FAIR VALUE MEASUREMENTS (Tables)
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3 Months Ended |
12 Months Ended |
Mar. 31, 2026 |
Dec. 31, 2025 |
| FAIR VALUE MEASUREMENTS |
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| Schedule of assets and liabilities measured and recorded at fair value on a recurring basis |
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of March 31, 2026: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 292,677 | | $ | 292,677 | 3(a)(10) Settlement Agreement | | | — | | | — | | | 3,687,000 | | | 3,687,000 | Contingent consideration* | | | — | | | — | | | 236,832 | | | 236,832 | Convertible debt | | | — | | | — | | | 6,593,923 | | | 6,593,923 | Total liabilities | | $ | — | | $ | — | | $ | 10,810,432 | | $ | 10,810,432 |
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $510,556 and RJZ settlement amounting to $1,024,002 which are not included in the table above as these are not fair valued. |
The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Assets | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | — | | $ | — | Total assets | | $ | — | | $ | — | | $ | — | | $ | — | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 234,389 | | $ | 234,389 | 3(a)(10) Settlement Agreement | | | — | | | — | | | 3,634,000 | | | 3,634,000 | Contingent consideration* | | | — | | | — | | | 330,226 | | | 330,226 | Convertible debt | | | — | | | — | | | 5,321,303 | | | 5,321,303 | Total liabilities | | $ | — | | $ | — | | $ | 9,519,918 | | $ | 9,519,918 |
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $417,163 and RJZ settlement amounting to $1,024,001 which are not included in the table above as these are not fair valued. |
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The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Assets | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | — | | $ | — | Total assets | | $ | — | | $ | — | | $ | — | | $ | — | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 234,389 | | $ | 234,389 | 3(a)(10) Settlement Agreement | | | — | | | — | | | 3,634,000 | | | 3,634,000 | Contingent consideration | | | — | | | — | | | 1,771,390 | | | 1,771,390 | Convertible debt | | | — | | | — | | | 5,321,303 | | | 5,321,303 | Total liabilities | | $ | — | | $ | — | | $ | 10,961,082 | | $ | 10,961,082 |
The following table sets forth by level, within the fair value hierarchy, the Company’s liabilities, including financial liabilities for which the Company has elected the fair value option, measured and recorded at fair value on a recurring basis as of December 31, 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Level I | | Level II | | Level III | | Total | Assets | | | | | | | | | | | | | Forward purchase agreement | | $ | — | | $ | — | | $ | 1,471,000 | | $ | 1,471,000 | Total assets | | $ | — | | $ | — | | $ | 1,471,000 | | $ | 1,471,000 | Liabilities | | | | | | | | | | | | | Derivative liabilities | | $ | — | | $ | — | | $ | 4,229,478 | | $ | 4,229,478 | Contingent consideration | | | — | | | — | | | 434,174 | | | 434,174 | Convertible debt | | | — | | | — | | | 8,542,323 | | | 8,542,323 | Total liabilities | | $ | — | | $ | — | | $ | 13,205,975 | | $ | 13,205,975 |
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| Schedule of reconciliation of assets and liabilities measured at fair value using Level 3 inputs |
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Purchase
Agreement | | Derivative liabilities | | 3(a)(10)
Settlement
Agreement | | Contingent
consideration (1) | | Convertible debt | Balance, December 31, 2025 | | $ | — | | $ | (234,389) | | $ | (3,634,000) | | $ | (330,226) | | $ | (5,321,303) | Cash payment/(receipt) | | | — | | | — | | | — | | | — | | | 533,890 | Issuances | | | — | | | — | | | — | | | — | | | (1,861,000) | Commitment shares issued | | | | | | | | | | | | | | | 102,030 | Settlement through issuance of Company’s common stock | | | — | | | — | | | — | | | — | | | 93,198 | Change in fair value | | | — | | | (58,288) | | | (53,000) | | | — | | | (104,238) | Loss on issuance of financial instruments | | | — | | | — | | | — | | | — | | | (36,500) | Reclass from level 3 | | | — | | | — | | | — | | | 93,394 | | | — | Ending balance, March 31, 2026 | | $ | — | | $ | (292,677) | | $ | (3,687,000) | | $ | (236,832) | | $ | (6,593,923) |
