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FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 7 — Fair Value Measurements

 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

  Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
   
  Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
   
  Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at 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.

 

Nature  Level   June 30, 2025   December 31, 2024 
Assets:               
Marketable securities held in the trust account   1   $8,315,560   $75,794,241 
Cash equivalents   1   $17,556   $103,774 
                
Liabilities:               
FPA liability   3   $806,502   $- 

 

 

FPA Liability

 

The Company established the fair value of the FPA liability using Black Scholes Model that values based on future projections of the various potential outcomes, and classified as a Level 3 fair value measurement.

 

The following table provides additional quantitative information regarding the Level 3 fair value measurement inputs at their measurement dates for the FPA liability:

 

    At initial issuance
January 13, 2025		     June 30, 2025    
Stock price   $ 6.72     $ 10.51  
Expected redemption price   $ 10.99     $ 11.17  
Time to expiration     1.46       1.25  
Risk-free rate     4.3 %     3.9 %
Volatility     35.0 %     33.0 %
Dividend yield     0.0 %     0.0 %

 

The following table presents the changes in the fair value of FPA liability for six months ended June 30, 2025:

 

      
January 1, 2025  $- 
Initial recognition at January 14, 2025 of 500,000 shares   1,929,656 
Change in fair value   (1,123,154)
Fair value of FPA liability as of June 30, 2025  $806,502 

 

Commitment Shares

 

50,000 Commitment Shares is measured at the grant date, based on the estimated fair value of the award, and is recognized as an expense over the requisite service period. The fair value of the financing expenses was measured based on the grant-date market price of $6.72 per share and classified as a Level 1 fair value measurement. The resulting fair value totaled $336,000.