INDIE SEMICONDUCTOR, INC., 10-Q filed on 8/7/2026
Quarterly Report
v3.26.1
Cover - shares
6 Months Ended
Jun. 30, 2026
Aug. 04, 2026
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2026  
Document Fiscal Year Focus 2026  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --12-31  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-40481  
Entity Registrant Name INDIE SEMICONDUCTOR, INC.  
Entity Central Index Key 0001841925  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 88-1735159  
Entity Address, Address Line One 32 Journey  
Entity Address, City or Town Aliso Viejo  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92656  
City Area Code 949  
Local Phone Number 608-0854  
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Trading Symbol INDI  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Class A    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   217,928,736
Class V    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   13,880,147
v3.26.1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Current assets:    
Cash and cash equivalents $ 138,975 $ 145,456
Restricted cash 10,027 10,285
Accounts receivable, net of allowance for doubtful accounts of $116 as of June 30, 2026 and $163 as of December 31, 2025 67,816 57,485
Inventory 67,626 48,618
Prepaid expenses and other current assets 27,115 23,924
Total current assets 311,559 285,768
Property and equipment, net 44,368 43,349
Intangible assets, net 176,551 195,908
Goodwill 286,842 292,644
Operating lease right-of-use assets 13,730 14,363
Other assets and deposits 8,481 8,754
Total assets 841,531 840,786
Liabilities and stockholders' equity    
Accounts payable 24,786 21,832
Accrued payroll liabilities 14,095 9,889
Contingent considerations 5,366 611
Accrued expenses and other current liabilities 22,852 24,772
Intangible asset contract liability 5,875 5,875
Current debt obligations 12,324 13,567
Total current liabilities 85,298 76,546
Long-term debt, net of current portion 403,741 339,834
Intangible asset contract liability, net of current portion 2,189 5,705
Deferred tax liabilities, non-current 13,840 14,198
Operating lease liability, non-current 11,798 13,046
Other long-term liabilities 2,503 7,444
Total liabilities 519,369 456,773
Commitments and contingencies (Note 15)
Stockholders' equity    
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued or outstanding 0 0
Additional paid-in capital 1,025,213 998,730
Accumulated deficit (717,377) (637,110)
Accumulated other comprehensive loss (13,186) (3,611)
indie's stockholders' equity 294,672 358,031
Noncontrolling interest 27,490 25,982
Total stockholders' equity 322,162 384,013
Total liabilities and stockholders' equity 841,531 840,786
Class A    
Stockholders' equity    
Common stock 21 20
Class V    
Stockholders' equity    
Common stock $ 1 $ 2
v3.26.1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Allowance for doubtful accounts $ 116 $ 163
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Class A    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 600,000,000 600,000,000
Common stock, shares issued (in shares) 216,231,469 205,823,653
Common stock, shares outstanding (in shares) 214,506,469 204,098,653
Class V    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 40,000,000 40,000,000
Common stock, shares issued (in shares) 13,915,151 16,521,251
Common stock, shares outstanding (in shares) 13,915,151 16,521,251
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Revenue:        
Total revenue $ 64,009 $ 51,634 $ 119,466 $ 105,711
Operating expenses:        
Cost of goods sold 40,923 30,693 75,302 62,221
Research and development 37,809 38,472 76,337 80,587
Selling, general, and administrative 20,359 18,355 41,778 37,722
Restructuring costs 0 7,107 0 7,107
Total operating expenses 99,091 94,627 193,417 187,637
Loss from operations (35,082) (42,993) (73,951) (81,926)
Other income (expense), net:        
Interest income 1,217 2,226 2,090 4,493
Interest expense (4,688) (4,527) (9,031) (9,043)
Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks (188) 90 (1,273) 4,893
Gain (loss) from extinguishment of debt 0 2,623 (3,656) 2,623
Other income (expense) (661) 1,528 (1,022) 792
Total other income (expense), net (4,320) 1,940 (12,892) 3,758
Net loss before income taxes (39,402) (41,053) (86,843) (78,168)
Income tax benefit (provision) 448 (565) 767 (621)
Net loss (38,954) (41,618) (86,076) (78,789)
Less: Net loss attributable to noncontrolling interest (1,879) (2,580) (5,809) (5,205)
Net loss attributable to indie Semiconductor, Inc. (37,075) (39,038) (80,267) (73,584)
Net loss attributable to common shares - basic (37,075) (39,038) (80,267) (73,584)
Net loss attributable to common shares - diluted $ (37,075) $ (39,038) $ (80,267) $ (73,584)
Net loss per share attributable to common shares - basic $ (0.17) $ (0.2) $ (0.38) $ (0.38)
Net loss per share attributable to common shares - diluted $ (0.17) $ (0.2) $ (0.38) $ (0.38)
Weighted average common shares outstanding - basic 212,010,301 195,370,583 209,532,199 193,234,270
Weighted average common shares outstanding - diluted 212,010,301 195,370,583 209,532,199 193,234,270
Product revenue        
Revenue:        
Total revenue $ 60,507 $ 49,720 $ 112,074 $ 100,140
Contract revenue        
Revenue:        
Total revenue $ 3,502 $ 1,914 $ 7,392 $ 5,571
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Statement of Comprehensive Income [Abstract]        
Net loss $ (38,954) $ (41,618) $ (86,076) $ (78,789)
Other comprehensive loss:        
Foreign currency translation adjustments (3,202) 17,772 (7,809) 20,118
Comprehensive loss (42,156) (23,846) (93,885) (58,671)
Less: Comprehensive loss attributable to noncontrolling interest (782) (1,686) (4,043) (3,869)
Comprehensive loss attributable to indie Semiconductor, Inc. $ (41,374) $ (22,160) $ (89,842) $ (54,802)
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND NONCONTROLLING INTEREST - USD ($)
$ in Thousands
Total
Common Stock Class A
Common Stock Class V
Common Stock
Common Stock Class A
Common Stock
Common Stock Class V
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Total Stockholders' Equity Attributable to indie Semiconductor, Inc.
Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2024       189,163,408 17,671,251          
Beginning balance at Dec. 31, 2024 $ 445,395     $ 19 $ 2 $ 936,564 $ (494,044) $ (24,655) $ 417,886 $ 27,509
Issuance per net settlement of equity awards and cash exercise of stock options (in shares)       3,446,663            
Issuance per net settlement of equity awards and cash exercise of stock options 472         78     78 394
Issuance per Exchange of Class V to Class A (in shares)       50,000 (50,000)          
Issuance per Exchange of ADK LLC units to Class A (in shares)       44,863            
Share-based compensation 16,561         16,561     16,561  
Issuance per settlement of contingent considerations (in shares)       1,680,579            
Issuance per settlement of contingent considerations 4,130         3,685     3,685 445
Net loss (37,171)           (34,546)   (34,546) (2,625)
Foreign currency translation adjustment 2,346             1,904 1,904 442
Ending balance (in shares) at Mar. 31, 2025       194,385,513 17,621,251          
Ending balance at Mar. 31, 2025 431,733     $ 19 $ 2 956,888 (528,590) (22,751) 405,568 26,165
Beginning balance (in shares) at Dec. 31, 2024       189,163,408 17,671,251          
Beginning balance at Dec. 31, 2024 445,395     $ 19 $ 2 936,564 (494,044) (24,655) 417,886 27,509
Net loss (78,789)                  
Ending balance (in shares) at Jun. 30, 2025       196,642,842 17,621,251          
Ending balance at Jun. 30, 2025 415,096     $ 20 $ 2 963,886 (567,628) (5,873) 390,407 24,689
Beginning balance (in shares) at Mar. 31, 2025       194,385,513 17,621,251          
Beginning balance at Mar. 31, 2025 431,733     $ 19 $ 2 956,888 (528,590) (22,751) 405,568 26,165
Issuance per net settlement of equity awards and cash exercise of stock options (in shares)       2,227,729            
Issuance per net settlement of equity awards and cash exercise of stock options 44     $ 1   (167)     (166) 210
Issuance on earn out awards (in shares)       29,600            
Share-based compensation 7,165         7,165     7,165  
Net loss (41,618)           (39,038)   (39,038) (2,580)
Foreign currency translation adjustment 17,772             16,878 16,878 894
Ending balance (in shares) at Jun. 30, 2025       196,642,842 17,621,251          
Ending balance at Jun. 30, 2025 415,096     $ 20 $ 2 963,886 (567,628) (5,873) 390,407 24,689
Beginning balance (in shares) at Dec. 31, 2025   204,098,653 16,521,251 204,098,653 16,521,251          
Beginning balance at Dec. 31, 2025 384,013     $ 20 $ 2 998,730 (637,110) (3,611) 358,031 25,982
Issuance per net settlement of equity awards and cash exercise of stock options (in shares)       4,347,132            
Issuance per net settlement of equity awards and cash exercise of stock options 456     $ 1   (1,177)     (1,176) 1,632
Issuance per Exchange of Class V to Class A (in shares)       656,100 (656,100)          
Issuance per Exchange of ADK LLC units to Class A (in shares)       6,677            
Share-based compensation 16,210         16,210     16,210  
Net loss (47,122)           (43,192)   (43,192) (3,930)
Foreign currency translation adjustment (4,607)             (5,276) (5,276) 669
Ending balance (in shares) at Mar. 31, 2026       209,108,562 15,865,151          
Ending balance at Mar. 31, 2026 348,950     $ 21 $ 2 1,013,763 (680,302) (8,887) 324,597 24,353
Beginning balance (in shares) at Dec. 31, 2025   204,098,653 16,521,251 204,098,653 16,521,251          
Beginning balance at Dec. 31, 2025 384,013     $ 20 $ 2 998,730 (637,110) (3,611) 358,031 25,982
Share Repurchase in connection with 2027 Notes (in shares)   0                
Net loss (86,076)                  
Ending balance (in shares) at Jun. 30, 2026   214,506,469 13,915,151 214,506,469 13,915,151          
Ending balance at Jun. 30, 2026 322,162     $ 21 $ 1 1,025,213 (717,377) (13,186) 294,672 27,490
Beginning balance (in shares) at Mar. 31, 2026       209,108,562 15,865,151          
Beginning balance at Mar. 31, 2026 348,950     $ 21 $ 2 1,013,763 (680,302) (8,887) 324,597 24,353
Issuance per net settlement of equity awards and cash exercise of stock options (in shares)       2,296,940            
Issuance per net settlement of equity awards and cash exercise of stock options 1         (3,918)     (3,918) 3,919
Issuance per net settlement of bonus (in shares)       1,150,967            
Issuance per net settlement of bonus 3,566         3,566     3,566  
Issuance per Exchange of Class V to Class A (in shares)       1,950,000 (1,950,000)          
Issuance per Exchange of Class V to Class A (1)       $ (1)       (1)  
Share-based compensation 11,802         11,802     11,802  
Net loss (38,954)           (37,075)   (37,075) (1,879)
Foreign currency translation adjustment (3,202)             (4,299) (4,299) 1,097
Ending balance (in shares) at Jun. 30, 2026   214,506,469 13,915,151 214,506,469 13,915,151          
Ending balance at Jun. 30, 2026 $ 322,162     $ 21 $ 1 $ 1,025,213 $ (717,377) $ (13,186) $ 294,672 $ 27,490
v3.26.1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Cash flows from operating activities:    
Net loss $ (86,076) $ (78,789)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 22,401 20,173
Allowance for credit losses and inventory reserves 583 460
Share-based compensation, including restructuring costs 37,069 32,226
Amortization of discount and cost of issuance of debt 1,382 1,354
Asset impairment in relation to restructuring 0 3,231
Loss (Gain) from change in fair value of contingent considerations and acquisition-related holdbacks 1,273 (4,893)
Loss (Gain) from change in fair value of currency forward contract 736 (1,370)
Loss (Gain) from extinguishment of debt 3,656 (2,623)
Amortization of right-of-use assets 1,627 1,579
Changes in operating assets and liabilities:    
Accounts receivable (10,007) (5,609)
Inventory (19,023) 4,199
Accounts payable 3,239 (8,853)
Accrued expenses and other current liabilities (2,392) (1,988)
Accrued payroll liabilities (887) 3,084
Prepaid, other current and noncurrent assets (3,079) 1,389
Operating lease liabilities (1,768) (1,358)
Other long-term liabilities 272 1,182
Net cash used in operating activities (50,994) (36,606)
Cash flows from investing activities:    
Purchases of property and equipment (6,330) (8,392)
Net cash used in investing activities (6,330) (8,392)
Cash flows from financing activities:    
Proceeds from issuance of debt obligations 170,500 0
Issuance and debt discount costs related to debt obligations (5,387) (50)
Payments on debt obligations (1,122) (905)
Repurchase of debt obligations (106,371) (26,829)
Payments on financed software (3,516) (3,691)
Deferred payments on business combination (2,102) (2,534)
Proceeds from exercise of stock options 1 1
Net cash provided by (used in) financing activities 52,003 (34,008)
Effect of exchange rate changes on cash and cash equivalents (1,418) (2,689)
Net decrease in cash and cash equivalents (6,739) (81,695)
Cash, cash equivalents and restricted cash at beginning of period 155,741 284,548
Cash, cash equivalents and restricted cash at end of period 149,002 202,853
Reconciliation of amounts on condensed consolidated balance sheet:    
Cash and cash equivalents 138,975 192,560
Restricted cash 10,027 10,293
Total cash, cash equivalents and restricted cash 149,002 202,853
Supplemental disclosure of cash flow information:    
Cash paid for interest 6,114 7,942
Supplemental disclosure of non-cash investing and financing activities:    
Purchases of property and equipment, accrued but not paid $ (516) $ (243)
v3.26.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Pay vs Performance Disclosure        
Net Income (Loss) $ (37,075) $ (39,038) $ (80,267) $ (73,584)
v3.26.1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2026
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement On May 20, 2026, Sonalee Parekh, Director of the Company adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 59,932 shares of Class A common stock commencing August 17, 2026. The Rule 10b5-1 trading arrangement terminates on the earlier of September 30, 2027 or the date all shares are sold.
Expiration Date September 30, 2027
Sonalee Parekh  
Trading Arrangements, by Individual  
Name Sonalee Parekh
Title Director
Rule 10b5-1 Arrangement Adopted true
Adoption Date May 20, 2026
Aggregate Available 59,932
v3.26.1
Nature of the Business and Basis of Presentation
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of the Business and Basis of Presentation
1.
Nature of the Business and Basis of Presentation

indie Semiconductor, Inc. (“indie”) and its predecessor for accounting purposes, Ay Dee Kay, LLC, a California limited liability company (“ADK LLC”) and its subsidiaries are collectively referred to herein as the “Company.” The Company offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. The Company focuses on edge sensors across multiple modalities spanning LiDAR, radar, ultrasound and computer vision. These functions represent the core underpinnings of both electric and autonomous vehicles, while the advanced user interfaces are transforming the in-cabin experience to mirror and seamlessly connect to the mobile platforms people rely on every day. indie is an approved vendor to Tier 1 automotive suppliers and its platforms can be found in marquee automotive manufacturers around the world. Headquartered in Aliso Viejo, California, indie has design centers and sales offices in Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Vienna, Austria; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan; and several locations throughout China. The Company engages subcontractors to manufacture its products. The majority of these subcontractors are located in Asia.

Execution of At-The-Market Agreement

 

On August 26, 2022, the Company entered into an At Market Issuance Agreement (“ATM Agreement”) with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as “Sales Agents”) relating to shares of its Class A common stock, par value $0.0001 per share (the “Class A common stock”). In accordance with the terms of the ATM Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $150,000 from time to time through the Sales Agents, acting as the Company’s agent or principal. The ATM Agreement was previously registered on the registration statement on Form S-3 (Registration No.333-267120), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, the Company filed with the SEC a prospectus supplement to its automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $59,813 pursuant to the ATM Agreement. The Company implemented and renewed this program for the flexible access that it provides to the capital markets. As of June 30, 2026, indie has raised gross proceeds of $90,187, issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 through this program, incurred issuance costs of $1,942 and had approximately $59,813 available for future issuances under the ATM Agreement. During both the three and six months ended June 30, 2026 and 2025 there was no ATM-related activity.

Recent Acquisitions

 

On May 8, 2026, Ay Dee Kay Ltd., a private limited company incorporated under the laws of Scotland and a wholly-owned subsidiary of the Company (“indie UK”) entered into a Master Agreement on the Sale and Purchase of the CMOS Imaging Sensor Business (“Purchase Agreement”) with ams-OSRAM AG (“ams-OSRAM”), pursuant to which indie UK has agreed to acquire the CMOS image sensor business of ams-OSRAM (the “CMOS Business”) through the acquisition of all outstanding shares of ams Sensor Belgium B.V., a wholly-owned subsidiary of ams-OSRAM, and the purchase of assets and assumption of liabilities exclusively related to the CMOS Business (the “Acquisition”). The Company is party to the Purchase Agreement as a guarantor of indie UK.

