v3.26.1
Fair Value Instruments
3 Months Ended 12 Months Ended
Mar. 31, 2026
Dec. 31, 2025
GIGCAPITAL7 CORP [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Fair Value Instruments
Note 7. Fair Value Instruments
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 which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.
 
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description:
  
Level
    
March 31, 2026
    
December 31, 2025
 
Assets:
        
Cash and marketable securities held in Trust Account
     1      $ 213,506,528      $ 211,637,310  
     
 
 
    
 
 
 
Liabilities:
        
Derivative liability
     3      $ 15,706      $ —   
     
 
 
    
 
 
 
Warrant liability
     2      $ 1,182,642      $ 1,524,790  
     
 
 
    
 
 
 
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, any realized and unrealized gains and losses are recorded in the condensed consolidated statements of operations and comprehensive income (loss) for the period presented.
The derivative liability was valued using the Black-Scholes option pricing model. The estimated fair value of the derivative liability was based on the following inputs at issuance and as of March 31, 2026:
 
    
Upon Issuance
   
As of
March 31, 2026
 
Unit price
   $ 11.12     $ 11.00  
Expected term
     0.33       0.17  
Volatility
     56     7
Risk free interest rate
     3.69     3.72
Exercise price
   $ 10.0     $ 10.0  
Dividend yield
     0     0
The following table presents information about the change in fair value of the Company’s Level 3 derivative liability during the three months ended March 31, 2026.
 
    
March 31, 2026
 
Fair value beginning of period
   $ 30,449  
Change in fair value
     (14,743
  
 
 
 
Fair value—end of period
   $ 15,706  
  
 
 
 
The Company has determined that the private placement warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the public warrants. After the public warrants started trading separately, the Company determined that the fair value of each private placement warrant approximates the fair value of a public warrant. Accordingly, the private placement warrants are valued upon observable data and are classified as Level 2 financial instruments.
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 which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities.
The Company has determined that the private placement warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the public warrants. The public warrants did not start trading separately until September 11, 2024, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values.
 
Accordingly, the private placement warrants were initially classified as Level 3 financial instruments. After the public warrants started trading separately, the Company determined that the fair value of each private placement warrant approximates the fair value of a public warrant. Accordingly, the private placement warrants are valued upon observable data and are classified as Level 2 financial instruments.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 

Description:
  
Level
  
December 31,
2025
 
  
December 31,
2024
 
Assets:
  
  
  
Cash and marketable securities held in Trust Account
  
1
  
$
211,637,310
 
  
$
203,188,704
 
Liabilities:
        
Warrant liability
  
2
  
$
1,524,790
 
  
$
241,735
 
The fair value of the warrants was estimated using the following assumptions:
 
    
Upon
Issuance
   
As of
September 11,
2024
 
Stock Price
   $ 9.08     $ 9.18  
Volatility
     9.0     8.0
Risk free interest rate
     3.78     3.52
Exercise price
   $ 11.50     $ 11.50  
Time to maturity - years
     6.75       6.72  
The change in the fair value of the Level 3 warrant liability in the period from May 8, 2024 (date of inception) through September 11, 2024, was as follows:
 

 
  
Period from
May 8, 2024
(Inception) through
September 11, 2024
 
Fair value - beginning of period
   $ —   
Additions
     58,060  
Change in fair value
     2,929,653  
Transfers out of level 3 to level 2
     (2,987,713
Fair value - end of period
   $ —   
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, any realized and unrealized gains and losses are recorded in the consolidated statements of operations and comprehensive income for the period presented.