COMMITMENTS AND CONTINGENCIES |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2024 | |||
Commitments and Contingencies Disclosure [Abstract] | |||
COMMITMENTS AND CONTINGENCIES |
Legal
proceedings:
On
March 28, 2024, a putative class action lawsuit was filed in the Delaware Court of Chancery against several former officers and directors
of Collective Growth (the “Defendants”) which relates to events preceding the Transactions.
Under the Transactions agreements, the Company may be required to honor all rights to indemnification or exculpation existing in favor
of the directors and officers of Collective Growth, as were in effect prior to the Closing Date, solely with respect to any matters occurring
on or prior to the Closing Date. The lawsuit generally alleges that the Defendants impaired
Collective Growth’s public stockholders’ ability to exercise their redemption on an informed basis in connection with the
Transactions, by failing to disclose material information in the proxy statement concerning the Defendants’ interests relating to
the Transactions and the net cash per share that Collective Growth could contribute to the Transactions. The lawsuit asserts claims for
breach of fiduciary duty and unjust enrichment.
On
June 21, 2024, the Defendants’ legal counsel filed a motion to dismiss. On August 9,
2024, an amended complaint was filed, and in response, on August 23, 2024, the Defendants’ legal counsel submitted an amended motion
to dismiss. Briefing on the amended motion to dismiss was completed on December 20, 2024. The court scheduled oral argument on the Defendants’
motion to dismiss for May 5, 2025. The Defendants intend to vigorously defend against the claim.
As
of the date hereof, the Company, with advice of its legal counsel, is unable to estimate the likelihood of an outcome, favorable or unfavorable
to the Company. Hence, an estimated liability has not been recorded in the consolidated financial statements.
Other
than noted above, the Company is currently not part, as plaintiff or defendant, to any legal proceedings that, individually or in the
aggregate, are expected by the Company to have a material effect on the Company's business, financial position, results of operations
or cash flows.
The
Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal
proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss.
These accruals are reviewed quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel
and other information and events pertaining to a matter. |