 

Pursuant to the Purchase Agreement, the aggregate consideration for the Acquisition is 40,000 EUR (or approximately $47,081 based on the exchange rate in effect on May 7, 2026), consisting of: (i) a cash payment of 35,000 EUR at closing, subject to adjustments, including net working capital adjustments; and (ii) a 5,000 EUR vendor debt note provided by ams-OSRAM, with simple interest of 2.5% per annum, payable 24 months after the closing of the Acquisition.

 

The Acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026. As of August 7, 2026, the Company has not yet closed the Acquisition.

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $17,673 in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with a total preliminary fair value of $7,287 at closing, payable in cash or shares of Class A common stock at indie's sole discretion, subject to emotion3D's achievement of certain revenue-based milestones through February 28, 2027; and (iii) certain holdbacks and adjustments totaling $2,970, subject to final release 24 months from the emotion3D Closing Date. The purchase price is subject to working capital and other adjustments as provided in the Share Purchase Agreement.

 

Risks and Uncertainties

The Company is impacted by macroeconomic conditions, including continued inflation, rising prices or interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for the Company’s products. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China, may cause a decrease in the sales of the Company’s products to its customers, Company customers’ sales to their end users, or other global customers, which could materially and adversely affect the Company’s business, financial condition and results of operation.

The ultimate impact of any tariffs will depend on various factors, including the outcome of ongoing tariff negotiations, the timing of implementation, and the amount, scope and nature of the tariffs.

Additionally, the conflicts in the Middle East and the implication of these events has created global political and economic uncertainty. The Company is closely monitoring developments, including potential impacts to the Company’s business, customers, suppliers, employees and operations in Israel, Middle East, and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

Basis of Presentation

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codifications (“ASC”) and the Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which approximately 94% was owned by indie as of June 30, 2026. ADK LLC’s condensed consolidated financial statements include its wholly-owned subsidiaries indie Services Corporation, indie LLC and indie City LLC, all California entities, Ay Dee Kay Limited (“Ay Dee Kay Ltd.”), a private limited company incorporated under the laws of Scotland, indie Semiconductor Germany GmbH, Symeo GmbH and indie Semiconductor FFO GmbH, which was previously known as Silicon Radar GmbH (“indie FFO”), all of which are private limited liability companies incorporated under the laws of Germany, indie Technologies Switzerland AG, which was previously known as Exalos AG (“indie Switzerland”), a company limited by shares organized under the laws of Switzerland, emotion3D GmbH (“emotion3D”), a private limited liability company incorporated under the laws of Austria, indie Kft, a limited liability company incorporated under the laws of Hungary, indie Photonics Canada Inc., which was previously known as TeraXion Inc. (“indie Canada”) and Geo Semiconductor Canada Inc., both incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, indie China Technology Co., Ltd (Shanghai) and indie China Technology Co., Ltd (Shenzhen), both are private limited company incorporated under the laws of People's Republic of China, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the Company as of June 30, 2026 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Suzhou, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.

All significant intercompany accounts and transactions of the Company's subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from

stockholders’ equity (deficit) in the condensed consolidated balance sheets and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change to the Company’s significant accounting policies during the six months ended June 30, 2026.

Recent Accounting Pronouncements

 

Recently Issued Not Yet Adopted Accounting Pronouncements

 

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update address changes to the Codification intended to clarify, correct errors and make minor improvements, making the Codification easier to understand and apply. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company's condensed consolidated financial statements.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact that the new guidance will have on the presentation of our condensed consolidated financial statements and accompanying notes.


In July 2025, the FASB issued ASU No. 2025-05,
Financial Instruments — Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the condensed consolidated financial statements.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expenses Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which provides guidance intended

to enhance disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The standard will become effective for indie for its fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective beginning in its fiscal year 2027 annual financial statements and is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.

v3.26.1
Inventory
6 Months Ended
Jun. 30, 2026
Inventory Disclosure [Abstract]  
Inventory
2.
Inventory

Inventory consists of the following:

 

 

June 30,
2026

 

 

December 31,
2025

 

Raw materials

 

$

9,325

 

 

$

9,161

 

Work-in-process

 

 

41,762

 

 

 

31,222

 

Finished goods

 

 

16,539

 

 

 

8,235

 

Inventory

 

$

67,626

 

 

$

48,618

 

 

During the three and six months ended June 30, 2026, the Company recognized write-downs on the value of inventory of $569 and $583. During the three and six months ended June 30, 2025, the Company recognized write-downs in the value of inventory of $429 and $471, respectively.

v3.26.1
Property and Equipment, Net
6 Months Ended
Jun. 30, 2026
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net
3.
Property and Equipment, Net

Property and equipment, net consists of the following:

 

 

Useful life
(in years)

 

June 30,
2026

 

 

December 31,
2025

 

Production tooling

 

4

 

$

27,808

 

 

$

26,194

 

Lab equipment

 

4

 

 

18,271

 

 

 

17,446

 

Office equipment

 

3 - 7

 

 

13,279

 

 

 

12,758

 

Leasehold improvements

 

*

 

 

2,421

 

 

 

2,308

 

Construction in progress

 

 

 

 

17,539

 

 

 

15,010

 

Property and equipment, gross

 

 

 

 

79,318

 

 

 

73,716

 

Less: Accumulated depreciation

 

 

 

 

34,950

 

 

 

30,367

 

Property and equipment, net

 

 

 

$

44,368

 

 

$

43,349

 

 

* Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.

The Company recognized depreciation expense of $2,464 and $2,340 for the three months ended June 30, 2026 and 2025, respectively. The Company recognized depreciation expense of $4,789 and $4,309 for the six months ended June 30, 2026 and 2025, respectively.

Fixed assets not yet in service, or construction in progress, consist primarily of capitalized internal-use software, certain production tooling and other equipment that are not yet ready to be placed into service.

v3.26.1
Intangible Assets, Net
6 Months Ended
Jun. 30, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net
4.
Intangible Assets, Net

Intangible assets, net consist of the following:

 

 

June 30, 2026

 

 

December 31, 2025

 

 

Weighted
Average
Remaining
Useful Life

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

 

Weighted
Average
Remaining
Useful Life

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

Developed technology

 

 

5.3

 

 

$

164,411

 

 

$

(61,468

)

 

$

102,943

 

 

 

5.4

 

 

$

137,371

 

 

$

(52,477

)

 

$

84,894

 

Software licenses

 

 

1.2

 

 

 

20,390

 

 

 

(14,905

)

 

$

5,485

 

 

 

1.6

 

 

 

20,392

 

 

 

(12,289

)

 

$

8,103

 

Customer relationships

 

 

6.2

 

 

 

47,113

 

 

 

(16,591

)

 

$

30,522

 

 

 

6.8

 

 

 

47,113

 

 

 

(14,372

)

 

$

32,741

 

Intellectual property licenses

 

 

0.3

 

 

 

1,944

 

 

 

(1,736

)

 

$

208

 

 

 

0.3

 

 

 

1,962

 

 

 

(1,736

)

 

$

226

 

Trade names

 

 

3.5

 

 

 

26,899

 

 

 

(13,295

)

 

$

13,604

 

 

 

4.1

 

 

 

26,899

 

 

 

(11,627

)

 

$

15,272

 

Backlog

 

 

1.2

 

 

 

2,696

 

 

 

(2,583

)

 

$

113

 

 

 

1.3

 

 

 

2,696

 

 

 

(2,482

)

 

$

214

 

Effect of exchange rate on gross carrying amount

 

 

 

 

 

545

 

 

 

—

 

 

$

545

 

 

 

 

 

 

3,898

 

 

 

—

 

 

$

3,898

 

Intangible assets with finite lives

 

 

 

 

 

263,998

 

 

 

(110,578

)

 

 

153,420

 

 

 

 

 

 

240,331

 

 

 

(94,983

)

 

 

145,348

 

IPR&D

 

 

 

 

 

23,261

 

 

 

—

 

 

$

23,261

 

 

 

 

 

 

50,301

 

 

 

—

 

 

$

50,301

 

Effect of exchange rate on gross carrying amount

 

 

 

 

 

(130

)

 

 

—

 

 

$

(130

)

 

 

 

 

 

259

 

 

 

—

 

 

$

259

 

Total intangible assets with indefinite lives

 

 

 

 

 

23,131

 

 

 

—

 

 

 

23,131

 

 

 

 

 

 

50,560

 

 

 

—

 

 

 

50,560

 

Total intangible assets

 

 

 

 

$

287,129

 

 

$

(110,578

)

 

$

176,551

 

 

 

 

 

$

290,891

 

 

$

(94,983

)

 

$

195,908

 

 

Intangible assets with finite lives are amortized on a straight-line basis over the expected period to be benefited by future cash flows.

 

In fiscal 2025, the Company acquired developed technology, customer relationships, trade names, backlog, and In-Process Research & Development as a result of a business combination.

 

The Company monitors and assesses the above intangible assets for impairment on a periodic basis. For the three and six months ended June 30, 2025, the Company recorded $3,260 of impairment charges related to certain software licenses as part of its 2025 Restructuring Plan. For the three and six months ended June 30, 2026, the Company determined that there was no impairment of intangible assets.

Amortization of intangible assets for the three months ended June 30, 2026 and 2025 was $8,718 and $8,089, respectively. Amortization of intangible assets for the six months ended June 30, 2026 and 2025 was $17,612 and $15,864, respectively. Amortization of intangible assets is included within Cost of goods sold and Selling, general and administrative expenses, based on their respective nature, in the condensed consolidated statements of operations.

Based on the amount of definite-lived intangible assets subject to amortization as of June 30, 2026, amortization expense for each of the next five fiscal years is expected to be as follows:

 

2026 (remaining 6 months)

 

$

17,482

 

2027

 

 

29,534

 

2028

 

 

26,133

 

2029

 

 

24,493

 

2030

 

 

23,297

 

Thereafter

 

 

32,481

 

Total

 

$

153,420

 

v3.26.1
Goodwill
6 Months Ended
Jun. 30, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
5.
Goodwill

The following table sets forth the carrying amount and activity of goodwill as of June 30, 2026:

 

 

Amount

 

Balance as of the beginning of the period

 

$

292,644

 

Effect of exchange rate on goodwill

 

 

(5,802

)

Balance as of the end of the period

 

$

286,842

 

 

 

During the six months ended June 30, 2026, the change in goodwill was primarily related to a $5,802 decrease in value due to the effect of exchange rates on goodwill.

The Company tests its goodwill for impairment annually as of the first day of its fourth fiscal quarter and in interim periods if certain events occur indicating the carrying value of goodwill may be impaired. As of October 1, 2025, the Company’s most recent impairment test date, the fair values of the Company’s reporting units substantially exceeded their respective carrying values. Additionally, there were no indicators of impairment noted during the three and six months ended June 30, 2026.

v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt
6.
Debt

The following table sets forth the components of debt as of June 30, 2026 and December 31, 2025:

 

 

June 30, 2026

 

 

December 31, 2025

 

 

Principal
Outstanding

 

 

Unamortized
Discount
and
Issuance Cost

 

 

Carrying
Amount

 

 

Principal
Outstanding

 

 

Unamortized
Discount
and
Issuance Cost

 

 

Carrying
Amount

 

2027 Notes

 

$

26,000

 

 

$

(240

)

 

$

25,760

 

 

$

130,000

 

 

$

(1,752

)

 

$

128,248

 

2029 Notes

 

 

218,500

 

 

 

(6,386

)

 

 

212,114

 

 

 

218,500

 

 

 

(7,223

)

 

 

211,277

 

2031 Notes

 

 

170,500

 

 

 

(5,159

)

 

 

165,341

 

 

 

—

 

 

 

—

 

 

 

—

 

CIBC loan, due 2026

 

 

435

 

 

 

(3

)

 

 

432

 

 

 

1,129

 

 

 

(3

)

 

 

1,126

 

Total term loans

 

 

415,435

 

 

 

(11,788

)

 

 

403,647

 

 

 

349,629

 

 

 

(8,978

)

 

 

340,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line of credit and other

 

 

12,456

 

 

 

(38

)

 

 

12,418

 

 

 

12,762

 

 

 

(12

)

 

 

12,750

 

Total debt

 

$

427,891

 

 

$

(11,826

)

 

$

416,065

 

 

$

362,391

 

 

$

(8,990

)

 

$

353,401

 

 

The outstanding debt as of June 30, 2026 and December 31, 2025 is classified in the condensed consolidated balance sheets as follows:

 

 

June 30,
2026

 

 

December 31,
2025

 

Current liabilities - Current debt obligations

 

$

12,324

 

 

$

13,567

 

Noncurrent liabilities - Long-term debt, net of current maturities

 

 

403,741

 

 

 

339,834

 

Total debt

 

$

416,065

 

 

$

353,401

 

 

 

2031 Notes

On March 6, 2026, the Company completed a private offering of 4.00% Convertible Senior Notes (the “2031 Initial Notes”). The 2031 Notes (as defined below) were sold under a purchase agreement (the “2031 Notes Purchase Agreement”), dated as of March 3, 2026, entered into by and among the Company and Deutsche Bank Securities Inc. and TD Securities (USA) LLC, as representatives of the several initial purchasers named therein (collectively the “2031 Notes Initial Purchasers”) pursuant to which the Company agreed to sell $150,000 aggregate principal amount of the 2031 Initial Notes. The Company also agreed to grant an option, during a 13-day period beginning on, and including, the date on which the notes were first issued (the “2031 Notes Option”) to the 2031 Notes Initial Purchasers to purchase all or part of an additional $25,000 aggregate principal amount of the 4.00% Convertible Senior Notes due 2031 (the “2031 Notes Option” and, together with the 2031 Initial Notes, the “2031 Notes”). On March 17, 2026, the 2031 Notes Initial Purchasers exercised the 2031 Notes Option to purchase $20,500 aggregate principal amount of 4.00% Convertible Senior Notes due 2031, bringing the total aggregate principal amount for the 2031 Notes to $170,500. The 2031 Notes were issued pursuant to an Indenture dated March 6, 2026 (the “2026 Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the 2031 Notes is payable semi-annually in arrears on March

15 and September 15 of each year, beginning on September 15, 2026. The 2031 Notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted.

The 2031 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 258.3312 shares of Class A common stock per $1,000 principal amount of the 2031 Notes, which is equivalent to an initial conversion price of approximately $3.87 per share of Class A common stock. The initial conversion price of the 2031 Notes represents a premium of approximately 22.5% to the $3.16 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on March 3, 2026. The conversion rate is subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the 2026 Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the Indenture dated November 21, 2022 (the “2022 Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”)) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 316.4556 shares of Class A common stock per $1,000 principal amount of the 2031 Notes, subject to adjustment in the same manner as the conversion rate) for 2031 Notes that are converted in connection with such Make-Whole Fundamental Change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.

The 2031 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding December 15, 2030 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Class A common stock, as determined by the Company, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the 2022 Indenture) per $1,000 principal amount of 2031 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on each such trading day; (3) if the Company calls such 2031 Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date, but only with respect to the 2031 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the 2026 Indenture. On or after December 15, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2031 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of indie's Class A common stock or a combination of cash and shares of indie's Class A common stock, at the Company’s election, in amounts determined in the manner set forth in the 2026 Indenture.

The Company may not redeem the 2031 Notes prior to March 20, 2029. The Company may redeem for cash all or any portion of the 2031 Notes, at the Company's option, on or after March 20, 2029 if the last reported sales price of indie’s Class A common stock, as determined by the Company, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems fewer than all the outstanding 2031 Notes, at least $50,000 aggregate principal amount of 2031 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. No sinking fund is provided for the 2031 Notes.

Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the 2026 Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2031 Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2031 Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the 2031 Notes; (ii) equal in right of payment to any existing and future unsecured indebtedness of the Company (including the Company's 4.50% Convertible Senior Notes due 2027 and the Company's 3.50% Convertible Senior Notes due 2029) that is not so subordinated; (iii) effectively junior in right of payment to any future secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities of the Company’s subsidiaries (including trade payables).

 

The net proceeds from the offering were approximately $165,048, after deducting the Initial Purchasers’ discounts and commissions and the Company’s estimated offering expenses. The Company used approximately $107,814 of the net proceeds from the offering to repurchase $104,000 in aggregate principal amount of its 4.50% Convertible Senior Notes due 2027 (including accrued interest of $1,443). See 2027 Notes below for a detailed discussion of this repurchase of the 2027 Notes.

The 2031 Notes have been recorded as long-term debt in their entirety pursuant to 2020-06, Debt - Debt with Conversion and Other Options ("ASU 2020-06"). The carrying value of the 2031 Notes is presented net of $5,452 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of June 30, 2026, the total carrying value of the 2031 Notes, net of unamortized discount, was $165,341 with a total fair value of $241,258 or 141.50% of the aggregate principal amount of the 2031 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $237 and $293 for the three and six months ended June 30, 2026, respectively. Such amortization expenses are included in Interest Expense in the Company’s condensed consolidated statements of operations.

