Fair Value Measurements (Tables)
|
3 Months Ended |
Mar. 31, 2025 |
Fair Value Measurements [Abstract] |
|
Schedule of Assets and Liabilities Measured at Fair Value |
The
following table presents assets and liabilities measured at fair value by classification within the fair value hierarchy at March 31,
2025 and December 31, 2024:
| |
Level
I | | |
Level
II | | |
Level
III | | |
Total | |
Assets | |
| | |
| | |
| | |
| |
Money
Market Funds | |
$ | 3,607,557 | | |
$ | — | | |
$ | — | | |
$ | 3,607,557 | |
Total assets | |
$ | 3,607,557 | | |
$ | — | | |
$ | — | | |
$ | 3,607,557 | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
July Investment Agreement
Derivative | |
$ | — | | |
$ | — | | |
$ | 65,803,887 | | |
$ | 65,803,887 | |
CPU
Share Allocation Obligation | |
| — | | |
| — | | |
$ | 17,426,650 | | |
| 17,426,650 | |
Total liabilities | |
$ | — | | |
$ | — | | |
$ | 83,230,537 | | |
$ | 83,230,537 | |
| |
Level
I | | |
Level
II | | |
Level
III | | |
Total | |
Assets | |
| | |
| | |
| | |
| |
Money
Market Funds | |
$ | 2,588,289 | | |
$ | — | | |
$ | — | | |
$ | 2,588,289 | |
Total assets | |
$ | 2,588,289 | | |
$ | — | | |
$ | — | | |
$ | 2,588,289 | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
July Investment Agreement
Derivative | |
$ | — | | |
$ | — | | |
$ | 53,231,638 | | |
$ | 53,231,638 | |
CPU
Share Allocation Obligation | |
| — | | |
| — | | |
$ | 10,231,516 | | |
| 10,231,516 | |
Total liabilities | |
$ | — | | |
$ | — | | |
$ | 63,463,154 | | |
$ | 63,463,154 | |
|
Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Input |
The
following table provides a reconciliation of the beginning and ending balance associated with the liabilities measured at fair value
using significant unobservable inputs (Level III) for the three months ended March 31, 2025 and for the period from February 8, 2024
(inception) to December 31, 2024:
| |
July Investment Agreement Derivative (Level III) | | |
CPU Share Allocation Obligation (Level III) | |
| |
| | |
| |
Balance, February 8, 2024 (inception) | |
$ | — | | |
$ | — | |
Additions | |
| 37,660,336 | | |
| 8,370,647 | |
Change in fair value | |
| 15,571,302 | | |
| 1,860,869 | |
Balance, December 31, 2024 | |
$ | 53,231,638 | | |
$ | 10,231,516 | |
Additions | |
| — | | |
| 4,703,536 | |
Change in fair value | |
| 12,572,249 | | |
| 2,491,598 | |
Balance, March 31, 2025 | |
$ | 65,803,887 | | |
$ | 17,426,650 | |
|
Schedule of Investment Agreement Derivative |
The
Company utilized the following assumptions to value the July Investment Agreement Derivative:
| | March 31, 2025 | | | December 31, 2024 | | | | | | | | | Expected Business Combination date | | | June 30, 2025 | | | | June 30, 2025 | | Term | | | 0.25 | | | | 0.50 | | Risk free rate | | | 4.2 | % | | | 4.2 | % | CCC credit rating | | | 10.8 | % | | | 8.7 | % | Present value factor | | | 0.99 | | | | 0.98 | | Probability of Business Combination close | | | 60.0 | % | | | 60.0 | % | Expected Company fully diluted ownership of New EM | | | 71.3 | % | | | 71.3 | % | Additional share allocation percentage | | | 10.0 | % | | | 10.0 | % | The
Company utilized the following assumptions to value the CPU Share Allocation Obligations:
| | March 31, 2025 | | | March 2025 (issuances) | | | February 2025 (issuances) | | | December 31, 2024 | | Expected Business Combination date | | | June 30, 2025 | | | | June 30, 2025 | | | | June 30, 2025 | | | | June 30, 2025 | | Term | | | 0.25 | | | | 0.25 | | | | 0.35-0.37 | | | | 0.50 | | Risk free rate | | | 4.23 | % | | | 4.33 | % | | | 4.31-4.34 | % | | | 4.2 | % | Present value factor | | | 0.99 | | | | 0.99 | | | | 0.99 | | | | 0.98 | | Probability of Business Combination close | | | 60.0 | % | | | 60.0 | % | | | 60.0 | % | | | 60.0 | % | Expected Company fully diluted ownership of New EM | | | 71.3 | % | | | 71.3 | % | | | 71.3 | % | | | 71.3 | % | Additional share allocation percentages | | | 7.90 | % | | | 1.80 | % | | | 1.35 | % | | | 4.75 | % |
|