation expenses 150 412
Research and Development    
Stock-based compensation expenses 1,043 1,554
Sales and Marketing    
Stock-based compensation expenses 1,185 1,567
Editorial    
Stock-based compensation expenses 549 687
General and Administrative    
Stock-based compensation expenses $ 11,858 $ 13,729
v3.26.1
Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Class A
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning Balance at Dec. 31, 2023 $ 43,459   $ 1 $ 860,496 $ (622) $ (816,416)
Balance, shares at Dec. 31, 2023     10,830,896      
Issuance of Class A common stock upon vesting of restricted share units, value   $ 3   3    
Issuance of Class A common stock upon vesting of restricted share units, shares     288,408      
Issuance of Class A common stock under employee stock purchase plan 471     471    
Issuance of Class A common stock under employee stock purchase plan, shares     42,488      
Note conversion 19,011   $ 0 19,011    
Note conversion, shares     142,940      
Shares issued to satisfy interest on the Prior GPO Convertible Note 1,933     1,933    
Shares issued to satisfy interest on the Prior GPO Convertible Note, shares     1,285,709      
Exercise of stock options 3     3    
Stock-based compensation expense 17,949     17,949    
Withholding taxes on net share settlement of stock-based compensation and option exercises 77     77    
Change in fair value of debt instruments (Note 10) 5,707       5,707  
Net (loss) income 9,517         9,517
Foreign currency translation gain (loss) (299)       (299)  
Issuance of preferred stock 1,933     1,933    
Ending Balance at Dec. 31, 2024 97,831   $ 1 899,943 4,786 (806,899)
Balance, share at Dec. 31, 2024     12,590,441      
Issuance of Class A common stock upon vesting of restricted share units, shares     567,060      
Issuance of Class A common Stock upon exercise of employee stock purchase plan and exercise of stock options 276     276    
Issuance of Class A common stock upon exercise of employee stock purchase plan and exercise of stock options, shares     37,402      
Note conversion 8,721     8,721    
Note conversion, shares     1,049,419      
Prior GPO Convertible Note interest and extinguishment (Note 9) (2,541)     1,902 (4,443)  
Prior GPO Convertible Note interest and extinguishment (Note 9), shares     203,118      
Era Note 364     364    
Era Note, shares     (58,116)      
Brokerage Fees Shares issued 315     315    
Brokerage Fees Shares issued, shares     25,000      
Convertible Debenture Conversion 7,207   $ 1 7,206    
Convertible Debenture Conversion, shares     1,686,423      
Dragonfly Note and debt discount conversion (1,040)     73 (1,113)  
Dragonfly Note and debt discount conversion, shares     5,613      
2025 GPO Convertible Note interest 660     660    
2025 GPO Convertible Note interest, shares     141,928      
Stock-based compensation expense 14,785     14,785    
Withholding taxes on net share settlement of stock-based compensation and option exercises (340)     (340)    
Net (loss) income (65,247)         (65,247)
Foreign currency translation gain (loss) 960       960  
Ending Balance at Dec. 31, 2025 $ 61,951   $ 2 $ 933,905 $ 190 $ (872,146)
Balance, share at Dec. 31, 2025     16,248,288      
v3.26.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Operating Activities:    
Net (loss) income $ (65,247) $ 9,517
Adjustments to reconcile net (loss) income to net cash used in operating activities:    
Depreciation 1,039 1,241
Amortization of intangible assets and capitalized software development costs 16,935 18,628
Amortization of deferred costs to obtain revenue contracts 3,257 3,707
Impairment of goodwill 12,378  
Gain on sale of businesses (16,582) (72,017)
Non-cash operating lease expense 1,944 2,060
Stock-based compensation 14,785 17,949
Bad debt expense 416 148
Change in fair value of financial instruments 9,234 6,408
Deferred income tax provision (benefit) (189) (162)
Paid-in-kind interest, net 4,472 7,963
Other non-cash items (121) 60
Non-cash interest expense 2,913 3,068
Loss on debt extinguishment, net 7,958 0
Changes in operating assets and liabilities:    
Accounts receivable, net (1,269) 1,836
Prepaid expenses and other current assets 1,905 592
Costs capitalized to obtain revenue contracts, net (2,330) (2,902)
Other non-current assets (12) 228
Accounts payable and accrued expenses (175) (1,111)
Deferred revenue 2,460 1,032
Customer deposits (279) (194)
Other current liabilities (1,618) (454)
Lease liabilities (3,128) (3,117)
Other non-current liabilities (189) 222
Net cash used in operating activities (11,443) (5,298)
Investing Activities:    
Capital expenditures (7,203) (8,884)
Cash proceeds from the sale of businesses, net (Note 4) 46,913 98,052
Net cash provided by investing activities 39,710 89,168
Financing Activities:    
Proceeds from long-term debt, net of issuance costs 100,985 6,301
Principal payments of long-term debt (128,821) (70,808)
Payment of deferred financing costs (5,273) (7,399)
Proceeds from exercise of stock options and ESPP purchases 276 474
Net cash used in financing activities (32,833) (71,432)
Effects of exchange rates on cash 64 (284)
Net change in cash, cash equivalents, and restricted cash (4,502) 12,154
Cash, cash equivalents, and restricted cash, beginning of period 29,454 17,300
Cash, cash equivalents, and restricted cash, end of period 24,952 29,454
Supplemental Noncash Investing and Financing Activities:    
Issuance of common stock for conversion of debt and interest 2,562 20,946
Amounts held in holdback/escrow related to the sale of business 738 285
Property and equipment purchases in accounts payable 44 88
Supplemental Cash Flow Activities:    
Cash paid for interest 9,650 14,732
Cash paid for taxes $ 1,232 $ 274
v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ (65,247) $ 9,517
v3.26.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2025
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
Cybersecurity Risk Management, Strategy and Governance
 12 Months Ended
Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Item 1C. Cybersecurity

 

As a company, we devote significant resources to cybersecurity and risk management processes in order to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner. Our cybersecurity risk management program is led primarily by our Vice President - Information Security, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification. The information security team works cross-functionally, with significant involvement from other members of senior management and oversight by the Board.

The information security team is responsible for, among other matters:

•
designing, implementing and periodically assessing our cybersecurity safeguards and related policies and procedures, including those pertaining to encryption standards, antivirus protection, remote access, multi-factor authentication, data classification, device management, and the use of the internet, social media, email and wireless devices;
•
monitoring current and emerging cybersecurity threats to which the business may become exposed; and
•
providing oversight of risks of cybersecurity threats associated with our use of third-party service providers, including reviewing such engagements when proposed in order to identify and assess risks potentially arising therefrom.

In addition, the information security team is responsible for obtaining and maintaining Service Organization Control Type 2 ("SOC-2") certification for the Company’s product portfolio. The Company has obtained SOC-2 certification for many of its products, which subjects those products to an annual compliance audit conducted by a third party, and we work to include progressively more products within the scope of the audit year over year.

We view cybersecurity as a shared responsibility throughout the Company. At a management level, we have performed tabletop exercises incorporating external resources, advisors and relevant members of the Board as needed. The Company requires all employees to participate in an annual cybersecurity training reviewed by the information security function, and management regularly communicates with employees about potential cybersecurity risks and methods for reporting incidents. The Company has adopted and maintains an Incident Response Plan, which provides for various methods of reporting and escalation of incidents, activation of an incident response team consisting of relevant cross-functional leaders (e.g., legal, information security, operations), assessment of the severity of incidents, processes for investigating and remediating incidents and compliance with related legal and regulatory obligations, among other matters. The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof. Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats.

The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters. Cybersecurity risk is among the risks monitored by the ERM program, which establishes an annual cadence for identifying material risks facing the Company, as well as quarterly reporting to the Audit Committee on the severity of each such risk and mitigation measures being implemented. The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies. The Company’s Incident Response Plan provides for notification of and consultation with the Audit Committee in the event of a cybersecurity incident exceeding specified levels of severity.

We face a number of cybersecurity risks in connection with our business. Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to, and breaches of, our data and systems, including malware and computer virus attacks. For more information about the cybersecurity risks we face, see the risk factor entitled, “Cyberattacks, security, privacy, or data breaches or other security incidents that affect our networks or systems, or those of our service providers, involving our or our customers’ sensitive, personal, classified or confidential information could expose us to liability under various laws and regulations across jurisdictions, decrease trust in us and our products and services, increase the risk of litigation and governmental investigation, and harm to our reputation, business, and financial condition” in Item 1A- Risk Factors - “Information Technology and Data Risks.”
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

We view cybersecurity as a shared responsibility throughout the Company. At a management level, we have performed tabletop exercises incorporating external resources, advisors and relevant members of the Board as needed. The Company requires all employees to participate in an annual cybersecurity training reviewed by the information security function, and management regularly communicates with employees about potential cybersecurity risks and methods for reporting incidents. The Company has adopted and maintains an Incident Response Plan, which provides for various methods of reporting and escalation of incidents, activation of an incident response team consisting of relevant cross-functional leaders (e.g., legal, information security, operations), assessment of the severity of incidents, processes for investigating and remediating incidents and compliance with related legal and regulatory obligations, among other matters. The Incident Response Plan provides for the involvement of the Company’s Disclosure Review Committee to assess the materiality of cybersecurity incidents and any disclosure obligations required in respect thereof. Management periodically reviews the Company’s cybersecurity risk management strategy and processes - including the Incident Response Plan - to assess their efficacy in light of current and emerging threats.

The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters. Cybersecurity risk is among the risks monitored by the ERM program, which establishes an annual cadence for identifying material risks facing the Company, as well as quarterly reporting to the Audit Committee on the severity of each such risk and mitigation measures being implemented. The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies. The Company’s Incident Response Plan provides for notification of and consultation with the Audit Committee in the event of a cybersecurity incident exceeding specified levels of severity
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] The Company’s Board, which is responsible for oversight of risk management related to our business as a whole, has delegated responsibility to the Audit Committee for oversight of the Enterprise Risk Management (“ERM”) program and cybersecurity risk, among other matters.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Audit Committee also receives an annual update from the information security function on the Company's current cybersecurity risks, recent enhancements to the Company’s safeguards and related policies.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] Our cybersecurity risk management program is led primarily by our Vice President - Information Security, who has over 15 years’ experience in cybersecurity, information technology, and related compliance and holds a Certified Information Systems Security Professional certification.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.26.1
Summary of Business and Significant Accounting Policies
 12 Months Ended
Dec. 31, 2025
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.

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 continue to be traded on the NYSE under the symbol “NOTE.WS”. 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

In accordance with Accounting Standards Codification Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, 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 $26,947 as of December 31, 2025, compared with $35,250 as of December 31, 2024. Further, the Company had negative working capital (excluding cash, restricted cash, and short-term investments) of $25,823 and $29,316 at December 31, 2025 and December 31, 2024,

respectively, and had an accumulated deficit of $872,146 and $806,899 as of December 31, 2025 and December 31, 2024, respectively, and has incurred net losses (excluding the effect of gains on sale of businesses) of $81,829 and $62,500 for the years ended December 31, 2025 and 2024, 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 4, Dispositions). As disclosed in Note 19, "Subsequent Events", the Company did not meet its 2025 Senior Tem Loan minimum annualized recurring revenue financial covenant requirement. This event raised 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.

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, and (c) revised the Company's interest and principal repayment requirements (See Note 19, "Subsequent Events" for additional details). On March 19, 2026, the Company announced an organizational transformation that will reduce operating expenses significantly, including a workforce reduction of approximately 25%. As discussed in Note 9, "Debt", current maturities of principal repayments for other than the 2025 Senior Term Loan will be settled in shares. With the aforementioned actions, management believes this plan will alleviate the substantial doubt about the Company's ability to continue as a going concern.

The Company has implemented various cost saving measures throughout 2025 and 2026 to rationalize its cost structure and is actively evaluating additional cost saving opportunities and sources of capital. The Company expects to have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. Pursuant to Amendment No. 1 of the 2025 Senior Term Loan, the Company is also required to make a $20.0 million prepayment no later than March 31, 2027. This requirement may create uncertainty over the Company's ability to continue as a going concern in the future. The Company’s ability to maintain compliance with its financial covenants and satisfy its debt obligations are based on the Company’s current expectations regarding revenues, improved net retention, collections, cost structure, current cash burn rate and other operating assumptions, which in part, depend on general economic, financial, competitive, legislative, regulatory, and other conditions.

The Company may execute other strategic alternatives to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets. 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 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 in addition to, and in conjunction with, Amendment No. 1 to the 2025 Senior Term Loan as disclosed in Note 19, Subsequent Events. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Estimates and assumptions made by management include the determination of:

•
revenue recognition;
•
the average period of benefit associated with costs capitalized to obtain revenue contracts;
•
the allowance for doubtful accounts receivable;
•
the useful lives of intangible assets;
•
capitalization of software development costs;
•
valuation of financial instruments;
•
impairment of goodwill and long-lived assets;
•
the fair value of certain stock awards issued; and
•
the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions.

Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities.

Principles of Consolidation

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

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 Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

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

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 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 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 consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts

without success. As of December 31, 2025 and December 31, 2024, allowance for credit losses of $1,454 and $1,343, 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 December 31, 2025 and December 31, 2024. Revenue derived from the U.S. Federal Government was 17% of revenue for both of the years ended December 31, 2025 and December 31, 2024. As of December 31, 2025 and December 31, 2024, assets located in the United States were approximately 99% and 85% of total assets, respectively.

One vendor accounted for more than 10% of the Company’s accounts payable as of December 31, 2025 and two vendors as of December 31, 2024, respectively. One vendor represented more than 10% of the total purchases made for the year ended December 31, 2025 and for the year ended December 31, 2024.

Revenue Recognition

The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price.

The Company determines the amount of revenue to be recognized through the application of the following steps:

(i)
identification of contracts with customers,
(ii)
identification of distinct performance obligations in the contract,
(iii)
determination of contract transaction price,
(iv)
allocation of contract transaction price to the performance obligations, and
(v)
determination of revenue recognition based on timing of satisfaction of the performance obligation(s).

The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues.

Subscription Revenue

Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers.

The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying consolidated balance sheets.

Advisory, Advertising, and Other Revenues

Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized.

Advertising revenue is primarily generated by delivering advertising in its publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years. The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less. The Company does not have material costs to fulfill contracts with customers.

Cost of Revenues

Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications.

Cash, Cash Equivalents and Restricted Cash

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 December 31, 2025, approximately 62% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.

Investments

The Company has invested in highly liquid investments that have investment-grade ratings. These investments are accounted for at fair value through the 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 are presented as short-term investments within current assets in the consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Capitalized Software Development Costs

The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years. Amortization of capitalized software development costs is included in the costs of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Software

development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).

Acquisition-Related Intangibles and Other Long-Lived Assets

The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. There were no impairments of long-lived assets during the year ended December 31, 2025 and December 31, 2024 (see Note 7, Intangible Assets).

Goodwill Impairment

Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting unit based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st.

As a result of a sustained decrease in our Company share price following our annual impairment test on October 1, 2025, and changes to our internal financial projections, we concluded that a triggering event had occurred and conducted an impairment test of our goodwill and other long-lived assets as of December 31, 2025. During the year ended December 31, 2025, the Company recorded a non-cash goodwill impairment charge of $12,378 (see Note 8, Goodwill). There were no impairments of goodwill during the year ended December 31, 2024.

Leases

The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component.

Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did not have any finance leases at December 31, 2025 and at December 31, 2024. The Company records costs associated with leases within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the consolidated statements of operations and comprehensive income (loss).

Warrant Liabilities

The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive income (loss).

Stock-Based Compensation

Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm.

The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur.

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.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is

measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of operations and comprehensive income (loss). Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income (loss) for the period and historically have not been material.

Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are included in accumulated other comprehensive income (loss).

Fair Value Measurements

The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.

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's disclosures.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2024, and as a result, enhanced certain qualitative considerations within "Segment Information" of Note 1, Summary of Business and Significant Accounting Policies. There were no significant impacts to our existing quantitative disclosures as a result of our adoption of this ASU.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2025 and have applied the provisions on a prospective basis.

The Company has evaluated all issued Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive income (loss), balance sheets, or cash flows.
v3.26.1
Business Combination
 12 Months Ended
Dec. 31, 2025
Acquisitions and Dispositions

Note 4. 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 $15,257. 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.

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."

 

2024 Dispositions

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Prior Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel 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 Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Sale of Board.org

On March 11, 2024, the Company entered into an agreement (the "Purchase Agreement") to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (the “Exec Connect”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by Exec Connect). As a result of the sale of Board.org, the Company recorded a pre-tax gain on disposal of $71,599, inclusive of the $785 of funds placed in escrow. On June 6, 2024, the Company received $500 of the $785 placed in escrow. At December 31, 2024 the Company had $285 included in other current assets representing the remaining balance held in escrow. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Prior Senior Term Loan, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org 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 Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

DSAC  
Acquisitions and Dispositions

Note 2. Business Combination with DSAC

On July 29, 2022, the Company consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, and as amended on May 9, 2022, (the “Merger Agreement”), by and among FiscalNote Holdings, Inc., a Delaware corporation (“Old FiscalNote”), Duddell Street Acquisition Corp., a Cayman Islands exempted company (“DSAC”), and Grassroots Merger Sub, Inc., a Delaware Corporation and a wholly owned direct subsidiary of DSAC (“Merger Sub” and, together with DSAC, the “DSAC Parties”). Pursuant to these transactions, Merger Sub merged with and into Old FiscalNote, with Old FiscalNote becoming a wholly owned subsidiary of DSAC (the “Business Combination” and, collectively with the other transactions described in the Business Combination Agreement, the “Transactions”). In connection with the closing of the Transactions, DSAC domesticated and continued as a Delaware corporation under the name of “FiscalNote Holdings, Inc.” (“New FiscalNote”). Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company,” “FiscalNote,” “we,” “us,” or “our” refer to the business of Old FiscalNote, which became the business of New FiscalNote and its subsidiaries following the closing on July 29, 2022. Subsequent to the closing of the Business Combination, the Company's Class A common stock and public warrants began trading on the New York Stock Exchange (“NYSE”) under the symbols “NOTE” and “NOTE.WS,” respectively. The Company accounted for the Business Combination as a reverse recapitalization whereby Old FiscalNote was determined as the accounting acquirer and DSAC as the accounting acquiree. Accordingly, the Business Combination was treated as the equivalent of Old FiscalNote issuing stock for the net assets of DSAC, accompanied by a recapitalization. The net assets of DSAC are stated at historical cost, with no goodwill or other intangible assets recorded.
v3.26.1
Revenues
 12 Months Ended
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]  
Revenues

Note 3. Revenues

Disaggregation of Revenue

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

 

 

Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

Subscription

 

$

88,982

 

 

$

111,073

 

 

Advisory

 

 

2,084

 

 

 

4,640

 

 

Advertising

 

 

1,494

 

 

 

1,683

 

 

Books

 

 

10

 

 

 

233

 

 

Other revenue

 

 

2,837

 

 

 

2,637

 

 

Total

 

$

95,407

 

 

$

120,266

 

 

Revenue by Geographic Locations

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

 

 

Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

North America

 

$

85,599

 

 

$

95,503

 

 

Europe

 

 

9,194

 

 

 

21,792

 

 

Australia

 

 

614

 

 

 

1,276

 

 

Asia

 

 

-

 

 

 

1,695

 

 

Total

 

$

95,407

 

 

$

120,266

 

 

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 year ended December 31, 2024, revenue attributed to the United Kingdom represented approximately 14% of total revenues. For the years ended December 31, 2025 and 2024, revenue attributed to Belgium represented approximately 5% and 4%, respectively. No other foreign country represented more than five percent of total revenue during the years ended December 31, 2025 and 2024, respectively.

