v3.26.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 8 — 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 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 that are measured at fair value on a recurring basis as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: 

 

Description:  Level   December 31,
2024		   December 31,
2023		 
Assets:            
Cash and marketable securities held in Trust Account  1  $406,761  $1,122,381 
                
Liabilities:               
Convertible notes payable to related party at fair value  3  $1,115,977  $560,021 

 

The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the statements of operations and comprehensive loss for the periods presented.

 

Additionally, there was $1,283 and $4,217 of interest accrued, but not yet credited to the Trust Account, which was recorded in the balance sheets in interest receivable on cash and marketable securities held in Trust Account as of December 31, 2025 and 2024, respectively.

 

During the year ended December 31,2025, the Company paid back $146,025 and made draws of $701,981. As of December 31, 2025 and 2024, there was $1,115,977 and $560,021, respectively, outstanding balance on the Convertible notes payable - related party account.

 

The following table presents information about the change in fair value of the Company’s Level 3 convertible note during the years ended December 31, 2025 and 2024:

 

   Year Ended
December 31,		 
   2025   2024 
Fair value - beginning of period $560,021  $643,708 
Additions (repayments), net  539,256   (82,897)
Change in fair value  -   (790)
Fair value - end of period $1,115,977  $560,021 

 

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the years ended December 31, 2025 and 2024.