v3.25.2
Fair Value Measurement
12 Months Ended
Dec. 31, 2024
Fair Value Measurement [Abstract]  
Fair Value Measurement

Note 8 — Fair Value Measurement

The following tables present information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments in the Mutual Fund.

    

    

Quoted

    

Significant

    

Significant

Prices In

Other

Other

Active

Observable

Unobservable

December 31,

Markets

Inputs

Inputs

2024

    

(Level 1)

    

(Level 2)

    

(Level 3)

Liabilities:

Public Warrants

$

518,219

$

$

$

518,219

Private Warrants

23,568

23,568

Warrant Liabilities

$

541,787

$

$

$

541,787

    

    

Quoted

    

Significant

    

Significant

Prices In

Other

Other

Active

Observable

Unobservable

December 31,

Markets

Inputs

Inputs

2023

    

(Level 1)

    

(Level 2)

    

(Level 3)

Assets:

Mutual Fund held in Trust Account

$

1,746,543

$

1,746,543

$

$

Liabilities:

Public Warrants

 

$

503,125

 

$

 

$

 

$

503,125

Private Warrants

 

22,882

 

 

 

22,882

Warrant Liabilities

 

$

526,007

 

$

 

$

 

$

526,007

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. During the year ended December 31, 2023, there was a transfer of $503,125 from Level 2 to Level 3 for the Public Warrants due to the delisting of the Company’s securities from Nasdaq.

The warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. On December 31, 2022, the Public Warrants were reclassified to Level 2 as no trading activity took place on the reporting dates. Subsequently, on December 31, 2023, the Public Warrants were reclassified to Level 3 as the Public Warrants were valued utilizing the market approach. The Company used the median warrant trading price of market comparable Special Purpose Acquisition Companies due to the lack of trading activity of the Company’s warrants. The Company chose Special Purpose Acquisition Companies with a similar initial public offering size and warrant coverage for the analysis. This approach requires a significant amount of judgment and is highly susceptible to variability based on the sample of comparable Special Purpose Acquisition Companies used.

The Private Warrants, since issuance, have been valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. On December 31, 2023, the Private Warrants were valued utilizing the market approach, consistent with the valuation method applied to the Public Warrants.

For the years ended December 31, 2024 and 2023, the Public and Private Warrants were valued utilizing the market approach as described above. The changes in the fair value of the Company’s Warrants have an effect on the Company’s net income, however, the changes in fair value have no effect on the cash flows of the Company.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at December 31, 2024 and 2023 measurement dates for Public and Private Warrants:

Measurement Date

    

Range

    

Median

December 31, 2024

$0.015 - $0.100

$

0.036

December 31, 2023

$0.010 - $0.063

$

0.035

The change in the fair value of the warrant liabilities, measured using Level 3 inputs, for the years ended December 31, 2024 and 2023 is summarized as follows:

    

Warrant

Liabilities

Warrant liabilities at December 31, 2023

$

526,007

Change in fair value of warrant liabilities

 

15,780

Warrant liabilities at December 31, 2024

$

541,787

    

Warrant

Liabilities

Warrant liabilities at December 31, 2022

 

$

20,434

Change in fair value of warrant liabilities

2,448

Transfer to Level 3 from Level 2

 

503,125

Warrant liabilities at December 31, 2023

 

$

526,007