Financial Instruments |
Note
14 - Financial Instruments
The
Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company
may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment.
Methodologies used to determine fair value might highly be subjective and judgmental in nature; therefore, valuations may not be precise.
If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective
reporting period.
There
were no assets or liabilities recorded at fair value on a nonrecurring as of June 30, 2025 and December 31,2024
The
following tables present the carrying amounts and fair values of financial instruments on a non-recurring basis, by the level of valuation
inputs in the fair value hierarchy, as of June 30, 2025 and December 31, 2024:
Schedule of Carrying Amounts and Fair Values of Financial Instruments
| |
| | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| |
June 30, 2025 | |
| |
Carrying amount | | |
Fair value | | |
Fair
value measurement using | |
| |
| | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Assets | |
| | |
| | |
| | |
| | |
| |
Cash | |
$ | 247,318 | | |
$ | 247,318 | | |
$ | 247,318 | | |
$ | - | | |
$ | - | |
Forward purchase agreement | |
| | | |
| | | |
| | | |
| | | |
| | |
Loans | |
| | | |
| | | |
| | | |
| | | |
| | |
Assets held for sale | |
| 385,642 | | |
| 384,527 | | |
| 384,527 | | |
| - | | |
| - | |
Liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
Deferred consideration | |
| 3,131,303 | | |
| 3,131,303 | | |
| 3,131,303 | | |
| - | | |
| - | |
Senior Secured Promissory note | |
| 10,748,408 | | |
| 6,063,400 | | |
| - | | |
| - | | |
| 6,063,400 | |
Public warrants | |
| 6,354 | | |
| 6,354 | | |
| 6,354 | | |
| - | | |
| - | |
Private placement warrants | |
| 384 | | |
| 384 | | |
| - | | |
| - | | |
| 384 | |
PIPE Warrants | |
| 4,440 | | |
| 4,440 | | |
| - | | |
| - | | |
| 4,440 | |
Abaca Warrants | |
| 95,073 | | |
| 95,073 | | |
| | | |
| | | |
| 95,073 | |
Third anniversary payment consideration | |
| 87,000 | | |
| 87,000 | | |
| - | | |
| - | | |
| 87,000 | |
Forward purchase derivative | |
| 7,309,580 | | |
| 7,309,580 | | |
| - | | |
| - | | |
| 7,309,580 | |
| |
| | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| |
December 31, 2024 | |
| |
Carrying amount | | |
Fair value | | |
Fair value measurement using | |
| |
| | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Assets | |
| | | |
| | | |
| | | |
| | | |
| | |
Cash | |
$ | 2,324,647 | | |
$ | 2,324,647 | | |
$ | 2,324,647 | | |
$ | - | | |
$ | - | |
Forward purchase agreement | |
| 4,584,221 | | |
| 4,584,221 | | |
| 4,584,221 | | |
| - | | |
| - | |
Loans | |
| 360,552 | | |
| 359,505 | | |
| - | | |
| - | | |
| 359,505 | |
Liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
Deferred consideration | |
| 3,016,343 | | |
| 3,016,343 | | |
| 3,016,343 | | |
| - | | |
| - | |
Senior Secured Promissory note | |
| 11,004,173 | | |
| 10,221,652 | | |
| - | | |
| - | | |
| 10,221,652 | |
Public warrants | |
| 246,445 | | |
| 246,445 | | |
| 246,445 | | |
| - | | |
| - | |
Private placement warrants | |
| 9,632 | | |
| 9,632 | | |
| - | | |
| - | | |
| 9,632 | |
PIPE Warrants | |
| 79,512 | | |
| 79,512 | | |
| - | | |
| - | | |
| 79,512 | |
Abaca Warrants | |
| 1,024,900 | | |
| 1,024,900 | | |
| - | | |
| - | | |
| 1,024,900 | |
Third anniversary payment consideration | |
| 322,000 | | |
| 322,000 | | |
| - | | |
| - | | |
| 322,000 | |
Forward purchase derivative | |
| 7,309,580 | | |
| 7,309,580 | | |
| - | | |
| - | | |
| 7,309,580 | |
The
change in the liability measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair
value are presented in the following table:
Schedule of Fair Value Assets Measured on Recurring Basis
| | |
| PIPE
Warrants | | |
| Abaca
Warrant | | |
| Private
Placement
Warrants | | |
| Third
anniversary
payment
consideration | | |
| Forward
Purchase
Derivative | |
| | |
For the Six Months Ended June 30, 2025 | |
| | |
| PIPE
Warrants | | |
| Abaca
Warrant | | |
| Private
Placement
