v3.25.1
Fair Value Measurements
 3 Months Ended 12 Months Ended
Mar. 31, 2025
Dec. 31, 2024
Fair Value Disclosures [Abstract]    
FAIR VALUE MEASUREMENTS
NOTE 8 — FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
At March 31, 2025 and December 31, 2024, the Company’s marketable securities held in the Trust Account were valued at $16,311,760 and $16,053,202, respectively. The marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to
re-measurement
at each balance sheet date. With each
re-
measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.
On February 4, 2025, the Company entered into a third amendment on it’s WC Promissory Note which resulted in the Company accounting for the 3
rd
A&R WC Promissory note as a debt extinguishment (see Note 5). As a
result, the Company measured the 3
rd
A&R WC Promissory Note at its reacquisition price, which is the fair value of the amended debt instrument on February 4, 2025, or $4,715,000. The 3
rd
A&R WC Promissory Note was issued at a substantial premium (see Note 5), which resulted in recording the substantial premium in excess of principal and accrued interest through additional paid-in capital. As such, on February 4, 2025, $2,750,000 of principal and $142,156 of accrued interest were re-established as liabilities, and $1,822,844 of substantial premium was recognized in additional paid-in capital on the condensed consolidated balance sheets.
The following table presents the fair value information, as of March 31, 2025 and December 31, 2024, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy.
The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:
 
    
(Level 1)
     
(Level 2)
     
(Level 3)
  
As of March 31, 2025
         
Assets:
         
Treasury Trust Funds held in Trust Account
    $ 16,311,760      $ —       $ —   
Liabilities:
         
As of December 31, 2024
         
Assets:
         
Treasury Trust Funds held in Trust Account
      16,053,202      $ —       $ —   
Non-recurring Fair Value Measurements
On February 4, 2025, the Company entered into a third amendment on it’s WC Promissory Note which resulted in the Company accounting for the 3rd A&R WC Promissory Note as a debt extinguishment (see Note 5). As a result, the Company measured the 3rd A&R WC Promissory Note at its reacquisition price, which is the fair value of the amended debt instrument on February 4, 2025, or $4,715,000. The 3rd A&R WC Promissory Note was issued at a substantial premium (see Note 5), which resulted in recording the substantial premium in excess of principal and accrued interest through additional paid-in capital. As such, on February 4, 2025, $2,750,000 of principal and $142,156 of accrued interest were re-established as liabilities, and $1,822,844 of substantial premium was recognized in additional paid-in capital on the condensed consolidated balance sheets. The 3rd A&R WC Promissory Note reacquisition price is deemed a Level 3 fair value measurement.
The following table sets forth a level 3 rollforward for the three months ended March 31, 2025:
 
    
Three months ended

March 31, 2025
  
Balance – December 31, 2024
    $ —   
Issuance of 3
rd
A&R WC Promissory Note
      4,715,000  
  
 
 
  
Balance – March 31, 2025
   
$
4,715,000
 
  
 
 
  
NOTE 8 — FAIR VALUE MEASUREMENTS
At December 31, 2024 and 2023, the Company’s marketable securities held in the Trust Account were valued at $16,053,202 and $51,976,918, respectively. The marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to
re-measurement
at each balance sheet date. With each
re-
measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations.
The following table presents the fair value information, as of December 31, 2024 and 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy.
The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis:
 
    
(Level 1)
     
(Level 2)
     
(Level 3)
  
As of December 31, 2024
         
Assets:
         
Treasury Trust Funds held in Trust Account
    $ 16,053,202      $
—
 		      $
—
 		  
As of December 31, 2023
         
Assets:
         
Treasury Trust Funds held in Trust Account
    $ 51,976,918      $
—
 		      $
—