Quarterly report [Sections 13 or 15(d)]

Fair Value Measurements

v3.25.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring and nonrecurring basis according to the valuation techniques the Company uses to determine their fair value:

  September 30, 2025
  Level 1 Level 2 Level 3
(in thousands)
Recurring fair value measurements      
Assets:      
 Money market funds
 $ 12,603 $ — $ —
Liabilities:
Cargill Amended Warrants Liability $ — $ — $ 14,626
U.S. Bounti Warrant Liability $ — $ — $ 1,645
December 31, 2024
Level 1 Level 2 Level 3
(in thousands)
Recurring fair value measurements
Assets:
 Money market funds
 $ 7,448 $ — $ —
Liabilities:
Cargill Amended Warrants Liability $ — $ — $ 6,403

The fair value of the Company's money market funds is determined using quoted market prices in active markets for identical assets.

Cargill Financial Common Stock Purchase Warrant Amendment

In connection with the Eleventh Amendment, the Company entered into amendments for existing warrants held by Cargill Financial (the "Cargill Warrant Amendments") to amend (i) that certain Common Stock Purchase Warrant, dated March 28, 2023 (the "Cargill Base Warrant") and (ii) those certain Warrants to Purchase Common Stock, each issued November 21, 2021 (the "Cargill 2021 Warrants" and, together with the Base Warrant, the "Cargill Original Warrants"; the Cargill Original Warrants as amended, the "Cargill Amended Warrants") to (a) amend the exercise price for the Cargill Original Warrants from $6.50 to $4.00 per share of common stock, (b) extend the expiration date to eight years from the closing of the Eleventh Amendment, and (c) amend and restate the Cargill Base Warrant to be on the same form as the Cargill 2021 Warrants. The Cargill Original Warrants were issued by the Company to Cargill Financial to purchase up to an aggregate of 5,408,145 shares of common stock and the aggregate number of shares is the same for the Cargill Amended Warrants. The change in the per share exercise price did not affect the classification of the Cargill Original Warrants. Therefore, the change in fair value of the Cargill Original Warrants will continue to be remeasured each quarter until the instrument is settled or expires with changes in fair value recorded in "Change in fair value of warrant liability" in the Unaudited Condensed Consolidated Statements of Operations.

The fair value of the liability of the Cargill Amended Warrants is determined using a Black-Scholes model. The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis:

September 30,
2025
(in thousands)
Balance as of December 31, 2024 $ 6,403
Fair value measurement adjustments recognized through change in fair value of warrant liability 8,223
Balance as of September 30, 2025 $ 14,626

The key inputs into the Black-Scholes model used to determine the fair value of the liability of the Cargill Amended Warrants were as follows at their measurement dates:

September 30,
2025		 September 30,
2024
Input
Share price $ 2.99 $ 2.50
Risk-free interest rate 3.9% 3.6%
Volatility 122% 121%
Exercise price $ 4.00 $ 6.50
Warrant life (years) 7.5 3.5
Dividend yield —% —%
U.S. Bounti Warrant

The U.S. Bounti Warrant entitles the holder to purchase up to 550,000 shares of the Company’s common stock at an exercise price of $0.125 per share, subject to adjustment upon the occurrence of certain events such as stock dividends, stock splits, or other corporate actions. The U.S. Bounti Warrant is exercisable beginning on the date of issuance and will expire on August 1, 2035. The Company concluded that the U.S. Bounti Warrant should be classified as a derivative liability pursuant to ASC 815, as the instrument fails the indexation and equity classification guidance. As such, the U.S. Bounti Warrant will be initially measured at fair value. The change in fair value will be remeasured each quarter until the instrument is settled or expires with changes in fair value recorded in "Change in fair value of warrant liability" in the Unaudited Condensed Consolidated Statements of Operations.

The fair value of the liability of the U.S. Bounti Warrant is determined using a Black-Scholes model. The following table presents changes in the Level 3 fair value measurement for the warrant liability on a recurring basis:

September 30,
2025
(in thousands)
Balance as of August 1, 2025 (initial measurement) $ 1,502
Fair value measurement adjustments recognized through change in fair value of warrant liability 143
Balance as of September 30, 2025 $ 1,645

The key inputs into the Black-Scholes model used to determine the fair value of the liability of the U.S. Bounti Warrant were as follows at their measurement dates:

September 30,
2025		 August 1, 2025 (initial measurement)
Input
Share price $ 2.99 $ 2.73
Risk-free interest rate 4.2% 4.2%
Volatility 122% 123%
Exercise price $ 0.125 $ 0.125
Warrant life (years) 9.8 10.0
Dividend yield —% —%

As of September 30, 2025 and December 31, 2024, the carrying value of the Company's cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximated their respective fair values due to their short-term maturities. Therefore, no unrealized gains or losses were recorded during the periods presented. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.