Contract Assets

The Company had contract assets of $590 and $1,240, as of December 31, 2025 and December 31, 2024, respectively. The Company had contract assets of $1,183 as of January 1, 2024. 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 consolidated balance sheets.

Deferred Revenue

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

Balance at December 31, 2023

 

$

44,405

 

Sale of businesses

 

 

(9,715

)

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

 

 

(38,280

)

New deferrals, net of amounts recognized in the current period

 

 

39,274

 

Effects of foreign currency

 

 

(209

)

Balance at December 31, 2024

 

 

35,475

 

Sale of businesses

 

 

(7,698

)

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

 

 

(32,775

)

New deferrals, net of amounts recognized in the current period

 

 

34,572

 

Effects of foreign currency

 

 

470

 

Balance at December 31, 2025

 

$

30,044

 

Costs Capitalized to Obtain Revenue Contracts

During the years ended December 31, 2025 and 2024, the Company capitalized $2,275 and $2,899 of costs to obtain revenue contracts and amortized $3,257 and $3,707 to sales and marketing expense during the years ended December 31, 2025 and 2024, respectively. There were no impairments of costs to obtain revenue contracts for the years ended December 31, 2025 and 2024.

Unsatisfied Performance Obligations

At December 31, 2025 and December 31, 2024, the Company had $71,991 and $92,356 of remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations. The Company expects to recognize this revenue over the next five years.
v3.26.1
Dispositions
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Dispositions

Note 4. 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 $15,257. 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.

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."

 

2024 Dispositions

Sale of Aicel

On October 31, 2024, the Company entered into an agreement to sell the equity of the Company's subsidiary owning and operating its Aicel Technologies business ("Aicel") to a South Korean based-group. Total consideration was $9,650 comprised of a cash payment to the Company of $8,500 and the assumption of an existing convertible note previously issued by Aicel in 2022, with an outstanding total principal and accrued paid-in-kind interest amount of $1,150. The net proceeds, after paying transaction fees, expenses, and taxes were used to repay $5,000 of principal and accrued paid-in-kind interest of the Company's Prior Senior Term Loan. As a result of the sale of Aicel, the Company recorded a gain on disposal of $480.

The Company determined that Aicel was not a significant subsidiary, and the disposition of Aicel 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 Aicel were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

Sale of Board.org

On March 11, 2024, the Company entered into an agreement (the "Purchase Agreement") to sell the equity of the Company's subsidiary owning and operating its Board.org business with Exec Connect Intermediate LLC (the “Exec Connect”). On March 11, 2024, after adjustments based on Board.org’s working capital, indebtedness and transaction expenses, as well as retention payments payable to certain employees of Board.org, the Company received $90,905 in cash (excluding $785 of the purchase price that was deposited into escrow to satisfy certain potential post-closing purchase price adjustments and indemnification claims and including $21 of cash acquired by Exec Connect). As a result of the sale of Board.org, the Company recorded a pre-tax gain on disposal of $71,599, inclusive of the $785 of funds placed in escrow. On June 6, 2024, the Company received $500 of the $785 placed in escrow. At December 31, 2024 the Company had $285 included in other current assets representing the remaining balance held in escrow. On March 17, 2025, the remaining $285 of escrow was released to the Company.

The proceeds from the sale of Board.org were used in part to prepay $65,700 of term loans under the Prior Senior Term Loan, and pay $7,068 of related prepayment and exit fees associated with the retired amount. The remaining $18,137 of net proceeds were retained by the Company for general corporate purposes. As part of the sale the Company recorded a current tax liability for federal and state income tax of $1,571 and a non-cash deferred tax charge of $300.

The Company determined that Board.org was not a significant subsidiary, and the disposition of Board.org 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 Board.org were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements."

v3.26.1
Leases
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Leases

Note 5. 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 leases typically range from one to five years. Certain lease terms may include options to extend 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 years presented:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Operating lease cost

 

$

4,049

 

 

$

4,723

 

Variable lease cost

 

 

264

 

 

 

279

 

Short-term lease cost

 

 

55

 

 

 

210

 

Total lease costs

 

$

4,368

 

 

$

5,212

 

Sublease income

 

$

(122

)

 

$

(130

)

 

The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of December 31, 2025:

2026

 

$

5,073

 

2027

 

 

5,041

 

2028

 

 

5,163

 

2029

 

 

5,289

 

2030

 

 

5,421

 

Thereafter

 

 

2,294

 

Total minimum lease payments

 

 

28,281

 

Less: Amounts representing interest

 

 

5,649

 

Net minimum lease payments

 

$

22,632

 

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Weighted average remaining lease term (in years)

 

 

5.4

 

 

 

6.3

 

Weighted average discount rate

 

 

8.4

%

 

 

8.5

%

The following table presents supplemental cash flow information for the period presented:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash outflows for operating leases

 

$

5,250

 

 

$

5,837

 

Supplemental noncash information on lease liabilities arising from obtaining operating lease assets:

 

 

 

 

 

 

Operating lease assets obtained in exchange for lease obligations

 

$

304

 

 

$

1,042

 
v3.26.1
Property, Plant and Equipment
 12 Months Ended
Dec. 31, 2025
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment

Note 6. Property, Plant and Equipment

The following table details property and equipment as of the dates presented:

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Leasehold improvements

 

$

9,526

 

 

$

9,536

 

Furniture and fixtures

 

 

81

 

 

 

101

 

Equipment

 

 

196

 

 

 

197

 

Computer equipment

 

 

2,318

 

 

 

2,406

 

Total property and equipment

 

$

12,121

 

 

$

12,240

 

 

 

 

 

 

 

 

Less: accumulated depreciation

 

 

(7,944

)

 

 

(7,189

)

Total property and equipment, net

 

$

4,177

 

 

$

5,051

 

 

Long-term assets outside of the United States were less than $1,000 at both December 31, 2025 and 2024.

 

Depreciation expense was $1,039 and $1,241 for the years ended December 31, 2025 and 2024, respectively, and is recorded as part of the general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

v3.26.1
Intangible Assets
 12 Months Ended
Dec. 31, 2025
Intangible Assets, Net (Excluding Goodwill) [Abstract]  
Intangible Assets

Note 7. Intangible Assets

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

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Weighted Average

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Remaining Useful Life (Years) December 31, 2025

 

Customer relationships

 

$

66,570

 

 

$

(35,899

)

 

$

30,671

 

 

$

76,584

 

 

$

(34,867

)

 

$

41,717

 

 

 

6.9

 

Developed technology

 

 

21,738

 

 

 

(18,738

)

 

 

3,000

 

 

 

29,015

 

 

 

(23,662

)

 

 

5,353

 

 

 

5.1

 

Databases

 

 

29,145

 

 

 

(15,068

)

 

 

14,077

 

 

 

29,135

 

 

 

(12,988

)

 

 

16,147

 

 

 

6.9

 

Tradenames

 

 

9,325

 

 

 

(5,090

)

 

 

4,235

 

 

 

10,808

 

 

 

(5,100

)

 

 

5,708

 

 

 

6.6

 

Patents

 

 

871

 

 

 

(248

)

 

 

623

 

 

 

841

 

 

 

(232

)

 

 

609

 

 

 

18.6

 

Content library

 

 

592

 

 

 

(242

)

 

 

350

 

 

 

592

 

 

 

(183

)

 

 

409

 

 

 

5.9

 

Expert network

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,654

 

 

 

(1,715

)

 

 

939

 

 

 

-

 

Total

 

$

128,241

 

 

$

(75,285

)

 

$

52,956

 

 

$

149,629

 

 

$

(78,747

)

 

$

70,882

 

 

 

 

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 $8,072 and $9,925 for the years ended December 31, 2025 and 2024, respectively.

Amortization of developed technology was recorded as part of cost of revenues in the amount of $672 and $2,277 for the years ended December 31, 2025 and 2024, respectively.

The expected future amortization expense for intangible assets as of December 31, 2025 is as follows:

2026

 

$

8,183

 

2027

 

 

8,178

 

2028

 

 

7,958

 

2029

 

 

7,688

 

2030

 

 

7,219

 

Thereafter

 

 

13,730

 

Total

 

$

52,956

 

Capitalized software development costs

Capitalized software development costs are as follows:

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

Capitalized software development costs

 

$

38,284

 

 

$

(25,699

)

 

$

12,585

 

 

$

34,946

 

 

$

(19,847

)

 

$

15,099

 

During the years ended December 31, 2025 and 2024, the Company capitalized interest on capitalized software development costs in the amount of $473 and $583, respectively. Amortization of capitalized software development costs was recorded as part of cost of revenues for the years ended December 31, 2025 and 2024 in the amount of $8,191 and $6,426, respectively. The estimated useful life is determined at the time each project is placed in service.

Impairment of long-lived assets

During each fiscal year, we periodically assessed whether any indicators of impairment existed related to our intangible assets. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of intangible assets below their carrying value. We identified a triggering event during the fourth quarter of 2025, primarily related to the prolonged decline in the Company’s stock price and market capitalization. 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 fourth quarter of 2025.

v3.26.1
Goodwill
 12 Months Ended
Dec. 31, 2025
Goodwill [Roll Forward]  
Goodwill

Note 8. 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, 2023

 

$

187,703

 

Sale of Businesses

 

 

(27,999

)

Impact of foreign currency fluctuations

 

 

(643

)

Balance at December 31, 2024

 

 

159,061

 

Sale of Businesses

 

 

(24,652

)

Impairment

 

 

(12,378

)

Impact of foreign currency fluctuations

 

 

953

 

Balance at December 31, 2025

 

$

122,984

 

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 7, Intangible Assets. In the period following December 31, 2025, the Company has experienced a further decline in its market capitalization based upon its publicly quoted share price. Additionally, as described in Note 19, "Subsequent Events", 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. The Company is monitoring these developments as potential indicators of impairment under ASC 350. As of the date these financial statements were available to be issued, the Company has evaluated whether these factors, individually or in combination, constitute a triggering event requiring an interim goodwill impairment assessment. The Company also considered the impact of its first quarter 2026 restructuring actions, which are expected to result in meaningful reductions in operating costs relative to the assumptions embedded in the December 31, 2025 impairment analysis. If the decline in the Company's share price is sustained or the Company's operating performance does not improve in line with management's expectations, further testing of the Company's goodwill may be required and could result in an additional impairment charge.

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.

The Company performed its annual goodwill impairment test as of October 1, 2024 and determined there to be no

impairment.
v3.26.1
Debt
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt

Note 9. Debt

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

 

 

December 31, 2025

 

 

December 31, 2024

 

2025 Senior Term Loan

 

$

74,063

 

 

$

-

 

2025 GPO Convertible Note

 

 

19,235

 

 

 

-

 

Convertible Debentures

 

 

26,663

 

 

 

-

 

Dragonfly Seller Convertible Notes

 

 

11,982

 

 

 

8,979

 

Prior Senior Term Loan

 

 

-

 

 

 

88,595

 

Prior GPO Convertible Note

 

 

-

 

 

 

36,524

 

Amended Legacy Notes

 

 

-

 

 

 

16,165

 

PPP loan

 

 

-

 

 

 

36

 

Total gross debt

 

 

131,943

 

 

 

150,299

 

Debt issuance costs and debt discount

 

 

(3,495

)

 

 

(3,222

)

Total

 

 

128,448

 

 

 

147,077

 

Less: Current maturities

 

 

(2,813

)

 

 

(36

)

Total long-term debt

 

$

125,635

 

 

$

147,041

 

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 year ended December 31, 2025 was $409, and is included within interest expense in the consolidated statements of operations and comprehensive loss. The remaining unamortized debt discount at December 31, 2025 is $3,576, and is reflected net within debt on the consolidated balance sheet.

On March 23, 2026, the Company into an amendment to its 2025 Senior Term Loan whereby the lenders, (a) waived the Company's default of its minimum ARR requirement, (b) amended the Company's financial covenants through March 31, 2027, and (c) increased the Company's interest rate to SOFR plus 9.50%.

The Company has elected to pay cash interest based on SOFR, which was 11.84% at December 31, 2025. For the year ended December 31, 2025, the Company recognized $3,538 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 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 year ended December 31, 2025 the Company recognized $51 of interest expense related to the Exit Fee. At December 31, 2025, $51 of the minimum Exit Fee has been accrued and is included within Other non-current liabilities on the 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 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 year ended December 31, 2025 was $9, and is included within interest expense in the consolidated statements of operations and comprehensive loss. The remaining unamortized debt premium at December 31, 2025 is $81, and is reflected net within debt on the consolidated balance sheet. The fair value of the embedded redemption features at December 31, 2025 was $165 and is included as a contra-liability in Other non-current liabilities on the consolidated balance sheet. The $75 change in fair value of the embedded redemption features from August 12, 2025 to December 31, 2025 is included within Change in fair value of financial instruments on the consolidated statement of operations and comprehensive income (loss).

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 Prior Senior Term Loan and payment of $1,793 of related prepayment and exit fees.

In connection with the completion of the sale of TimeBase on July 1, 2025, the Company also entered into Amendment No. 6 to the Prior Senior Term Loan, pursuant to which, among other things, the lenders consented to releasing TimeBase as a guarantor under the Prior Senior Term Loan, along with the liens granted on the equity and assets of TimeBase and permitting the consummation of the sale in exchange for the permanent retirement of $2,978 of term loans under the Prior Senior Term Loan and payment of $197 of related prepayment and exit fees

On August 12, 2025, with proceeds from the 2025 Senior Term Loan, the Company retired all of its then outstanding obligations under the Prior Senior Term Loan totaling $62,782 (including accrued and unpaid interest and deferred finance costs). The Company accounted for the retirement of its Prior Senior Term Loan as a debt extinguishment; accordingly, the Company recognized a loss on debt extinguishment of $6,174 during the year ended December 31, 2025.

For the year ended December 31, 2025 and 2024, the Company incurred $5,610 and $14,812 and $448 and $1,068 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 consolidated statements of operations and comprehensive income (loss) and totaled and $2,062 and $2,210 for the years ended December 31, 2025 and 2024, respectively.

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 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.

The Company elected to account for the 2025 GPO Convertible Note using the fair value option. The fair market value at August 12, 2025 and December 31, 2025 was $18,865 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 consolidated statements of operations and comprehensive income (loss) in the amount of a loss of $370 during the year ended December 31, 2025. The Company incurred total interest expense related to the 2025 GPO Convertible Note of $600 for the year ended December 31, 2025 and issued 141,928 Class A Common Stock in satisfaction of such interest expense.

The Company accounted for the redemption and exchange with the GPO Investor as a debt extinguishment. Accordingly, the Company recognized a gain of $422 (net of a $4,443 gain previously recognized in other comprehensive income), which is recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025.

The Company elected to account for the Prior GPO Convertible Note using the fair value option. The fair market value at August 12, 2025 and December 31, 2024 was $41,844 and $36,524, respectively. 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 consolidated statements of operations and comprehensive income (loss) in the amount of a loss of $5,320 for the year ended December 31, 2025. The Company incurred total interest expense related to the Prior GPO Convertible Note of $2,354 and $3,792 for the years ended December 31, 2025 and 2024, respectively.

Convertible Debentures

In conjunction with the establishment of the 2025 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 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.

During the third and fourth quarters of 2025, YA converted $5,900 of principal and $111 of accrued interest in exchange for 1,686,423 shares of the Company’s Class A common stock with a fair value of $7,206. The non-cash charge of $1,602 recognized upon these conversions was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2025.

The Company elected to account for the First YA Debenture and Second YA Debenture using the fair value option. The fair market value at August 12, 2025 and December 31, 2025 was $29,970 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 consolidated statements of operations and comprehensive income (loss) in the amount of a charge of $2,186 for the year ended December 31, 2025. The Company incurred total interest expense related to the First YA Debenture and Second YA Debenture of $524 for the year ended December 31, 2025.

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 extinguishment of the Purchased Original Notes. Accordingly, the Company recognized a loss on debt extinguishment of $1,784 during the year ended December 31, 2025. The Company incurred total interest expense related to the Purchased Original Notes, including the amortization of the various discounts, of $202 and $840 during the years ended December 31, 2025 and 2024, respectively.

Amended Legacy Notes

On March 25, 2025, 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. The Maturity Date of the Legacy Notes was July 31, 2025 (the “Original Maturity Date”), however, the Amendment extended the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date").

Pursuant to the terms of the Amended Legacy Notes, during the year ended December 31, 2025 the Company converted $8,136 of the Legacy Notes into 1,049,421 Class A Common Shares.

The Company incurred total interest expense related to the Amended Legacy Notes, including the amortization of the various discounts, of $1,153 and $1,662 during the years ended December 31, 2025 and 2024, respectively.

On July 30, 2025, the Company and the holders of the Amended Legacy Notes agreed to extend the Original Maturity Date 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. No extinguishment gain or loss was recognized.

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 the 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 Class A 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 consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2025.

The Company elected to account for the Dragonfly Seller Convertible Notes using the fair value option. The fair market value at December 31, 2025 and December 31, 2024 was $11,982 and $8,979, respectively. The cumulative unrealized change in the fair value of the Dragonfly Seller Convertible Notes of $151 is recorded in accumulated other comprehensive income at December 31, 2025. The unrealized change in the fair value of the Dragonfly Seller Convertible Notes of $1,264, as a result of the change in the Company's specific credit risk, is recorded in accumulated other comprehensive income for the year ended December 31, 2024. The non-cash loss was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) in the amount of $735 and $425 for the years ended December 31, 2025 and 2024, respectively. The Company incurred total interest expense related to the Dragonfly Seller Convertible Notes of $1,055 and $980 during the years ended December 31, 2025 and 2024, respectively.

Era Convertible Notes

First Era Convertible Note

In connection with the Company’s strategic commercial partnership, the Company issued a convertible note to EGT-East, LLC ("Era"), a third-party lender, for $5,500 on December 8, 2023 and a second convertible note for $801 on January 5, 2024 (collectively, the "First Era Convertible Note"). The First Era Convertible Note was issued in aggregate principal amount of $6,301, with cash interest at a rate equal to the applicable federal rate published by the Internal Revenue Service beginning on June 8, 2024. All principal and unpaid interest were to mature on December 8, 2027.

Pursuant to the copilot agreement (the "Co-Pilot Agreement") entered into by and among the Company, FiscalNote Inc., a subsidiary of the Company, and Era on December 8, 2023, the Company agreed to issue Era up to an additional $3,150 in the form of shares of the Company's Class A Common Stock no later than June 2024 (the "First Era Convertible Note Partnership Shares").

On April 11, 2024, the Company entered into a letter agreement (the “Letter Agreement”) with Era modifying certain provisions of the First Era Convertible Note and the Co-Pilot Agreement. The Letter Agreement permitted and required the Company to convert approximately $1,599 in aggregate principal amount of the First Era Convertible Note (the “Early Converted Note”). Pursuant to the Letter Agreement, the Company was also required to issue to Era the First Era Convertible Note Partnership Shares. Pursuant to the Letter Agreement, Era had the right to convert the aggregate principal amount of the remaining First Era Convertible Note, but only on or after June 30, 2024, if such conversion right was not cancelled by the terms of the Letter Agreement. On April 11, 2024 and pursuant to the Letter Agreement, the Company issued Era 250,272 shares of Common Stock.

On June 12, 2024 and June 25, 2024 the Company issued the Investor an aggregate amount of 320,735 shares of Common Stock to satisfy its remaining obligations with regards to the First Era Convertible Note and Co-Pilot Agreement. Accordingly, the Company has no obligations outstanding related to the First Era Convertible Note at December 31, 2024 or any time thereafter.

The Company elected to account for the First Era Convertible Note using the fair value option. The non-cash change in fair value of financial instruments recorded in the consolidated statements of operations and comprehensive income (loss) was a loss of $3,189 for the year ended December 31, 2024.

