For years ended December 31, 2025 and 2024, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net income (loss) before income tax, primarily as the result of state income taxes, stock-based compensation, deferred tax adjustments, foreign income taxes and changes in our valuation allowance.

As of December 31, 2025, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $58.8 million. The Company continues to assert that all its foreign earnings are to be permanent income reinvested and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. As such, the Company has not recognized a deferred tax liability related to unremitted foreign earnings.

Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which is uncertain. The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its U.S., Germany, Luxembourg, and Singapore deferred tax assets. There is no valuation allowance on Canada or the United Kingdom. The valuation allowance as of December 31, 2024 was $141.9 million, which decreased to $98.9 million as of December 31, 2025. The decrease in the

At December 31, 2025, the Company had $234.5 million of federal net operating losses available to reduce future taxable income, which will begin to expire in 2036. Approximately $186.3 million of federal net operating loss included above can be carried forward indefinitely. The Company also had federal research and development tax credit carryforwards of $5.0 million, which will begin to expire in 2032, and federal interest limitation carryforwards of $50.1 million which can be carried forward indefinitely.

At December 31, 2025, the Company had $255.7 million of post-apportioned state net operating losses, which can be carried forward for periods that vary from five years to indefinitely. The Company also had state interest limitation carryforwards of $14.6 million, which can be carried forward indefinitely.

The federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383, respectively, of the Internal Revenue Code of 1986, as amended, and similar provisions under state law. Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research and development tax credits, to offset its post-change income or tax liability may be limited. In general, an “ownership change” will occur if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. The Company has undertaken an analysis of whether the Merger constitutes an “ownership change” for purposes of Internal Revenue Code Section 382 and Section 383. The Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership.

As of December 31, 2025, the Company had $49.2 million of foreign net operating losses available to reduce future taxable income, which will begin to expire in 2039 and can vary from seven years to indefinitely based on each applicable foreign jurisdiction.

Unrecognized Tax Benefits

The Company does not have any significant uncertain tax positions.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, as a component of income tax expense in the consolidated statements of operations.

The Company is subject to taxation in the U.S., Canada, Germany, Luxembourg, Singapore, and the United Kingdom. The Company has not been audited by the Internal Revenue Service or any state or foreign tax authority. The Company is subject to audit by the Internal Revenue Service for income tax returns filed since inception due to net operating loss carryforwards. The Company is subject to audit in Singapore and the United Kingdom for tax years 2018 and 2019, respectively, and in Luxembourg beginning from tax year 2020.