 

2029 Notes

On December 6, 2024, the Company completed a private offering of 3.50% Convertible Senior Notes (the “2029 Initial Notes”). The Notes were sold under a purchase agreement (the “2029 Notes Purchase Agreement”), dated as of December 3, 2024, entered into by and between the Company and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein (collectively the “2029 Notes Initial Purchasers”) pursuant to which the Company agreed to sell $190,000 aggregate principal amount of the 2029 Initial Notes. The Company also agreed to grant an option, during a 13-day period beginning on, and including, the date on which the notes are first issued (the “2029 Notes Option”) to the 2029 Notes Initial Purchasers to purchase all or part of an additional $28,500 aggregate principal amount of the 3.50% Convertible Senior Notes due 2029 (the “2029 Additional Notes” and, together with the 2029 Initial Notes, the “2029 Notes”). On December 5, 2024, the 2029 Notes Initial Purchasers exercised the 2029 Notes Option in full, bringing the total aggregate principal amount for the 2029 Notes to $218,500.

On December 3, 2024, in connection with the pricing of the 2029 Notes, the Company entered into privately negotiated capped call transactions (the “2029 Notes Base Capped Call Transactions”) with each of Deutsche Bank AG, London Branch, through its agent Deutsche Bank Securities Inc., Mizuho Markets Americas LLC, with Mizuho Securities USA LLC acting as agent, Royal Bank of Canada, represented by RBC Capital Markets, LLC as its agent, The Bank of Nova Scotia, UBS AG, London Branch, represented by UBS Securities LLC as its agent, and Wells Fargo Bank, National Association (the “2029 Option Counterparties”). In addition, on December 5, 2024, in connection with the 2029 Notes Initial Purchasers’ exercise of the 2029 Notes Option in full, the Company entered into additional capped call transactions (the “2029 Notes Additional Capped Call Transactions” and, together with the 2029 Notes Base Capped Call Transactions, the “2029 Notes Capped Call Transactions”) with each of the 2029 Notes Option Counterparties. The 2029 Notes Capped Call Transactions cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2029 Notes, and are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2029 Notes and/or offset any cash payments the Company may be required to make in excess of the principal amount of converted 2029 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the 2029 Notes Capped Call Transactions. The cap price of the 2029 Notes Capped Call Transactions is initially $8.06 per share, which represents a premium of 100% over the last reported sale price of the Company’s Class A common stock on The Nasdaq Capital Market on December 3, 2024. The cost of the 2029 Notes Capped Call Transactions was $23,380. The Company recorded the 2029 Notes Capped Call Transactions as separate transactions from the issuance of the 2029 Notes. The cost of $23,380 incurred to purchase the 2029 Notes Capped Call Transactions was recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheet as of December 31, 2024.

The 2029 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 194.6188 shares of Class A common stock per $1,000 principal amount of the 2029 Notes, which is equivalent to an initial conversion price of approximately $5.14 per share of Class A common stock. The initial conversion price of the 2029 Notes represents a premium of approximately 27.50% over the $4.03 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on December 3, 2024. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the Indenture, dated as of December 6, 2024, between indie and U.S. Bank Trust Company, National Association, as trustee (the “2024 Indenture”). In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the 2024 Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 248.1399 shares of Class A common stock per $1,000 principal amount of the 2029 Notes, subject to adjustment in the same manner as the conversion rate) for 2029 Notes that are converted in connection with such Make-Whole Fundamental Change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.

The 2029 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding September 15, 2029 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2025 (and only during such calendar quarter), if the last reported sale price of the common stock, as determined by the Company, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the 2024 Indenture) per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate on each such trading day; (3) if the Company calls such 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day prior to the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the 2024 Indenture. On or after September 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2029 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in amounts determined in the manner set forth in the 2024 Indenture.

The 2029 Notes are not redeemable at the Company’s option prior to December 20, 2027. The Company may redeem for cash all or any portion of the 2029 Notes (subject to a partial redemption limitation), at the Company’s option, on or after December 20, 2027 if the last reported sale price of the common stock, as determined by the Company, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems fewer than all the outstanding 2029 Notes, at least $50,000 aggregate principal amount of 2029 Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. No sinking fund is provided for the 2029 Notes.

The 2029 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2029 Notes is presented net of $8,967 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of June 30, 2026 and December 31, 2025, the total carrying value of the 2029 Notes, net of unamortized discount, was $212,114 and $211,277, respectively. As of June 30, 2026, the total fair value of the 2029 Notes was $255,645 or 117.00% of the aggregate principal amount of the 2029 Notes. As of December 31, 2025, the total fair value of the 2029 Notes was $227,087 or 104.00% of the aggregate principal amount of the 2029 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $423 and $405 for the three months ended June 30, 2026 and 2025, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $837 and

$801 for the six months ended June 30, 2026 and 2025, respectively. Such amortization expenses are included in Interest Expense in the Company’s condensed consolidated statements of operations.

2027 Notes

On November 16, 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, as representative of the initial purchasers (collectively the “Initial Purchasers”), pursuant to which the Company agreed to sell $140,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Initial Notes”). The Company also agreed to grant an option, exercisable within the 30-day period immediately following the date of the Purchase Agreement (the “Option”) to the Initial Purchasers to purchase all or part of an additional $20,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2027 (the “Additional Notes” and, together with the Initial Notes, the “2027 Notes”). On November 17, 2022, the Initial Purchasers exercised the Option in full, bringing the total aggregate principal amount for the 2027 Notes to $160,000. The sale of the 2027 Notes closed on November 21, 2022. The 2027 Notes were issued pursuant to the 2022 Indenture between the Company and the Trustee. Interest on the 2027 Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2023. The 2027 Notes will mature on November 15, 2027, unless earlier repurchased, redeemed or converted.

The 2027 Notes will be convertible into cash, shares of the Company’s Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election, at an initial conversion rate of 115.5869 shares of Class A common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $8.65 per share of Class A common stock. The initial conversion price of the 2027 Notes represents a premium of approximately 30% over the $6.655 per share last reported sale price of the Class A common stock on The Nasdaq Capital Market on November 16, 2022. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid interest, except under the limited circumstances described in the 2022 Indenture. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in Section 1.01 of the 2022 Indenture) prior to the maturity date, or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of Class A common stock (not to exceed 150.2629 shares of Class A common stock per $1,000 principal amount of the 2027 Notes, subject to adjustment in the same manner as the conversion rate) for 2027 Notes that are converted in connection with such Make-Whole Fundamental Change or for notes called (or deemed called) for redemption that are converted in connection with such notice of redemption.

The 2027 Notes are convertible at the option of the holders (in whole or in part) at any time prior to the close of business on the business day immediately preceding August 15, 2027 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “Trading Price” (as defined in Section 1.01 of the 2022 Indenture) per $1,000 principal amount of 2027 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on each such trading day; (3) if the Company calls such 2027 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2027 Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain corporate events as specified in the 2022 Indenture. On or after August 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2027 Notes, in multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election, in amounts determined in the manner set forth in the 2022 Indenture.

The Company may not redeem the 2027 Notes prior to November 20, 2025. indie may redeem for cash all or any portion of the 2027 Notes, at indie’s option, on or after November 20, 2025 if the last reported price of indie’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which indie provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of a “Fundamental Change” (as defined in Section 1.01 of the 2022 Indenture), subject to certain conditions and certain limited exceptions, holders may require the Company to repurchase for cash all or any portion of their 2027 Notes in principal amounts of $1,000 or an integral multiple thereof at a fundamental change repurchase price in cash equal to 100% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The 2027 Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any indebtedness of the Company that is expressly subordinated in right of payment to the 2027 Notes; (ii) equal in right of payment to any unsecured indebtedness of the Company that is not so subordinated; (iii) effectively junior in right of payment to any senior, secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The 2027 Notes have been recorded as long-term debt in its entirety pursuant to ASU 2020-06. The carrying value of the 2027 Notes is presented net of $5,374 of discount and issuance costs, which are amortized to interest expense over the respective terms of these borrowings. As of June 30, 2026 and December 31, 2025, the total carrying value of the 2027 Notes, net of unamortized discount, was $25,760 and $128,248, respectively. As of June 30, 2026, the total fair value of the 2027 Notes was $29,026 or 111.64% of the aggregate principal amount of the 2027 Notes. As of December 31, 2025, the total fair value of the 2027 Notes was $124,982 or 96.00% of the aggregate principal amount of the 2027 Notes. The estimated fair values are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $40 and $267 for the three months ended June 30, 2026 and 2025, respectively. The amortization of the debt discount and cost of issuance resulted in non-cash interest expense of $227 and $528 for the six months ended June 30, 2026 and 2025, respectively. Such amortization expenses are included in Interest Expense in the Company’s condensed consolidated statements of operations.

During the year ended December 31, 2022, in connection with the offering of the 2027 Notes, the Company entered into privately negotiated transactions through one of the initial purchasers or its affiliate to repurchase 1,112,524 shares of Class A common stock, at an average cost of $6.65 per share, for approximately $7,404.

In June 2025, the Company entered into several separate, privately negotiated purchase agreements to repurchase $30,000 in aggregate principal amount of the 2027 Notes at a discount. In addition to the repurchased principal, the total repurchase price of $26,844 also included transaction-related professional fees of $158. The repurchase was accounted for as an extinguishment of debt, which resulted in a pre-tax gain of $2,623, which included the accelerated recognition of unamortized issuance cost and debt discount affiliated with the repurchased principal of $515. This gain was recorded as Gain from extinguishment of debt in the Company's consolidated statements of operations for the year ended December 31, 2025. Concurrent with the repurchase, the Company repaid $143 of accrued interest associated with the repurchased principal. The repurchase of the 2027 Notes and repayment of accrued interest were funded by the Company's on-hand cash. Upon completion of this repurchase, $130,000 principal amount of the 2027 Notes remained outstanding.

In March 2026, the Company entered into several separate, privately negotiated purchase agreements to repurchase $104,000 in aggregate principal amount of the 2027 Notes at a premium for a total of $106,371. The repurchase was accounted for as an extinguishment of debt, which resulted in a pre-tax loss of $3,656, which included the accelerated recognition of unamortized issuance cost and debt discount affiliated with the repurchased principal of $1,284. This loss was recorded as Loss from extinguishment of debt in the Company's condensed consolidated statements of operations for the three months ended March 31, 2026. Concurrent with the repurchase, the Company repaid $1,443 of accrued interest associated with the repurchased principal. The

repurchase of the 2027 Notes and repayment of accrued interest were funded by the proceeds from the 2031 Notes issued on March 6, 2026. Upon completion of this repurchase, $26,000 principal amount of the 2027 Notes remains outstanding.

indie Semiconductor Revolving Line of Credit

On March 29, 2025, the Company entered into a revolving line of credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”) with a credit limit of $10,000, bearing interest at the Secured Overnight Financing Rate (“SOFR”) plus 1.75%. The outstanding principal balance was due and payable in full on March 27, 2026. This revolving line of credit was renewed on March 27, 2026, and the outstanding principal balance is due and payable in full on March 27, 2027. Interest is payable monthly beginning on May 1, 2026 through the maturity date. This line of credit required the Company to collateralize a cash balance equal to the total outstanding balance in a cash security account with Wells Fargo, which resulted in total restricted cash of $10,027 as of June 30, 2026. Fees of $50 incurred will be amortized over the life of the credit agreement. This revolving line of credit had an outstanding balance of $10,000 as of June 30, 2026. During the three months ended June 30, 2026 and 2025, the Company paid $63 and $111 in interest expense, respectively, which represented a weighted average interest rate of approximately 2.5% and 4.5%, respectively. During the six months ended June 30, 2026 and 2025, the Company paid $239 and $277 in interest expense, which represented a weighted average interest rate of approximately 4.8% and 5.6%, respectively. The non-cash interest during the three and six months ended June 30, 2026 and 2025 was de minimis.

indie Canada Revolving Credit

In connection with the acquisition of indie Canada on October 12, 2021, the Company assumed a revolving credit with the Canadian Imperial Bank of Commerce (“CIBC”) with a credit limit of CAD 9,440 bearing interest at prime rate plus 0.25%, repayable in monthly installments of CAD 155 plus interest, maturing in October 2026. The repayment of monthly installments reduces the credit limit over time. CIBC also reserves the right to request full repayment of a portion or all outstanding balances at any time. As of June 30, 2026 and December 31, 2025, the outstanding principal balance of the loan was $435 and $1,129 (or CAD 619 and CAD 1,548), respectively. During the three and six months ended June 30, 2026 and 2025, both cash and non-cash interest expense were de minimis.

indie Canada also has an authorized credit facility of up to CAD 6,000 at June 30, 2026 and December 31, 2025, respectively, from CIBC, bearing interest at prime rate plus 0.25%. The credit facility permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of CAD 6,000. As of June 30, 2026 and December 31, 2025, this line of credit had an outstanding balance of $1,926 and $2,453 (or CAD 2,742 and CAD 3,363), respectively. During the three and six months ended June 30, 2026 and 2025, both cash and non-cash interest expense were de minimis.

The table below sets forth the components of interest expense for the three and six months ended June 30, 2026 and 2025:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest expense on the 2027 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Stated interest at 4.50% per annum

 

$

293

 

 

$

1,795

 

 

$

1,412

 

 

$

3,570

 

Amortization of discount and issuance cost

 

 

40

 

 

 

267

 

 

 

227

 

 

 

528

 

Total interest expense related to the 2027 Notes

 

 

333

 

 

 

2,062

 

 

 

1,639

 

 

 

4,098

 

Interest expense on the 2029 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Stated interest at 3.50% per annum

 

 

1,906

 

 

 

1,906

 

 

 

3,792

 

 

 

3,792

 

Amortization of discount and issuance cost

 

 

423

 

 

 

405

 

 

 

837

 

 

 

801

 

Total interest expense related to the 2029 Notes

 

 

2,329

 

 

 

2,311

 

 

 

4,629

 

 

 

4,593

 

Interest expense on the 2031 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Stated interest at 4.00% per annum

 

 

1,705

 

 

 

—

 

 

 

2,182

 

 

 

—

 

Amortization of discount and issuance cost

 

 

237

 

 

 

—

 

 

 

293

 

 

 

—

 

Total interest expense related to the 2031 Notes

 

 

1,942

 

 

 

—

 

 

 

2,475

 

 

 

—

 

Interest expense on other debt obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Contractual interest

 

 

72

 

 

 

142

 

 

 

263

 

 

 

327

 

Amortization of discount and issuance cost

 

 

12

 

 

 

12

 

 

 

25

 

 

 

25

 

Total interest expense related to other debt obligations

 

 

84

 

 

 

154

 

 

 

288

 

 

 

352

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

$

4,688

 

 

$

4,527

 

 

$

9,031

 

 

$

9,043

 

 

The future maturities of the debt obligations are as follows:

 

2026 (remaining 6 months)

 

$

2,891

 

2027

 

 

36,000

 

2028

 

 

—

 

2029

 

 

218,500

 

2030

 

 

—

 

2031

 

 

170,500

 

Total

 

$

427,891

 

v3.26.1
Contingent and Earn-Out Liabilities
6 Months Ended
Jun. 30, 2026
Reverse Capitalization [Abstract]  
Contingent and Earn-Out Liabilities
7.
Contingent and Earn-Out Liabilities

Earn-Out Milestones

In connection with the Transaction, certain of indie’s stockholders are entitled to receive up to 10,000,000 earn-out shares of the Company’s Class A common stock if the earn-out milestones are met. The earn-out milestones represent two independent criteria, each of which entitles the eligible stockholders to 5,000,000 earn-out shares per milestone met. Each earn-out milestone is considered met if at any time following the Transaction and prior to December 31, 2027, the volume weighted average price of indie’s Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty-trading day period, respectively. Further, the earn-out milestones are also considered to be met if indie undergoes a "Sale". A Sale is defined as the occurrence of any of the following for indie: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock ceases to be listed on a national securities exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution.

These earn-out shares had been categorized into two components: (i) those associated with stockholders with vested equity at the closing of the Transaction that will be earned upon achievement of the earn-out milestones (the “Vested Shares”) and (ii) those associated with stockholders with unvested equity at the closing of the Transaction that will be earned over the remaining service period with the Company on their unvested equity shares and upon achievement of the Earn-Out Milestones (the “Unvested Shares”). The Vested Shares were classified as liabilities in the condensed consolidated balance sheet and the Unvested Shares are equity-classified share-based compensation to be recognized over time. The earn-out liability was initially measured at fair value at the closing of the Transaction and subsequently remeasured at the end of each reporting period. The change in fair value of the earn-out liability was recorded as part of Other income (expense), net in the condensed consolidated statement of operations.

The estimated fair value of the earn-out liability was determined using a Monte Carlo Simulations analysis that simulated the future path of the Company’s stock price over the earn-out period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.

As of December 31, 2021, there was no liability remaining on the consolidated balance sheet.

Contingent Considerations

On January 25, 2024, in connection with the acquisition of Kinetic Technologies, LLC, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $2,251 and $2,348, respectively. The contingent consideration is comprised of two tranches. The first tranche was payable upon the achievement of a revenue threshold of $12,000 for the 12-month period ended on January 25, 2025. The second tranche was payable upon achievement of certain production-based milestones for the 24-month period ending on January 25, 2026. Both tranches were payable in cash or in shares at indie’s discretion. In April 2025, the Company settled the first tranche through the issuance of $2,500 in cash. In December 2025, it was determined that the second tranche of the contingent consideration would not be met and the fair value was reduced to zero. There was no liability remaining on the consolidated balance sheet on December 31, 2025. The changes in fair value since the acquisition date were recorded in Other income (expense), net in the consolidated statement of operations.