Warrants | | |
| Third
anniversary
payment
consideration | | |
| Forward
Purchase
Derivative | |
Balance, January 1, 2025 | | |
$ | 79,512 | | |
$ | 1,024,900 | | |
$ | 9,632 | | |
$ | 322,000 | | |
$ | 7,309,580 | |
Fair value adjustment | | |
| (75,072 | ) | |
| (929,827 | ) | |
| (9,248 | ) | |
| (235,000 | ) | |
| - | |
Balance, June 30, 2025 | | |
$ | 4,440 | | |
$ | 95,073 | | |
$ | 384 | | |
$ | 87,000 | | |
$ | 7,309,580 | |
| |
| PIPE
Warrants | | |
| Abaca
Warrant | | |
| Private
Placement
Warrants | | |
| Third
anniversary
payment
consideration | | |
| Forward
Purchase
Derivative | |
| |
For the Year ended December 31, 2024 | |
| |
| PIPE
Warrants | | |
| Abaca
Warrant | | |
| Private
Placement
Warrants | | |
| Third
anniversary
payment
consideration | | |
| Forward
Purchase
Derivative | |
Balance, January 1, 2024 | |
$ | 273,124 | | |
$ | 3,384,085 | | |
$ | 25,070 | | |
$ | 810,000 | | |
$ | 7,309,580 | |
Balance at the beginning of the period | |
$ | 273,124 | | |
$ | 3,384,085 | | |
$ | 25,070 | | |
$ | 810,000 | | |
$ | 7,309,580 | |
Fair value adjustment | |
| (193,612 | ) | |
| (2,359,185 | ) | |
| (15,438 | ) | |
| (488,000 | ) | |
| - | |
Balance, December 31, 2024 | |
$ | 79,512 | | |
| 1,024,900 | | |
| 9,632 | | |
$ | 322,000 | | |
$ | 7,309,580 | |
Balance at the end of the period | |
$ | 79,512 | | |
| 1,024,900 | | |
| 9,632 | | |
$ | 322,000 | | |
$ | 7,309,580 | |
As
of June 30, 2025 and on December 31, 2024, the fair market of the private placement warrants, PIPE warrants, and Abaca warrants were
based on Black-Scholes Merton option pricing model. As of June 30, 2025, the fair market value of the Abaca third anniversary
payment consideration was determined using a Monte Carlo Simulation. The valuation was performed by the Company as of June 30, 2025,
and by a third-party prior for prior periods.
During
the three and six months ended June 30, 2025, and June 30, 2024, there were no changes in the classification of financial instruments
within Level 2 and Level 3 of the fair value hierarchy.
The
following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the private placement
warrants, public warrants, third anniversary payment consideration and Abaca warrants as of their measurement dates:
Schedule of Level 3 Fair Value Measurements Inputs
|
|
|
PIPE
Warrants |
|
|
|
Private
Warrants |
|
|
|
Third
Anniversary
Payment
Consideration |
|
|
|
Abaca
Warrants |
|
|
|
PIPE
Warrants |
|
|
|
Private
Warrants |
|
|
|
Third
Anniversary
Payment
Consideration |
|
|
|
Abaca
Warrants |
|
|
|
|
June 30, 2025 |
|
|
|
|
December 31, 2024 |
|
|
|
|
|
|
|
|
|
PIPE
Warrants |
|
|
|
Private
Warrants |
|
|
|
Third
Anniversary
Payment
Consideration |
|
|
|
Abaca
Warrants |
|
|
|
PIPE
Warrants |
|
|
|
Private
Warrants |
|
|
|
Third
Anniversary
Payment
Consideration |
|
|
|
Abaca
Warrants |
|
Exercise price |
|
$ |
100.00 |
|
|
|
230.00 |
|
|
|
- |
|
|
|
40.00 |
|
|
$ |
100.00 |
|
|
|
230.00 |
|
|
|
- |
|
|
|
40.00 |
|
Share Price |
|
$ |
2.17 |
|
|
$ |
2.17 |
|
|
$ |
2.17 |
|
|
$ |
2.17 |
|
|
$ |
9.00 |
|
|
$ |
9.00 |
|
|
$ |
9.00 |
|
|
$ |
9.00 |
|
Expected term (years) |
|
|
2.3 |
|
|
|
2.3 |
|
|
|
0.3 |
|
|
|
3.3 |
|
|
|
2.74 |
|
|
|
2.74 |
|
|
|
0.76 |
|
|
|
3.84 |
|
Volatility |
|
|
113.3 |
% |
|
|
113.3 |
% |
|
|
82.8 |
% |
|
|
104.3 |
% |
|
|
103.00 |
% |
|
|
103.00 |
% |
|
|
103.00 |
% |
|
|
103.00 |
% |
Risk-free rate |
|
|
3.7 |
% |
|
|
3.7 |
% |
|
|
3.7 |
% |
|
|
3.7 |
% |
|
|
4.26 |
% |
|
|
4.26 |
% |
|
|
4.26 |
% |
|
|
4.33 |
% |
Warrants and rights outstanding, measurement input |
|
|
3.7 |
% |
|
|
3.7 |
% |
|
|
3.7 |
% |
|
|
3.7 |
% |
|
|
4.26 |
% |
|
|
4.26 |
% |
|
|
4.26 |
% |
|
|
4.33 |
% |
The forward purchase
derivative liability fair value, as of June 30, 2025, and December 31, 2024, was based upon the additional consideration payment of $40 per share and 183,369 shares due the holders. The reset price is $25 per share
and there is a remote chance that the Company’s stock will be higher than such price.
|