Simple Agreement for Future Equity (“Safe”) Liabilities |
6 Months Ended | |||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||
| Simple Agreement for Future Equity (“Safe”) Liabilities [Abstract] [Abstract] | ||||||||||||||||||||||||||||||||||
| SIMPLE AGREEMENT FOR FUTURE EQUITY (“SAFE”) LIABILITIES |
During the six months ended June 30, 2026, prior to the close of the business combination, the Company entered into SAFE arrangements with certain investors and received cash proceeds of $2,500,000 (“Purchase Amount”). In accordance with terms set out in the SAFE agreements, SAFE Holders could automatically receive preference shares upon the close of a qualifying equity financing, SPAC transaction or by a maturity date that is 24 months from the date of issuance if not previously converted. In addition, SAFE Holders could have received proceeds in a liquidity or dissolution event. The Purchase Amount is comprised of (i) a secondary component, equal to 16% of the Purchase Amount (the “Secondary Component”), and a primary component, equal to 84% of the Purchase Amount (the “Primary Component”). The Company was permitted to use the Secondary Component to (i) meet the Company’s working capital requirements, and/or (ii) buy back and cancel Legacy Horizon shares and/or cancel allocated and vested Legacy Horizon options. The Company used the Primary Component to meet the Company’s working capital requirements.
The Company determined that the SAFEs meet the definition of a liability under ASC 480 and will be recorded at fair value. The fair value of the SAFEs was determined using a probability-weighted expected return method (“PWERM”), supported by use of a Monte Carlo simulation method. The value of the SAFE liability as of December 31, 2025 is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.
Upon the closing of the Business Combination, all outstanding SAFEs were cancelled and exchanged for 833,079 Company Class A Ordinary Shares. Immediately prior to conversion, the carrying amount of the SAFEs was $11.2 million and this was subsequently reclassified into shareholder’s equity. The following table provides a reconciliation of liabilities measured at fair value:
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