On September 26, 2025, in connection with the acquisition of emotion3D, the Company recorded contingent considerations as a current and a long-term liability at an initial fair value of $3,092 and $4,195, respectively. The contingent consideration is comprised of three tranches. Total purchase consideration transferred at the emotion3D Closing Date also included contingent consideration that had a total preliminary fair value of $7,287 as of the acquisition date. The preliminary acquisition date fair value of the contingent considerations was determined based on the Company’s assessment of the probability of achieving the performance targets that ultimately obligate the Company to transfer additional consideration to the seller. The contingent consideration is comprised of up to three tranches and all are payable in cash or Class A common stock, at indie’s sole election. The First Earnout pays up to a maximum of $4,000, upon achievement of a total revenue target of EUR 3,650 (or $4,163) for the full year ended December 31, 2025, provided only a maximum total of EUR 2,100 can be counted toward the milestone between January 1, 2025 through the emotion3D Closing Date. The Second Earnout pays up to a maximum of $6,000, upon achievement of revenue target of $6,300 between January 1, 2026 through February 28, 2027. In the case where the First Earnout is not achieved in full and emotion3D achieves total revenue in excess of $8,400 within the same period as relevant for the Second Earnout, emotion3D is entitled to the Third Earnout that pays up to a maximum of $1,250, upon achievement of a revenue target equal to $8,400 plus the corresponding revenue shortfall from the First Earnout. The corresponding revenue shortfall from the First Earnout is calculated by actual revenue achieved during the First Earnout measurement period and a ceiling of $4,163. The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. As the potential payment of the Third Earnout is dependent upon the shortfall in the First Earnout and the over-achievement in the Second Earnout, the preliminary fair value of the Third Earnout has been considered as part of the First Earnout. In May 2026, the Company settled the first tranche for $1,382 in cash. The Second and Third Earnout is reflected in Contingent considerations in the condensed consolidated balance sheet as of June 30, 2026. The fair value of the second and third tranche contingent consideration liabilities as of June 30, 2026 was $4,441 and $925, respectively.

v3.26.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements
8.
Fair Value Measurements

The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The estimated fair value of the Company’s 2027 Notes, 2029 Notes and 2031 Notes are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt (see Note 6 — Debt for additional information). The fair values of the Company’s short-term loans generally approximated their carrying values.

At June 30, 2026 and 2025, the Company held currency forward contracts with an aggregated notional amount of $7,762 and $21,602, respectively, to sell United States dollars and to buy various foreign currencies such as Canadian dollars and euros, among others at a forward rate. Any changes in the fair value of these contracts are recorded in Other income (expense), net in the condensed consolidated statement of operations. During the three months ended June 30, 2026 and 2025, the Company recorded a net loss of $99 and a net gain of $1,958, respectively. During the six months ended June 30, 2026 and 2025, the Company recorded a net loss of $736 and a net gain of $1,367, respectively.

The following table presents the Company’s fair value hierarchy for financial assets and liabilities:

 

 

Fair Value Measurements as of June 30, 2026

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

emotion3D GmbH Contingent Consideration - Second Tranche

 

$

—

 

 

$

—

 

 

$

4,441

 

 

$

4,441

 

emotion3D GmbH Contingent Consideration -Third Tranche

 

$

—

 

 

$

—

 

 

$

925

 

 

$

925

 

emotion3D Indemnity Holdback

 

$

2,000

 

 

$

—

 

 

$

—

 

 

$

2,000

 

 

 

Fair Value Measurements as of December 31, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

emotion3D GmbH Contingent Consideration - First Tranche

 

$

—

 

 

$

—

 

 

$

611

 

 

$

611

 

emotion3D GmbH Contingent Consideration - Second Tranche

 

$

—

 

 

$

—

 

 

$

4,179

 

 

$

4,179

 

emotion3D GmbH Contingent Consideration -Third Tranche

 

$

—

 

 

$

—

 

 

$

696

 

 

$

696

 

emotion3D Subsidies Holdback

 

$

720

 

 

$

—

 

 

$

—

 

 

$

720

 

emotion3D Indemnity Holdback

 

$

2,000

 

 

$

—

 

 

$

—

 

 

$

2,000

 

 

As of June 30, 2026 and December 31, 2025, the Company’s cash and cash equivalents, including restricted cash, were all held in cash or Level 1 instruments where the fair values approximate the carrying values.

 

On January 5, 2026, the Company released the $720 emotion3D subsidies holdback in cash.

Level 3 Disclosures

Contingent Considerations

Contingent considerations are valued based on the consideration expected to be transferred. The Company generally estimates the fair value based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates. The discount rates are based on the estimated cost of debt plus a premium, which included consideration of expected term of the earn-out payment, yield on treasury instruments and an estimated credit rating for the Company.

Because the acquisition related to emotion3D occurred within the last twelve months, the significant information to be obtained and analyzed and the fact that emotion3D resides in a foreign jurisdiction, the Company’s fair value estimates for the associated contingent consideration were valued based on a probability method as of June 30, 2026.

See Note 7 — Contingent and Earn-Out Liabilities for additional information of our Level 3 disclosures.

 

The following table presents the significant unobservable inputs assumed for each of the fair value measurements:

 

 

June 30,
2026

 

 

December 31,
2025

 

 

Input

 

 

Input

 

Liabilities:

 

 

 

 

 

 

emotion3D GmbH Contingent Consideration - Second Tranche

 

 

 

 

 

 

Market yield rate

 

 

10.53

%

 

 

10.53

%

Scenario probability

 

 

80.00

%

 

 

80.00

%

emotion3D GmbH Contingent Consideration - Third Tranche

 

 

 

 

 

 

Market yield rate

 

 

10.53

%

 

 

10.53

%

Scenario probability

 

 

80.00

%

 

 

64.00

%

v3.26.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders' Equity
9.
Stockholders’ Equity

Stock Repurchase Program

On November 16, 2022, indie’s Board of Directors authorized the repurchase, from time to time, of up to $50,000 of indie’s Class A common stock and/or warrants to purchase Class A common stock. This was inclusive of the concurrent repurchase of shares of Class A common stock described in Note 8 — Debt, under the 2027 Notes, which allowed for a portion of net proceeds to be used to repurchase up to $25,000 of Class A common stock. For the year ended December 31, 2022, in connection with the concurrent repurchase, the Company repurchased 1,112,524 shares of Class A common stock, at an average cost of $6.65 per share, for approximately $7,404. Through June 30, 2026, there have been no subsequent repurchases of common stock under the program. As of June 30, 2026, there is $42,596 available for future repurchase under the program.

v3.26.1
Noncontrolling Interest
6 Months Ended
Jun. 30, 2026
Noncontrolling Interest [Abstract]  
Noncontrolling Interest
10.
Noncontrolling Interest

In connection with the closing of the Transaction on June 10, 2021, certain members of ADK LLC (the “ADK Minority Holders”) retained approximately 26% membership interest in ADK LLC. The ADK Minority Holders may from time to time, after December 10, 2021, exchange with indie such holders’ units in ADK LLC for an equal number of shares of indie’s Class A common stock. As a result, indie’s ownership interest in ADK LLC will increase over time as the exchanges occur. The ADK Minority Holders’ ownership interests are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements. The Company’s ownership of ADK LLC was approximately 94% and 92% as of June 30, 2026 and December 31, 2025, respectively.

In connection with the Transaction, the Company issued to ADK LLC Minority Holders an aggregate of 33,827,371 shares of Class V common stock of indie (the “Class V Holders”), which can be exchanged to Class A common stock at an exchange ratio of one to one. The shares of Class V common stock provides no economic rights in indie to the holder thereof; however, each Class V Holder is entitled to vote with the holders of Class A common stock of indie, with each share of Class V common stock entitling the holder to one (1) vote per share of Class V common stock at the time of such vote (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications). As of June 30, 2026 and December 31, 2025, the Company had an aggregate of 13,915,151 and 16,521,251 shares of Class V common stock issued and outstanding, respectively.

ADK LLC held approximately 59.00% voting control and approximately 34.38% ownership interest in Wuxi as of both June 30, 2026 and December 31, 2025. From time to time, Wuxi has sold equity ownership and the transactions have reduced ADK LLC’s controlling interest in Wuxi on the condensed consolidated balance sheets. As of June 30, 2026, ADK LLC maintained its controlling ownership in Wuxi. Accordingly, Wuxi’s financial statements are consolidated with those of ADK LLC and its other wholly-owned subsidiaries. Minority interests held in Wuxi are accounted for as noncontrolling interests in the Company’s condensed consolidated financial statements.

v3.26.1
Revenue
6 Months Ended
Jun. 30, 2026
Revenue from Contract with Customer [Abstract]  
Revenue
11.
Revenue

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers by geographic region, as the Company’s management believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following tables present revenue disaggregated by geography of the shipping location for the three and six months ended June 30, 2026 and 2025:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

United States

 

$

4,800

 

 

$

7,676

 

 

$

10,889

 

 

$

16,747

 

Greater China

 

 

37,265

 

 

 

22,983

 

 

 

69,504

 

 

 

41,747

 

Europe

 

 

11,544

 

 

 

2,762

 

 

 

21,824

 

 

 

7,971

 

South Korea

 

 

3,854

 

 

 

12,885

 

 

 

6,944

 

 

 

23,784

 

Rest of Asia Pacific

 

 

4,595

 

 

 

867

 

 

 

7,238

 

 

 

1,995

 

Rest of North America

 

 

1,909

 

 

 

4,074

 

 

 

2,995

 

 

 

12,366

 

South America

 

 

42

 

 

 

387

 

 

 

72

 

 

 

1,101

 

Total

 

$

64,009

 

 

$

51,634

 

 

$

119,466

 

 

$

105,711

 

 

Contract Balances

Certain assets or liabilities are recorded depending on the timing of revenue recognition, billings and cash collections on a contract-by-contract basis. Contract liabilities primarily relate to deferred revenue, including advance consideration received from customers for contracts prior to the transfer of control to the customer, and therefore revenue is recognized upon delivery of products and services or as the services are performed.

The following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025:

 

 

Balance Sheet Classification

 

June 30,
2026

 

 

December 31,
2025

 

Unbilled revenue

 

Prepaid expenses and other current assets

 

$

6,189

 

 

$

4,814

 

Contract liabilities

 

Accrued expenses and other current liabilities

 

$

4,011

 

 

$

4,601

 

 

During the three months ended June 30, 2026 and 2025, the Company recognized $591 and $218, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. During the six months ended June 30, 2026 and 2025, the Company recognized $2,350 and $1,617, respectively, of revenue related to amounts that were previously included in deferred revenue at the beginning of the period. Deferred revenue fluctuates over time due to changes in the timing of payments received from customers and revenue recognized for services provided.

Revenue related to remaining performance obligations represents the amount of contracted development arrangements that has not been recognized, which includes deferred revenue on the condensed consolidated balance sheet that will be recognized as revenue and unbilled amounts that will be billed per contractual billing schedules in the future. As of June 30, 2026, the amount of performance obligations that have not been recognized as revenue was $1,991, of which approximately 100% is expected to be recognized as revenue over the next 12 months. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Variable consideration that has been constrained is excluded from the amount of performance obligations that have not been recognized.

Concentrations

One customer accounted for 10% and 12% of the Company’s total revenue for the three and six months ended June 30, 2026, respectively. No customers accounted for more than 10% of the Company’s total revenue for the three and six months ended June 30, 2025

There were no customers that represented more than 10% of accounts receivable at June 30, 2026 and December 31, 2025, respectively.

v3.26.1
Share-Based Compensation
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation
12.
Share-Based Compensation

Stock compensation expense is recorded in cost of goods sold, research and development, and general and administrative expenses based on the classification of the work performed by the grantees.

The following table sets forth the share-based compensation for the periods presented:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost of goods sold

 

$

404

 

 

$

124

 

 

$

843

 

 

$

495

 

Research and development

 

 

10,501

 

 

 

9,183

 

 

 

22,375

 

 

 

20,314

 

Selling, general, and administrative

 

 

6,430

 

 

 

5,232

 

 

 

13,851

 

 

 

10,962

 

Restructuring costs

 

 

—

 

 

 

455

 

 

 

—

 

 

 

455

 

Total

 

$

17,335

 

 

$

14,994

 

 

$

37,069

 

 

$

32,226

 

 

Total stock compensation expense for the three months ended June 30, 2026 and 2025 above included an accrual of $4,900 and $7,634 that represents awards issuable upon distribution of the Company's annual incentive plan. Stock compensation expense for the six months ended June 30, 2026 and 2025 included $8,400 and $7,634, respectively, related to awards issuable upon distribution of the Company's annual incentive plans.

v3.26.1
Net Loss per Common Share
6 Months Ended
Jun. 30, 2026
Earnings Per Share [Abstract]  
Net Loss per Common Share
13.
Net Loss per Common Share

Basic and diluted net loss per common share was calculated as follows:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(38,954

)

 

$

(41,618

)

 

$

(86,076

)

 

$

(78,789

)

Less: Net loss attributable to noncontrolling interest

 

 

(1,879

)

 

 

(2,580

)

 

 

(5,809

)

 

 

(5,205

)

Net loss attributable to common stockholders — basic

 

$

(37,075

)

 

$

(39,038

)

 

$

(80,267

)

 

$

(73,584

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common shares — dilutive

 

$

(37,075

)

 

$

(39,038

)

 

$

(80,267

)

 

$

(73,584

)

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding — basic

 

 

212,010,301

 

 

 

195,370,583

 

 

 

209,532,199

 

 

 

193,234,270

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding—diluted

 

 

212,010,301

 

 

 

195,370,583

 

 

 

209,532,199

 

 

 

193,234,270

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common shares— basic

 

$

(0.17

)

 

$

(0.20

)

 

$

(0.38

)

 

$

(0.38

)

Net loss per share attributable to common shares— diluted

 

$

(0.17

)

 

$

(0.20

)

 

$

(0.38

)

 

$

(0.38

)

 

The Company’s potentially dilutive securities, which include unvested Class B units, unvested phantom units, unvested restricted stock units, convertible Class V common shares, unexercised options, earn-out shares, escrow shares, and convertible debt have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. The 2029 Notes Capped Call Transactions were excluded from the calculation of dilutive potential common shares as their effect is anti-dilutive. For the three and six months ended June 30, 2026 and 2025, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be anti-dilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to stockholders for the periods indicated as their inclusion would have had an anti-dilutive effect:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Unvested Restricted stock units

 

 

14,336,831

 

 

 

13,278,598

 

 

 

14,336,831

 

 

 

13,278,598

 

Convertible Class V common shares

 

 

13,915,151

 

 

 

17,621,247

 

 

 

13,915,151

 

 

 

17,621,247

 

Unexercised options

 

 

—

 

 

 

61,461

 

 

 

—

 

 

 

61,461

 

Earn-out Shares

 

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000,000

 

Escrow Shares

 

 

1,725,000

 

 

 

1,725,000

 

 

 

1,725,000

 

 

 

1,725,000

 

2027 Convertible notes into Class A common shares

 

 

3,005,259

 

 

 

15,026,297

 

 

 

3,005,259

 

 

 

15,026,297

 

2029 Convertible notes into Class A common shares

 

 

42,524,208

 

 

 

42,524,208

 

 

 

42,524,208

 

 

 

42,524,208

 

2031 Convertible notes into Class A common shares

 

 

44,045,470

 

 

 

—

 

 

 

44,045,470

 

 

 

—

 

 

 

124,551,919

 

 

 

95,236,811

 

 

 

124,551,919

 

 

 

95,236,811

 

v3.26.1
Income Taxes
6 Months Ended
Jun. 30, 2026
Income Tax Disclosure [Abstract]  
Income Taxes
14.
Income Taxes

The Company is subject to U.S. federal and state taxes with respect to our allocable share of any taxable income or loss of ADK, LLC, as well as any stand-alone income or loss the Company generates. ADK, LLC is treated as a partnership for U.S. income tax purposes and for most applicable state and local income tax purposes and generally does not pay income taxes in most jurisdictions. Instead, ADK, LLC’s taxable income or loss is passed through to its members, including us. Despite its status as a partnership in the United States, ADK, LLC’s foreign subsidiaries are taxable entities operating in foreign jurisdictions. As such, these foreign subsidiaries record a tax expense or benefit in jurisdictions where a valuation allowance has not been recorded.

The Company's effective tax rate in 2026 will differ from the U.S. federal statutory rate primarily due to changes in valuation allowance, tax expense or benefit in foreign jurisdictions taxed at different tax rates, and changes in noncontrolling interest.