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 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 they were exchanged for the Purchased Original Notes.

The Third Era Convertible Notes are 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 Notes 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 Notes 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 were presented as temporary equity in the 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 in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2025.

On August 12, 2025, the Company retired all of its then outstanding obligations under the Third Era Convertible Note by paying the holders $8,176 in cash. As a result of the extinguishment, the Company recognized a gain of $634 that was recorded in the change in fair value of financial instruments in the consolidated statements of operations and comprehensive income (loss) during the year ended December 31, 2025. In the third quarter of 2025, the Exchange Investor returned, and the Company subsequently cancelled, 182,580 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.

PPP Loan

As of December 31, 2025, the Company has no remaining obligations under the PPP Loan balance.

Total Debt

The following table summarizes the total estimated fair value of the Company's debt as of December 31, 2025 and December 31, 2024, respectively.

 

 

December 31, 2025

 

 

December 31, 2024

 

2025 Senior Term Loan

 

$

70,985

 

 

$

-

 

2025 GPO Convertible Note

 

 

19,235

 

 

 

-

 

Convertible Debentures

 

 

26,663

 

 

 

-

 

Dragonfly Seller Convertible Notes

 

 

11,982

 

 

 

8,979

 

Prior Senior Term Loan

 

 

-

 

 

 

90,679

 

Prior GPO Convertible Note

 

 

-

 

 

 

36,524

 

Amended Legacy Notes

 

 

-

 

 

 

15,728

 

Total

 

$

128,865

 

 

$

151,910

 

 

Maturities of debt during the years subsequent to December 31, 2025 are as follows:

 

2026

 

$

8,813

 

2027

 

 

11,750

 

2028

 

 

47,630

 

2029

 

 

63,750

 

Total

 

$

131,943

 

 

The principal repayments in the table above, include the cash payments of $2,813, $3,750, $3,750 and $63,750 in each of the years 2026, 2027, 2028 and 2029, respectfully. The remaining amounts due are expected to be settled in shares.
v3.26.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

Note 10. Stockholders’ Equity

Authorized Capital Stock

The Company's Class common stock and public warrants are traded on the New York Stock Exchange (“NYSE”) 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 December 31, 2025, the Company had 15,557,379 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 12, 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 December 31, 2025, 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 have 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.
v3.26.1
Earnout Shares and RSUs
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Earnout Shares and RSUs

Note 11. 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 $108 and $353 of share-based compensation expense during the years ended December 31, 2025 and 2024, respectively. 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 consolidated statements of operations and comprehensive income (loss). The liability of $68 was recorded in other non-current liabilities on the consolidated balance sheets as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was no unrecognized compensation expense related to the Earnout Awards. As of December 31, 2025, no Earnout Shares and no Earnout RSUs have been issued as no Triggering Events have occurred.
v3.26.1
Warrant Liabilities
 12 Months Ended
Dec. 31, 2025
Warrants and Rights Note Disclosure [Abstract]  
Warrant Liabilities

Note 12. Warrant Liabilities

As a result of the Reverse Stock Split, and pursuant to the terms of the applicable warrant agreement, at December 31, 2025, the Company has 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 years ended December 31, 2025 and 2024, there were no public warrants exercised into shares of Class A common stock. No private placement warrants have been exercised to date. Accordingly, as of December 31, 2025, the Company had 8,358,964 public warrants and 7,000,000

private placement warrants outstanding with a per share fair value of $0.03. These warrants are accounted for as a liability and have an aggregate fair value of $477 and $2,458 at December 31, 2025 and December 31, 2024.
v3.26.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Stock-Based Compensation

Note 13. 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 Amendment 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, 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 each of January 1, 2024 and January 1, 2025, the number of shares authorized for issuance under the 2022 Plan increased by 304,199 and 928,309, respectively.

During the year ended December 31, 2025, the Company issued 782,394 restricted stock units. At December 31, 2025, 603,932 stock options, 181,994 performance stock options, 1,108,776 restricted stock units, and 13,860 performance based restricted stock units remain outstanding. As of December 31, 2025, the Company had 319,247 shares of Class A common stock available for issuance under the 2022 Plan.

The Company recognized $14,352 and $16,937 of stock-based compensation expense for all long-term incentive plans in effect during the years ended December 31, 2025 and 2024, respectively. The Company recognized $306 of stock-based compensation expense related to acquisition earnouts during the year ended December 31, 2024.

2024 Inducement Grant

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 December 31, 2025, 16,666 stock options and 13,375 restricted stock units remain outstanding. The Company recognized $139 and $73 of stock-based compensation expense for this plan in effect during the years ended December 31, 2025 and 2024, 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 $133 and $280 was recorded as the difference between the fair market value and the discounted purchase price of the Company's common stock for the years ended December 31, 2025 and 2024. As of December 31, 2025, 88,286 shares have been issued under the ESPP and the Company had 520,843 shares of Class A common stock available for issuance under the ESPP.

The following table summarizes activities related to stock options and performance stock units during the period presented:

Stock Options awards

 

Number of
shares

 

 

Weighted-average
exercise price

 

 

Weighted-average
remaining
contractual life (years)

 

 

Aggregate
intrinsic value
(in thousands)

 

Outstanding at December 31, 2023

 

 

772,466

 

 

$

44.88

 

 

 

6.1

 

 

$

-

 

Granted

 

 

213,773

 

 

 

19.44

 

 

 

 

 

 

 

Exercised

 

 

(1,285

)

 

 

4.08

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(35,534

)

 

 

50.28

 

 

 

 

 

 

 

Expired

 

 

(21,848

)

 

 

71.88

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

927,572

 

 

$

38.16

 

 

 

5.9

 

 

$

77

 

Vested and exercisable as of December 31, 2024

 

 

630,773

 

 

$

39.24

 

 

 

4.5

 

 

 

 

Unvested and expected to vest as of December 31, 2024

 

 

296,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

927,572

 

 

$

38.16

 

 

 

5.9

 

 

$

77

 

Granted

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Exercised

 

 

(800

)

 

 

17.52

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(50,992

)

 

 

28.79

 

 

 

 

 

 

 

Expired

 

 

(89,854

)

 

 

34.61

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

785,926

 

 

$

39.24

 

 

 

4.9

 

 

$

-

 

Vested and exercisable as of December 31, 2025

 

 

683,207

 

 

$

39.42

 

 

 

4.4

 

 

 

 

Unvested and expected to vest as of December 31, 2025

 

 

102,719

 

 

 

 

 

 

 

 

 

 

The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2024. There were no stock options granted during the year ended December 31, 2025.

 

 

Years Ended December 31,

 

 

 

2024

 

Expected volatility

 

 

45.49

%

Expected life (years)

 

 

5.96

 

Expected dividend yield

 

 

0.00

%

Risk-free interest rate

 

 

4.33

%

Fair value of options

 

$

18.72

 

 

At December 31, 2025, there was $923 of total unrecognized compensation cost related to outstanding unvested stock option awards including performance stock units that is expected to be recognized over a weighted-average period of approximately two years.

The following table summarizes the Company’s restricted stock unit activity for the periods presented:

Restricted Stock Units

 

Number of
shares

 

 

Weighted-average
Grant Date Fair Value

 

 

Weighted-average
remaining
contractual life (years)

 

 

Aggregate
intrinsic value
(in thousands)

 

Outstanding at December 31, 2023

 

 

537,008

 

 

$

64.56

 

 

 

1.0

 

 

$

7,346

 

Granted

 

 

1,043,259

 

 

 

15.24

 

 

 

 

 

 

 

Vested

 

 

(286,328

)

 

 

58.68

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(123,976

)

 

 

24.84

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,169,963

 

 

$

26.28

 

 

 

1.0

 

 

$

15,022

 

Expected to vest as of December 31, 2024

 

 

1,169,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,169,963

 

 

$

26.28

 

 

 

1.0

 

 

$

15,022

 

Granted

 

 

782,394

 

 

 

7.06

 

 

 

 

 

 

 

Vested

 

 

(562,652

)

 

 

30.54

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(267,069

)

 

 

16.13

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

1,122,636

 

 

$

13.15

 

 

 

0.8

 

 

$

1,649

 

Expected to vest as of December 31, 2025

 

 

1,122,636

 

 

 

13.03

 

 

 

 

 

 

 

At December 31, 2025, there was $9,730 of total unrecognized compensation cost related to outstanding unvested restricted stock units that are expected to be recognized over a weighted-average period of approximately one and half years.

Prior to 2022, the Company granted various executives performance stock options that vest upon certain events occurring. As of December 31, 2025, there were 181,944 performance stock options outstanding. The Company recognized $12 and $24 of share-based compensation expense for performance stock options and stock units for the years ended December 31, 2025 and 2024, respectively.
v3.26.1
Earnings (Loss) Per Share
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 14. 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 earnings (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 income (loss) used in computing basic and diluted earnings per share. Diluted earnings (loss) per share considers the impact of potentially dilutive securities.

The components of basic and diluted earnings (loss) per shares are as follows:

(in thousands, except per share data)

 

Years Ended December 31,

 

Numerator:

 

2025

 

 

2024

 

Net (loss) income used to compute basic and diluted (loss) income per share

 

$

(65,247

)

 

$

9,517

 

Denominator:

 

 

 

 

 

 

Weighted average common stock outstanding, basic and diluted

 

 

14,025,448

 

 

 

11,440,050

 

 

 

 

 

 

 

 

Net (loss) income per share, basic

 

$

(4.65

)

 

$

0.83

 

Net (loss) income per share, diluted

 

$

(4.65

)

 

$

0.83

 

 

 

Since the Company was in a net loss position during the year ended December 31, 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 9, Debt, Note 11, Earnout Shares and RSUs, and Note 13, Share-Based Compensation.
v3.26.1
Provision (Benefit) from Income Taxes
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Provision (Benefit) from Income Taxes

Note 15. Provision (Benefit) from Income Taxes

An analysis of income (loss) from continuing operations before income taxes by domestic and international consisted of the following as of dates presented:

 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Domestic

 

$

(75,373

)

 

$

(13,710

)

Foreign

 

 

8,876

 

 

 

23,763

 

Total

 

$

(66,497

)

 

$

10,053

 

The (benefit) provision for income taxes consisted of the following as of the dates presented:

 

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Current taxes

 

 

 

 

 

 

Federal provision

 

$

(642

)

 

$

500

 

State provision (benefit)

 

 

(459

)

 

 

(67

)

Foreign provision (benefit)

 

 

35

 

 

 

14

 

Total current (benefit) provision

 

 

(1,066

)

 

 

447

 

Deferred taxes

 

 

 

 

 

 

Federal benefit

 

 

(6,977

)

 

 

9,474

 

State benefit

 

 

(1,807

)

 

 

3,542

 

Foreign benefit

 

 

(1,353

)

 

 

166

 

Valuation allowance

 

 

9,953

 

 

 

(13,093

)

Total deferred (benefit) provision

 

 

(184

)

 

 

89

 

Total (benefit) provision from income taxes

 

$

(1,250

)

 

$

536

 

 

 

 

The reconciliation between the U.S. federal statutory income tax rate to the Company’s effective tax rate for the period for the requirements of ASU 2023-09 is presented as follows:

 

 

 

Year Ended December 31, 2025

 

 

 

Amount

 

 

% Rate Effect

 

U.S. Federal provision at statutory rate

 

$

(13,980

)

 

 

21.0

%

State income taxes, net of federal benefit

 

 

(389

)

 

 

0.6

%

Foreign Tax Effects

 

 

-

 

 

 

0.0

%

United Kingdom

 

 

 

 

 

 

     Valuation Allowance

 

 

727

 

 

 

(1.1

)%

     Sale of Businesses

 

 

(2,542

)

 

 

3.8

%

      Other

 

 

(58

)

 

 

0.1

%

Other foreign jurisdictions

 

 

26

 

 

 

(0.0

)%

Effect of Cross-Border Tax Laws

 

 

 

 

 

 

     GILTI

 

 

5,873

 

 

 

(8.8

)%

Change in Valuation Allowance

 

 

6,840

 

 

 

(10.3

)%

Nontaxable or Nondeductible Items

 

 

 

 

 

 

     Debt and related items

 

 

4,480

 

 

 

(5.9

)%

     Sale of Businesses

 

 

(5,252

)

 

 

7.9

%

     Goodwill Impairment

 

 

1,879

 

 

 

(2.8

)%

     Stock compensation

 

 

2,233

 

 

 

(3.4

)%

     Return to Provision

 

 

(719

)

 

 

1.1

%

     Other

 

 

(368

)

 

 

(0.3

)%

Effective tax rate

 

$

(1,250

)

 

 

1.9

%

As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the following table reconciles the U.S. federal statutory income tax rate to the Company's annual effective tax rate:

 

 

 

Year Ended December 31, 2024

 

U.S. Federal provision at statutory rate

 

 

21.0

%

State income taxes, net of federal benefit

 

 

6.7

%

Effects of rate other than statutory

 

 

(3.8

)%

Interest disallowance

 

 

2.3

%

Warrant revaluation

 

 

(4.9

)%

Stock compensation

 

 

29.1

%

Impairment from goodwill and other long-lived assets

 

 

0.0

%

Sale of Board and Aicel

 

 

22.7

%

Nondeductible Intercompany Payable

 

 

16.8

%

Nondeductible expenses from recapitalization

 

 

27.4

%

Change in valuation allowance

 

 

(102.7

)%

Uncertain tax positions

 

 

(10.0

)%

Others

 

 

0.8

%

Effective tax rate

 

 

5.4

%

The Company’s effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to state taxes, stock compensation, and the impact of a valuation allowance on the Company’s deferred tax assets, disallowed interest expense, fair value adjustments on convertible debt, and tax items related to the sale of Board and Aicel.

 

Deferred Income Taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows as of the dates presented:

 

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Stock compensation

 

$

1,897

 

 

$

2,373

 

Section 163(j) interest limitation

 

 

34,686

 

 

 

32,477

 

Deferred revenue

 

 

-

 

 

 

4,928

 

Reserves and accruals

 

 

789

 

 

 

925

 

Capitalized research and development

 

 

-

 

 

 

9,341

 

Lease liability

 

 

5,856

 

 

 

6,604

 

Federal net operating loss carryforward

 

 

36,455

 

 

 

21,257

 

State net operating loss carryforward

 

 

8,588

 

 

 

6,467

 

Foreign net operating loss carryforward

 

 

4,273

 

 

 

7,101

 

Other deferred tax assets

 

 

2,003

 

 

 

685

 

Total deferred tax assets

 

 

94,547

 

 

 

92,158

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Basis difference in fixed assets

 

 

(1,022

)

 

 

(1,225

)

Basis difference in intangibles assets and goodwill

 

 

(12,943

)

 

 

(17,165

)

Right of use asset

 

 

(3,516

)

 

 

(3,928

)

Other deferred tax liabilities

 

 

(1,443

)

 

 

(1,995

)

Total deferred tax liabilities

 

 

(18,924

)

 

 

(24,313

)

Valuation allowance

 

 

(76,099

)

 

 

(69,779

)

Net deferred tax liabilities

 

$

(476

)

 

$

(1,934

)

 

 

 

At December 31, 2025, the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $173,392, of which $35,953 is subject to expiration beginning in 2033 to 2037, and state net operating loss carryforwards of $154,245, which begin to expire in 2029. The utilization of the Company’s net operating loss carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by section 382 of the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. Future changes in stock ownership may result in an ownership change. The Company determined that it underwent an ownership change during 2014 and 2015 as defined by section 382. As a result of the 2014 ownership change, the Company determined that $1,271 of net operating loss carryforward would not be available in future periods. The Company is still in process of analyzing its NOL limitations with respect to 2025. The Company is not aware of any tax law provisions aside from section 382 of the Internal Revenue Code that might limit the availability or utilization of loss or credit amounts. Changes in tax law may also impact our ability to use our net operating loss and tax credit carryforwards.

At December 31, 2025, the Company had Foreign NOL carryforwards in various countries of approximately $19,937, of which $3,041 is subject to expiration beginning in 2031.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years.

The Company decreased the valuation allowance established on its deferred tax assets by $6,320 and decreased the valuation allowance established on its deferred tax assets by $12,741 for the tax years ended December 31, 2025 and 2024, respectively. The Company continues to maintain a valuation allowance on its Federal deferred tax assets related to NOL carryforwards and interest expense limitations under 163(j) and on State deferred tax assets associated with states where FiscalNote files separately and CQ Roll Call’s deferred tax liabilities are not able to be utilized. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions going forward.

On July 4, 2025, U.S. legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” (“The Act”) was signed into law. The Act, among other things, extended key provisions of the 2017 Tax Cuts and Jobs Act and introduced targeted changes to the U.S. federal income tax regime. The most significant of these changes for FiscalNote is the change to immediate expense for research and development costs that were previously capitalized and a change to the calculation for the interest limitation for tax purposes. During the year the Company recorded an immaterial benefit to income tax expense. The Company has also elected to deduct all previously capitalized research and development expenses in 2025, the resulted in an increase to net operating loss carryovers offset with a corresponding valuation allowance. The Company continues to capitalize certain research and development costs based on historic tax law.

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 year ended December 31, 2025, the Company recorded a decrease in uncertain tax position totaling $832 relating to a tax filing position that was contemplated on the prior year tax provision that was not taken on the return. The Company has the following activities relating to unrecognized tax benefits for the periods presented:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Beginning balances at December 31, 2024 and 2023

 

$

832

 

 

$

639

 

Additions due to current year positions

 

 

-

 

 

 

832

 

Lapses in statutes of limitations

 

 

(832

)

 

 

(639

)

Ending balances at December 31, 2025 and 2024

 

$

-

 

 

$

832

 

The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, with the provision for income taxes in the consolidated statements of operations. Included in the balance of unrecognized tax benefits as of December 31, 2025 and December 31, 2024 are $0 and $832, respectively, of tax benefits that, if recognized, would affect the effective tax rate.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various foreign jurisdictions. As of December 31, 2025, the Company is not under examination by income tax authorities in federal, state, or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. We believe that an adequate provision has been made for any adjustments that may result from tax examinations.

Future sales of foreign subsidiaries are not exempt from capital gains tax in the U.S. The Company considers itself permanently reinvested in its foreign subsidiaries, and accordingly, no deferred income tax liability has been recorded for any potential taxable gain that may be realized on a future disposition or liquidation of any of its foreign subsidiaries.

Tax law changes

On July 4, 2025, U.S. legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” was signed into law ("The Act"). The Act, among other things, extended key provisions of the 2017 Tax Cuts and

Jobs Act and introduced targeted changes to the U.S. federal income tax regime. The Company has recorded an income tax benefit of $46 in the year ended December 31, 2025 as a result of The Act.

Cash taxes paid by jurisdiction

The following table provides additional information about cash taxes paid disaggregated by jurisdiction. Cash paid for taxes for prior periods are presented as a supplemental disclosure in the Consolidated Statements of Cash Flow.

