FAIR VALUE MEASUREMENTS (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Fair Value Disclosures [Abstract] |
|
| SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS |
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.
SCHEDULE
OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS
| | |
| |
Quoted Prices in Active Markets | | |
Significant Other Observable
Inputs | | |
Significant Other Unbservable
Inputs | |
| December
31, 2025 | |
Level | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
| Liabilities: | |
| |
| | | |
| | | |
| | |
| Convertible Notes | |
3 | |
| — | | |
| — | | |
$ | 1,146,236 | |
| Forward Purchase Agreement liabilities | |
3 | |
| — | | |
| — | | |
| 95,662 | |
| Derivative liability | |
3 | |
| — | | |
| — | | |
$ | 40,954 | |
|
| SCHEDULE OF CONVERTIBLE NOTES |
The
key inputs of the models used to value the Company’s February 2025 Convertible Debentures as of December 31, 2025 were:
SCHEDULE
OF CONVERTIBLE NOTES
| Inputs | |
December
31, 2025 | |
| Term remaining - years | |
| 0.13 | |
| Share price | |
| 0.13 | |
| Debt rate | |
| 12.49 | % |
|
| SCHEDULE OF FAIR VALUE OF THE CONVERTIBLE NOTES |
The
change in the fair value of the convertible notes measured using Level 3 inputs is summarized as follow:
SCHEDULE
OF FAIR VALUE OF THE CONVERTIBLE NOTES
| | |
February
Notes | |
| Balance, December 31, 2024 | |
$ | — | |
| Convertible notes, beginning balance | |
| — | |
| Fair value at issuance | |
| 3,000,000 | |
| Paid-in-kind interest | |
| 217,438 | |
| OID amortized | |
| 711,996 | |
| Repayment of Note | |
| (3,032,645 | ) |
| Change in fair value | |
| 249,447 | |
| Balance, December 31, 2025 | |
$ | 1,146,236 | |
| Convertible notes, ending balance | |
| 1,146,236 | |
|
| SCHEDULE OF FAIR VALUE FORWARD PURCHASE AGREEMENT LIABILITIES |
The
change in the fair value of the forward purchase agreement liabilities measured using Level 3 inputs is summarized as follows:
Forward
purchase agreement liabilities - ELOC Agreement
SCHEDULE
OF FAIR VALUE FORWARD PURCHASE AGREEMENT LIABILITIES
| | |
| | |
| Balance, December 31, 2024 | |
$ | - | |
| Assumed in Reverse Recapitalization | |
| 49,034 | |
| Change in fair value | |
| (39,133 | ) |
| Termination of agreement | |
| (9,901 | ) |
| Forward purchase agreement at December 31, 2025 | |
$ | - | |
Forward
purchase agreement liabilities - Second ELOC Agreement
| Balance, December 31, 2024 | |
$ | - | |
| Initial recognition of liability | |
| 95,062 | |
| Change in fair value | |
| 600 | |
| Forward purchase agreement liability at December 31, 2025 | |
$ | 95,662 | |
|
| SCHEDULE OF KEY INPUTS OF MODELS USED TO VALUE DERIVATIVE LIABILITY |
The
key inputs of the models used to value the Company’s derivative liability as of December 31, 2025 were:
SCHEDULE
OF KEY INPUTS OF MODELS USED TO VALUE DERIVATIVE LIABILITY
| Inputs | |
December 31, 2025 | |
| Term Remaining - Years | |
| 0.14
- 0.39 | |
| Share Price | |
| $0.10-
$0.42 | |
| Risk Free Rate | |
| 3.52%
- 3.92% | |
|
| SUMMARY OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY |
The
change in the fair value of the derivative liability measured using Level 3 inputs is summarized as follows
SUMMARY
OF CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY
| | |
For the Year
ended | |
| | |
December
31, 2025 | |
| Balance, December 31, 2024 | |
$ | - | |
| Derivative
liability, beginning balance | |
| - | |
| Initial recognition | |
| 4,101,583 | |
| Conversion of shares | |
| (3,985,147 | ) |
| Change in fair value | |
| (75,482 | ) |
| Derivative liability at December 31, 2025 | |
$ | 40,954 | |
| Derivative liability, ending balance | |
| 40,954 | |
|