Based primarily on the Company's limited operating history and ADK LLC’s historical domestic losses, the Company believes there is significant uncertainty as to when the Company will be able to use its domestic, federal and state, deferred tax assets (“DTAs”). Therefore, the Company has recorded a valuation allowance against these DTAs for which it has concluded that it is not more likely than not that these will be realized.

As part of reverse capitalization, the Company entered into Tax Receivable Agreements (“TRAs”) with certain shareholders that will represent approximately 85% of the calculated tax savings based on the portion of basis adjustments on future exchanges of ADK, LLC units and other carryforward attributes assumed that the Company anticipates to be able to utilize in future years. Through June 30, 2026, there have been exchanges of units that would generate a DTA; however, as there is a full valuation allowance on the related DTA, the Company has not recorded a liability under the TRAs.

The Company recorded a benefit (provision) for income taxes of $448 and $(565) for the three months ended June 30, 2026 and 2025, respectively. The Company recorded a benefit (provision) for income taxes of $767 and $(621) for the six months ended June 30, 2026 and 2025, respectively. Income tax benefit for the three and six months ended June 30, 2026 is primarily related to the Company’s foreign operations. Income tax provision for the three and six months ended June 30, 2025 is primarily related to the Company’s foreign operations and a nonconsolidated U.S. subsidiary.

v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
15.
Commitments and Contingencies

Litigation

From time to time, the Company may be a party to routine claims or litigation matters that arise in the ordinary course of its business. These may include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of these matters and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates.

Royalty Agreement

The Company has entered into license agreements to use certain technology in its design and manufacture of its products. The agreements require royalty fees for each semiconductor sold using the licensed technology. Total royalty expense incurred in connection with these contracts during the three months ended June 30, 2026 and 2025 was $753 and $608, respectively. Total royalty expense incurred in connection with these contracts during the six months ended June 30, 2026 and 2025 was $1,390 and $1,274, respectively. These expenses are included in Cost of goods sold in the condensed consolidated statements of operations. Accrued royalties of $282 and $169 are included in Accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.

Tax Distributions

To the extent the Company has funds legally available, the Board of Directors will approve distributions to each member of ADK LLC, prior to March 15 of each year, in an amount per unit that, when added to all other distributions made to such member with respect to the previous calendar year, equals the estimated federal and state income tax liabilities applicable to such member as the result of its, his or her ownership of the units and the associated net taxable income allocated with respect to such units for the previous calendar year. There were no distributions approved by the Board of Directors or paid by the Company during the three and six months ended June 30, 2026 and 2025.

v3.26.1
Supplemental Financial Information
6 Months Ended
Jun. 30, 2026
Payables and Accruals [Abstract]  
Supplemental Financial Information
16.
Supplemental Financial Information

Accrued expenses and other current liabilities consist of the following:

 

 

June 30,
2026

 

 

December 31,
2025

 

Deferred revenue

 

$

4,011

 

 

$

4,601

 

Accrued taxes

 

 

1,521

 

 

 

4,858

 

Accrued interest

 

 

2,930

 

 

 

1,396

 

Operating lease liabilities, current

 

 

3,433

 

 

 

3,227

 

Holdbacks and deferred payments for business combinations

 

 

1,000

 

 

 

1,720

 

Accrued royalties

 

 

282

 

 

 

169

 

Other (1)

 

 

9,675

 

 

 

8,801

 

Accrued expenses and other current liabilities

 

$

22,852

 

 

$

24,772

 

 

(1)
Amount represents accruals for various operating expenses such as professional fees, open purchase orders, and other estimates that are expected to be paid within the next 12 months.
v3.26.1
Segment Reporting
6 Months Ended
Jun. 30, 2026
Segment Reporting [Abstract]  
Segment Reporting
17.
Segment Reporting

The Company designs, develops, manufactures and markets a broad range of integrated circuits ("ICs"). It operates and tracks its results in one reportable segment. indie’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM utilizes financial information presented on a consolidated basis to assess performance and to make key operating decisions such as the determination of resource allocations. The CODM also utilizes the Company’s consolidated long-range plan, which includes product development roadmaps and long-range consolidated financial models, as a key input to resource allocation. The CODM also makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using consolidated operating income (loss) from operations. The CODM does not review any measures of financial results beyond what is presented in the accompanying statement of operations.

Significant expenses within income (loss) from operations include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s condensed consolidated statement of operations. The Company’s long-lived assets consist primarily of property, plant and equipment, net and right-of-use assets.

v3.26.1
Divestiture of Wuxi
6 Months Ended
Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Divestiture of Wuxi

18. Divestiture of Wuxi

 

On October 27, 2025, the Company, through its subsidiary Ay Dee Kay, LLC, entered into an Asset Purchase Agreement (the “Wuxi Agreement”) with United Faith Auto-Engineering Co., Ltd., a publicly-listed company in the People’s Republic of China (“United Faith”), pursuant to which indie has agreed to sell ADK’s entire 34.38% of the outstanding equity interest in Wuxi indie Microelectronics Technology Co., Ltd., a Chinese entity (“Wuxi”) to United Faith (the “Wuxi Divestiture”).

 

Pursuant to the Wuxi Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB 960,834, or approximately $134,893 (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes.

 

The Wuxi Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable.

 

The Wuxi Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission.

 

The Wuxi Agreement may be terminated prior to closing (i) upon mutual agreement by both parties, (ii) by ADK, should United Faith fail to obtain its shareholder approval of the Whole Transaction, (iii) by ADK, should United Faith fail to obtain all necessary regulatory approvals for the Whole Transaction within eighteen (18) months of the signing date, (iv) by either party, should the other party materially breach any representation, warranty or covenant in the Wuxi Agreement; and (v) by either party, upon the occurrence of a Force Majeure (as such term is defined in the Wuxi Agreement) which effects continue for thirty (30) days or more, rendering a party unable to continue performance under the Wuxi Agreement.

 

The Wuxi Divestiture has been approved by the Boards of Directors of both indie and United Faith.

 

Wuxi’s product lines have become increasingly commoditized and are diverging from the Company’s ADAS-focused technology roadmap. This potential divestiture enables the Company to exit these non-core products and reallocate capital towards higher-growth ADAS technologies. Further, upon completion of this potential divestiture, the Company will be released from its conditional

obligation to exchange shares of the China subsidiary for the Company’s Class A common stock, as the existing shareholders of the Wuxi subsidiary will tender their interests in the current entity in exchange for equity in a publicly traded company in China, leaving no remaining equity interests subject to the prior exchange arrangement.

 

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi will meet the criteria to be reported as discontinued operations when indie determines that it is probable that United Faith will receive all necessary local regulatory approvals within the requisite period under applicable accounting guidance. Upon the completion of this potential Wuxi Divestiture, indie will fully deconsolidate the financial results of Wuxi and in return, recognize a pre-tax gain/loss, which would be presented in indie’s then consolidated statements of operations. For the three months ended June 30, 2026 and 2025, Wuxi accounted for 44% and 42% of indie’s consolidated revenue, and approximately 13% and 10% of indie’s consolidated operating expenses for each period, respectively. For the six months ended June 30, 2026 and 2025, Wuxi accounted for 41% and 38% of indie’s consolidated revenue, and approximately 13% and 11% of indie’s consolidated operating expenses for each period, respectively. Further, as of June 30, 2026 and December 31, 2025, Wuxi accounted for approximately 12% and 12% of indie’s consolidated total assets, respectively, and approximately 3% and 3% of indie's consolidated total liabilities, respectively. Following any deconsolidation of Wuxi, indie will no longer include any financial results of Wuxi in its future consolidated financial statements.

 

indie cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed.

 

As of August 7, 2026, management determined that the Wuxi Asset Sale has not met the requisites under applicable accounting guidance to be presented as discontinued operations within indie's condensed consolidated financial statements.

v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

19. Subsequent Events

 

For its condensed consolidated financial statements as of June 30, 2026, management reviewed and evaluated material subsequent events from the condensed consolidated balance sheet date of June 30, 2026 through August 7, 2026, the date the condensed consolidated financial statements were issued.

 

v3.26.1
Nature of the Business and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Risks and Uncertainties

Risks and Uncertainties

The Company is impacted by macroeconomic conditions, including continued inflation, rising prices or interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for the Company’s products. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China, may cause a decrease in the sales of the Company’s products to its customers, Company customers’ sales to their end users, or other global customers, which could materially and adversely affect the Company’s business, financial condition and results of operation.

The ultimate impact of any tariffs will depend on various factors, including the outcome of ongoing tariff negotiations, the timing of implementation, and the amount, scope and nature of the tariffs.

Additionally, the conflicts in the Middle East and the implication of these events has created global political and economic uncertainty. The Company is closely monitoring developments, including potential impacts to the Company’s business, customers, suppliers, employees and operations in Israel, Middle East, and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codifications (“ASC”) and the Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the condensed consolidated accounts of the Company’s majority-owned subsidiary, ADK LLC, of which approximately 94% was owned by indie as of June 30, 2026. ADK LLC’s condensed consolidated financial statements include its wholly-owned subsidiaries indie Services Corporation, indie LLC and indie City LLC, all California entities, Ay Dee Kay Limited (“Ay Dee Kay Ltd.”), a private limited company incorporated under the laws of Scotland, indie Semiconductor Germany GmbH, Symeo GmbH and indie Semiconductor FFO GmbH, which was previously known as Silicon Radar GmbH (“indie FFO”), all of which are private limited liability companies incorporated under the laws of Germany, indie Technologies Switzerland AG, which was previously known as Exalos AG (“indie Switzerland”), a company limited by shares organized under the laws of Switzerland, emotion3D GmbH (“emotion3D”), a private limited liability company incorporated under the laws of Austria, indie Kft, a limited liability company incorporated under the laws of Hungary, indie Photonics Canada Inc., which was previously known as TeraXion Inc. (“indie Canada”) and Geo Semiconductor Canada Inc., both incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, indie China Technology Co., Ltd (Shanghai) and indie China Technology Co., Ltd (Shenzhen), both are private limited company incorporated under the laws of People's Republic of China, Wuxi indie Microelectronics (“Wuxi”), a Chinese entity with approximately 59% voting controlled and approximately 34% owned by the Company as of June 30, 2026 and Wuxi’s wholly-owned subsidiaries, indie Semiconductor Suzhou, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.

All significant intercompany accounts and transactions of the Company's subsidiaries have been eliminated in consolidation. The noncontrolling interest attributable to the Company’s less-than-wholly-owned subsidiary is presented as a separate component from

stockholders’ equity (deficit) in the condensed consolidated balance sheets and a noncontrolling interest in the condensed consolidated statements of operations and condensed consolidated statements of stockholders’ equity (deficit) and noncontrolling interest.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for interim financial reporting. Certain information and footnote disclosures, normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to those rules and regulations. However, in management’s opinion, the financial information reflects all adjustments, including those of a normal recurring nature, necessary to present fairly the results of operations, financial position, and cash flows of the Company for the periods presented. The results of operations, financial position, and cash flows for the Company during the interim periods are not necessarily indicative of those expected for the full year. This information should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026.

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change to the Company’s significant accounting policies during the six months ended June 30, 2026.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

Recently Issued Not Yet Adopted Accounting Pronouncements

 

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update address changes to the Codification intended to clarify, correct errors and make minor improvements, making the Codification easier to understand and apply. The new guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with the option to apply retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company's condensed consolidated financial statements.

 

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (ASU 2025-11), to amend the guidance in “Interim Reporting” (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact that the new guidance will have on the presentation of our condensed consolidated financial statements and accompanying notes.


In July 2025, the FASB issued ASU No. 2025-05,
Financial Instruments — Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collection are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending December 31, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the condensed consolidated financial statements.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expenses Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which provides guidance intended

to enhance disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The standard also requires amounts that are already required to be disclosed under U.S. GAAP in the same disclosure as the other disaggregation requirements, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. The amendments in this standard are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply the guidance either on a retrospective or prospective basis, and early adoption is permitted. The standard will become effective for indie for its fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The Company plans to adopt the standard when it becomes effective beginning in its fiscal year 2027 annual financial statements and is currently evaluating the impact this guidance will have on its condensed consolidated financial statements.

v3.26.1
Inventory (Tables)
6 Months Ended
Jun. 30, 2026
Inventory Disclosure [Abstract]  
Schedule of Components of Inventory

Inventory consists of the following:

 

 

June 30,
2026

 

 

December 31,
2025

 

Raw materials

 

$

9,325

 

 

$

9,161

 

Work-in-process

 

 

41,762

 

 

 

31,222

 

Finished goods

 

 

16,539

 

 

 

8,235

 

Inventory

 

$

67,626

 

 

$

48,618

 

v3.26.1
Property and Equipment, Net (Tables)
6 Months Ended
Jun. 30, 2026
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment, Net

Property and equipment, net consists of the following:

 

 

Useful life
(in years)

 

June 30,
2026

 

 

December 31,
2025

 

Production tooling

 

4

 

$

27,808

 

 

$

26,194

 

Lab equipment

 

4

 

 

18,271

 

 

 

17,446

 

Office equipment

 

3 - 7

 

 

13,279

 

 

 

12,758

 

Leasehold improvements

 

*

 

 

2,421

 

 

 

2,308

 

Construction in progress

 

 

 

 

17,539

 

 

 

15,010

 

Property and equipment, gross

 

 

 

 

79,318

 

 

 

73,716

 

Less: Accumulated depreciation

 

 

 

 

34,950

 

 

 

30,367

 

Property and equipment, net

 

 

 

$

44,368

 

 

$

43,349

 

 

* Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.

v3.26.1
Intangible Assets, Net (Tables)
6 Months Ended
Jun. 30, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets, Net

Intangible assets, net consist of the following:

 

 

June 30, 2026

 

 

December 31, 2025

 

 

Weighted
Average
Remaining
Useful Life

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

 

Weighted
Average
Remaining
Useful Life

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

Developed technology

 

 

5.3

 

 

$

164,411

 

 

$

(61,468

)

 

$

102,943

 

 

 

5.4

 

 

$

137,371

 

 

$

(52,477

)

 

$

84,894

 

Software licenses

 

 

1.2

 

 

 

20,390

 

 

 

(14,905

)

 

$

5,485

 

 

 

1.6

 

 

 

20,392

 

 

 

(12,289

)

 

$

8,103

 

Customer relationships

 

 

6.2

 

 

 

47,113

 

 

 

(16,591

)

 

$

30,522

 

 

 

6.8

 

 

 

47,113

 

 

 

(14,372

)

 

$

32,741

 

Intellectual property licenses

 

 

0.3

 

 

 

1,944

 

 

 

(1,736

)

 

$

208

 

 

 

0.3

 

 

 

1,962

 

 

 

(1,736

)

 

$

226

 

Trade names

 

 

3.5

 

 

 

26,899

 

 

 

(13,295

)

 

$

13,604

 

 

 

4.1

 

 

 

26,899

 

 

 

(11,627

)

 

$

15,272

 

Backlog

 

 

1.2

 

 

 

2,696

 

 

 

(2,583

)

 

$

113

 

 

 

1.3

 

 

 

2,696

 

 

 

(2,482

)

 

$

214

 

Effect of exchange rate on gross carrying amount

 

 

 

 

 

545

 

 

 

—

 

 

$

545

 

 

 

 

 

 

3,898

 

 

 

—

 

 

$

3,898

 

Intangible assets with finite lives

 

 

 

 

 

263,998

 

 

 

(110,578

)

 

 

153,420

 

 

 

 

 

 

240,331

 

 

 

(94,983

)

 

 

145,348

 

IPR&D

 

 

 

 

 

23,261

 

 

 

—

 

 

$

23,261

 

 

 

 

 

 

50,301

 

 

 

—

 

 

$

50,301

 

Effect of exchange rate on gross carrying amount

 

 

 

 

 

(130

)

 

 

—

 

 

$

(130

)

 

 

 

 

 

259

 

 

 

—

 

 

$

259

 

Total intangible assets with indefinite lives

 

 

 

 

 

23,131

 

 

 

—

 

 

 

23,131

 

 

 

 

 

 

50,560

 

 

 

—

 

 

 

50,560

 

Total intangible assets

 

 

 

 

$

287,129

 

 

$

(110,578

)

 

$

176,551

 

 

 

 

 

$

290,891

 

 

$

(94,983

)

 

$

195,908

 

Schedule of Future Amortization Expense

Based on the amount of definite-lived intangible assets subject to amortization as of June 30, 2026, amortization expense for each of the next five fiscal years is expected to be as follows:

 

2026 (remaining 6 months)

 

$

17,482

 

2027

 

 

29,534

 

2028

 

 

26,133

 

2029

 

 

24,493

 

2030

 

 

23,297

 

Thereafter

 

 

32,481

 

Total

 

$

153,420

 

v3.26.1
Goodwill (Tables)
6 Months Ended
Jun. 30, 2026
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill

The following table sets forth the carrying amount and activity of goodwill as of June 30, 2026:

 

 

Amount

 

Balance as of the beginning of the period

 

$

292,644

 

Effect of exchange rate on goodwill

 

 

(5,802

)

Balance as of the end of the period

 

$

286,842

 

 

v3.26.1
Debt (Tables)
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Schedule of Components of Debt