 

 

 

Year Ended December 31, 2025

 

US Federal

 

$

-

 

US State and Local

 

 

 

     California

 

 

250

 

     District of Columbia

 

 

90

 

     Illinois

 

 

93

 

     Pennsylvania

 

 

40

 

     Other Jurisdictions

 

 

143

 

Total Domestic

 

 

616

 

Foreign

 

 

 

     Belgium

 

 

134

 

     United Kingdom

 

 

68

 

Total Foreign

 

 

202

 

Total cash paid for income tax, net

 

$

818

 
v3.26.1
Fair Value Measurements and Disclosures
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements and Disclosures

Note 16. 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

These levels are not necessarily an indication of the risk of liquidity associated with the financial assets or liabilities disclosed. In instances where the determination of fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety, as required under ASC 820-10, "Fair Value Measurement." Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate 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 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 presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

4,836

 

 

$

-

 

 

$

-

 

 

$

4,836

 

Short-term investments

 

 

-

 

 

 

5,796

 

 

 

-

 

 

 

5,796

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

1,338

 

 

$

-

 

 

$

-

 

 

$

1,338

 

Private placement warrants

 

 

-

 

 

 

1,120

 

 

 

-

 

 

 

1,120

 

Prior GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

36,524

 

 

 

36,524

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

8,979

 

 

 

8,979

 

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

 

 

Contingent
Liabilities from Acquisitions

 

 

Liability Classified Warrants

 

 

Prior GPO Convertible Note

 

 

Dragonfly Seller Convertible Notes

 

 

Era Convertible Notes

 

 

2025 GPO Note

 

 

Convertible Debentures

 

Balance at December 31, 2023

 

$

130

 

 

$

23

 

 

$

36,954

 

 

$

9,002

 

 

$

5,977

 

 

$

-

 

 

$

-

 

Fair value at issuance date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,058

 

 

 

-

 

 

 

-

 

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

 

 

(117

)

 

 

(23

)

 

 

2,154

 

 

 

425

 

 

 

6,162

 

 

 

-

 

 

 

-

 

Change in fair value included in accumulated other comprehensive income

 

 

-

 

 

 

-

 

 

 

(4,443

)

 

 

(1,264

)

 

 

-

 

 

 

-

 

 

 

-

 

Cash contingent compensation earned and subsequently settled

 

 

(13

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Paid in kind interest

 

 

-

 

 

 

-

 

 

 

3,792

 

 

 

980

 

 

 

-

 

 

 

-

 

 

 

-

 

Note and interest conversion

 

 

 

 

 

 

 

 

(1,933

)

 

 

 

 

 

(16,197

)

 

 

-

 

 

 

-

 

Foreign exchange

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(164

)

 

 

-

 

 

 

-

 

 

 

-

 

Balance at December 31, 2024

 

 

-

 

 

 

-

 

 

 

36,524

 

 

 

8,979

 

 

 

-

 

 

 

-

 

 

 

-

 

Fair value at issuance date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,728

 

 

 

18,865

 

 

 

29,970

 

Change in fair value included in the determination of net loss

 

 

-

 

 

 

-

 

 

 

5,320

 

 

 

735

 

 

 

481

 

 

 

370

 

 

 

2,186

 

Paid in kind interest

 

 

-

 

 

 

-

 

 

 

1,902

 

 

 

1,073

 

 

 

-

 

 

 

-

 

 

 

-

 

Note and interest conversion

 

 

-

 

 

 

-

 

 

 

(1,902

)

 

 

(707

)

 

 

-

 

 

 

-

 

 

 

(5,493

)

Note extinguishment

 

 

-

 

 

 

-

 

 

 

(41,844

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Note settlement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,209

)

 

 

-

 

 

 

-

 

Foreign exchange

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,902

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at December 31, 2025

 

$

-

 

 

$

-

 

 

$

-

 

 

$

11,982

 

 

$

-

 

 

$

19,235

 

 

$

26,663

 

 

(a)
The change in contingent liabilities from acquisitions is recorded as transaction costs on the consolidated statements of operations and comprehensive income (loss).

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 December 31, 2025 and December 31, 2024, the estimated fair value of the short-term investments was $1,995 and $5,796. The Company recognized a non-cash loss of $50 and $176 for the years ended December 31, 2025 and 2024 resulting from the change in fair value of the short-term investments. The change in fair value is recorded in the consolidated statements of operations and comprehensive income (loss).

Public Warrants

The fair value of the public warrants is estimated based on the quoted market price of such warrants on the valuation date. As of December 31, 2025 and December 31, 2024, the estimated fair value of the public warrants was $260 and $1,338, respectively. The Company recognized a non-cash gain of $1,078 and $1,254 during the years ended December 31, 2025 and 2024 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 consolidated statements of operations and comprehensive income (loss).

Private Placement Warrants

As of December 31, 2025 and December 31, 2024, the estimated fair value of the private warrants was $217 and $1,120, respectively. The Company recognized a non-cash gain of $903 and $1,050 during the years ended December 31, 2025 and 2024 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 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 June 30, 2023 issuance date at its estimated fair value of $36,583. The Prior GPO Convertible Note estimated fair value at December 31, 2024 was $36,524 and were determined based on lattice models. The non-cash loss of $2,154 for the year ended December 31, 2024 was recorded in the change in the fair value of financial instruments in the 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 and its estimated fair value of $19,235 at December 31, 2025, respectively. The non-cash loss of $370 for the 2025 GPO Note was recorded in the change of in the fair value of financial instruments in the consolidated statement of operations for the year ended December 31, 2025, respectively. The following table presents the assumptions used to determine the fair value of the 2025 GPO Note and the Prior GPO Convertible Note at December 31, 2025 and at December 31, 2024:

 

 

 

2025 GPO Note

 

 

2025 GPO Note

 

 

Prior GPO Note

 

 

Prior GPO Note

 

 

 

December 31, 2025

 

 

August 12, 2025

 

 

August 12, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

1.47

 

 

$

6.67

 

 

$

6.67

 

 

$

12.84

 

Risk free rate

 

 

3.63

%

 

 

3.80

%

 

 

3.70

%

 

 

4.30

%

Yield

 

 

16.20

%

 

 

15.50

%

 

 

15.10

%

 

 

18.00

%

Expected volatility

 

 

50.00

%

 

 

50.00

%

 

 

50.00

%

 

 

50.00

%

Expected term (years)

 

 

3.9

 

 

 

4.3

 

 

 

2.9

 

 

 

3.5

 

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 December 31, 2025 and December 31, 2024, the estimated fair value of the Dragonfly Seller Convertible Notes were $11,982 and $8,979, respectively, and were based on a lattice model. The non-cash loss of $735 and $425 for the year ended December 31, 2024 is recorded in the change in fair value of financial

instruments in the consolidated statements of operations and comprehensive income (loss). The following table presents the assumptions used to determine the fair value of the Dragonfly Seller Convertible Notes at December 31, 2025 and December 31, 2024:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

1.47

 

 

$

12.84

 

Risk free rate

 

 

3.48

%

 

 

4.27

%

Yield

 

 

16.62

%

 

 

19.50

%

Expected volatility

 

 

50.00

%

 

 

50.00

%

Expected term (years)

 

 

2.1

 

 

 

3.1

 

As of December 31, 2025, the difference between the aggregate fair value and the unpaid principal balance of the Dragonfly Seller Convertible Notes is $2,307.

Convertible Debentures

The initial tranche of the Convertible Debentures were 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 were recognized as a liability on September 11, 2025 at its estimated fair value of $11,000, using a Monte Carlo simulation. The non-cash loss of $2,186 was recorded in the change of in the fair value of financial instruments in the consolidated statement of operations for the year ended December 31, 2025. The following table presents the assumptions used to determine the fair value of the Convertible Debentures at December 31, 2025, September 11, 2025 and August 12, 2025:

 

 

 

December 31, 2025

 

 

September 11, 2025

 

 

August 12, 2025

 

Common stock share price

 

$

1.47

 

 

$

5.10

 

 

$

6.67

 

Risk free rate

 

 

3.48

%

 

 

3.60

%

 

 

3.80

%

Yield

 

 

101.50

%

 

 

96.00

%

 

 

98.00

%

Expected volatility

 

 

111.00

%

 

 

99.00

%

 

 

101.00

%

Expected term (years)

 

1.1 and 1.2 (a)

 

 

 

1.5

 

 

 

1.5

 

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

Liability classified warrants

The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants is calculated using the Black-Scholes calculation with the following inputs:

 

 

December 31, 2024

 

Common stock fair value

 

$

12.84

 

Time to maturity (years)

 

 

0.5

 

Risk-free interest rate

 

 

4.22

%

Volatility

 

 

59.0

%

Exercise price

 

$

8.56

 

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 8, Goodwill, no other impairment charges were identified during the years ended December 31, 2025 and 2024. There were no transfers of assets or liabilities between levels during the years ended December 31, 2025 and 2024. Changes to fair value are recognized as income or expense in the consolidated statements of operations and comprehensive income (loss).
v3.26.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 17. 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 years ended December 31, 2025 and 2024, we received income from Nitra of approximately $122 and $46, respectively.
v3.26.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 18. 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.

v3.26.1
Subsequent Events
 12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events

Note 19. Subsequent Events

The Company has evaluated subsequent events through March 24, 2026, the date that these financial statements were available to be issued.

Amendment No. 1 to the 2025 Senior Term Loan

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 $20.0 million. Amendment No. 1 increases the quarterly principal repayment to (i) $1.9 million for payment on each March 31, 2026, June 30, 2026, September 30, 2026, December 31, 2026 and March 31, 2027 and (ii) $0.9 million for each payment thereafter. Amendment No. 1 also requires the Company to make a mandatory prepayment of $20.0 million no later than March 31, 2027, together with any applicable premium and related fees, and updates the definition of consolidated EBITDA to permit increases for certain baskets and certain severance related expenses.
v3.26.1
Summary of Business and Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2025
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.
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 continue to be traded on the NYSE under the symbol “NOTE.WS”. 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

Liquidity

In accordance with Accounting Standards Codification Topic 205-40, Going Concern, the Company evaluates whether there are certain conditions and events, 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 $26,947 as of December 31, 2025, compared with $35,250 as of December 31, 2024. Further, the Company had negative working capital (excluding cash, restricted cash, and short-term investments) of $25,823 and $29,316 at December 31, 2025 and December 31, 2024,

respectively, and had an accumulated deficit of $872,146 and $806,899 as of December 31, 2025 and December 31, 2024, respectively, and has incurred net losses (excluding the effect of gains on sale of businesses) of $81,829 and $62,500 for the years ended December 31, 2025 and 2024, 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 4, Dispositions). As disclosed in Note 19, "Subsequent Events", the Company did not meet its 2025 Senior Tem Loan minimum annualized recurring revenue financial covenant requirement. This event raised 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.

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, and (c) revised the Company's interest and principal repayment requirements (See Note 19, "Subsequent Events" for additional details). On March 19, 2026, the Company announced an organizational transformation that will reduce operating expenses significantly, including a workforce reduction of approximately 25%. As discussed in Note 9, "Debt", current maturities of principal repayments for other than the 2025 Senior Term Loan will be settled in shares. With the aforementioned actions, management believes this plan will alleviate the substantial doubt about the Company's ability to continue as a going concern.

The Company has implemented various cost saving measures throughout 2025 and 2026 to rationalize its cost structure and is actively evaluating additional cost saving opportunities and sources of capital. The Company expects to have adequate cash and cash flows to support its operating, investing, and financing activities for at least the next twelve months from the date of this filing. Pursuant to Amendment No. 1 of the 2025 Senior Term Loan, the Company is also required to make a $20.0 million prepayment no later than March 31, 2027. This requirement may create uncertainty over the Company's ability to continue as a going concern in the future. The Company’s ability to maintain compliance with its financial covenants and satisfy its debt obligations are based on the Company’s current expectations regarding revenues, improved net retention, collections, cost structure, current cash burn rate and other operating assumptions, which in part, depend on general economic, financial, competitive, legislative, regulatory, and other conditions.

The Company may execute other strategic alternatives to maximize stakeholder value, including further expense reductions, sale of all or portions of the business, corporate capital restructuring or formal reorganization, or liquidation of assets. 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 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 in addition to, and in conjunction with, Amendment No. 1 to the 2025 Senior Term Loan as disclosed in Note 19, Subsequent Events. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Estimates and assumptions made by management include the determination of:

•
revenue recognition;
•
the average period of benefit associated with costs capitalized to obtain revenue contracts;
•
the allowance for doubtful accounts receivable;
•
the useful lives of intangible assets;
•
capitalization of software development costs;
•
valuation of financial instruments;
•
impairment of goodwill and long-lived assets;
•
the fair value of certain stock awards issued; and
•
the recognition, measurement, and valuation of current and deferred income taxes and uncertain tax positions.

Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities.
Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances have been eliminated in consolidation.
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 Consolidated Statements of Operations. Segment expenses and other segment items are provided to the CODM on the same basis as disclosed in the Consolidated Statements of Operations.

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

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 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 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 consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts

without success. As of December 31, 2025 and December 31, 2024, allowance for credit losses of $1,454 and $1,343, 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 December 31, 2025 and December 31, 2024. Revenue derived from the U.S. Federal Government was 17% of revenue for both of the years ended December 31, 2025 and December 31, 2024. As of December 31, 2025 and December 31, 2024, assets located in the United States were approximately 99% and 85% of total assets, respectively.

One vendor accounted for more than 10% of the Company’s accounts payable as of December 31, 2025 and two vendors as of December 31, 2024, respectively. One vendor represented more than 10% of the total purchases made for the year ended December 31, 2025 and for the year ended December 31, 2024.
Revenue Recognition

Revenue Recognition

The Company recognizes revenues upon the satisfaction of its performance obligation(s) (upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled to in exchange for those goods or services. The Company has elected to exclude sales and similar taxes from the transaction price.

The Company determines the amount of revenue to be recognized through the application of the following steps:

(i)
identification of contracts with customers,
(ii)
identification of distinct performance obligations in the contract,
(iii)
determination of contract transaction price,
(iv)
allocation of contract transaction price to the performance obligations, and
(v)
determination of revenue recognition based on timing of satisfaction of the performance obligation(s).

The Company derives its revenues from subscription revenue arrangements and advisory, advertising, and other revenues.

Subscription Revenue

Subscription revenue consists of revenue earned from subscription-based arrangements that provide customers the right to use the Company’s software and products in a cloud-based infrastructure. Subscription revenue is driven primarily by the number of active licenses, the types of products and the price of the subscriptions. The Company also earns subscription-based revenue by licensing to customers its digital content, including transcripts, news and analysis, images, video, and podcast data. Subscription revenue is generally non-refundable regardless of the actual use and is recognized ratably over the non-cancellable contract term beginning on the commencement date of each contract, which is the date the Company’s service is first made available to customers.

The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue, depending on whether transfer of control to customers has occurred. Deferred revenue results from amounts billed to or cash received from customers in advance of the revenue being recognized.

Contract assets represent a conditional right to consideration for satisfied performance obligations that become a receivable when the conditions are satisfied. Contract assets are generated when contractual billing schedules differ from the timing of revenue recognition or cash collection and are included in other current assets in the accompanying consolidated balance sheets.

Advisory, Advertising, and Other Revenues

Advisory revenue is typically earned under contracts for specific deliverables and is non-recurring in nature, although the Company may sell different advisory services to repeat customers. One-time advisory revenue is invoiced according to the terms of the contract, usually delivered to the customer over a short period of time, during which revenue is recognized.

Advertising revenue is primarily generated by delivering advertising in its publications (Roll Call and CQ) in both print and digital formats. Revenue for print advertising is recognized upon publication of the advertisement. Revenue for digital advertising is recognized over the period of the advertisement or, if the contract contains impression guarantees, based on delivered impressions.
Costs Capitalized to Obtain Revenue Contracts

Costs Capitalized to Obtain Revenue Contracts

The Company capitalizes incremental costs of obtaining a contract. Certain sales commissions are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions incurred for obtaining new contracts are deferred and then amortized as selling and marketing expenses on a straight-line basis over a period of benefit that the Company has determined to be approximately four years. The four-year amortization period was determined based on several factors, including the nature of the technology and proprietary data underlying the services being purchased, customer contract renewal rates and industry competition. The Company updates its estimate of the period of benefit periodically and whenever events or circumstances indicate that the period of benefit could change significantly. Such changes, if any, are accounted for prospectively as a change in estimate. The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less. The Company does not have material costs to fulfill contracts with customers.
Cost of Revenues

Cost of Revenues

Cost of revenues primarily consists of expenses related to hosting the Company’s service, the costs of data center capacity, amortization of developed technology and capitalized software development costs, certain fees paid to various third parties for the use of their technology, services, or data, costs of compensation, including bonuses, stock compensation, benefits and other expenses for employees associated with providing professional services and other direct costs of production. Also included in cost of revenues are costs related to develop, publish, print, and deliver publications.
Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

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 December 31, 2025, approximately 62% of the Company’s cash and cash equivalents were held at JPMorgan Chase Bank, N.A.
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 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 are presented as short-term investments within current assets in the consolidated balance sheets. Purchases and sales of short-term investments are classified in the investing section of our consolidated statement of cash flows.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives, which generally are five years for furniture and fixtures, three years for equipment, and the shorter of the useful life or the lease term for leasehold improvements. Software license fees for externally purchased software are capitalized and amortized over the life of the license. Property and equipment are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).
Capitalized Software Development Costs

Capitalized Software Development Costs

The Company capitalizes costs to develop software for internal use, including website development costs, when it is determined the development efforts will result in new or additional functionality or new products. Costs incurred prior to meeting these criteria and costs associated with implementation activities and ongoing maintenance are expensed as incurred and included in operating expenses in the accompanying consolidated statements of operations and comprehensive income (loss). Costs capitalized as internal use software are amortized on a straight-line basis over an estimated useful life that the Company has determined to be three years. Amortization of capitalized software development costs is included in the costs of revenues in the accompanying consolidated statements of operations and comprehensive income (loss). Software

development costs are evaluated for impairment in accordance with management’s policy for finite-lived intangible assets and other long-lived assets (see Note 7, Intangible Assets).
Acquisition-Related Intangibles and Other Long-Lived Assets

Acquisition-Related Intangibles and Other Long-Lived Assets

The Company recognizes acquisition-related intangible assets, such as customer relationships and developed technology, in connection with business combinations. The Company amortizes the cost of acquisition-related intangible assets that have finite useful lives generally on a straight-line basis. The Company evaluates acquisition-related intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups are measured by a comparison of the carrying amount of an asset group to future undiscounted net cash flows expected to be generated by the asset group. This includes assumptions about future prospects for the business that the asset group relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, the Company determines whether the Company needs to take an impairment charge to reduce the value of the asset group stated on the Company’s consolidated balance sheets to reflect its estimated fair value. When the Company considers such assets to be impaired, the amount of impairment the Company recognizes is measured by the amount by which the carrying amount of the asset group exceeds its fair value. There were no impairments of long-lived assets during the year ended December 31, 2025 and December 31, 2024 (see Note 7, Intangible Assets).

Goodwill Impairment

Goodwill Impairment

Goodwill is not amortized, but is evaluated for impairment annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. For purposes of assessing potential impairment, the Company estimates the fair value of its reporting unit based on the price a market participant would be willing to pay in a potential sale of the reporting unit, and compares this amount to the carrying value of the reporting unit. If the Company determines that the carrying value of the reporting unit exceeds its fair value, an impairment charge would be required. The annual goodwill impairment test is performed on October 1st.

As a result of a sustained decrease in our Company share price following our annual impairment test on October 1, 2025, and changes to our internal financial projections, we concluded that a triggering event had occurred and conducted an impairment test of our goodwill and other long-lived assets as of December 31, 2025. During the year ended December 31, 2025, the Company recorded a non-cash goodwill impairment charge of $12,378 (see Note 8, Goodwill). There were no impairments of goodwill during the year ended December 31, 2024.

Leases

Leases

The Company determines if an arrangement is a lease or contains a lease at the inception of the contract. The Company’s leases include certain variable lease payments associated with non-lease components, such as common area maintenance costs and real estate taxes, which are generally charged based on actual amounts incurred by the lessor. The non-lease components are combined with the lease component to account for both as a single lease component.

Lease liabilities, which represent the Company's obligation to make lease payments arising from the lease, and corresponding right-of-use assets, which represent the Company's right to use an underlying asset for the lease term, are recognized at the commencement date of the lease based on the present value of fixed future payments over the lease term. The Company calculates the present value of future payments using a discount rate equal to the Company’s incremental borrowing rate. For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term and lease expense relating to variable payments is expensed as incurred. The Company did not have any finance leases at December 31, 2025 and at December 31, 2024. The Company records costs associated with leases within general and administrative expenses on the consolidated statements of operations and comprehensive income (loss).

