v3.25.2
Fair Value Measurements
 3 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 13 - Fair Value Measurements

 

As of June 30, 2025, the Company had financial instruments which were measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Significant changes in the inputs could result in a significant change in the fair value measurements. See each respective footnote for information on the assumptions used in calculating the fair value of financial instruments.

 

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and March 31, 2025, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

 

Summary of Liabilities Measured at Fair Value on a Recurring Basis:

 

                               
June 30, 2025   Level 1     Level 2     Level 3     Total  
Liabilities:                                
Forward Purchase Agreement put option liability   $ -     $ -     $ 3,780     $ 3,780  
Public Warrants     331       -       -       331  
Private Placement Warrants     -       -       275       275  
Total liabilities   $ 331     $ -     $ 4,055     $ 4,386  

 

March 31, 2025   Level 1     Level 2     Level 3     Total  
Liabilities:                                
Forward Purchase Agreement put option liability   $ -     $ -     $ 5,034     $ 5,034  
Public Warrants     344       -       -       344  
Private Placement Warrants     -       -       285       285  
Total liabilities   $ 344     $ -     $ 5,319     $ 5,663  

 

The change in the fair value of the forward purchase agreement put option liability of $1,255 has been recorded to change in fair value of forward purchase agreement put option liability for the three months ended June 30, 2025 and in the Company’s condensed consolidated statements of operations. The forward purchase agreement put option liability was classified as a current liability, as its liquidation is reasonably expected to use or require current assets or the creation of current liabilities. See also Notes 2 and 11. The estimated fair value of the forward purchase agreement put option liability was calculated using a Monte Carlo model and used significant assumptions including the risk-free rate and volatility. The change in fair value of the forward purchase agreement put option liability is primarily driven by a decrease in the price per share of the Company.

 

As of the date of this Form 10-Q report, the remaining balance owed to the FPA holders is $3,780, which may be settled either in cash or in equity, at the option of the investors.

 

The valuation of the forward purchase agreement put option liability was made using the following assumptions as of June 30, 2025:

 

       
Expected Term (Years)     0.5 years  
Risk free Interest Rate     4.2 %
Volatility     90 %
Reference Price for one Class A ordinary share   $ 1.2  

 

Note: The private placement announced and completed on April 8, 2024. Quoted share price of Class A ordinary shares of the Company when PIPE (Private Investment in Public Entity) transaction took place was $2.21 approx.

 

Given that the Public Warrants have a listed price available, the Company classified them as Level 1. The Company has classified the privately placed warrants within Level 3 of the hierarchy as the fair value derived using the Black-Scholes option pricing model, which uses a combination of observable (Level 2) and unobservable (Level 3) inputs. There were no transfers between fair value levels during the three months ended June 30, 2025.

 

The valuation of the liability for the Private Placement Warrants was made using the following assumptions as of June 30, 2025:

 

       
Term (years)     3.36 years  
Risk-free interest rate     4.20 %
Stock price at measurement date   $ 1.2  

 

The following table presents a summary of the changes in the fair value of Derivative Liabilities:

 

                               
    Forward
Purchase
Agreement
Put Option
Liability		     Public
Warrant
Liability		     Private
Placement
Liability		     Total  
Fair value at April 1, 2025   $ 5,034     $ 344     $ 285     $ 5,663  
Change in fair value (gain) / loss     (1,254 )     (13 )     (10 )     (1,277 )
Fair value as of June 30, 2025   $ 3,780     $ 331     $ 275     $ 4,386  

 

Based on the expected VWAP as at inception as well as June 30, 2025 it is not expected that ATI would be required to issue additional Class A ordinary shares to certain vendors. On this basis, fair value of the derivative financial instrument representing ATI’s obligation to issue additional Class A ordinary shares has been determined to be insignificant on initial recognition as well as at June 30, 2025 and accordingly the quantitative disclosures in relation to the fair value have not been provided.