The following table sets forth the components of debt as of June 30, 2026 and December 31, 2025:

 

 

June 30, 2026

 

 

December 31, 2025

 

 

Principal
Outstanding

 

 

Unamortized
Discount
and
Issuance Cost

 

 

Carrying
Amount

 

 

Principal
Outstanding

 

 

Unamortized
Discount
and
Issuance Cost

 

 

Carrying
Amount

 

2027 Notes

 

$

26,000

 

 

$

(240

)

 

$

25,760

 

 

$

130,000

 

 

$

(1,752

)

 

$

128,248

 

2029 Notes

 

 

218,500

 

 

 

(6,386

)

 

 

212,114

 

 

 

218,500

 

 

 

(7,223

)

 

 

211,277

 

2031 Notes

 

 

170,500

 

 

 

(5,159

)

 

 

165,341

 

 

 

—

 

 

 

—

 

 

 

—

 

CIBC loan, due 2026

 

 

435

 

 

 

(3

)

 

 

432

 

 

 

1,129

 

 

 

(3

)

 

 

1,126

 

Total term loans

 

 

415,435

 

 

 

(11,788

)

 

 

403,647

 

 

 

349,629

 

 

 

(8,978

)

 

 

340,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving line of credit and other

 

 

12,456

 

 

 

(38

)

 

 

12,418

 

 

 

12,762

 

 

 

(12

)

 

 

12,750

 

Total debt

 

$

427,891

 

 

$

(11,826

)

 

$

416,065

 

 

$

362,391

 

 

$

(8,990

)

 

$

353,401

 

 

The outstanding debt as of June 30, 2026 and December 31, 2025 is classified in the condensed consolidated balance sheets as follows:

 

 

June 30,
2026

 

 

December 31,
2025

 

Current liabilities - Current debt obligations

 

$

12,324

 

 

$

13,567

 

Noncurrent liabilities - Long-term debt, net of current maturities

 

 

403,741

 

 

 

339,834

 

Total debt

 

$

416,065

 

 

$

353,401

 

Schedule of Components of Interest Expense

The table below sets forth the components of interest expense for the three and six months ended June 30, 2026 and 2025:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Interest expense on the 2027 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Stated interest at 4.50% per annum

 

$

293

 

 

$

1,795

 

 

$

1,412

 

 

$

3,570

 

Amortization of discount and issuance cost

 

 

40

 

 

 

267

 

 

 

227

 

 

 

528

 

Total interest expense related to the 2027 Notes

 

 

333

 

 

 

2,062

 

 

 

1,639

 

 

 

4,098

 

Interest expense on the 2029 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Stated interest at 3.50% per annum

 

 

1,906

 

 

 

1,906

 

 

 

3,792

 

 

 

3,792

 

Amortization of discount and issuance cost

 

 

423

 

 

 

405

 

 

 

837

 

 

 

801

 

Total interest expense related to the 2029 Notes

 

 

2,329

 

 

 

2,311

 

 

 

4,629

 

 

 

4,593

 

Interest expense on the 2031 Notes

 

 

 

 

 

 

 

 

 

 

 

 

Stated interest at 4.00% per annum

 

 

1,705

 

 

 

—

 

 

 

2,182

 

 

 

—

 

Amortization of discount and issuance cost

 

 

237

 

 

 

—

 

 

 

293

 

 

 

—

 

Total interest expense related to the 2031 Notes

 

 

1,942

 

 

 

—

 

 

 

2,475

 

 

 

—

 

Interest expense on other debt obligations:

 

 

 

 

 

 

 

 

 

 

 

 

Contractual interest

 

 

72

 

 

 

142

 

 

 

263

 

 

 

327

 

Amortization of discount and issuance cost

 

 

12

 

 

 

12

 

 

 

25

 

 

 

25

 

Total interest expense related to other debt obligations

 

 

84

 

 

 

154

 

 

 

288

 

 

 

352

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

$

4,688

 

 

$

4,527

 

 

$

9,031

 

 

$

9,043

 

Schedule of Maturities of Long-term Debt

The future maturities of the debt obligations are as follows:

 

2026 (remaining 6 months)

 

$

2,891

 

2027

 

 

36,000

 

2028

 

 

—

 

2029

 

 

218,500

 

2030

 

 

—

 

2031

 

 

170,500

 

Total

 

$

427,891

 

v3.26.1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Hierarchy for Financial Assets and Liabilities

The following table presents the Company’s fair value hierarchy for financial assets and liabilities:

 

 

Fair Value Measurements as of June 30, 2026

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

emotion3D GmbH Contingent Consideration - Second Tranche

 

$

—

 

 

$

—

 

 

$

4,441

 

 

$

4,441

 

emotion3D GmbH Contingent Consideration -Third Tranche

 

$

—

 

 

$

—

 

 

$

925

 

 

$

925

 

emotion3D Indemnity Holdback

 

$

2,000

 

 

$

—

 

 

$

—

 

 

$

2,000

 

 

 

Fair Value Measurements as of December 31, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

emotion3D GmbH Contingent Consideration - First Tranche

 

$

—

 

 

$

—

 

 

$

611

 

 

$

611

 

emotion3D GmbH Contingent Consideration - Second Tranche

 

$

—

 

 

$

—

 

 

$

4,179

 

 

$

4,179

 

emotion3D GmbH Contingent Consideration -Third Tranche

 

$

—

 

 

$

—

 

 

$

696

 

 

$

696

 

emotion3D Subsidies Holdback

 

$

720

 

 

$

—

 

 

$

—

 

 

$

720

 

emotion3D Indemnity Holdback

 

$

2,000

 

 

$

—

 

 

$

—

 

 

$

2,000

 

Schedule of Unobservable Input Reconciliation

The following table presents the significant unobservable inputs assumed for each of the fair value measurements:

 

 

June 30,
2026

 

 

December 31,
2025

 

 

Input

 

 

Input

 

Liabilities:

 

 

 

 

 

 

emotion3D GmbH Contingent Consideration - Second Tranche

 

 

 

 

 

 

Market yield rate

 

 

10.53

%

 

 

10.53

%

Scenario probability

 

 

80.00

%

 

 

80.00

%

emotion3D GmbH Contingent Consideration - Third Tranche

 

 

 

 

 

 

Market yield rate

 

 

10.53

%

 

 

10.53

%

Scenario probability

 

 

80.00

%

 

 

64.00

%

v3.26.1
Revenue (Tables)
6 Months Ended
Jun. 30, 2026
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue

The following tables present revenue disaggregated by geography of the shipping location for the three and six months ended June 30, 2026 and 2025:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

United States

 

$

4,800

 

 

$

7,676

 

 

$

10,889

 

 

$

16,747

 

Greater China

 

 

37,265

 

 

 

22,983

 

 

 

69,504

 

 

 

41,747

 

Europe

 

 

11,544

 

 

 

2,762

 

 

 

21,824

 

 

 

7,971

 

South Korea

 

 

3,854

 

 

 

12,885

 

 

 

6,944

 

 

 

23,784

 

Rest of Asia Pacific

 

 

4,595

 

 

 

867

 

 

 

7,238

 

 

 

1,995

 

Rest of North America

 

 

1,909

 

 

 

4,074

 

 

 

2,995

 

 

 

12,366

 

South America

 

 

42

 

 

 

387

 

 

 

72

 

 

 

1,101

 

Total

 

$

64,009

 

 

$

51,634

 

 

$

119,466

 

 

$

105,711

 

Schedule of Contract Liabilities

The following table presents the assets and liabilities associated with the engineering services contracts recorded on the condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025:

 

 

Balance Sheet Classification

 

June 30,
2026

 

 

December 31,
2025

 

Unbilled revenue

 

Prepaid expenses and other current assets

 

$

6,189

 

 

$

4,814

 

Contract liabilities

 

Accrued expenses and other current liabilities

 

$

4,011

 

 

$

4,601

 

v3.26.1
Share-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Schedule of Components of Share-Based Compensation Expense

The following table sets forth the share-based compensation for the periods presented:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost of goods sold

 

$

404

 

 

$

124

 

 

$

843

 

 

$

495

 

Research and development

 

 

10,501

 

 

 

9,183

 

 

 

22,375

 

 

 

20,314

 

Selling, general, and administrative

 

 

6,430

 

 

 

5,232

 

 

 

13,851

 

 

 

10,962

 

Restructuring costs

 

 

—

 

 

 

455

 

 

 

—

 

 

 

455

 

Total

 

$

17,335

 

 

$

14,994

 

 

$

37,069

 

 

$

32,226

 

v3.26.1
Net Loss per Common Share (Tables)
6 Months Ended
Jun. 30, 2026
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Net Income (Loss) Per Common Unit

Basic and diluted net loss per common share was calculated as follows:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(38,954

)

 

$

(41,618

)

 

$

(86,076

)

 

$

(78,789

)

Less: Net loss attributable to noncontrolling interest

 

 

(1,879

)

 

 

(2,580

)

 

 

(5,809

)

 

 

(5,205

)

Net loss attributable to common stockholders — basic

 

$

(37,075

)

 

$

(39,038

)

 

$

(80,267

)

 

$

(73,584

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common shares — dilutive

 

$

(37,075

)

 

$

(39,038

)

 

$

(80,267

)

 

$

(73,584

)

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding — basic

 

 

212,010,301

 

 

 

195,370,583

 

 

 

209,532,199

 

 

 

193,234,270

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding—diluted

 

 

212,010,301

 

 

 

195,370,583

 

 

 

209,532,199

 

 

 

193,234,270

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common shares— basic

 

$

(0.17

)

 

$

(0.20

)

 

$

(0.38

)

 

$

(0.38

)

Net loss per share attributable to common shares— diluted

 

$

(0.17

)

 

$

(0.20

)

 

$

(0.38

)

 

$

(0.38

)

Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit The Company excluded the following potential shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to stockholders for the periods indicated as their inclusion would have had an anti-dilutive effect:

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Unvested Restricted stock units

 

 

14,336,831

 

 

 

13,278,598

 

 

 

14,336,831

 

 

 

13,278,598

 

Convertible Class V common shares

 

 

13,915,151

 

 

 

17,621,247

 

 

 

13,915,151

 

 

 

17,621,247

 

Unexercised options

 

 

—

 

 

 

61,461

 

 

 

—

 

 

 

61,461

 

Earn-out Shares

 

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000,000

 

 

 

5,000,000

 

Escrow Shares

 

 

1,725,000

 

 

 

1,725,000

 

 

 

1,725,000

 

 

 

1,725,000

 

2027 Convertible notes into Class A common shares

 

 

3,005,259

 

 

 

15,026,297

 

 

 

3,005,259

 

 

 

15,026,297

 

2029 Convertible notes into Class A common shares

 

 

42,524,208

 

 

 

42,524,208

 

 

 

42,524,208

 

 

 

42,524,208

 

2031 Convertible notes into Class A common shares

 

 

44,045,470

 

 

 

—

 

 

 

44,045,470

 

 

 

—

 

 

 

124,551,919

 

 

 

95,236,811

 

 

 

124,551,919

 

 

 

95,236,811

 

v3.26.1
Supplemental Financial Information (Tables)
6 Months Ended
Jun. 30, 2026
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consist of the following:

 

 

June 30,
2026

 

 

December 31,
2025

 

Deferred revenue

 

$

4,011

 

 

$

4,601

 

Accrued taxes

 

 

1,521

 

 

 

4,858

 

Accrued interest

 

 

2,930

 

 

 

1,396

 

Operating lease liabilities, current

 

 

3,433

 

 

 

3,227

 

Holdbacks and deferred payments for business combinations

 

 

1,000

 

 

 

1,720

 

Accrued royalties

 

 

282

 

 

 

169

 

Other (1)

 

 

9,675

 

 

 

8,801

 

Accrued expenses and other current liabilities

 

$

22,852

 

 

$

24,772

 

 