The Company subleases certain leased office spaces to third parties and recognizes sublease income on a straight-line basis over the sublease term as an offset to lease expense as part of the general and administrative expense in the consolidated statements of operations and comprehensive income (loss).
Warrant Liabilities

Warrant Liabilities

The Company evaluates its financial instruments, including its outstanding warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company has outstanding public and private warrants, both of which do not meet the criteria for equity classification and are accounted for as liabilities. Accordingly, the Company recognizes the warrants as liabilities at fair value and adjusts the warrants to fair value at each reporting period. The warrant liabilities are subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in the Company’s consolidated statement of operations and comprehensive income (loss).
Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation awards consist of stock options and restricted stock units (collectively “stock-based awards”). The Company has historically issued stock options with exercise prices equal to the fair value of the underlying stock price. Prior to the completion of the Business Combination and listing of the Company’s Class A common stock on the public stock exchange, the fair value of Old FiscalNote common stock underlying the stock options was determined based on then-current valuation estimates at the time of grant. Because such grants occurred prior to the public trading of the Company’s Class A common stock, the fair value of Old FiscalNote common stock was typically determined with assistance of periodic valuation analyses from an independent third-party valuation firm.

The Company calculates the fair value of stock options using the Black-Scholes option-pricing model. For share-based awards with performance conditions, the Company periodically assesses whether the performance conditions have been met or are probable of being met in order to determine the timing and amount of compensation expense to be recognized for each reporting period. Compensation expense for all option awards is recorded on a straight-line basis over the requisite service period of the awards, which is generally the option’s vesting period. These amounts are reduced by the forfeitures as the forfeitures occur.
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.
Income Taxes

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the consolidated financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations and comprehensive income (loss) in the period that includes the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts that are expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is

measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision.
Foreign Currency Transaction

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of operations and comprehensive income (loss). Foreign currency transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income (loss) for the period and historically have not been material.

Currency gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are included in accumulated other comprehensive income (loss).
Fair Value Measurement

Fair Value Measurements

The Company accounts for assets and liabilities in accordance with accounting standards that define fair value and establish a consistent framework for measuring fair value on either a recurring or a nonrecurring basis. Fair value is an exit price representing the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

Accounting standards include disclosure requirements relating to the fair values used for certain financial instruments and establish a fair value hierarchy. The hierarchy prioritizes valuation inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Assets or liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.
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's disclosures.
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2024, and as a result, enhanced certain qualitative considerations within "Segment Information" of Note 1, Summary of Business and Significant Accounting Policies. There were no significant impacts to our existing quantitative disclosures as a result of our adoption of this ASU.

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. We adopted this ASU effective for our Annual Report on Form 10-K for the year ending December 31, 2025 and have applied the provisions on a prospective basis.

The Company has evaluated all issued Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its consolidated statements of operations and comprehensive income (loss), balance sheets, or cash flows.
v3.26.1
Revenues (Tables)
 12 Months Ended
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue

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

 

 

Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

Subscription

 

$

88,982

 

 

$

111,073

 

 

Advisory

 

 

2,084

 

 

 

4,640

 

 

Advertising

 

 

1,494

 

 

 

1,683

 

 

Books

 

 

10

 

 

 

233

 

 

Other revenue

 

 

2,837

 

 

 

2,637

 

 

Total

 

$

95,407

 

 

$

120,266

 

 
Schedule of Revenue by Geographic Operations

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

 

 

Years Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

North America

 

$

85,599

 

 

$

95,503

 

 

Europe

 

 

9,194

 

 

 

21,792

 

 

Australia

 

 

614

 

 

 

1,276

 

 

Asia

 

 

-

 

 

 

1,695

 

 

Total

 

$

95,407

 

 

$

120,266

 

 
Schedule of Deferred Revenue

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

Balance at December 31, 2023

 

$

44,405

 

Sale of businesses

 

 

(9,715

)

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

 

 

(38,280

)

New deferrals, net of amounts recognized in the current period

 

 

39,274

 

Effects of foreign currency

 

 

(209

)

Balance at December 31, 2024

 

 

35,475

 

Sale of businesses

 

 

(7,698

)

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

 

 

(32,775

)

New deferrals, net of amounts recognized in the current period

 

 

34,572

 

Effects of foreign currency

 

 

470

 

Balance at December 31, 2025

 

$

30,044

 
v3.26.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2025
Leases [Abstract]  
Summary of Lease Expense The following table details the composition of lease expense for the years presented:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Operating lease cost

 

$

4,049

 

 

$

4,723

 

Variable lease cost

 

 

264

 

 

 

279

 

Short-term lease cost

 

 

55

 

 

 

210

 

Total lease costs

 

$

4,368

 

 

$

5,212

 

Sublease income

 

$

(122

)

 

$

(130

)
Summary of Future Minimum Lease Payments

The following tables present the future minimum lease payments and additional information about the Company's lease obligations as of December 31, 2025:

2026

 

$

5,073

 

2027

 

 

5,041

 

2028

 

 

5,163

 

2029

 

 

5,289

 

2030

 

 

5,421

 

Thereafter

 

 

2,294

 

Total minimum lease payments

 

 

28,281

 

Less: Amounts representing interest

 

 

5,649

 

Net minimum lease payments

 

$

22,632

 
Summary of Additional Information about Lease Obligations

 

 

December 31, 2025

 

 

December 31, 2024

 

Weighted average remaining lease term (in years)

 

 

5.4

 

 

 

6.3

 

Weighted average discount rate

 

 

8.4

%

 

 

8.5

%
Summary of Supplemental Cash Flow Information

The following table presents supplemental cash flow information for the period presented:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash outflows for operating leases

 

$

5,250

 

 

$

5,837

 

Supplemental noncash information on lease liabilities arising from obtaining operating lease assets:

 

 

 

 

 

 

Operating lease assets obtained in exchange for lease obligations

 

$

304

 

 

$

1,042

 
v3.26.1
Property, Plant and Equipment (Tables)
 12 Months Ended
Dec. 31, 2025
Property, Plant and Equipment [Abstract]  
Summary of Details of Property and Equipment

The following table details property and equipment as of the dates presented:

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Leasehold improvements

 

$

9,526

 

 

$

9,536

 

Furniture and fixtures

 

 

81

 

 

 

101

 

Equipment

 

 

196

 

 

 

197

 

Computer equipment

 

 

2,318

 

 

 

2,406

 

Total property and equipment

 

$

12,121

 

 

$

12,240

 

 

 

 

 

 

 

 

Less: accumulated depreciation

 

 

(7,944

)

 

 

(7,189

)

Total property and equipment, net

 

$

4,177

 

 

$

5,051

 
v3.26.1
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2025
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:

 

 

December 31, 2025

 

 

December 31, 2024

 

 

Weighted Average

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Remaining Useful Life (Years) December 31, 2025

 

Customer relationships

 

$

66,570

 

 

$

(35,899

)

 

$

30,671

 

 

$

76,584

 

 

$

(34,867

)

 

$

41,717

 

 

 

6.9

 

Developed technology

 

 

21,738

 

 

 

(18,738

)

 

 

3,000

 

 

 

29,015

 

 

 

(23,662

)

 

 

5,353

 

 

 

5.1

 

Databases

 

 

29,145

 

 

 

(15,068

)

 

 

14,077

 

 

 

29,135

 

 

 

(12,988

)

 

 

16,147

 

 

 

6.9

 

Tradenames

 

 

9,325

 

 

 

(5,090

)

 

 

4,235

 

 

 

10,808

 

 

 

(5,100

)

 

 

5,708

 

 

 

6.6

 

Patents

 

 

871

 

 

 

(248

)

 

 

623

 

 

 

841

 

 

 

(232

)

 

 

609

 

 

 

18.6

 

Content library

 

 

592

 

 

 

(242

)

 

 

350

 

 

 

592

 

 

 

(183

)

 

 

409

 

 

 

5.9

 

Expert network

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,654

 

 

 

(1,715

)

 

 

939

 

 

 

-

 

Total

 

$

128,241

 

 

$

(75,285

)

 

$

52,956

 

 

$

149,629

 

 

$

(78,747

)

 

$

70,882

 

 

 

 
Schedule of Expected Future Amortization Expense for Intangible Assets

The expected future amortization expense for intangible assets as of December 31, 2025 is as follows:

2026

 

$

8,183

 

2027

 

 

8,178

 

2028

 

 

7,958

 

2029

 

 

7,688

 

2030

 

 

7,219

 

Thereafter

 

 

13,730

 

Total

 

$

52,956

 
Schedule of Capitalized Software Development Costs

Capitalized software development costs are as follows:

 

 

December 31, 2025

 

 

December 31, 2024

 

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Carrying Amount

 

Capitalized software development costs

 

$

38,284

 

 

$

(25,699

)

 

$

12,585

 

 

$

34,946

 

 

$

(19,847

)

 

$

15,099

 
v3.26.1
Goodwill (Tables)
 12 Months Ended
Dec. 31, 2025
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, 2023

 

$

187,703

 

Sale of Businesses

 

 

(27,999

)

Impact of foreign currency fluctuations

 

 

(643

)

Balance at December 31, 2024

 

 

159,061

 

Sale of Businesses

 

 

(24,652

)

Impairment

 

 

(12,378

)

Impact of foreign currency fluctuations

 

 

953

 

Balance at December 31, 2025

 

$

122,984

 
v3.26.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2025
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:

 

 

December 31, 2025

 

 

December 31, 2024

 

2025 Senior Term Loan

 

$

74,063

 

 

$

-

 

2025 GPO Convertible Note

 

 

19,235

 

 

 

-

 

Convertible Debentures

 

 

26,663

 

 

 

-

 

Dragonfly Seller Convertible Notes

 

 

11,982

 

 

 

8,979

 

Prior Senior Term Loan

 

 

-

 

 

 

88,595

 

Prior GPO Convertible Note

 

 

-

 

 

 

36,524

 

Amended Legacy Notes

 

 

-

 

 

 

16,165

 

PPP loan

 

 

-

 

 

 

36

 

Total gross debt

 

 

131,943

 

 

 

150,299

 

Debt issuance costs and debt discount

 

 

(3,495

)

 

 

(3,222

)

Total

 

 

128,448

 

 

 

147,077

 

Less: Current maturities

 

 

(2,813

)

 

 

(36

)

Total long-term debt

 

$

125,635

 

 

$

147,041

 
Summary of Estimated Fair Value of Debt

The following table summarizes the total estimated fair value of the Company's debt as of December 31, 2025 and December 31, 2024, respectively.

 

 

December 31, 2025

 

 

December 31, 2024

 

2025 Senior Term Loan

 

$

70,985

 

 

$

-

 

2025 GPO Convertible Note

 

 

19,235

 

 

 

-

 

Convertible Debentures

 

 

26,663

 

 

 

-

 

Dragonfly Seller Convertible Notes

 

 

11,982

 

 

 

8,979

 

Prior Senior Term Loan

 

 

-

 

 

 

90,679

 

Prior GPO Convertible Note

 

 

-

 

 

 

36,524

 

Amended Legacy Notes

 

 

-

 

 

 

15,728

 

Total

 

$

128,865

 

 

$

151,910

 

 
Summary of Maturities of Debt

Maturities of debt during the years subsequent to December 31, 2025 are as follows:

 

2026

 

$

8,813

 

2027

 

 

11,750

 

2028

 

 

47,630

 

2029

 

 

63,750

 

Total

 

$

131,943

 

 

The principal repayments in the table above, include the cash payments of $2,813, $3,750, $3,750 and $63,750 in each of the years 2026, 2027, 2028 and 2029, respectfully. The remaining amounts due are expected to be settled in shares.
v3.26.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2025
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Summary of Activities Related to Stock Options and Performance Stock Units

The following table summarizes activities related to stock options and performance stock units during the period presented:

Stock Options awards

 

Number of
shares

 

 

Weighted-average
exercise price

 

 

Weighted-average
remaining
contractual life (years)

 

 

Aggregate
intrinsic value
(in thousands)

 

Outstanding at December 31, 2023

 

 

772,466

 

 

$

44.88

 

 

 

6.1

 

 

$

-

 

Granted

 

 

213,773

 

 

 

19.44

 

 

 

 

 

 

 

Exercised

 

 

(1,285

)

 

 

4.08

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(35,534

)

 

 

50.28

 

 

 

 

 

 

 

Expired

 

 

(21,848

)

 

 

71.88

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

927,572

 

 

$

38.16

 

 

 

5.9

 

 

$

77

 

Vested and exercisable as of December 31, 2024

 

 

630,773

 

 

$

39.24

 

 

 

4.5

 

 

 

 

Unvested and expected to vest as of December 31, 2024

 

 

296,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

927,572

 

 

$

38.16

 

 

 

5.9

 

 

$

77

 

Granted

 

 

-

 

 

 

-

 

 

 

 

 

 

 

Exercised

 

 

(800

)

 

 

17.52

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(50,992

)

 

 

28.79

 

 

 

 

 

 

 

Expired

 

 

(89,854

)

 

 

34.61

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

785,926

 

 

$

39.24

 

 

 

4.9

 

 

$

-

 

Vested and exercisable as of December 31, 2025

 

 

683,207

 

 

$

39.42

 

 

 

4.4

 

 

 

 

Unvested and expected to vest as of December 31, 2025

 

 

102,719

 

 

 

 

 

 

 

 

 

 
Summary of Weighted Average Assumptions Used to Estimate Fair Value

The following table summarizes the weighted-average assumptions used to estimate the fair value of stock options granted during the year ended December 31, 2024. There were no stock options granted during the year ended December 31, 2025.

 

 

Years Ended December 31,

 

 

 

2024

 

Expected volatility

 

 

45.49

%

Expected life (years)

 

 

5.96

 

Expected dividend yield

 

 

0.00

%

Risk-free interest rate

 

 

4.33

%

Fair value of options

 

$

18.72

 

 
Summarizes Restricted Stock Unit Activity

The following table summarizes the Company’s restricted stock unit activity for the periods presented:

Restricted Stock Units

 

Number of
shares

 

 

Weighted-average
Grant Date Fair Value

 

 

Weighted-average
remaining
contractual life (years)

 

 

Aggregate
intrinsic value
(in thousands)

 

Outstanding at December 31, 2023

 

 

537,008

 

 

$

64.56

 

 

 

1.0

 

 

$

7,346

 

Granted

 

 

1,043,259

 

 

 

15.24

 

 

 

 

 

 

 

Vested

 

 

(286,328

)

 

 

58.68

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(123,976

)

 

 

24.84

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,169,963

 

 

$

26.28

 

 

 

1.0

 

 

$

15,022

 

Expected to vest as of December 31, 2024

 

 

1,169,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,169,963

 

 

$

26.28

 

 

 

1.0

 

 

$

15,022

 

Granted

 

 

782,394

 

 

 

7.06

 

 

 

 

 

 

 

Vested

 

 

(562,652

)

 

 

30.54

 

 

 

 

 

 

 

Cancelled and forfeited

 

 

(267,069

)

 

 

16.13

 

 

 

 

 

 

 

Outstanding at December 31, 2025

 

 

1,122,636

 

 

$

13.15

 

 

 

0.8

 

 

$

1,649

 

Expected to vest as of December 31, 2025

 

 

1,122,636

 

 

 

13.03

 

 

 

 

 

 

 
v3.26.1
Earnings (Loss) Per Share (Tables)
 12 Months Ended
Dec. 31, 2025
Earnings Per Share [Abstract]  
Components of Basic and Diluted Earnings (Loss) Per Shares

The components of basic and diluted earnings (loss) per shares are as follows:

(in thousands, except per share data)

 

Years Ended December 31,

 

Numerator:

 

2025

 

 

2024

 

Net (loss) income used to compute basic and diluted (loss) income per share

 

$

(65,247

)

 

$

9,517

 

Denominator:

 

 

 

 

 

 

Weighted average common stock outstanding, basic and diluted

 

 

14,025,448

 

 

 

11,440,050

 

 

 

 

 

 

 

 

Net (loss) income per share, basic

 

$

(4.65

)

 

$

0.83

 

Net (loss) income per share, diluted

 

$

(4.65

)

 

$

0.83

 

 

 
v3.26.1
Provision (Benefit) from Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Schedule of Analysis of Income (Loss) from Continuing Operations Before Income Taxes by Domestic and International

An analysis of income (loss) from continuing operations before income taxes by domestic and international consisted of the following as of dates presented:

 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Domestic

 

$

(75,373

)

 

$

(13,710

)

Foreign

 

 

8,876

 

 

 

23,763

 

Total

 

$

(66,497

)

 

$

10,053

 
Schedule of (Benefit) Provision for Income Taxes

The (benefit) provision for income taxes consisted of the following as of the dates presented:

 

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Current taxes

 

 

 

 

 

 

Federal provision

 

$

(642

)

 

$

500

 

State provision (benefit)

 

 

(459

)

 

 

(67

)

Foreign provision (benefit)

 

 

35

 

 

 

14

 

Total current (benefit) provision

 

 

(1,066

)

 

 

447

 

Deferred taxes

 

 

 

 

 

 

Federal benefit

 

 

(6,977

)

 

 

9,474

 

State benefit

 

 

(1,807

)

 

 

3,542

 

Foreign benefit

 

 

(1,353

)

 

 

166

 

Valuation allowance

 

 

9,953

 

 

 

(13,093

)

Total deferred (benefit) provision

 

 

(184

)

 

 

89

 

Total (benefit) provision from income taxes

 

$

(1,250

)

 

$

536

 

 

 

 
Schedule of Reconciliation Between U.S. Federal Statutory Income Tax Rate to Annual Effective Tax

The reconciliation between the U.S. federal statutory income tax rate to the Company’s effective tax rate for the period for the requirements of ASU 2023-09 is presented as follows:

 

 

 

Year Ended December 31, 2025

 

 

 

Amount

 

 

% Rate Effect

 

U.S. Federal provision at statutory rate

 

$

(13,980

)

 

 

21.0

%

State income taxes, net of federal benefit

 

 

(389

)

 

 

0.6

%

Foreign Tax Effects

 

 

-

 

 

 

0.0

%

United Kingdom

 

 

 

 

 

 

     Valuation Allowance

 

 

727

 

 

 

(1.1

)%

     Sale of Businesses

 

 

(2,542

)

 

 

3.8

%

      Other

 

 

(58

)

 

 

0.1

%

Other foreign jurisdictions

 

 

26

 

 

 

(0.0

)%

Effect of Cross-Border Tax Laws

 

 

 

 

 

 

     GILTI

 

 

5,873

 

 

 

(8.8

)%

Change in Valuation Allowance

 

 

6,840

 

 

 

(10.3

)%

Nontaxable or Nondeductible Items

 

 

 

 

 

 

     Debt and related items

 

 

4,480

 

 

 

(5.9

)%

     Sale of Businesses

 

 

(5,252

)

 

 

7.9

%

     Goodwill Impairment

 

 

1,879

 

 

 

(2.8

)%

     Stock compensation

 

 

2,233

 

 

 

(3.4

)%

     Return to Provision

 

 

(719

)

 

 

1.1

%

     Other

 

 

(368

)

 

 

(0.3

)%

Effective tax rate

 

$

(1,250

)

 

 

1.9

%

As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the following table reconciles the U.S. federal statutory income tax rate to the Company's annual effective tax rate:

 

 

 

Year Ended December 31, 2024

 

U.S. Federal provision at statutory rate

 

 

21.0

%

State income taxes, net of federal benefit

 

 

6.7

%

Effects of rate other than statutory

 

 

(3.8

)%

Interest disallowance

 

 

2.3

%

Warrant revaluation

 

 

(4.9

)%

Stock compensation

 

 

29.1

%

Impairment from goodwill and other long-lived assets

 

 

0.0

%

Sale of Board and Aicel

 

 

22.7

%

Nondeductible Intercompany Payable

 

 

16.8

%

Nondeductible expenses from recapitalization

 

 

27.4

%

Change in valuation allowance

 

 

(102.7

)%

Uncertain tax positions

 

 

(10.0

)%

Others

 

 

0.8

%

Effective tax rate

 

 

5.4

%
Schedule of Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities were as follows as of the dates presented:

 

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

Stock compensation

 

$

1,897

 

 

$

2,373

 

Section 163(j) interest limitation

 

 

34,686

 

 

 

32,477

 

Deferred revenue

 

 

-

 

 

 

4,928

 

Reserves and accruals

 

 

789

 

 

 

925

 

Capitalized research and development

 

 

-

 

 

 

9,341

 

Lease liability

 

 

5,856

 

 

 

6,604

 

Federal net operating loss carryforward

 

 

36,455

 

 

 

21,257

 

State net operating loss carryforward

 

 

8,588

 

 

 

6,467

 

Foreign net operating loss carryforward

 

 

4,273

 

 

 

7,101

 

Other deferred tax assets

 

 

2,003

 

 

 

685

 

Total deferred tax assets

 

 

94,547

 

 

 

92,158

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

 

 

 

 

Basis difference in fixed assets

 

 

(1,022

)

 

 

(1,225

)

Basis difference in intangibles assets and goodwill

 

 

(12,943

)

 

 

(17,165

)

Right of use asset

 

 

(3,516

)

 

 

(3,928

)

Other deferred tax liabilities

 

 

(1,443

)

 

 

(1,995

)

Total deferred tax liabilities

 

 

(18,924

)

 

 

(24,313

)

Valuation allowance

 

 

(76,099

)

 

 

(69,779

)

Net deferred tax liabilities

 

$

(476

)

 

$

(1,934

)

 

 
Summary of Activities Relating to Unrecognized Tax Benefits The Company has the following activities relating to unrecognized tax benefits for the periods presented:

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Beginning balances at December 31, 2024 and 2023

 

$

832

 

 

$

639

 

Additions due to current year positions

 

 

-

 

 

 

832

 

Lapses in statutes of limitations

 

 

(832

)

 

 

(639

)

Ending balances at December 31, 2025 and 2024

 

$

-

 

 

$

832

 
Schedule of Cash Taxes Paid by Jurisdiction

The following table provides additional information about cash taxes paid disaggregated by jurisdiction. Cash paid for taxes for prior periods are presented as a supplemental disclosure in the Consolidated Statements of Cash Flow.

