v3.25.4
Fair Value Measurements
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company follows the guidance in ASC 820 – Fair Value Measurements for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period.
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 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 December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands):
LevelDecember 31, 2025December 31, 2024
Assets:
Money Market1$84 $— 
U.S. Treasury Bills1$9,936 $— 
Total cash equivalents$10,020 $— 
Liabilities:
Warrant liability – Public Warrants1$125 $375 
Warrant liability – Private Placement Warrants370 210 
Total warrant liability$195 $585 
Cash equivalents
As of December 31, 2025 and 2024, the carrying amount of cash equivalents held in the Company’s investment account was equal to or approximated fair value due to their short-term nature and proximity to current market rates. Cash equivalents
consist of cash and highly liquid investments that are readily convertible into cash and have original maturities of three months or less at the date of purchase.
Warrant liabilities
The following tables summarize the changes in the fair value of the warrant liabilities (in thousands):
Year Ended December 31, 2025
Public WarrantsPrivate Placement WarrantsWarrant Liabilities
Fair value, beginning of period$375 $210 $585 
Change in valuation inputs or other assumptions(250)(140)(390)
Fair value, end of period$125 $70 $195 
Year Ended December 31, 2024
Public WarrantsPrivate Placement WarrantsWarrant Liabilities
Fair value, beginning of period$375 $210 $585 
Change in valuation inputs or other assumptions— — — 
Fair value, end of period$375 $210 $585 
Public Warrants
The Company determined the fair value of the Public Warrants, based on the publicly listed trading price of such warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. The fair value of the Public Warrants were $0.1 million and $0.4 million as of December 31, 2025 and 2024, respectively.
Private Placement Warrants
The estimated fair value of the Private Placement Warrants is determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Placement Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the date the Business Combination closed, or June 16, 2026.
The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
December 31, 2025December 31, 2024
Exercise price$11.50 $11.50 
Stock price$0.83 $1.38 
Volatility170.0 %85.0 %
Term (years)0.461.46
Risk-free interest rate3.60 %4.20 %
Significant changes in the volatility would result in a significant lower or higher fair value measurement, respectively. The fair value of the Private Placement Warrants were $0.1 million and $0.2 million as of December 31, 2025 and 2024, respectively. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy.