v3.25.2
Fair Value Measurements
3 Months Ended 6 Months Ended 12 Months Ended
Mar. 31, 2025
Jun. 30, 2025
Dec. 31, 2024
Fair Value Disclosures [Abstract]      
Fair Value Measurements

Note 11 — 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

 

As of March 31, 2025 and December 31, 2024, the assets held in the Trust Account were held in cash.

 

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

       Quoted Prices in Active Markets   Significant Other Observable Inputs   Significant Other Unobservable Inputs 
   Level   (Level 1)   (Level 2)   (Level 3) 
                 
March 31, 2025                    
                     
Liabilities:                    
Warrant Liabilities- Private Warrants   2   $       $4,275   $            
                     
December 31, 2024                    
                     
Liabilities:                    
Warrant Liabilities- Private Warrants   2   $   $2,736   $ 

 

As of March 31, 2025 and December 31, 2024, the Private Placement Warrants were valued using the observable price for the public warrant as a benchmark, as a result of which, the fair value of the Private Placement Warrant liability was classified as Level 2.

 

 

The following table presents the changes in the fair value of warrant liabilities for the three months ended March 31, 2025 and 2024:

 

   Private Placement
Warrants
 
Fair value as of January 1, 2025  $2,736 
Change in valuation inputs or other assumptions   1,539 
Fair value as of March 31, 2025  $4,275 

 

   Private Placement
Warrants
 
Fair value as of January 1, 2024  $1,881 
Change in valuation inputs or other assumptions   11,799 
Fair value as of March 31, 2024  $13,680 

 

Note 10 — 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

 

As of June 30, 2025 and December 31, 2024, the assets held in the Trust Account were held in cash.

 

The following table presents information about the Company’s 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.

 

       Quoted Prices in Active Markets   Significant Other Observable Inputs   Significant Other Unobservable
Inputs
 
   Level   (Level 1)   (Level 2)   (Level 3) 
                 
June 30, 2025                    
                     
Liabilities:                    
Warrant Liabilities- Private Warrants   2   $     $22,800   $     
                     
December 31, 2024                    
                     
Liabilities:                    
Warrant Liabilities- Private Warrants   2   $   $2,736   $ 

 

As of June 30, 2025 and December 31, 2024, the Private Placement Warrants were valued using the observable price for the public warrant as a benchmark, as a result of which, the fair value of the Private Placement Warrant liability was classified as Level 2.

 

The following table presents the changes in the fair value of warrant liabilities for the three and six months ended June 30, 2025 and 2024:

 

   Private Placement
Warrants
 
Fair value as of January 1, 2025  $2,736 
Change in valuation inputs or other assumptions   1,539 
Fair value as of March 31, 2025  $4,275 
Change in valuation inputs or other assumptions   18,525 
Fair value as of June 30, 2025  $22,800 

 

   Private Placement
Warrants
 
Fair value as of January 1, 2024  $1,881 
Change in valuation inputs or other assumptions   11,799 
Fair value as of March 31, 2024  $13,680 
Change in valuation inputs or other assumptions   14,820 
Fair value as of June 30, 2024  $28,500 

 

 

Note 11 — 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

 

As of December 31, 2024 and 2023, the assets held in the Trust Account were held in cash.

 

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

       Quoted Prices in Active Markets   Significant Other Observable Inputs   Significant Other Unobservable Inputs 
   Level   (Level 1)   (Level 2)   (Level 3) 
                 
December 31, 2024                    
                     
Liabilities:                    
Warrant Liabilities- Private Warrants   2   $   $2,736   $ 
                     
December 31, 2023                    
                     
Liabilities:                    
Warrant Liabilities- Private Warrants   3   $   $   $1,881 

 

As of December 31, 2024, the Private Placement Warrants were valued using the observable price for the public warrant as a benchmark, as a result of which, the fair value of the Private Placement Warrant liability was re-classified as Level 2. As of December 31, 2023, the Private Placement Warrants were valued using a binomial lattice mode, which is considered to be a Level 3 fair value measurement. One of the more significant inputs is the implied volatility, which is based on the observed prices of the Company’s common stock and publicly-traded warrants. As of December 31, 2023, the estimated fair value of Warrant Liabilities – Private Warrants were determined based on the following significant inputs and are expressed on the basis of each being exercisable for a one-half of one share of common stock:

 

   

As of

December 31, 2023

 
Exercise price   $5.75 
Market price of public stock   $5.42 
Term (years)    0.95 
Volatility    immaterial 
Risk-free rate    4.99%
Dividend yield    0.0%

 

The following table presents the changes in the fair value of warrant liabilities for the years ended December 31, 2024 and 2023:

 

   Private
Placement
Warrants
 
Fair value as of January 1, 2024  $1,881 
Change in valuation inputs or other assumptions   855 
Fair value as of December 31, 2024  $2,736 

 

   Private
Placement
Warrants
 
Fair value as of January 1, 2023  $6,270 
Change in valuation inputs or other assumptions   (4,389)
Fair value as of December 31, 2023  $1,881