 

 

 

Year Ended December 31, 2025

 

US Federal

 

$

-

 

US State and Local

 

 

 

     California

 

 

250

 

     District of Columbia

 

 

90

 

     Illinois

 

 

93

 

     Pennsylvania

 

 

40

 

     Other Jurisdictions

 

 

143

 

Total Domestic

 

 

616

 

Foreign

 

 

 

     Belgium

 

 

134

 

     United Kingdom

 

 

68

 

Total Foreign

 

 

202

 

Total cash paid for income tax, net

 

$

818

 
v3.26.1
Fair Value Measurements and Disclosures (Tables)
 12 Months Ended
Dec. 31, 2025
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 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 presents the Company’s financial assets and liabilities accounted for at fair value on a recurring basis as of December 31, 2024 by level within the fair value hierarchy:

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

4,836

 

 

$

-

 

 

$

-

 

 

$

4,836

 

Short-term investments

 

 

-

 

 

 

5,796

 

 

 

-

 

 

 

5,796

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Public warrants

 

$

1,338

 

 

$

-

 

 

$

-

 

 

$

1,338

 

Private placement warrants

 

 

-

 

 

 

1,120

 

 

 

-

 

 

 

1,120

 

Prior GPO Convertible Note

 

 

-

 

 

 

-

 

 

 

36,524

 

 

 

36,524

 

Dragonfly Seller Convertible Notes

 

 

-

 

 

 

-

 

 

 

8,979

 

 

 

8,979

 
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:

 

 

Contingent
Liabilities from Acquisitions

 

 

Liability Classified Warrants

 

 

Prior GPO Convertible Note

 

 

Dragonfly Seller Convertible Notes

 

 

Era Convertible Notes

 

 

2025 GPO Note

 

 

Convertible Debentures

 

Balance at December 31, 2023

 

$

130

 

 

$

23

 

 

$

36,954

 

 

$

9,002

 

 

$

5,977

 

 

$

-

 

 

$

-

 

Fair value at issuance date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,058

 

 

 

-

 

 

 

-

 

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

 

 

(117

)

 

 

(23

)

 

 

2,154

 

 

 

425

 

 

 

6,162

 

 

 

-

 

 

 

-

 

Change in fair value included in accumulated other comprehensive income

 

 

-

 

 

 

-

 

 

 

(4,443

)

 

 

(1,264

)

 

 

-

 

 

 

-

 

 

 

-

 

Cash contingent compensation earned and subsequently settled

 

 

(13

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Paid in kind interest

 

 

-

 

 

 

-

 

 

 

3,792

 

 

 

980

 

 

 

-

 

 

 

-

 

 

 

-

 

Note and interest conversion

 

 

 

 

 

 

 

 

(1,933

)

 

 

 

 

 

(16,197

)

 

 

-

 

 

 

-

 

Foreign exchange

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(164

)

 

 

-

 

 

 

-

 

 

 

-

 

Balance at December 31, 2024

 

 

-

 

 

 

-

 

 

 

36,524

 

 

 

8,979

 

 

 

-

 

 

 

-

 

 

 

-

 

Fair value at issuance date

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,728

 

 

 

18,865

 

 

 

29,970

 

Change in fair value included in the determination of net loss

 

 

-

 

 

 

-

 

 

 

5,320

 

 

 

735

 

 

 

481

 

 

 

370

 

 

 

2,186

 

Paid in kind interest

 

 

-

 

 

 

-

 

 

 

1,902

 

 

 

1,073

 

 

 

-

 

 

 

-

 

 

 

-

 

Note and interest conversion

 

 

-

 

 

 

-

 

 

 

(1,902

)

 

 

(707

)

 

 

-

 

 

 

-

 

 

 

(5,493

)

Note extinguishment

 

 

-

 

 

 

-

 

 

 

(41,844

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Note settlement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,209

)

 

 

-

 

 

 

-

 

Foreign exchange

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,902

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance at December 31, 2025

 

$

-

 

 

$

-

 

 

$

-

 

 

$

11,982

 

 

$

-

 

 

$

19,235

 

 

$

26,663

 

 

(a)
The change in contingent liabilities from acquisitions is recorded as transaction costs on the consolidated statements of operations and comprehensive income (loss).
GPO Convertible Note  
Summary of Inputs and Assumptions The non-cash loss of $370 for the 2025 GPO Note was recorded in the change of in the fair value of financial instruments in the consolidated statement of operations for the year ended December 31, 2025, respectively. The following table presents the assumptions used to determine the fair value of the 2025 GPO Note and the Prior GPO Convertible Note at December 31, 2025 and at December 31, 2024:

 

 

 

2025 GPO Note

 

 

2025 GPO Note

 

 

Prior GPO Note

 

 

Prior GPO Note

 

 

 

December 31, 2025

 

 

August 12, 2025

 

 

August 12, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

1.47

 

 

$

6.67

 

 

$

6.67

 

 

$

12.84

 

Risk free rate

 

 

3.63

%

 

 

3.80

%

 

 

3.70

%

 

 

4.30

%

Yield

 

 

16.20

%

 

 

15.50

%

 

 

15.10

%

 

 

18.00

%

Expected volatility

 

 

50.00

%

 

 

50.00

%

 

 

50.00

%

 

 

50.00

%

Expected term (years)

 

 

3.9

 

 

 

4.3

 

 

 

2.9

 

 

 

3.5

 
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 December 31, 2025 and December 31, 2024:

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Common stock share price

 

$

1.47

 

 

$

12.84

 

Risk free rate

 

 

3.48

%

 

 

4.27

%

Yield

 

 

16.62

%

 

 

19.50

%

Expected volatility

 

 

50.00

%

 

 

50.00

%

Expected term (years)

 

 

2.1

 

 

 

3.1

 
Convertible Debentures  
Summary of Inputs and Assumptions The following table presents the assumptions used to determine the fair value of the Convertible Debentures at December 31, 2025, September 11, 2025 and August 12, 2025:

 

 

 

December 31, 2025

 

 

September 11, 2025

 

 

August 12, 2025

 

Common stock share price

 

$

1.47

 

 

$

5.10

 

 

$

6.67

 

Risk free rate

 

 

3.48

%

 

 

3.60

%

 

 

3.80

%

Yield

 

 

101.50

%

 

 

96.00

%

 

 

98.00

%

Expected volatility

 

 

111.00

%

 

 

99.00

%

 

 

101.00

%

Expected term (years)

 

1.1 and 1.2 (a)

 

 

 

1.5

 

 

 

1.5

 

(a) - Includes both the First and Second YA Debenture
Last Out Lender Warrants  
Summary of Inputs and Assumptions

The Last Out Lender Warrants are classified as Level 3 in the fair value hierarchy. The fair value of the Last Out Lender Warrants is calculated using the Black-Scholes calculation with the following inputs:

 

 

December 31, 2024

 

Common stock fair value

 

$

12.84

 

Time to maturity (years)

 

 

0.5

 

Risk-free interest rate

 

 

4.22

%

Volatility

 

 

59.0

%

Exercise price

 

$

8.56

 
v3.26.1
Summary of Business and Significant Accounting Policies - Additional Information (Details) - USD ($)
 3 Months Ended 12 Months Ended
Jan. 01, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Significant Accounting Policies [Line Items]        
Cash and cash equivalents   $ 24,319,000 $ 24,319,000 $ 28,814,000
Accumulated deficit   $ (872,146,000) $ (872,146,000) (806,899,000)
Capitalized contract cost, amortization period   4 years 4 years  
Practical expedient to expense commissions for renewal contracts, description     The Company has elected to use a practical expedient to expense commissions for renewal contracts when the renewal period is 12 months or less  
Percentage of cash and cash equivalents held   62.00% 62.00%  
Impairment of goodwill $ 0 $ 12,378,000 $ 12,378,000 0
Impairments of long-lived assets   0 0 0
Operating Lease, Right-of-Use Asset   13,646,000 13,646,000 15,620,000
Operating Lease, Liability   $ 22,632,000 22,632,000  
Gain on sale of business     16,582,000 72,017,000
impairments of long lived assets     $ 0 $ 0
Furniture and Fixtures        
Significant Accounting Policies [Line Items]        
Property and equipment, estimated useful life   5 years 5 years  
Equipment        
Significant Accounting Policies [Line Items]        
Property and equipment, estimated useful life   3 years 3 years  
Leasehold Improvements        
Significant Accounting Policies [Line Items]        
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]   us-gaap:UsefulLifeTermOfLeaseMember us-gaap:UsefulLifeTermOfLeaseMember  
Internal Use Software        
Significant Accounting Policies [Line Items]        
Property and equipment, estimated useful life   3 years 3 years  
Paycheck Protection Program        
Significant Accounting Policies [Line Items]        
Remaining balance of loan   $ 0 $ 0  
v3.26.1
Summary of Business and Significant Accounting Policies - Additional Information (Details2)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Segment
$ / shares
shares
Dec. 31, 2024
USD ($)
Mar. 23, 2026
USD ($)
Mar. 19, 2026
Aug. 22, 2025
$ / shares
shares
Significant Accounting Policies [Line Items]          
Exercise price of warrant after reverse stock split | $ / shares $ 87.82       $ 87.82
Cash, cash equalents, restricted cash, and short-term investments $ 26,947 $ 35,250      
Working capital deficit 25,823 29,316      
Accumulated deficit (872,146) (806,899)      
Net losses excluding effect of gains on sale of businesses $ 81,829 $ 62,500      
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.        
Subsequent Event          
Significant Accounting Policies [Line Items]          
Percentage of workforce reduction       25.00%  
Amendment No. 1 and Waiver to 2025 Senior Term Loan | Subsequent Event          
Significant Accounting Policies [Line Items]          
Mandatory prepayment of loan     $ 20,000    
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
v3.26.1
Summary of Business and Significant Accounting Policies - Additional Information (Details3) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Significant Accounting Policies [Line Items]    
Allowance for credit losses $ 1,454 $ 1,343
Accounts Receivable | Customer Concentration Risk | Customer One    
Significant Accounting Policies [Line Items]    
Concentration risk, percentage 10.00% 10.00%
Assets | Geographic Concentration Risk | Single Customer | United States    
Significant Accounting Policies [Line Items]    
Concentration risk, percentage 99.00% 85.00%
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%
U.S. Federal Government | Revenue | Customer Concentration Risk    
Significant Accounting Policies [Line Items]    
Concentration risk, percentage 17.00% 17.00%
v3.26.1
Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Disaggregation Of Revenue [Line Items]    
Total revenues $ 95,407 $ 120,266
Subscription    
Disaggregation Of Revenue [Line Items]    
Total revenues 88,982 111,073
Advisory    
Disaggregation Of Revenue [Line Items]    
Total revenues 2,084 4,640
Advertising    
Disaggregation Of Revenue [Line Items]    
Total revenues 1,494 1,683
Books    
Disaggregation Of Revenue [Line Items]    
Total revenues 10 233
Other Revenue    
Disaggregation Of Revenue [Line Items]    
Total revenues $ 2,837 $ 2,637
v3.26.1
Revenues - Revenue by Geographic Locations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Disaggregation Of Revenue [Line Items]    
Total revenues $ 95,407 $ 120,266
North America    
Disaggregation Of Revenue [Line Items]    
Total revenues 85,599 95,503
Europe    
Disaggregation Of Revenue [Line Items]    
Total revenues 9,194 21,792
Australia    
Disaggregation Of Revenue [Line Items]    
Total revenues $ 614 1,276
Asia    
Disaggregation Of Revenue [Line Items]    
Total revenues   $ 1,695
v3.26.1
Revenues - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Jan. 01, 2024
Disaggregation Of Revenue [Line Items]      
Contract assets $ 590,000 $ 1,240,000 $ 1,183,000
Capitalized cost 2,275,000 2,899,000  
Impairments of costs to obtain revenue contracts 0 0  
Revenue remaining performance obligation 71,991,000 92,356,000  
Sales and Marketing Expense      
Disaggregation Of Revenue [Line Items]      
Capitalized cost, amortization $ 3,257,000 $ 3,707,000  
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   14.00%  
Geographic Concentration Risk | Revenue | Belgium      
Disaggregation Of Revenue [Line Items]      
Concentration risk, percentage 5.00% 4.00%  
v3.26.1
Revenues - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Contract with Customer, Liability [Abstract]    
Beginning balance $ 35,475 $ 44,405
Sale of businesses (7,698) (9,715)
Revenue recognized in the current period from amounts in the prior balance (32,775) (38,280)
New deferrals, net of amounts recognized in the current period 34,572 39,274
Effects of foreign currency 470 (209)
Ending balance $ 30,044 $ 35,475
v3.26.1
Revenues - Additional Information (Details1)
Dec. 31, 2025
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01  
Disaggregation Of Revenue [Line Items]  
Revenue remaining performance obligation, expected satisfaction period 1 year
Revenue, remaining performance obligation, expected timing of satisfaction, year 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
 12 Months Ended
May 02, 2025
Mar. 31, 2025
Oct. 31, 2024
Mar. 11, 2024
Dec. 31, 2025
Dec. 31, 2024
Mar. 17, 2025
Jun. 30, 2024
Business Acquisition [Line Items]                
Gain (Loss) on Disposition of Business         $ 16,582 $ 72,017    
Sale of Businesses         $ 16,582 72,017    
Board.Org                
Business Acquisition [Line Items]                
Prepayment And Exit Fees       $ 7,068        
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total       18,137        
Current Federal, State and Local, Tax Expense (Benefit), Total       1,571        
Prepayment and exit fees       7,068        
Net proceeds from sale of business       18,137        
Current tax liability for federal and state income tax       1,571        
Non-cash deferred tax charge       300        
Term Loans | Prior Senior Term Loan [Member] | Board.Org                
Business Acquisition [Line Items]                
Repayments of Debt       65,700        
Prepayments of debt       65,700        
Exec Connect Intermediate LLC | Board.Org                
Business Acquisition [Line Items]                
Escrow Deposit       785   285 $ 285  
Gain (Loss) on Disposition of Business       71,599        
Cash received       90,905        
Escrow deposit       785   $ 285 $ 285  
Cash acquired by the buyer       21        
Sale of Businesses       $ 71,599        
Escrow deposit received               $ 500
Aicel Technologies                
Business Acquisition [Line Items]                
Gain (Loss) on Disposition of Business     $ 480          
Total     9,650          
Payments to Acquire Businesses, Gross     8,500          
Acquisition consideration     9,650          
Accrued paid in kind interest     1,150          
Proceeds from Business Combination, net of transaction costs     5,000          
Sale of Businesses     480          
Cash consideration     $ 8,500          
Timebase [Member]                
Business Acquisition [Line Items]                
Gain (Loss) on Disposition of Business $ 1,325              
Prepayment And Exit Fees 197              
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total 3,501              
Total 7,414              
Payments to Acquire Businesses, Gross 6,676              
Business Combination, Consideration Transferred Holdback 738              
Acquisition consideration 7,414              
Sale of Businesses 1,325              
Prepayment and exit fees 197              
Net proceeds from sale of business 3,501              
Cash consideration 6,676              
Timebase [Member] | Prior Senior Term Loan [Member]                
Business Acquisition [Line Items]                
Repayments of Debt 2,978              
Prepayments of debt $ 2,978              
Factiva Ltd. [Member]                
Business Acquisition [Line Items]                
Prepayment And Exit Fees   $ 1,793            
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total   11,071            
Current Federal, State and Local, Tax Expense (Benefit), Total   281            
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 Loans | Prior Senior Term Loan [Member]                
Business Acquisition [Line Items]                
Repayments of Debt   27,136            
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            
Gain (Loss) on Disposition of Business   15,257            
Escrow deposit   400            
Cash acquired by the buyer   813            
Sale of Businesses   $ 15,257            
v3.26.1
Leases - Additional Information (Details)
Dec. 31, 2025
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
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Lease, Cost [Abstract]    
Operating lease cost $ 4,049 $ 4,723
Variable lease cost 264 279
Short-term lease cost 55 210
Total lease costs 4,368 5,212
Sublease income $ (122) $ (130)
v3.26.1
Leases - Summary of Future Minimum Lease Payments (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]  
2026 $ 5,073
2027 5,041
2028 5,163
2029 5,289
2030 5,421
Thereafter 2,294
Total minimum lease payments 28,281
Less: Amounts representing interest 5,649
Net minimum lease payments $ 22,632
v3.26.1
Leases - Summary of Additional Information about Lease Obligations (Details)
Dec. 31, 2025
Dec. 31, 2024
Lessee Disclosure [Abstract]    
Weighted average remaining lease term (in years) 5 years 4 months 24 days 6 years 3 months 18 days
Weighted average discount rate 8.40% 8.50%
v3.26.1
Leases - Summary of Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Lessee Disclosure [Abstract]    
Operating cash outflows for operating leases $ 5,250 $ 5,837
Operating lease assets obtained in exchange for lease obligations $ 304 $ 1,042
v3.26.1
Property, Plant and Equipment - Summary of Details of Property and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 12,121 $ 12,240
Less: accumulated depreciation (7,944) (7,189)
Total property and equipment, net 4,177 5,051
Leasehold Improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment 9,526 9,536
Furniture and Fixtures    
Property, Plant and Equipment [Line Items]    
Total property and equipment 81 101
Equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment 196 197
Computer Equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 2,318 $ 2,406
v3.26.1
Property, Plant and Equipment - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Property, Plant and Equipment [Line Items]    
Long-term assets $ 4,177 $ 5,051
Depreciation expense 1,039 1,241
General and Administrative Expenses    
Property, Plant and Equipment [Line Items]    
Depreciation expense 1,039 1,241
Outside United States | Maximum    
Property, Plant and Equipment [Line Items]    
Long-term assets $ 1,000 $ 1,000
v3.26.1
Intangible Assets - Summary of Gross Carrying Amounts and Accumulated Amortization of Intangible Assets by Major Class (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 128,241 $ 149,629
Intangible assets, Accumulated Amortization (75,285) (78,747)
Intangible assets, Net Carrying Amount 52,956 70,882
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount 66,570 76,584
Intangible assets, Accumulated Amortization (35,899) (34,867)
Intangible assets, Net Carrying Amount $ 30,671 41,717
Weighted Average Remaining Useful Life (Years) 6 years 10 months 24 days  
Developed Technology    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 21,738 29,015
Intangible assets, Accumulated Amortization (18,738) (23,662)
Intangible assets, Net Carrying Amount $ 3,000 5,353
Weighted Average Remaining Useful Life (Years) 5 years 1 month 6 days  
Database    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 29,145 29,135
Intangible assets, Accumulated Amortization (15,068) (12,988)
Intangible assets, Net Carrying Amount $ 14,077 16,147
Weighted Average Remaining Useful Life (Years) 6 years 10 months 24 days  
Tradename    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 9,325 10,808
Intangible assets, Accumulated Amortization (5,090) (5,100)
Intangible assets, Net Carrying Amount $ 4,235 5,708
Weighted Average Remaining Useful Life (Years) 6 years 7 months 6 days  
Expert Network    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount   2,654
Intangible assets, Accumulated Amortization   (1,715)
Intangible assets, Net Carrying Amount   939
Weighted Average Remaining Useful Life (Years) 18 years 7 months 6 days  
Patents    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount $ 871 841
Intangible assets, Accumulated Amortization (248) (232)
Intangible assets, Net Carrying Amount 623 609
Content Library    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Carrying Amount 592 592
Intangible assets, Accumulated Amortization (242) (183)
Intangible assets, Net Carrying Amount $ 350 $ 409
Weighted Average Remaining Useful Life (Years) 5 years 10 months 24 days  
v3.26.1
Intangible Assets - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Intangible Assets Disclosure [Line Items]    
Amortization of intangible assets [1] $ 8,072 $ 9,925
Interest capitalized on capitalized software development costs 473 583
Amortization of capitalized software development costs 8,191 6,426
Intangible Assets Excluding Developed Technology    
Intangible Assets Disclosure [Line Items]    
Amortization of intangible assets 8,072 9,925
Developed Technology    
Intangible Assets Disclosure [Line Items]    
Amortization of intangible assets $ 672 $ 2,277
[1]