(1)
Amount represents accruals for various operating expenses such as professional fees, open purchase orders, and other estimates that are expected to be paid within the next 12 months.
v3.26.1
Nature of the Business and Basis of Presentation - Additional Information (Details)
$ / shares in Units, € in Thousands
3 Months Ended 6 Months Ended 46 Months Ended
May 08, 2026
USD ($)
May 08, 2026
EUR (€)
Sep. 26, 2025
USD ($)
Aug. 26, 2022
USD ($)
$ / shares
Jun. 30, 2026
USD ($)
$ / shares
Jun. 30, 2025
USD ($)
Jun. 30, 2026
USD ($)
$ / shares
Jun. 30, 2025
USD ($)
Jun. 30, 2026
USD ($)
$ / shares
shares
Dec. 31, 2025
$ / shares
Class A                    
Business Combination [Line Items]                    
Common stock, par value (in dollars per share) | $ / shares       $ 0.0001 $ 0.0001   $ 0.0001   $ 0.0001 $ 0.0001
Class A | At-The-Market Offering                    
Business Combination [Line Items]                    
Sale of stock, aggregate sales price       $ 150,000,000            
Total proceeds                 $ 90,187,000  
Number of shares issued in transaction (in shares) | shares                 11,138,984  
Price per share of stock sold (in dollars per share) | $ / shares                 $ 8.1  
Sale of stock, shares reserved for future issuance                 $ 59,813,000  
Issuance costs         $ 0 $ 0 $ 0 $ 0 $ 1,942,000  
CMOS Imaging Sensor Business                    
Business Combination [Line Items]                    
Date of acquisition agreement May 08, 2026 May 08, 2026                
Aggregate consideration for acquisition $ 47,081,000 € 40,000                
Purchase price payable fully in cash | €   35,000                
Purchase price in debt assumed | €   € 5,000                
Interest rate 2.50% 2.50%                
Debt payable term 24 months 24 months                
EMotion3D                    
Business Combination [Line Items]                    
Cash acquired     $ 17,673,000              
Asset acquisition, contingent consideration, liability     $ 7,287,000              
Contingent consideration period     24 months              
EMotion3D | Adjustment Holdback                    
Business Combination [Line Items]                    
Asset acquisition, contingent consideration, liability     $ 2,970,000              
Ay Dee Kay, LLC                    
Business Combination [Line Items]                    
Ownership percentage by parent         94.00%   94.00%   94.00% 92.00%
Ownership interest by noncontrolling owners         26.00%   26.00%   26.00%  
Ay Dee Kay, LLC | Wuxi indie Microelectronics Ltd.                    
Business Combination [Line Items]                    
Ownership percentage by parent         59.00%   59.00%   59.00%  
Ownership interest by noncontrolling owners         34.38%   34.38%   34.38% 34.38%
v3.26.1
Business Combinations - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Estimated fair value of net assets and liabilities assumed:    
Goodwill $ 286,842 $ 292,644
v3.26.1
2025 Restructuring Costs - Schedule of provisions, respective payments, and remaining accrued balance (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Restructuring Cost and Reserve [Line Items]        
Provision for net charges incurred $ 0 $ 7,107 $ 0 $ 7,107
v3.26.1
2025 Restructuring Costs - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Restructuring Charges [Abstract]        
Restructuring Charges $ 0 $ 7,107 $ 0 $ 7,107
v3.26.1
Inventory - Schedule of Components of Inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Inventory Disclosure [Abstract]    
Raw materials $ 9,325 $ 9,161
Work-in-process 41,762 31,222
Finished goods 16,539 8,235
Inventory $ 67,626 $ 48,618
v3.26.1
Inventory - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Inventory Disclosure [Abstract]        
Inventory write-down $ 569 $ 429 $ 583 $ 471
v3.26.1
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 79,318 $ 73,716
Less: Accumulated depreciation 34,950 30,367
Property and equipment, net $ 44,368 43,349
Production tooling    
Property, Plant and Equipment [Line Items]    
Useful life (in years) 4 years  
Property and equipment, gross $ 27,808 26,194
Lab equipment    
Property, Plant and Equipment [Line Items]    
Useful life (in years) 4 years  
Property and equipment, gross $ 18,271 17,446
Office equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 13,279 12,758
Office equipment | Minimum    
Property, Plant and Equipment [Line Items]    
Useful life (in years) 3 years  
Office equipment | Maximum    
Property, Plant and Equipment [Line Items]    
Useful life (in years) 7 years  
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross [1] $ 2,421 2,308
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 17,539 $ 15,010
[1] Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.
v3.26.1
Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Property, Plant and Equipment [Abstract]        
Depreciation Expense on Reclassified Assets $ 2,464 $ 2,340 $ 4,789 $ 4,309
v3.26.1
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Finite-Lived Intangible Assets [Line Items]    
Gross, effect of exchange rate on carrying value, finite-lived $ 545 $ 3,898
Accumulated amortization, effect of exchange rate on carrying value, finite-lived 0 0
Net carrying amount, effect of exchange rate on carrying value, finite-lived 545 3,898
Gross Carrying Amount 263,998 240,331
Accumulated Amortization (110,578) (94,983)
Net Carrying Amount 153,420 145,348
Effect of exchange rate on gross carrying amount (130) 259
Total intangible assets with indefinite lives 23,131 50,560
Total intangible assets 287,129 290,891
Total intangible assets 176,551 195,908
IPR&D    
Finite-Lived Intangible Assets [Line Items]    
IPR&D $ 23,261 $ 50,301
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life 5 years 3 months 18 days 5 years 4 months 24 days
Gross Carrying Amount $ 164,411 $ 137,371
Accumulated Amortization (61,468) (52,477)
Net Carrying Amount $ 102,943 $ 84,894
Software licenses    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life 1 year 2 months 12 days 1 year 7 months 6 days
Gross Carrying Amount $ 20,390 $ 20,392
Accumulated Amortization (14,905) (12,289)
Net Carrying Amount $ 5,485 $ 8,103
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life 6 years 2 months 12 days 6 years 9 months 18 days
Gross Carrying Amount $ 47,113 $ 47,113
Accumulated Amortization (16,591) (14,372)
Net Carrying Amount $ 30,522 $ 32,741
Intellectual property licenses    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life 3 months 18 days 3 months 18 days
Gross Carrying Amount $ 1,944 $ 1,962
Accumulated Amortization (1,736) (1,736)
Net Carrying Amount $ 208 $ 226
Trade names    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life 3 years 6 months 4 years 1 month 6 days
Gross Carrying Amount $ 26,899 $ 26,899
Accumulated Amortization (13,295) (11,627)
Net Carrying Amount $ 13,604 $ 15,272
Backlog    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life 1 year 2 months 12 days 1 year 3 months 18 days
Gross Carrying Amount $ 2,696 $ 2,696
Accumulated Amortization (2,583) (2,482)
Net Carrying Amount $ 113 $ 214
v3.26.1
Intangible Assets, Net - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Finite-Lived Intangible Assets [Line Items]        
Impairment charges   $ 3,260,000   $ 3,260,000
Impairment of intangible assets $ 0   $ 0  
Amortization of intangible assets $ 8,718,000 $ 8,089,000 $ 17,612,000 $ 15,864,000
v3.26.1
Intangible Assets, Net - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]    
2026 (remaining 6 months) $ 17,482  
2027 29,534  
2028 26,133  
2029 24,493  
2030 23,297  
Thereafter 32,481  
Net Carrying Amount $ 153,420 $ 145,348
v3.26.1
Goodwill - Schedule of Goodwill (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2026
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Balance as of the beginning of the period $ 292,644
Effect of exchange rate on goodwill (5,802)
Balance as of the end of the period $ 286,842
v3.26.1
Goodwill - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2026
Goodwill [Line Items]    
Change in goodwill   $ (5,802,000)
Effect of exchange rate on goodwill   (5,802,000)
Impairment of goodwill $ 0 $ 0
v3.26.1
Debt - Schedule of Components of Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Mar. 06, 2026
Dec. 31, 2025
Dec. 06, 2024
Nov. 21, 2022
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding $ 427,891   $ 362,391    
Unamortized discount and issuance cost (11,826)   (8,990)    
Carrying amount 416,065   353,401    
Senior Notes | 2027 Notes          
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding 26,000   130,000    
Unamortized discount and issuance cost (240)   (1,752)   $ (5,374)
Carrying amount 25,760   128,248    
Senior Notes | 2029 Notes          
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding 218,500   218,500    
Unamortized discount and issuance cost (6,386)   (7,223) $ (8,967)  
Carrying amount 212,114   211,277    
Senior Notes | 2031 Notes          
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding 170,500        
Unamortized discount and issuance cost (5,159) $ (5,452)      
Carrying amount 165,341        
Line of credit | Revolving line of credit and other          
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding 12,456   12,762    
Unamortized discount and issuance cost (38)   (12)    
Carrying amount 12,418   12,750    
Line of credit | CIBC loan, due 2026          
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding 435   1,129    
Unamortized discount and issuance cost (3)   (3)    
Carrying amount 432   1,126    
Secured debt          
Schedule Of Long Term And Short Term Debt Instruments [Line Items]          
Principal outstanding 415,435   349,629    
Unamortized discount and issuance cost (11,788)   (8,978)    
Carrying amount $ 403,647   $ 340,651    
v3.26.1
Debt - Schedule of Balance Sheet Components (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Debt Disclosure [Abstract]    
Current liabilities - Current debt obligations $ 12,324 $ 13,567
Noncurrent liabilities - Long-term debt net of current maturities 403,741 339,834
Total debt $ 416,065 $ 353,401
v3.26.1
Debt - Additional Information (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Mar. 06, 2026
USD ($)
TradingDay
$ / shares
shares
Dec. 06, 2024
USD ($)
Dec. 03, 2024
USD ($)
TradingDay
$ / shares
shares
Mar. 29, 2024
USD ($)
Nov. 21, 2022
USD ($)
TradingDay
$ / shares
shares
Nov. 16, 2022
USD ($)
Oct. 12, 2021
CAD ($)
Mar. 31, 2026
USD ($)
Jun. 30, 2025
USD ($)
Jun. 30, 2026
USD ($)
Mar. 31, 2026
USD ($)
Jun. 30, 2025
USD ($)
Jun. 30, 2026
USD ($)
shares
Jun. 30, 2025
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2022
USD ($)
$ / shares
shares
Jun. 30, 2026
CAD ($)
Mar. 26, 2026
Mar. 18, 2026
USD ($)
Mar. 17, 2026
USD ($)
Dec. 31, 2025
CAD ($)
Dec. 05, 2024
USD ($)
Nov. 17, 2022
USD ($)
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Unamortized discount and issuance cost                   $ 11,826,000     $ 11,826,000   $ 8,990,000                  
Noncurrent liabilities - Long-term debt, net of current maturities                   416,065,000     416,065,000   353,401,000                  
Amortization of discount and issuance cost                         1,382,000 $ 1,354,000                    
Gain (loss) from extinguishment of debt                   0   $ 2,623,000 (3,656,000) 2,623,000                    
Outstanding amount                   427,891,000     427,891,000   362,391,000                  
Revolving credit facility | Wells Fargo                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Line of credit facility, maximum borrowing capacity       $ 10,000,000                                        
Restricted cash                   10,027,000     10,027,000                      
Amortization of debt issuance costs       $ 50,000                                        
Outstanding amount                   10,000,000     10,000,000                      
Interest expense                   $ 63,000   $ 111,000 $ 239,000 $ 277,000                    
Weighted average interest rate                   2.50%   4.50% 4.80% 5.60%                    
Revolving credit facility | Wells Fargo | SOFR                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Basis spread on variable rate (in percent)       1.75%                                        
Class A                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Share price (in dollars per share) | $ / shares $ 3.16   $ 4.03                                          
Redemption of shares (in shares) | shares                         0       1,112,524              
Treasury stock acquired, average cost per share (in dollars per share) | $ / shares                                 $ 6.65              
Share repurchase                                 $ 7,404,000              
Line of credit | Revolving credit facility                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Unamortized discount and issuance cost                   $ 38,000     $ 38,000   12,000                  
Noncurrent liabilities - Long-term debt, net of current maturities                   12,418,000     12,418,000   12,750,000                  
Outstanding amount                   $ 12,456,000     $ 12,456,000   12,762,000                  
2031 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate                   4.00%     4.00%         4.00%            
Principal amount $ 1,000,000                                     $ 170,500,000        
Debt instrument, convertible, premium on initial conversion price 22.50%                                              
Initial conversion rate | shares 258.3312                                              
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares $ 3.87                                              
Unamortized discount and issuance cost $ 5,452,000                 $ 5,159,000     $ 5,159,000                      
Noncurrent liabilities - Long-term debt, net of current maturities                   165,341,000     165,341,000                      
Amortization of discount and issuance cost                   237,000   $ 0 293,000 $ 0                    
Outstanding amount                   170,500,000     170,500,000                      
2031 Notes | Senior Notes | Debt Instrument, Redemption, Period One                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount $ 1,000,000                                              
Debt instrument, convertible, threshold consecutive trading days | TradingDay 30                                              
Debt instrument, convertible, threshold percentage of stock price trigger 130.00%                                              
Business days 5 days                                              
Measurement period 10 days                                              
Debt instrument, convertible, redemption price percentage (in percent) 98.00%                                              
2031 Notes | Senior Notes | Debt Instrument, Redemption, Period Two                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount $ 1,000,000                                              
Debt instrument, convertible, threshold consecutive trading days | TradingDay 30                                              
Debt instrument, convertible, threshold percentage of stock price trigger 130.00%                                              
Debt instrument, convertible, redemption price percentage (in percent) 100.00%                                              
Debt Instrument, required outstanding amount not subject to redemption $ 50,000,000                                              
2031 Notes | Senior Notes | Minimum | Debt Instrument, Redemption, Period One                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Threshold trading days | TradingDay 20                                              
2031 Notes | Senior Notes | Minimum | Debt Instrument, Redemption, Period Two                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Threshold trading days | TradingDay 20                                              
2031 Notes | Senior Notes | Maximum                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Initial conversion rate | shares 316.4556                                              
Convertible Senior Notes Due 2031                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Long-term debt, fair value                   $ 241,258,000     $ 241,258,000                      
Redemption price, percentage                         141.50%                      
2029 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate 3.50%                 3.50%     3.50%         3.50%            
Principal amount     $ 1,000,000                                       $ 218,500,000  
Debt instrument, convertible, premium on initial conversion price     27.50%                                          
Initial conversion rate | shares     194.6188                                          
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares     $ 5.14                                          
Unamortized discount and issuance cost   $ 8,967,000               $ 6,386,000     $ 6,386,000   7,223,000                  
Noncurrent liabilities - Long-term debt, net of current maturities                   212,114,000     212,114,000   211,277,000                  
Long-term debt, fair value                   255,645,000     $ 255,645,000   $ 227,087,000                  
Redemption price, percentage                         117.00%   104.00%                  
Amortization of discount and issuance cost                   423,000   405,000 $ 837,000 801,000                    
Outstanding amount                   $ 218,500,000     $ 218,500,000   $ 218,500,000                  
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period One                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount     $ 1,000,000                                          
Debt instrument, convertible, threshold consecutive trading days | TradingDay     30                                          
Debt instrument, convertible, threshold percentage of stock price trigger     130.00%                                          
Business days     5 days                                          
Measurement period     10 days                                          
Debt instrument, convertible, redemption price percentage (in percent)     98.00%                                          
2029 Notes | Senior Notes | Debt Instrument, Redemption, Period Two                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Debt instrument, convertible, threshold consecutive trading days | TradingDay     30                                          
Debt instrument, convertible, threshold percentage of stock price trigger     130.00%                                          
Debt instrument, convertible, redemption price percentage (in percent)     100.00%                                          
Debt Instrument, required outstanding amount not subject to redemption     $ 50,000,000                                          
2029 Notes | Senior Notes | Minimum | Debt Instrument, Redemption, Period One                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Threshold trading days | TradingDay     20                                          
2029 Notes | Senior Notes | Minimum | Debt Instrument, Redemption, Period Two                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Threshold trading days | TradingDay     20                                          
2029 Notes | Senior Notes | Maximum                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Initial conversion rate | shares     248.1399                                          
2029 Notes Capped Call Transactions | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Capped call transactions, cap price per share (in dollars per share) | $ / shares     $ 8.06                                          
Debt instrument, convertible, premium on initial conversion price     100.00%                                          
2029 Notes Capped Call Transactions | Senior Notes | Call Option                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Payments for derivative instrument, financing activities                               $ 23,380,000                
2027 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate 4.50%                 4.50%     4.50%         4.50%            
Principal amount         $ 1,000,000                                     $ 160,000,000
Debt instrument, convertible, premium on initial conversion price         30.00%                                      
Initial conversion rate | shares         115.5869                                      
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares         $ 8.65                                      
Share price (in dollars per share) | $ / shares         $ 6.655                                      
Unamortized discount and issuance cost         $ 5,374,000         $ 240,000     $ 240,000   1,752,000                  
Noncurrent liabilities - Long-term debt, net of current maturities                   25,760,000     25,760,000   128,248,000                  
Amortization of discount and issuance cost                   40,000   267,000 227,000 528,000                    
Outstanding amount                   26,000,000     26,000,000   130,000,000                  
2027 Notes | Senior Notes | Debt Instrument, Redemption, Period One                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount         $ 1,000,000         $ 1,000,000     $ 1,000,000                      
Debt instrument, convertible, threshold consecutive trading days | TradingDay         30                                      
Debt instrument, convertible, threshold percentage of stock price trigger         130.00%                                      
Business days         5 days                                      
Measurement period         5 days                                      
Debt instrument, convertible, redemption price percentage (in percent)         98.00%                                      
2027 Notes | Senior Notes | Debt Instrument, Redemption, Period Two                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount         $ 1,000,000                                      
Debt instrument, convertible, threshold consecutive trading days | TradingDay         30                                      
Debt instrument, convertible, threshold percentage of stock price trigger         130.00%                                      
Debt instrument, convertible, redemption price percentage (in percent)         100.00%                                      
2027 Notes | Senior Notes | Minimum | Debt Instrument, Redemption, Period One                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Threshold trading days | TradingDay         20                                      
2027 Notes | Senior Notes | Minimum | Debt Instrument, Redemption, Period Two                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Threshold trading days | TradingDay         20                                      
2027 Notes | Senior Notes | Maximum                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Initial conversion rate | shares         150.2629                                      
2027 Notes | Repurchase agreement | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate           4.50%                                    
Repurchase of senior notes $ 107,814,000                                              
Unamortized discount and issuance cost               $ 1,284,000     $ 1,284,000       515,000                  
Noncurrent liabilities - Long-term debt, net of current maturities               26,000,000     26,000,000       130,000,000                  
Aggregate principal amount           $ 104,000,000   104,000 $ 30,000,000   104,000 30,000,000   30,000,000                    
Extinguishment of debt                     $ 106,371                          
Repurchased price                 26,844,000     $ 26,844,000   $ 26,844,000                    
