Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | | | | | | | | | | | | | | | | | | Description: | Level | | June 30, 2025 | | December 31, 2024 | Assets: | | | | | | Certificate of deposit | 2 | | $ | 20,000 | | | $ | 20,000 | | Liabilities: | | | | | | Warrant Liability | 2 | | $ | 25,791 | | | $ | 22,234 | | | | | | | | | | | | | | | | | | | | Earnout liability | 3 | | $ | 280,000 | | | $ | 440,000 | | Derivative liability | 3 | | $ | — | | | $ | 303,300 | |
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Schedule of Fair Value, Net Derivative Liability Measured on Recurring Basis, Unobservable Input Reconciliation |
The activity for the fair value of the warrant liability during the three and six months ended June 30, 2025 were as follows: | | | | | | | Private Warrants | Beginning balance, January 1, 2025 | $ | 22,234 | | | | Change in fair value | (13,252) | | Ending balance, March 31, 2025 | 8,982 | | | | Change in fair value | 16,809 | | Ending balance, June 30, 2025 | $ | 25,791 | | | | | | | | | |
The activity for the fair value of the Lynrock Lake Warrant during the three and six months ended June 30, 2025 were as follows: | | | | | | | Lynrock Lake Warrant | Beginning balance, January 1, 2025 | $ | — | | Fair value at issuance | 16,496,084 | Change in fair value | 606,186 | | Ending balance, March 31, 2025 | 17,102,270 | | Change in fair value | 2,294,669 | | Reclassification of warrant liability upon warrant modification | (19,396,939) | | Ending balance, June 30, 2025 | $ | — | | | | | | | | | | | |
The activity for the fair value of the Yorkville Warrant during the three and six months ended June 30, 2025 were as follows: | | | | | | | Yorkville Warrant | Beginning balance, January 1, 2025 | $ | — | | Fair value at issuance | 2,992,522 | Change in fair value | 111,795 | | Ending balance, March 31, 2025 | 3,104,317 | | Change in fair value | 484,872 | | Reclassification of warrant liability upon warrant modification | (3,589,189) | | Ending balance, June 30, 2025 | $ | — | | | | | | | | | | | |
The activity for the fair value of the earnout liability for the three and six months ended June 30, 2025 were as follows: | | | | | | | Earnout Liability | Beginning balance, January 1, 2025 | $ | 440,000 | | | | Change in fair value | 50,000 | Ending balance, March 31, 2025 | 490,000 | | Change in fair value | (210,000) | | Ending balance, June 30, 2025 | $ | 280,000 | | | | | |
The activity for the fair value of the derivative liability during the six months ended June 30, 2025 was as follows: | | | | | | | Derivative Liability | Beginning balance, January 1, 2025 | $ | 303,300 | | | | Extinguishment upon Termination Agreement | (202,000) | Change in fair value | (101,300) | | | | | Ending balance, March 31, 2025 and June 30, 2025 | $ | — | | | | | |
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Schedule of Fair Value Measurement Inputs and Valuation Techniques |
Significant assumptions used in the valuation of the fair value of the Lynrock Lake Warrant as of issuance on February 26, 2025 and as of modification on June 11, 2025 were as follows: | | | | | | | | | | | | | | | February 26, 2025 | | | | June 11, 2025 | Fair value of common stock | $ | 0.40 | | | | | $ | 0.50 | | Exercise price | $ | 0.40 | | | | | $ | 0.40 | | Expected warrant term (years) | 10.0 | | | | | 9.7 | | Expected volatility | 51.6 | % | | | | 39.2 | % | Risk-free rate of return | 4.3 | % | | | | 4.4 | % | Expected annual dividend yield | — | % | | | | — | % |
Significant assumptions used in the valuation of the fair value of the Yorkville Warrant as of issuance on February 26, 2025 and as of modification on June 11, 2025 were as follows: | | | | | | | | | | | | | | | February 26, 2025 | | | | June 11, 2025 | Fair value of common stock | $ | 0.40 | | | | | $ | 0.50 | | Exercise price | $ | 0.40 | | | | | $ | 0.40 | | Expected warrant term (years) | 5.0 | | | | | 4.7 | | Expected volatility | 51.6 | % | | | | 39.2 | % | Risk-free rate of return | 4.1 | % | | | | 4.0 | % | Expected annual dividend yield | — | % | | | | — | % |
Significant assumptions used in the valuation of the fair value of the earnout liability as of June 30, 2025 and December 31, 2024 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2025 | | December 31, 2024 | | Fair value of common stock | | | | $ | 1.33 | | | $ | 0.49 | | | Volatility of revenue | | | | 24.0 | % | | 23.0 | % | | Discount rate applicable to revenue | | | | 7.0 | % | | 7.0 | % | | Risk-free rate | | | | 3.9 | % | | 4.2 | % | | Risk premium | | | | 3.1 | % | | 2.7 | % | | Cost of debt | | | | 15.5 | % | | 15.5 | % | | Credit risk spread | | | | 11.6 | % | | 11.3 | % | | Equity volatility | | | | 110.0 | % | | 120.0 | % | |
Significant assumptions used in the valuation of the fair value of the derivative liability as of December 31, 2024 and February 26, 2025 were as follows: | | | | | | | | | | | | | | | | | | | | | December 31, 2024 | | February 26, 2025 | Fair value of common stock | | | | $ | 0.49 | | | $ | 0.41 | | Term in years | | | | 1.26 | | 1.11 | Volatility | | | | 120.0 | % | | 125.0 | % | Risk-free rate | | | | 4.2 | % | | 4.1 | % | Debt discount | | | | 30.0 | % | | 30.0 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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