(1) Amounts include stock-based compensation expenses, as follows:

 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Cost of revenues

 

$

150

 

 

$

412

 

Research and development

 

 

1,043

 

 

 

1,554

 

Sales and marketing

 

 

1,185

 

 

 

1,567

 

Editorial

 

 

549

 

 

 

687

 

General and administrative

 

 

11,858

 

 

 

13,729

 
v3.26.1
Intangible Assets - Schedule of Expected Future Amortization Expense for Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2026 $ 8,183  
2027 8,178  
2028 7,958  
2029 7,688  
2030 7,219  
Thereafter 13,730  
Intangible assets, Net Carrying Amount $ 52,956 $ 70,882
v3.26.1
Intangible Assets - Schedule of Capitalized Software Development Costs (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Capitalized Computer Software, Net [Abstract]    
Capitalized software development costs, Gross Carrying Amount $ 38,284 $ 34,946
Capitalized software development costs, Accumulated Amortization (25,699) (19,847)
Capitalized software development costs, Net Carrying Amount $ 12,585 $ 15,099
v3.26.1
Goodwill - Summary of Changes in Carrying Amounts of Goodwill (Details) - USD ($)
 3 Months Ended 12 Months Ended
Jan. 01, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Goodwill [Roll Forward]        
Beginning balance $ 159,061,000   $ 159,061,000 $ 187,703,000
Sale of Businesses     (24,652,000) (27,999,000)
Impairment $ 0 $ (12,378,000) (12,378,000) 0
Impact of foreign currency fluctuations     953,000 (643,000)
Ending balance   $ 122,984,000 $ 122,984,000 $ 159,061,000
v3.26.1
Goodwill - Additional Information (Details) - USD ($)
 3 Months Ended 12 Months Ended
Jan. 01, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Goodwill [Line Items]        
Impairment of goodwill $ 0 $ 12,378,000 $ 12,378,000 $ 0
v3.26.1
Debt - Summary of Carrying Value of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Total gross debt $ 131,943 $ 150,299
Debt issuance costs and debt discount (3,495) (3,222)
Total 128,448 147,077
Less: Current maturities (2,813) (36)
Total long-term debt 125,635 147,041
2025 Senior Term Loan    
Debt Instrument [Line Items]    
Total gross debt 74,063  
2025 GPO Convertible Note    
Debt Instrument [Line Items]    
Total gross debt 19,235  
Convertible Debentures    
Debt Instrument [Line Items]    
Total gross debt 26,663  
Dragonfly Seller Convertible Notes    
Debt Instrument [Line Items]    
Total gross debt $ 11,982 8,979
Prior Senior Term Loan    
Debt Instrument [Line Items]    
Total gross debt   88,595
Prior GPO Convertible Note    
Debt Instrument [Line Items]    
Total gross debt   36,524
Amended Legacy Notes    
Debt Instrument [Line Items]    
Total gross debt   16,165
PPP Loan    
Debt Instrument [Line Items]    
Total gross debt   $ 36
v3.26.1
Debt - 2025 Senior Term Loan/ Prior Senior Term Loan - Additional Information (Details) - USD ($)
$ in Thousands
 5 Months Ended 12 Months Ended
Mar. 23, 2026
Aug. 12, 2025
Aug. 05, 2025
Jul. 01, 2025
Mar. 31, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]                
Proceeds from issuance of debt             $ 100,985 $ 6,301
Loss on debt extinguishment             (7,958) 0
Paid-in-kind interest             $ 4,472 7,963
Subsequent Event                
Debt Instrument [Line Items]                
Debt instrument, interest rate 9.50%              
Senior Term Loan                
Debt Instrument [Line Items]                
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.  
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%            
Interest expense related to exit fee             $ 51  
Fair market value of debt   $ 90       165 165  
Amortization expense             9  
Debt premium           81 81  
Change in fair value of the embedded redemption features           75    
Cash interest             3,538  
Amortization             409  
Unamortized debt discount           3,576 $ 3,576  
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 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]                
Debt Instrument [Line Items]                
Debt instrument, interest rate     8.00%          
2025 Senior Term Loan | SOFR                
Debt Instrument [Line Items]                
Cash interest payment percentage             11.84%  
2025 Senior Term Loan | Minimum                
Debt Instrument [Line Items]                
Accrued exit fees           $ 51 $ 51  
Payment of exit fees             $ 500  
Prior Senior Term Loan                
Debt Instrument [Line Items]                
Percentage of monthly interest in cash             9.00%  
Interest payable in kind             1.00%  
Payment of related prepayment and exit fees       $ 197        
Amount of outstanding obligations   $ 62,782            
Loss on debt extinguishment             $ 6,174  
Cash interest             5,610 14,812
Paid-in-kind interest             448 1,068
Pay down amount       $ 2,978        
Amortization             2,062 $ 2,210
Prior Senior Term Loan | Oxford Analytica and Dragonfly                
Debt Instrument [Line Items]                
Payment of related prepayment and exit fees         $ 1,793      
Pay down amount             $ 27,136  
Prior Senior Term Loan | Prime Rate                
Debt Instrument [Line Items]                
Debt instrument, interest rate             5.00%  
v3.26.1
Debt - 2025 GPO Convertible Note/Prior GPO Convertible Note - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended 15 Months Ended
Aug. 12, 2025
Aug. 05, 2025
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2025
Jun. 30, 2023
Debt Instrument [Line Items]            
Repayment of long term debt     $ 128,821 $ 70,808    
GPO Convertible Note            
Debt Instrument [Line Items]            
Unrealized change in fair value     4,443      
Non-cash gain (loss) of convertible note     422      
Amount of outstanding obligations $ 30,000          
Repayment of long term debt 27,000          
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]            
Carrying value of convertible notes 41,844     36,524    
Unrealized change in fair value     5,320      
Non-cash gain (loss) of convertible note       2,154    
Interest expense     2,354 $ 3,792    
Amount of outstanding obligations 30,000          
Prior GPO Convertible Note | Convertible Promissory Note            
Debt Instrument [Line Items]            
Debt instrument amount           $ 46,794
2025 GPO Convertible Note            
Debt Instrument [Line Items]            
Debt instrument amount 20,434          
Conversion price   $ 82.92        
Carrying value of convertible notes $ 18,865   19,235   $ 19,235  
Non-cash gain (loss) of convertible note     (370)      
Interest expense     $ 600      
Debt instrument, maturity date   Nov. 13, 2029        
Debt instrument, date of first required payment   Apr. 01, 2026        
Interest rate   7.50%        
Installment payments   quarterly        
Payments of outstanding principal   $ 2,000        
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%        
2025 GPO Convertible Note | Class A Common Stock            
Debt Instrument [Line Items]            
Shares issued     141,928      
v3.26.1
Debt - Convertible Debentures - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended 12 Months Ended
Sep. 11, 2025
Aug. 12, 2025
Dec. 31, 2025
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]          
Proceeds from issuance of debt       $ 100,985 $ 6,301
Debt conversion converted instrument amount       $ 2,562 $ 20,946
Convertible Debentures          
Debt Instrument [Line Items]          
Aggregate principal amount   $ 21,000      
Lowest daily volume weighted average trading price       94.00%  
Conversion price     $ 0.8884 $ 0.8884  
Non-cash charge recognized on conversion       $ (2,186)  
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     $ 5,900    
Convertible debt, fair value     7,206 $ 7,206  
Non-cash charge recognized on conversion       1,602  
Fair market value of debt   $ 29,970 26,663 26,663  
Accrued interest expense     111    
Convertible Debentures | YA II PN, Ltd | Maximum          
Debt Instrument [Line Items]          
Aggregate principal amount     $ 33,300 $ 33,300  
Convertible Debentures | YA II PN, Ltd | Class A Common Stock          
Debt Instrument [Line Items]          
Conversion of common shares     1,686,423    
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% 5.00%  
Unrealized change in fair value       $ 2,186  
Interest expense       $ 524  
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% 18.00%  
Unrealized change in fair value       $ 2,186  
Interest expense       $ 524  
v3.26.1
Debt - Convertible Notes - Additional Information (Details) - USD ($)
 12 Months Ended
Aug. 12, 2025
Jul. 30, 2025
Mar. 25, 2025
Dec. 31, 2025
Dec. 31, 2024
Mar. 20, 2025
Mar. 17, 2025
Debt Instrument [Line Items]              
Interest expense, net       $ 16,488,000 $ 23,589,000    
Loss on debt extinguishment, net       7,958,000 0    
Convertible Notes              
Debt Instrument [Line Items]              
Principal and accrued PIK balance       5,769,000      
Convertible note             $ 5,500,000
Loss on debt extinguishment, net       1,784,000      
Interest expense       202,000 840,000    
Convertible Notes | Third Era Convertible Note              
Debt Instrument [Line Items]              
Convertible note           $ 269,000  
Loss on debt extinguishment, net       $ (634,000)      
Original maturity date       Mar. 17, 2028      
Amount of outstanding obligations $ 8,176,000            
Legacy Notes              
Debt Instrument [Line Items]              
Principal and accrued PIK balance     $ 10,961,000        
Interest expense       $ 1,153,000 $ 1,662,000    
Interest rate payable in kind     15.00%        
Maturity description     The Maturity Date of the Legacy Notes was July 31, 2025 (the “Original Maturity Date”), however, the Amendment extended the Original Maturity Date to April 15, 2026 (the "Extended Maturity Date").        
Original maturity date     Jul. 31, 2025        
Converted notes, amount       $ 8,136,000      
Legacy Notes | Class A Common Stock              
Debt Instrument [Line Items]              
Conversion of common shares       1,049,421      
Amended Legacy Notes              
Debt Instrument [Line Items]              
Loss on debt extinguishment, net       $ 0      
Original maturity date   Aug. 15, 2025          
Amount of outstanding obligations $ 3,600,000            
v3.26.1
Debt - Dragonfly Seller Convertible Notes - Additional Information (Details)
$ / shares in Units, £ in Thousands, $ in Thousands
 1 Months Ended 12 Months Ended
Jan. 10, 2025
USD ($)
$ / shares
Jan. 10, 2025
GBP (£)
Jan. 01, 2025
shares
Jan. 31, 2025
USD ($)
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
Dec. 31, 2025
GBP (£)
Jan. 23, 2023
USD ($)
Debt Instrument [Line Items]                
Debt conversion converted instrument amount         $ 2,562 $ 20,946    
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         $ 202 840    
Convertible Notes | Dragonfly Eye Limited                
Debt Instrument [Line Items]                
Principal amount             £ 8,929 $ 11,050
Paid-in-kind interest rate         8.00%      
Maturity date         Jan. 27, 2028      
Conversion price | $ / shares $ 10       $ 120      
Interest expense         $ 1,055 980    
Carrying value of convertible notes         11,982 8,979    
Unrealized change in fair value         151 1,264    
Non-cash gain (loss) of convertible note         (735) (425)    
Cumulative unrealized change in fair value         $ 151 $ 1,264    
Debt conversion converted instrument amount $ 702 £ 547            
Convertible Notes | Dragonfly Eye Limited | Class A Common Stock                
Debt Instrument [Line Items]                
Convertible notes exchanged for common stock | shares     5,613          
v3.26.1
Debt - Era Convertible Note - Additional Information (Details) - USD ($)
 1 Months Ended 3 Months Ended 12 Months Ended
Aug. 12, 2025
Dec. 27, 2024
Nov. 12, 2024
Jun. 12, 2024
Apr. 11, 2024
Dec. 08, 2023
Jan. 31, 2025
Sep. 30, 2025
Dec. 31, 2024
Dec. 31, 2025
Dec. 31, 2024
Mar. 20, 2025
Mar. 17, 2025
Jan. 05, 2024
Debt Instrument [Line Items]                            
Debt extinguishment gain (loss)                   $ (7,958,000) $ 0      
Common Stock [Member]                            
Debt Instrument [Line Items]                            
Shares issued                     1,285,709      
Era Convertible Note [Member]                            
Debt Instrument [Line Items]                            
Convertible notes exchanged for common stock           3,150                
Carrying value of convertible notes         $ 1,599,000                  
Era Convertible Note [Member] | Common Stock [Member]                            
Debt Instrument [Line Items]                            
Shares issued       320,735 250,272                  
Second Era Convertible Note | Northland Securities, Inc. [Member]                            
Debt Instrument [Line Items]                            
Shares issued     54,166                      
Second Era Convertible Note | Common Stock [Member]                            
Debt Instrument [Line Items]                            
Shares issued   448,106 212,427                      
Remaining balance of loan                 $ 0   $ 0      
Shares returned on legal settlement             89,288              
Third Era Convertible Note | Class A Common Stock                            
Debt Instrument [Line Items]                            
Number of shares cancelled               182,580            
Third Era Convertible Note | Common Stock [Member]                            
Debt Instrument [Line Items]                            
Remaining balance of loan                   $ 0        
Third Era Convertible Note | Common Stock [Member] | Northland Securities, Inc. [Member]                            
Debt Instrument [Line Items]                            
Common stock issued for brokerage fees                   25,000        
Convertible Notes Payable [Member]                            
Debt Instrument [Line Items]                            
Convertible note                         $ 5,500,000  
Debt extinguishment gain (loss)                   $ (1,784,000)        
Convertible Notes Payable [Member] | Era Convertible Note [Member]                            
Debt Instrument [Line Items]                            
Principal amount                   $ 6,301,000        
Convertible note           $ 5,500,000               $ 801,000
Maturity date                   Dec. 08, 2027        
Non-cash gain (loss) of convertible note                     $ (3,189,000)      
Convertible Notes Payable [Member] | Second Era Convertible Note                            
Debt Instrument [Line Items]                            
Convertible note, acquisition fair value     $ 5,500,000                      
Non-cash gain (loss) of convertible note                 $ 2,973,000          
Convertible Notes Payable [Member] | Third Era Convertible Note                            
Debt Instrument [Line Items]                            
Principal amount                   $ 5,769,000        
Convertible note                       $ 269,000    
Maturity date                   Mar. 17, 2028        
Amount of outstanding obligations $ 8,176,000                          
Debt extinguishment gain (loss)                   $ 634,000        
Convertible Notes Payable [Member] | Third Era Convertible Note | Northland Securities, Inc. [Member]                            
Debt Instrument [Line Items]                            
Convertible note, acquisition fair value                   315,000        
Convertible Notes Payable [Member] | Third Era Convertible Note | Common Stock [Member]                            
Debt Instrument [Line Items]                            
Convertible note, acquisition fair value                   $ 2,719,000        
Senior Subordinated Convertible Note [Member] | Second Era Convertible Note                            
Debt Instrument [Line Items]                            
Convertible note     $ 5,500,000                      
v3.26.1
Debt - PPP Loan - Additional Information (Details) - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument [Line Items]    
Long-term debt $ 128,448,000 $ 147,077,000
PPP Loan    
Debt Instrument [Line Items]    
Remaining balance of loan $ 0  
v3.26.1
Debt - Summary of Estimated Fair Value of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt $ 128,865 $ 151,910
2025 Senior Term Loan    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 70,985  
2025 GPO Convertible Note    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 19,235  
Convertible Debentures    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt 26,663  
Dragonfly Seller Convertible Notes    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt $ 11,982 8,979
Prior Senior Term Loan    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt   90,679
Prior GPO Convertible Note    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt   36,524
Amended Legacy Notes    
Debt Instrument Fair Value Disclosure [Line Items]    
Fair value of debt   $ 15,728
v3.26.1
Debt - Summary of Maturities of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Maturities of Long-Term Debt [Abstract]    
2026 $ 8,813  
2027 11,750  
2028 47,630  
2029 63,750  
Total $ 131,943 $ 150,299
v3.26.1
Debt - Total Debt - Additional Information (Details)
$ in Thousands
Dec. 31, 2025
USD ($)
Debt Disclosure [Abstract]  
2026 $ 2,813
2027 3,750
2028 3,750
2029 $ 63,750
v3.26.1
Stockholders' Equity - Additional Information (Details) - $ / shares
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
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 15,557,379 11,899,532
Common stock, shares, outstanding 15,557,379 11,899,532
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
v3.26.1
Earnout Shares and RSUs - Additional Information (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Acquisition
$ / shares
shares
Dec. 31, 2024
USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Share-Based Payment Arrangement, Expense | $ $ 108 $ 353
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
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Aug. 22, 2025
Class Of Warrant Or Right [Line Items]      
Exercise price of warrant after reverse stock split $ 87.82   $ 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
Private Placement Warrants      
Class Of Warrant Or Right [Line Items]      
Warrants outstanding 7,000,000    
Warrants exercised 0    
Exercise price $ 0.03    
Warrant liability aggregate fair value $ 477 $ 2,458  
Private Placement Warrants | Common Class A      
Class Of Warrant Or Right [Line Items]      
Warrant to purchase of common stock shares issued 916,666    
Public Warrants      
Class Of Warrant Or Right [Line Items]      
Warrants outstanding 8,358,964    
Warrants exercised 0 0  
Public Warrants | Common Class A      
Class Of Warrant Or Right [Line Items]      
Warrant to purchase of common stock shares issued 1,094,625    
v3.26.1
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 01, 2025
Dec. 31, 2024
Jan. 01, 2024
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Jul. 27, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock-based compensation       $ 14,785 $ 17,949    
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       5.00% 5.00%    
Increase in share reserve 928,309 333,333 304,199   1,126,977    
Stock options granted       0      
Stock-based compensation       $ 14,352 $ 16,937    
Stock based compensation expense related to acquisition earnouts         $ 306    
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       319,247     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       181,994      
2022 Long-Term Incentive Plan | Performance Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock remaining outstanding       181,944      
Unrecognized compensation expense       $ 923      
Unrecognized compensation expense recognition period       2 years      
2022 Long-Term Incentive Plan | Performance Stock Options and Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock issued       0 213,773    
Stock remaining outstanding   927,572   785,926 927,572 772,466  
Stock-based compensation       $ 12 $ 24    
2022 Long-Term Incentive Plan | Restricted Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock issued       782,394      
Stock remaining outstanding       1,108,776      
Unrecognized compensation expense       $ 9,730      
Unrecognized compensation expense recognition period       1 year 6 months      
2022 Long-Term Incentive Plan | Performance Based Restricted Stock Units              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock remaining outstanding       13,860      
2022 Employee Stock Purchase Plan              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Number of shares issued       88,286      
Stock-based compensation       $ 133 280    
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       520,843      
2024 Inducement Plan Grants              