| (1) | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $510,556 and RJZ settlement amounting to $1,024,002 which are not included in the table above as these are not fair valued. |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Forward | | | | 3(a)(10) | | | | | | | Purchase | | Derivative | | Settlement | | Contingent | | Convertible | | | Agreement | | liabilities | | Agreement | | consideration | | debt | Balance, December 31, 2024 | | $ | 1,471,000 | | $ | (4,229,478) | | $ | — | | $ | (434,174) | | $ | (8,542,323) | Cash payment/(receipt) | | | (500,000) | | | — | | | — | | | — | | | 637,500 | Issuances | | | — | | | — | | | (11,624,000) | | | — | | | (8,762,250) | Settlement through issuance of Company’s common stock and other adjustment ** | | | — | | | 4,360,247 | | | 8,711,829 | | | — | | | 11,276,082 | Gain on extinguishment of debt and vendor payable | | | — | | | — | | | — | | | — | | | 2,261,222 | Loss on issuance of financial instruments | | | — | | | — | | | — | | | — | | | (45,250) | Additional RJZ settlement amount* | | | — | | | — | | | — | | | — | | | — | Reclass from level 3 | | | — | | | — | | | — | | | 215,612 | | | — | Change in fair value | | | (971,000) | | | (365,158) | | | (721,829) | | | (111,664) | | | (2,146,284) | Ending balance, December 31, 2025 | | $ | — | | $ | (234,389) | | $ | (3,634,000) | | $ | (330,226) | | $ | (5,321,303) |
* | Contingent Consideration also includes current portion of crystallized contingent consideration amounting to $417,163 and RJZ settlement amounting to $1,024,001 which are not included in the table above as these are not fair valued. |
** | Other adjustment consist of $3,630,000 related to convertible debt liabilities transferred to 3(a)(10) and settlement of derivative liabilities of Libertas amounting to $2,648,508 by way of extinguishment (refer Note 11). |
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| Schedule of carrying value and fair value for the convertible notes payable for which the Company elected the fair value option |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | March 31, 2026 | | December 31, 2025 | | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | 2025 Convertible Notes | | $ | 3,236,210 | | $ | 3,649,413 | | $ | 3,212,250 | | $ | 3,778,303 | 2026 Convertible Notes | | | 2,007,150 | | | 1,798,510 | | | — | | | — | SEPA Convertible Note | | $ | 991,135 | | | 1,146,000 | | | 1,386,975 | | | 1,543,000 | | | $ | 6,234,495 | | $ | 6,593,923 | | $ | 4,599,225 | | $ | 5,321,303 |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2025 | | December 31, 2024 | | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | 2024 Convertible Notes | | $ | — | | $ | — | | $ | 2,440,000 | | $ | 2,547,209 | 2025 Convertible Notes | | | 3,212,250 | | | 3,778,303 | | | — | | | — | Assumed 2024 Note | | | — | | | — | | | 3,630,000 | | | 3,630,000 | SEPA Convertible Note* | | | 1,386,975 | | | 1,543,000 | | | 2,500,000 | | | 2,365,114 | | | $ | 4,599,225 | | $ | 5,321,303 | | $ | 8,570,000 | | $ | 8,542,323 |
* SEPA convertible note includes the SEPA option derivative liability of $65,114 as on December 31, 2024.
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| Forward purchase agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | | | | | | | | | August 2, 2024 | | July 12, 2024 | | | | (modification) | | (assumption) | | Expected term | | | 2.94 years | | | 3.0 years | | Price per share of Company’s common stock | | $ | 24.96 | | $ | 113.28 | | Exercise price | | $ | 427.52 | | $ | 427.52 | | Volatility | | | 80.0 | % | | 46.0 | % | Risk-free interest rate | | | 3.7 | % | | 4.2 | % | Dividend rate | | | 0.0 | % | | 0.0 | % | Probability of completing the Business Combination | | | N/A | | | 100.0 | % |
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| Convertible Notes 2024 and 2025 |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | | | | | | | | | December 31, 2025 | | December 31, 2024 | | Discount rate | | | 20.0 - 65.0 | % | | 20.0 | % | Probability of conversion at maturity scenario | | | 30.0 -100.0 | % | | 70.0 - 100.0 | % | Probability of voluntary conversion scenario/event of default scenarios | | | 0.0 - 70.0 | % | | 0.0 - 30.0 | % | Remaining term for conversion at maturity scenario/event of default scenarios | | | 0.01 - 0.52 years | | | 0.01 - 0.28 years | | Remaining term for voluntary conversion scenario | | | 0.01 - 0.52 years | | | 0.01 - 0.03 years | |
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| SEPA Convertible Note |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | | | | | | | Assumptions | | March 31, 2026 | | December 31, 2025 | | Valuation technique | | | Discounted cash flow
of scheduled
installment payments | | | Discounted cash flow
of scheduled
installment payments | | Outstanding balance | | $ | 991,135 | | | 1,386,975 | | Bi-weekly payment amount | | | 250,000 | | | 250,000 | | Expected IPO / settlement date | | | June 30, 2026 | | | March 31, 2026 | | Discount rate | | | 16.0 | % | | 15.0 | % | Fair value of outstanding balance | | $ | 978,000 | | | 1,368,000 | | Termination fee (payable in Common Stock at IPO price) | | $ | 168,000 | | | 175,000 | | Fair value of SEPA (post-termination) | | $ | — | | | — | | Total fair value of Pre-Paid Advance Obligation | | $ | 1,146,000 | | | 1,543,000 | |
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| | | | | | | | | | | | December 31, 2024 | | Remaining term | | | 0.97 years | | Volatility | | | 88.0 | % | Risk-free rate | | | 4.3 | % | Drift term | | | 4.2 | % | Conversion price for payments to be made through issuance of Company’s common stock | | $ | 13.12 | | Payments to be made through issuance of shares of Company’s common stock | | | 11.1 | % | Payments to be made in cash | | | 88.9 | % |