Ttransaction related to professional fees                 158,000                              
Gain (loss) from extinguishment of debt               (3,656,000) $ 2,623,000                              
Accrued interest paid           $ 1,443,000   $ 1,443,000             $ 143,000                  
Convertible Senior Notes Due 2027                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate                   111.64%     111.64%   96.00%     111.64%       96.00%    
Principal amount                   $ 29,026,000     $ 29,026,000   $ 124,982,000                  
CIBC loan, due 2026 | Line of credit                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Unamortized discount and issuance cost                   3,000     3,000   3,000                  
Noncurrent liabilities - Long-term debt, net of current maturities                   432,000     432,000   1,126,000                  
Line of credit facility, maximum borrowing capacity             $ 9,440                                  
Outstanding amount                   435,000     435,000   1,129,000                  
Indie Canada Line Of Credit | Line of credit                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Line of credit facility, maximum borrowing capacity                                   $ 6,000       $ 6,000    
Outstanding amount                   435,000     $ 435,000   $ 1,129,000     619       1,548    
Monthly interest payment             $ 155                                  
Indie Canada Line Of Credit | Line of credit | Prime Rate                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Basis spread on variable rate (in percent)             0.25%           0.25%   0.25%                  
Tera Xion Line Of Credit Used As Securitization | Revolving credit facility                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Line of credit facility, maximum borrowing capacity                                   6,000            
Tera Xion Line Of Credit Used As Securitization | Line of credit | Revolving credit facility                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Outstanding amount                   $ 1,926,000     $ 1,926,000   $ 2,453,000     $ 2,742       $ 3,363    
Initial Purchasers | 2031 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate 4.00%                                   4.00%   4.00%      
Principal amount $ 150,000,000                                       $ 20,500,000      
Exercisable period 13 days                                              
Net proceeds from offering $ 165,048,000                                              
Initial Purchasers | 2029 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate   3.50%                                            
Principal amount   $ 190,000,000                                            
Exercisable period   13 days                                            
Initial Purchasers | 2027 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate           4.50%                                    
Principal amount           $ 140,000,000                                    
Exercisable period           30 days                                    
Additional Notes | 2031 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount $ 25,000,000                                              
Additional Notes | 2029 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Principal amount   $ 28,500,000                                            
Additional Notes | 2027 Notes | Senior Notes                                                
Schedule of Long Term and Short Term Debt Instruments [Line Items]                                                
Interest rate           4.50%                                    
Principal amount           $ 20,000,000                                    
v3.26.1
Debt - Schedule of Components of Interest Expense on Debt (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Schedule of Long Term and Short Term Debt Instruments [Line Items]        
Amortization of discount and issuance cost     $ 1,382 $ 1,354
Total interest expense $ 4,688 $ 4,527 9,031 9,043
Other Debt        
Schedule of Long Term and Short Term Debt Instruments [Line Items]        
Contractual interest 72 142 263 327
Amortization of discount and issuance cost 12 12 25 25
Total interest expense 84 154 288 352
2027 Notes | Senior Notes        
Schedule of Long Term and Short Term Debt Instruments [Line Items]        
Contractual interest 293 1,795 1,412 3,570
Amortization of discount and issuance cost 40 267 227 528
Total interest expense 333 2,062 1,639 4,098
2029 Notes | Senior Notes        
Schedule of Long Term and Short Term Debt Instruments [Line Items]        
Contractual interest 1,906 1,906 3,792 3,792
Amortization of discount and issuance cost 423 405 837 801
Total interest expense 2,329 2,311 4,629 4,593
2031 Notes | Senior Notes        
Schedule of Long Term and Short Term Debt Instruments [Line Items]        
Contractual interest 1,705 0 2,182 0
Amortization of discount and issuance cost 237 0 293 0
Total interest expense $ 1,942 $ 0 $ 2,475 $ 0
v3.26.1
Debt - Schedule of Components of Interest Expense on Debt (Parenthetical) (Details) - Senior Notes
Jun. 30, 2026
Mar. 06, 2026
2027 Notes    
Schedule Of Long Term And Short Term Debt Instruments [Line Items]    
Interest rate 4.50% 4.50%
2029 Notes    
Schedule Of Long Term And Short Term Debt Instruments [Line Items]    
Interest rate 3.50% 3.50%
2031 Notes    
Schedule Of Long Term And Short Term Debt Instruments [Line Items]    
Interest rate 4.00%  
v3.26.1
Debt - Schedule of Maturities of Long-term Debt (Details)
$ in Thousands
Jun. 30, 2026
USD ($)
Debt Disclosure [Abstract]  
2026 (remaining 6 months) $ 2,891
2027 36,000
2028 0
2029 218,500
2030 0
2031 170,500
Total $ 427,891
v3.26.1
Contingent and Earn-Out Liabilities - Additional Information (Details)
$ / shares in Units, € in Thousands
1 Months Ended
Sep. 26, 2025
USD ($)
Sep. 26, 2025
EUR (€)
Jan. 25, 2024
USD ($)
Jun. 10, 2021
d
$ / shares
shares
May 31, 2026
USD ($)
Apr. 30, 2025
USD ($)
Jun. 30, 2026
USD ($)
Dec. 31, 2025
USD ($)
Dec. 31, 2021
USD ($)
Earnout Shares                  
Reverse Capitalization [Line Items]                  
Earn-out liability (in shares) | shares       10,000,000          
Earnout period, threshold trading days (in trading days) | d       20          
Earnout period, threshold consecutive trading days (in trading days) | d       30          
Derivative liability                 $ 0
Milestone One, Earn Out                  
Reverse Capitalization [Line Items]                  
Earn-out liability (in shares) | shares       5,000,000          
Milestone One, Earn Out | Minimum                  
Reverse Capitalization [Line Items]                  
Earn-out liability, price trigger (in dollars per share) | $ / shares       $ 12.50          
Milestone One, Earn Out | Maximum                  
Reverse Capitalization [Line Items]                  
Earn-out liability, price trigger (in dollars per share) | $ / shares       $ 15.00          
Milestone Two, Earn Out                  
Reverse Capitalization [Line Items]                  
Earn-out liability (in shares) | shares       5,000,000          
Kinetic                  
Reverse Capitalization [Line Items]                  
Contingent consideration, current     $ 2,251,000            
Contingent consideration, noncurrent     2,348,000            
Purchase price - equity consideration           $ 2,500,000      
Asset acquisition, contingent consideration               $ 0  
Kinetic | Revenue Earnout                  
Reverse Capitalization [Line Items]                  
Revenue threshold     $ 12,000,000            
Achievement period     12 months            
Kinetic | Production Earnout                  
Reverse Capitalization [Line Items]                  
Production earnout, period     24 months            
EMotion3D                  
Reverse Capitalization [Line Items]                  
Contingent consideration, current $ 3,092,000                
Contingent consideration, noncurrent 4,195,000                
Asset acquisition, contingent consideration 7,287,000                
Revenue earnout 4,163,000                
EMotion3D | Contingent consideration, tranche one                  
Reverse Capitalization [Line Items]                  
Asset acquisition, contingent consideration, liability, settled in cash         $ 1,382,000        
EMotion3D | Contingent consideration, tranche one | Maximum                  
Reverse Capitalization [Line Items]                  
Milestone earnout | €   € 2,100              
EMotion3D | Contingent consideration, tranche one | Production Earnout                  
Reverse Capitalization [Line Items]                  
Revenue earnout 4,163,000 € 3,650              
EMotion3D | Contingent consideration, tranche one | Production Earnout | Maximum                  
Reverse Capitalization [Line Items]                  
Production earnout 4,000,000                
EMotion3D | Contingent consideration, tranche two                  
Reverse Capitalization [Line Items]                  
Asset acquisition, contingent consideration             $ 4,441,000    
EMotion3D | Contingent consideration, tranche two | Revenue Earnout                  
Reverse Capitalization [Line Items]                  
Milestone earnout 6,300,000                
EMotion3D | Contingent consideration, tranche two | Production Earnout | Maximum                  
Reverse Capitalization [Line Items]                  
Milestone earnout 6,000,000                
EMotion3D | Contingent consideration - tranche three                  
Reverse Capitalization [Line Items]                  
Asset acquisition, contingent consideration             $ 925,000 $ 696,000  
EMotion3D | Contingent consideration - tranche three | Revenue Earnout                  
Reverse Capitalization [Line Items]                  
Milestone earnout 8,400,000                
EMotion3D | Contingent consideration - tranche three | Production Earnout                  
Reverse Capitalization [Line Items]                  
Milestone earnout $ 1,250,000                
v3.26.1
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Jan. 05, 2026
Dec. 31, 2025
Sep. 26, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]     Other income (expense) Other income (expense)      
Derivative gains (loss) $ (99) $ 1,958 $ (736) $ 1,367      
Currency Forward Contract              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Derivative, notional amount $ 7,762 $ 21,602 $ 7,762 $ 21,602      
EMotion3D              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Asset acquisition, contingent consideration, liability             $ 7,287
EMotion3D | Subsidies Holdback              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Asset acquisition, contingent consideration, liability         $ 720 $ 720  
v3.26.1
Fair Value Measurements - Schedule of Fair Value Hierarchy for Financial Assets and Liabilities (Details) - USD ($)
Jun. 30, 2026
Jan. 05, 2026
Dec. 31, 2025
Sep. 26, 2025
EMotion3D        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability       $ 7,287,000
EMotion3D | Indemnity Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability $ 2,000,000   $ 2,000,000  
EMotion3D | Subsidies Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability   $ 720,000 720,000  
EMotion3D | Level 1 | Indemnity Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 2,000,000   2,000,000  
EMotion3D | Level 1 | Subsidies Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     720,000  
EMotion3D | Level 2 | Indemnity Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 0   0  
EMotion3D | Level 2 | Subsidies Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     0  
EMotion3D | Level 3 | Indemnity Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 0   0  
EMotion3D | Level 3 | Subsidies Holdback        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     0  
Kinetic        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     0  
Contingent Consideration - First Tranche | EMotion3D        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     611,000  
Contingent Consideration - First Tranche | EMotion3D | Level 1        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     0  
Contingent Consideration - First Tranche | EMotion3D | Level 2        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     0  
Contingent Consideration - First Tranche | EMotion3D | Level 3        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability     611,000  
Contingent Consideration - Second Tranche | EMotion3D        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 4,441,000   4,179,000  
Contingent Consideration - Second Tranche | EMotion3D | Level 1        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 0   0  
Contingent Consideration - Second Tranche | EMotion3D | Level 2        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 0   0  
Contingent Consideration - Second Tranche | EMotion3D | Level 3        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 4,441,000   4,179,000  
Contingent Consideration - Third Tranche | EMotion3D        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 925,000   696,000  
Contingent Consideration - Third Tranche | EMotion3D | Level 1        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 0   0  
Contingent Consideration - Third Tranche | EMotion3D | Level 2        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability 0   0  
Contingent Consideration - Third Tranche | EMotion3D | Level 3        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Asset acquisition, contingent consideration, liability $ 925,000   $ 696,000  
v3.26.1
Fair Value Measurements - Schedule of Unobservable Input Reconciliation (Details) - Discounted cash flow - EMotion3D
Jun. 30, 2026
Dec. 31, 2025
Market yield rate | Contingent consideration, tranche two    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration, measurement input 0.1053 0.1053
Market yield rate | Contingent Consideration Tranche Three    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration, measurement input 0.1053 0.1053
Scenario probability | Contingent consideration, tranche two    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration, measurement input 0.8000 0.8000
Scenario probability | Contingent Consideration Tranche Three    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Contingent consideration, measurement input 0.8000 0.6400
v3.26.1
Stockholders' Equity - Additional Information (Details) - Common Stock Class A - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2022
Nov. 16, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share repurchase (in shares) 0 1,112,524  
Treasury stock acquired, average cost per share (in dollars per share)   $ 6.65  
Share repurchase   $ 7,404,000  
Stock repurchase program, remaining authorized repurchase amount $ 42,596,000    
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock repurchase program, authorized amount     $ 50,000,000
Maximum | 2027 Notes | Senior Notes      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock repurchase program, authorized amount     $ 25,000,000
v3.26.1
Noncontrolling Interest - Additional Information (Details)
Jun. 10, 2021
$ / shares
shares
Jun. 30, 2026
shares
Dec. 31, 2025
shares
Convertible Class V common shares      
Noncontrolling Interest [Line Items]      
Common stock, exchange ratio 1    
Common stock, shares issued (in shares)   13,915,151 16,521,251
Common stock, shares outstanding (in shares)   13,915,151 16,521,251
Convertible Class V common shares | Common Units, Except Common Unit Class H      
Noncontrolling Interest [Line Items]      
Issuance per exchange in shares) 33,827,371    
Common stock, votes per share (in votes) | $ / shares $ 1    
Ay Dee Kay, LLC      
Noncontrolling Interest [Line Items]      
Ownership interest by noncontrolling owners   26.00%  
Ownership percentage by parent   94.00% 92.00%
Ay Dee Kay, LLC | Wuxi indie Microelectronics Ltd.      
Noncontrolling Interest [Line Items]      
Ownership interest by noncontrolling owners   34.38% 34.38%
Ownership percentage by parent   59.00%  
v3.26.1
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Disaggregation of Revenue [Line Items]        
Total $ 64,009 $ 51,634 $ 119,466 $ 105,711
United States        
Disaggregation of Revenue [Line Items]        
Total 4,800 7,676 10,889 16,747
Greater China        
Disaggregation of Revenue [Line Items]        
Total 37,265 22,983 69,504 41,747
Europe        
Disaggregation of Revenue [Line Items]        
Total 11,544 2,762 21,824 7,971
South Korea        
Disaggregation of Revenue [Line Items]        
Total 3,854 12,885 6,944 23,784
Rest of Asia Pacific        
Disaggregation of Revenue [Line Items]        
Total 4,595 867 7,238 1,995
Rest of North America        
Disaggregation of Revenue [Line Items]        
Total 1,909 4,074 2,995 12,366
South America        
Disaggregation of Revenue [Line Items]        
Total $ 42 $ 387 $ 72 $ 1,101
v3.26.1
Revenue - Schedule of Contract Balances (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Revenue from Contract with Customer [Abstract]    
Unbilled revenue $ 6,189 $ 4,814
Contract liabilities $ 4,011 $ 4,601
v3.26.1
Revenue - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Contract Revenue        
Disaggregation of Revenue [Line Items]        
Revenue recognized from previously recorded contract liabilities $ 591 $ 218 $ 2,350 $ 1,617
Customer One | Total Revenue | Customer Concentration Risk        
Disaggregation of Revenue [Line Items]        
Concentration risk 10.00%   12.00%  
v3.26.1
Revenue - Additional Information 1 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01
$ in Thousands
Jun. 30, 2026
USD ($)
Disaggregation of Revenue [Line Items]  
Remaining performance obligation $ 1,991
Remaining performance obligation (as a percent) 100.00%
Remaining performance obligation period 12 months
v3.26.1
Share-Based Compensation - Schedule of Components of Share-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense $ 17,335 $ 14,994 $ 37,069 $ 32,226
Cost of goods sold        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense 404 124 843 495
Research and development        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense 10,501 9,183 22,375 20,314
Selling, general, and administrative        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense 6,430 5,232 13,851 10,962
Restructuring costs        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense $ 0 $ 455 $ 0 $ 455
v3.26.1
Share-Based Compensation - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense $ 17,335,000 $ 14,994,000 $ 37,069,000 $ 32,226,000
2022 Omnibus Equity Incentive Plan        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock compensation expense $ 4,900,000 $ 7,634,000 $ 8,400,000 $ 7,634,000
v3.26.1
Net Loss per Common Share - Schedule of Basic and Diluted Net Income (Loss) Per Common Unit (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Mar. 31, 2026
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2026
Jun. 30, 2025
Numerator:            
Net loss $ (38,954) $ (47,122) $ (41,618) $ (37,171) $ (86,076) $ (78,789)
Less: Net loss attributable to noncontrolling interest (1,879)   (2,580)   (5,809) (5,205)
Net loss attributable to common stockholders - basic (37,075)   (39,038)   (80,267) (73,584)
Net loss attributable to common shares - dilutive $ (37,075)   $ (39,038)   $ (80,267) $ (73,584)
Denominator:            
Weighted average shares outstanding - basic (in shares) 212,010,301   195,370,583   209,532,199 193,234,270
Weighted average shares outstanding - diluted (in shares) 212,010,301   195,370,583   209,532,199 193,234,270
Net loss per share attributable to common shares - basic (in dollars per share) $ (0.17)   $ (0.2)   $ (0.38) $ (0.38)
Net loss per share attributable to common shares - diluted (in dollars per share) $ (0.17)   $ (0.2)   $ (0.38) $ (0.38)
v3.26.1
Net Loss per Common Share - Schedule of Antidilutive Units Excluded from Computation of Net Loss Per Unit (Details) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 124,551,919 95,236,811 124,551,919 95,236,811
Unvested Restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 14,336,831 13,278,598 14,336,831 13,278,598
Convertible Class V common shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 13,915,151 17,621,247 13,915,151 17,621,247
Unexercised options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 0 61,461 0 61,461
Earn-out Shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 5,000,000 5,000,000 5,000,000 5,000,000
Escrow Shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 1,725,000 1,725,000 1,725,000 1,725,000
2027 Convertible notes into Class A common shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 3,005,259 15,026,297 3,005,259 15,026,297
2029 Convertible notes into Class A common shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 42,524,208 42,524,208 42,524,208 42,524,208
2031 Convertible notes into Class A common shares        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially antidilutive securities excluded from the calculation of net loss per unit (in shares) 44,045,470 0 44,045,470 0
v3.26.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Income Tax Disclosure [Abstract]        
Calculated tax savings (as a percent)     85.00%  
Income tax benefit (provision) $ 448 $ (565) $ 767 $ (621)
v3.26.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]          
Royalty expense $ 753,000 $ 608,000 $ 1,390,000 $ 1,274,000  
Accrued royalties $ 282,000   282,000   $ 169,000
Distributed earnings     $ 0 $ 0  
v3.26.1
Supplemental Financial Information - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2026
Dec. 31, 2025
Payables and Accruals [Abstract]    
Deferred revenue $ 4,011 $ 4,601
Accrued taxes 1,521 4,858
Accrued interest 2,930 1,396
Operating lease liabilities, current 3,433 3,227
Holdbacks and deferred payments for business combinations 1,000 1,720
Accrued royalties 282 169
Other [1] 9,675 8,801
Accrued expenses and other current liabilities $ 22,852 $ 24,772
[1] Amount represents accruals for various operating expenses such as professional fees, open purchase orders, and other estimates that are expected to be paid within the next 12 months.
v3.26.1
Segment Reporting - Additional Information (Details)
6 Months Ended
Jun. 30, 2026
Segment
Segment Reporting [Abstract]  
Number of reportable segments 1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
Segment Reporting, Expense Information Used by CODM, Description The CODM utilizes financial information presented on a consolidated basis to assess performance and to make key operating decisions such as the determination of resource allocations. The CODM also utilizes the Company’s consolidated long-range plan, which includes product development roadmaps and long-range consolidated financial models, as a key input to resource allocation. The CODM also makes decisions on resource allocation, assesses performance of the business, and monitors budget versus actual results using consolidated operating income (loss) from operations. The CODM does not review any measures of financial results beyond what is presented in the accompanying statement of operations.
v3.26.1
Divestiture of Wuxi - Additional Information (Details) - Wuxi Agreement
3 Months Ended 6 Months Ended
Jun. 30, 2026
Jun. 30, 2025
Jun. 30, 2026
Jun. 30, 2025
Dec. 31, 2025
Oct. 27, 2025
CNY (¥)
Oct. 27, 2025
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Consideration received for disposal group           ¥ 960,834 $ 134,893
Contractual term           18 years 18 years
Contract duration           30 years 30 years
Percentage of revenue 44.00% 42.00% 41.00% 38.00%      
Percentage of revenue from major customer 13.00% 10.00% 13.00% 11.00%      
Percentage of total assets 12.00%   12.00%   12.00%    
Percentage of total liabilities 3.00%   3.00%   3.00%    
Wuxi indie Microelectronics Ltd.              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Ownership percentage           34.38% 34.38%