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]              
Stock-based compensation       $ 139 $ 73    
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       13,375      
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      
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%      
v3.26.1
Stock-Based Compensation - Summarizes Activities Related to Stock Options and Performance Stock Units (Details) - Performance Stock Options and Stock Units - 2022 Long-Term Incentive Plan - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of shares, Beginning balance 927,572 772,466  
Number of shares, Granted 0 213,773  
Number of shares, Exercised (800) (1,285)  
Number of shares, Cancelled and forfeited (50,992) (35,534)  
Number of shares, Expired (89,854) (21,848)  
Number of shares, Ending balance 785,926 927,572 772,466
Number of shares, Vested and exercisable 683,207 630,773  
Number of shares, Unvested and expected to vest 102,719 296,799  
Weighted-average exercise price, Beginning balance $ 38.16 $ 44.88  
Weighted-average Grant price, Granted 0 19.44  
Weighted-average Grant price, Exercised 17.52 4.08  
Weighted-average Grant price, Forfeited 28.79 50.28  
Weighted-average Grant price, Expired 34.61 71.88  
Weighted-average exercise price, Ending balance 39.24 38.16 $ 44.88
Weighted-average exercise price, Vested and exercisable $ 39.42 $ 39.24  
Weighted-average remaining contractual life (years) 4 years 10 months 24 days 5 years 10 months 24 days 6 years 1 month 6 days
Vested and Expected to vest, Weighted-average remaining contractual life (years) 4 years 4 months 24 days 4 years 6 months  
Aggregate intrinsic value $ 0 $ 77 $ 0
v3.26.1
Stock-Based Compensation - Summary of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - Performance Stock Units - 2022 Long-Term Incentive Plan
 12 Months Ended
Dec. 31, 2024
$ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Expected volatility 45.49%
Expected life (years) 5 years 11 months 15 days
Expected dividend yield 0.00%
Risk-free interest rate 4.33%
Fair value of options $ 18.72
v3.26.1
Stock-Based Compensation - Summarizes Restricted Stock Unit Activity (Details) - Restricted Stock Unit Activity - 2022 Long-Term Incentive Plan - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Number of shares, Beginning balance 1,169,963 537,008  
Number of shares, Granted 782,394 1,043,259  
Number of shares, Vested (562,652) (286,328)  
Number of shares, Cancelled and forfeited (267,069) (123,976)  
Number of shares, Ending balance 1,122,636 1,169,963 537,008
Number of shares, Expected to vest 1,122,636 1,169,963  
Weighted-average exercise price, Beginning balance $ 26.28 $ 64.56  
Weighted-average Grant price, Granted 7.06 15.24  
Weighted-average Grant price, Vested 30.54 58.68  
Weighted-average Grant price, Forfeited 16.13 24.84  
Weighted-average exercise price, Ending balance $ 13.15 $ 26.28 $ 64.56
Weighted-average Grant price, Expected to vest 13.03    
Weighted-average remaining contractual life (years) 9 months 18 days 1 year 1 year
Aggregate intrinsic value $ 1,649 $ 15,022 $ 7,346
v3.26.1
Earnings (Loss) Per Share - Additional Information (Details)
 12 Months Ended
Dec. 31, 2025
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 Earnings (Loss) Per Shares (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Numerator:    
Net (loss) income used to compute basic (loss) income per share $ (65,247) $ 9,517
Net (loss) income used to compute diluted (loss) income per share $ (65,247) $ 9,517
Denominator:    
Weighted average common stock outstanding, basic 14,025,448 11,440,050
Weighted average common stock outstanding, diluted 14,025,448 11,440,050
Net (loss) income per share, basic $ (4.65) $ 0.83
Net (loss) income per share, diluted $ (4.65) $ 0.83
v3.26.1
Provision (Benefit) from Income Taxes - Schedule of Analysis of Income (Loss) from Continuing Operations Before Income Taxes by Domestic and International (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]    
Domestic $ (75,373) $ (13,710)
Foreign 8,876 23,763
Net (loss) income before income taxes $ (66,497) $ 10,053
v3.26.1
Provision (Benefit) from Income Taxes - Schedule of (Benefit) Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Current taxes    
Federal provision $ (642) $ 500
State provision (benefit) (459) (67)
Foreign provision (benefit) 35 14
Total current (benefit) provision (1,066) 447
Deferred taxes    
Federal benefit (6,977) 9,474
State benefit (1,807) 3,542
Foreign benefit (1,353) 166
Valuation allowance 9,953 (13,093)
Total deferred (benefit) provision (184) 89
Total (benefit) provision from income taxes $ (1,250) $ 536
v3.26.1
Provision (Benefit) from Income Taxes - Schedule of Reconciliation Between U.S. Federal Statutory Income Tax Rate to Annual Effective Tax (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Amount    
U.S. Federal provision at statutory rate $ (13,980)  
State income taxes, net of federal benefit (389)  
Foreign Tax Effects 0  
Effect of Cross-Border Tax Laws    
GILTI 5,873  
Nontaxable or Nondeductible Items    
Debt and related items 4,480  
Sale of Businesses (5,252)  
Goodwill Impairment 1,879  
Stock compensation 2,233  
Return to Provision (719)  
Other (368)  
Total (benefit) provision from income taxes $ (1,250) $ 536
% Rate Effect    
U.S. Federal provision at statutory rate 21.00% 21.00%
State income taxes, net of federal benefit 0.60% 6.70%
Foreign Tax Effects 0.00%  
Change in valuation allowance   (102.70%)
Sale of Florence in 2025 and Sale of Board and Aicel in 2024   22.70%
Effect of Cross-Border Tax Laws    
GILTI (8.80%)  
Nontaxable or Nondeductible Items    
Debt and related items (5.90%)  
Nondeductible expenses from recapitalization   27.40%
Sale of Florence and TimeBase 7.90%  
Impairment from goodwill and other long-lived assets (2.80%) 0.00%
Stock compensation (3.40%) 29.10%
Return to Provision 1.10%  
Other (0.30%)  
Effects of rate other than statutory   (3.80%)
Interest disallowance   2.30%
Warrant revaluation   (4.90%)
Nondeductible Intercompany Payable   16.80%
Uncertain tax positions   (10.00%)
Others   0.80%
Effective tax rate 1.90% 5.40%
U.S.    
Amount    
Change in Valuation Allowance $ 6,840  
% Rate Effect    
Change in valuation allowance (10.30%)  
United Kingdom    
Amount    
Sale of Businesses $ (2,542)  
Change in Valuation Allowance 727  
Other $ (58)  
% Rate Effect    
Change in valuation allowance (1.10%)  
Sale of Florence in 2025 and Sale of Board and Aicel in 2024 3.80%  
Other 0.10%  
Other Foreign Jurisdictions    
Amount    
Foreign Tax Effects $ 26  
% Rate Effect    
Foreign Tax Effects (0.00%)  
v3.26.1
Provision (Benefit) from Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Operating Loss Carryforwards [Line Items]      
(Benefit) provision from income taxes $ (1,250) $ 536  
U.S. statutory rate 21.00% 21.00%  
Decrease in uncertain tax position $ 832    
Decrease in valuation allowance 6,320 $ 12,741  
Unrecognized tax benefits 0 $ 832 $ 639
2014 Ownership Change      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards 1,271    
Federal | U.S.      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards 173,392    
Net operating loss carryforwards, subject to expiration $ 35,953    
Federal | Minimum | U.S.      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards expiration year 2033    
Federal | Maximum | U.S.      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards expiration year 2037    
State | U.S.      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards $ 154,245    
Net operating loss carryforwards expiration year 2029    
Foreign      
Operating Loss Carryforwards [Line Items]      
Net operating loss carryforwards $ 19,937    
Net operating loss carryforwards, subject to expiration $ 3,041    
Net operating loss carryforwards expiration year 2031    
2017 Tax Cuts and Jobs Act      
Operating Loss Carryforwards [Line Items]      
(Benefit) provision from income taxes $ (46)    
v3.26.1
Provision (Benefit) from Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Deferred tax assets    
Stock compensation $ 1,897 $ 2,373
Section 163(j) interest limitation 34,686 32,477
Deferred revenue 0 4,928
Reserves and accruals 789 925
Capitalized research and development 0 9,341
Lease liability 5,856 6,604
Federal net operating loss carryforward 36,455 21,257
State net operating loss carryforward 8,588 6,467
Foreign net operating loss carryforward 4,273 7,101
Other deferred tax assets 2,003 685
Total deferred tax assets 94,547 92,158
Deferred tax liabilities    
Basis difference in fixed assets (1,022) (1,225)
Basis difference in intangibles assets and goodwill (12,943) (17,165)
Right of use asset (3,516) (3,928)
Other deferred tax liabilities (1,443) (1,995)
Total deferred tax liabilities (18,924) (24,313)
Valuation allowance (76,099) (69,779)
Net deferred tax liabilities $ (476) $ (1,934)
v3.26.1
Provision (Benefit) from Income Taxes - Summary of Activities Relating to Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Income Tax Disclosure [Abstract]    
Beginning balances $ 832 $ 639
Additions due to current year positions 0 832
Lapses in statutes of limitations (832) (639)
Ending balances $ 0 $ 832
v3.26.1
Provision (Benefit) from Income Taxes - Schedule of Cash Taxes Paid by Jurisdiction (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
USD ($)
Income Tax Paid, by Individual Jurisdiction [Line Items]  
US Federal $ 0
US State and Local 616
Foreign 202
Total cash paid for income tax, net 818
California  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
US State and Local 250
District of Columbia  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
US State and Local 90
Illinois  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
US State and Local 93
Pennsylvania  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
US State and Local 40
Other Jurisdictions  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
US State and Local 143
Belgium  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
Foreign 134
United Kingdom  
Income Tax Paid, by Individual Jurisdiction [Line Items]  
Foreign $ 68
v3.26.1
Fair Value Measurements and Disclosures - Schedule of Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2025
Dec. 31, 2024
Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets $ 1,995 $ 5,796
Fair Value, Recurring Basis | Cash Equivalents    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 9,208 4,836
Fair Value, Recurring Basis | Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 1,995 5,796
Fair Value, Recurring Basis | Public Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 260 1,338
Fair Value, Recurring Basis | Private Placement Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 217 1,120
Fair Value, Recurring Basis | 2025 GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 19,235  
Fair Value, Recurring Basis | Prior GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities   36,524
Fair Value, Recurring Basis | Dragonfly Seller Convertible Notes    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 11,982 8,979
Fair Value, Recurring Basis | Convertible Debentures    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 26,663  
Fair Value, Recurring Basis | Level 1 | Cash Equivalents    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 9,208 4,836
Fair Value, Recurring Basis | Level 1 | Public Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 260 1,338
Fair Value, Recurring Basis | Level 2 | Short-term Investments    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets 1,995 5,796
Fair Value, Recurring Basis | Level 2 | Private Placement Warrants    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 217 1,120
Fair Value, Recurring Basis | Level 3 | 2025 GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 19,235  
Fair Value, Recurring Basis | Level 3 | Prior GPO Convertible Note    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities   36,524
Fair Value, Recurring Basis | Level 3 | Dragonfly Seller Convertible Notes    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities 11,982 $ 8,979
Fair Value, Recurring Basis | Level 3 | Convertible Debentures    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liabilities $ 26,663  
v3.26.1
Fair Value Measurements and Disclosures - Summary of Changes in Fair Value of Level 3 Liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Paid in kind interest $ 4,472 $ 7,963
Note extinguishment (7,958) 0
Level 3 | Contingent Liabilities from Acquisitions    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance   130
Change in fair value included in the determination of net (income) loss   (117)
Cash contingent compensation earned and subsequently settled   $ (13)
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
Level 3 | Liability Classified Warrants    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance   $ 23
Change in fair value included in the determination of net (income) loss   $ (23)
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
Level 3 | Prior GPO Convertible Note    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 36,524 $ 36,954
Change in fair value included in the determination of net (income) loss 5,320 2,154
Change in fair value included in accumulated other comprehensive income   (4,443)
Paid in kind interest 1,902 3,792
Note and interest conversion (1,902) $ (1,933)
Note extinguishment $ (41,844)  
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 Change In Fair Value Of Financial Instruments
Ending balance $ 0 $ 36,524
Level 3 | Dragonfly Seller Convertible Notes    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance 8,979 9,002
Change in fair value included in the determination of net (income) loss 735 425
Change in fair value included in accumulated other comprehensive income   (1,264)
Paid in kind interest 1,073 980
Note and interest conversion (707)  
Foreign exchange $ 1,902 $ (164)
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 Change In Fair Value Of Financial Instruments
Ending balance $ 11,982 $ 8,979
Level 3 | Era Convertible Note    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Beginning balance   5,977
Fair value at issuance date 4,728 4,058
Change in fair value included in the determination of net (income) loss 481 6,162
Note and interest conversion   $ (16,197)
Note settlement $ (5,209)  
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 Change In Fair Value Of Financial Instruments
Ending balance $ 0  
Level 3 | 2025 GPO Note    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Fair value at issuance date 18,865  
Change in fair value included in the determination of net (income) loss $ 370  
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 $ 19,235  
Level 3 | Convertible Debentures    
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]    
Fair value at issuance date 29,970  
Change in fair value included in the determination of net (income) loss 2,186  
Note and interest conversion $ (5,493)  
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 $ 26,663  
v3.26.1
Fair Value Measurements and Disclosures - Additional Information (Details) - USD ($)
 12 Months Ended
Aug. 12, 2025
Dec. 31, 2025
Dec. 31, 2024
Sep. 11, 2025
Jun. 30, 2025
Jan. 27, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Repayment of long term debt   $ 128,821,000 $ 70,808,000      
Fair value of debt   128,865,000 151,910,000      
Other impairment charges   0 0      
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]            
Assets   1,995,000 5,796,000      
Non-cash gain (loss) of convertible note   (50,000) (176,000)      
GPO Convertible Note            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Non-cash gain (loss) of convertible note   422,000        
Extinguished amount $ 30,000,000          
Repayment of long term debt 27,000,000          
Prior GPO Convertible Note            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Non-cash gain (loss) of convertible note     2,154,000      
Extinguished amount 30,000,000          
Estimated fair value     36,524,000   $ 36,583,000  
Fair value of debt     36,524,000      
2025 GPO Note            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Non-cash gain (loss) of convertible note   370,000        
Repayment of long term debt 27,000,000          
Estimated fair value 18,865,000 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   (735,000) (425,000)      
Estimated fair value of convertible note   11,982,000 8,979,000      
Difference between aggregate fair value and unpaid principal balance   2,307,000        
Fair value of debt   11,982,000 8,979,000      
Convertible Debentures            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Non-cash gain (loss) of convertible note   (2,186,000)        
Fair value of debt $ 18,900,000     $ 11,000,000    
Public Warrants            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Estimated fair value of warrants   260,000 1,338,000      
Non-cash gain (loss) in fair value of financial instruments   1,078,000 1,254,000      
Private Placement Warrants            
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]            
Estimated fair value of warrants   217,000 1,120,000      
Non-cash gain (loss) in fair value of financial instruments   $ 903,000 $ 1,050,000      
v3.26.1
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Convertible Notes) (Details)
Dec. 31, 2025
USD ($)
yr
Sep. 11, 2025
USD ($)
yr
Aug. 12, 2025
yr
USD ($)
Dec. 31, 2024
USD ($)
yr
Common Stock Share Price | 2025 GPO Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input | $ 1.47   6.67  
Common Stock Share Price | Prior GPO Convertible Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input | $     6.67 12.84
Common Stock Share Price | Dragonfly Seller Convertible Notes        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input | $ 1.47     12.84
Common Stock Share Price | Convertible Debentures        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input | $ 1.47 5.1 6.67  
Risk Free Rate | 2025 GPO Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 3.63   3.8  
Risk Free Rate | Prior GPO Convertible Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input     3.7 4.3
Risk Free Rate | Dragonfly Seller Convertible Notes        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 3.48     4.27
Risk Free Rate | Convertible Debentures        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 3.48 3.6 3.8  
Yield | 2025 GPO Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 16.2   15.5  
Yield | Prior GPO Convertible Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input     15.1 18
Yield | Dragonfly Seller Convertible Notes        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 16.62     19.5
Yield | Convertible Debentures        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 101.5 96 98  
Expected Volatility | 2025 GPO Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 50   50  
Expected Volatility | Prior 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 111 99 101  
Expected term (Years) | 2025 GPO Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 3.9   4.3  
Expected term (Years) | Prior GPO Convertible Note        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input     2.9 3.5
Expected term (Years) | Dragonfly Seller Convertible Notes        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 2.1     3.1
Expected term (Years) | Convertible Debentures        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input   1.5 1.5  
Expected term (Years) | Convertible Debentures | Maximum        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 1.2      
Expected term (Years) | Convertible Debentures | Minimum        
Fair Value Measurement Inputs and Valuation Techniques [Line Items]        
Convertible notes measurement input 1.1      
v3.26.1
Fair Value Measurements and Disclosures - Summary of Inputs and Assumptions (Warrants) (Details) - Last Out Lender Warrants
Dec. 31, 2024
yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 8.56
Common Stock Fair Value | Common Stock  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 12.84
Time to Maturity (Years)  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 0.5
Risk-free Interest Rate  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 4.22
Expected Volatility  
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Warrants measurement input 59
v3.26.1
Related Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Related Party Transaction [Line Items]    
Sublease income $ 122 $ 130
Nitra    
Related Party Transaction [Line Items]    
Sublease income $ 122 $ 46
v3.26.1
Subsequent Events - Additional Information (Detail) - Amendment No. 1 and Waiver to 2025 Senior Term Loan - USD ($)
Apr. 01, 2027
Mar. 31, 2027
Dec. 31, 2026
Sep. 30, 2026
Jun. 30, 2026
Mar. 31, 2026
Mar. 23, 2026
Scenario Forecast              
Subsequent Event [Line Items]              
Repayments of debt $ 900,000 $ 1,900,000 $ 1,900,000 $ 1,900,000 $ 1,900,000 $ 1,900,000  
Subsequent Event              
Subsequent Event [Line Items]              
Minimum liquidity requirement returns             $ 20,000,000
Mandatory prepayment of loan             $ 20,000,000