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| Settlement and Termination Agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | Assumptions | | December 31, 2025 | | Valuation technique | | | Discounted cash flow of scheduled installment payments | | Outstanding balance | | $ | 1,386,975 | | Bi-weekly payment amount | | | 250,000 | | Expected IPO / settlement date | | | March 31, 2026 | | Discount rate | | | 15.0 | % | Fair value of outstanding balance | | $ | 1,368,000 | | Termination fee (payable in Common Stock at IPO price) | | $ | 175,000 | | Fair value of SEPA (post-termination) | | $ | — | | Total fair value of Pre-Paid Advance Obligation | | $ | 1,543,000 | |
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| Amended 2024 Convertible Notes | Forward purchase agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | | | | | | | | | | | | | | | Amended 2024 FPA | | 2024 FPA | | | December 31, 2024 | | December 16, 2024
(modification) | | December 16, 2024
(modification) | Probability of maturity settlement scenario | | | 15.0 | % | | 15.0 | % | | 15.0 | % | Probability of prepayment shortfall settlement scenario | | | 85.0 | % | | 85.0 | % | | 85.0 | % | Recycled Shares held by Meteora | | | 53,247 | | | 53,247 | | | 68.872 | | Price per share of Company’s common stock | | $ | 38.72 | | $ | 24.64 | | $ | 24.64 | | Remaining term | | | 2.53 years | | | 2.57 years | | | 2.57 years | | Risk-free interest rate | | | 4.3 | % | | 4.2 | % | | 4.2 | % | Drift term | | | 4.2 | % | | 4.1 | % | | 4.1 | % | Volatility | | | 85.0 | % | | 81.0 | % | | 81.0 | % | Forecasted price per share of Company’s common stock at maturity | | | 73.60 | | | 11.84 | | $ | 11.84 | | Expected margin from Meteora’s sale of Recycled Shares | | | 76.9 | % | | 76.9 | % | | 83.3 | % |
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| 3(a)(10) Settlement Agreement |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
| | | | | | | | | | Input | | Value | | Stock price as of valuation date (pre-split) | | $ | 0.20 | | Equity volatility | | | 89.0 | % | Risk-free rate | | | 3.7 | % | Expected term | | | 0.46 year | | Drift term | | | 3.6 | % |
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| | | | | | | | | | Input | | Value | | Stock price as of valuation date | | $ | 13.12 | | Equity volatility | | | 80.0 | % | Risk-free rate | | | 3.6 | % | Expected term | | | 0.63 year | | Drift term | | | 3.5 | % |
| | | | | | | | | | | | January 28, 2025 | | Price per share of Company’s common stock | | $ | 34.88 | | Equity volatility | | | 88.0 | % | Remaining term | | | 0.63 year | | Risk-fee rate | | | 4.2 | % | Drift term | | | 4.10 | % |
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| Contingent consideration |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | | | | | | | | | December 31, 2025 | | December 31, 2024 | | Operating leverage | | | 150.0 | % | | 150.0 | % | Revenue volatility | | | 20.3 | % | | 20.1 | % | EBITDA volatility | | | 50.8 | % | | 50.2 | % | Earnout risk free rate | | | 3.8 | % | | 4.5 | % | Long-term risk-free rate | | | 4.8 | % | | 4.9 | % | Weighted average cost of capital | | | 17.0 | % | | 18.0 | % | Correlation between revenue and EBITDA | | | 0.61 | | | 0.65 | | Discount rate | | | 15.0 | % | | 6.0 | % | Term to payment | | | 0.1 - 6.1 years | | | 0.1 - 7.1 years | |
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| Debt conversion share adjustment obligations derivative liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | | | December 31, 2024 | | Price per share of Company’s common stock | | $ | 38.72 | | Equity volatility | | | 92.0 - 93.0 | % | Forecasted per share of Company’s common stock - Reset Date | | $ | 35.84 | | Risk-fee rate - Reset Date | | | 4.4 | % | Drift term - Reset Date | | | 4.3 | % | Forecasted five day VWAP per share of Company’s common stock - First Reset Date | | $ | 30.72 | | Remaining term - Second Reset Date | | | 1.04 year | | Forecasted five day VWAP per share of Company’s common stock - Second Reset Date | | $ | 25.92 | |
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| SEPA Derivative Liability |
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| FAIR VALUE MEASUREMENTS |
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| Schedule of fair value measurements |
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| | | | | | | | | | | | December 31, 2024 | | Remaining term | | | 0.97 years | | Volatility | | | 88.0 | % | Risk-free rate | | | 4.3 | % | Drift term | | | 4.2 | % | Conversion price for payments to be made through issuance of Company’s common stock | | $ | 0.41 | | Prepayment premium | | | 107.0 | % |
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