v3.26.1
FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS
NOTE 8  - FAIR VALUE MEASUREMENTS:
 
  a.
Financial instruments measured at fair value on a recurring basis
 
The Company’s assets and liabilities that are measured at fair value as of June 30, 2026, and December 31, 2025, are classified in the tables below in one of the six categories described in “Note 2 – Fair value measurement”:

 
   
June 30, 2026
  
   
Level 3
    
Total
  
Financial Liabilities
            
Private warrants to purchase ordinary shares
  
$
*
    
$
*
  
Related Party Promissory Note
  
$
985
    
$
985
  
 
   
December 31, 2025
  
   
Level 3
    
Total
  
Financial Liabilities
            
Private warrants to purchase ordinary shares
  
$
*
    
$
*
  
Promissory Notes
  
$
1,568
    
$
1,568
  
 
   
The following is a roll forward of the fair value of liabilities classified under Level 3:
 
   
Six months ended
June 30, 2026
    
Three months ended
June 30, 2026
  
   
Related Party Promissory Note
    
Private warrants to purchase  ordinary shares
    
Related Party Promissory Note
    
Private warrants to purchase  ordinary shares
  
Fair value at the beginning of the period
  
$
1,568
    
$
*
    
$
1,553
    
$
*
  
Change in fair value
    
(169
)
  
$
(
*)
    
(154
)
  
$
(
*)
Conversion to equity
    
(414
)
    
-
      
(414
)
    
-
  
Fair value at the end of the period
  
$
985
    
$
*
    
$
985
    
$
*
  
 
* Represents an amount less than $1

 

   
Six months ended
June 30, 2025
    
Three months ended
June 30, 2025
  
   
Promissory Notes
    
Private warrants to purchase ordinary shares
    
Promissory Notes
    
Private warrants to purchase ordinary shares
  
Fair value at the beginning of the period
  
$
3,965
    
$
2
    
$
2,993
    
$
1
  
Change in fair value
    
290
      
(2
)
    
197
      
(1
)
Repayments
    
(709
)
    
-
      
-
      
-
  
Conversion to equity
    
(356
)
    
-
      
-
      
-
  
Fair value at the end of the period
  
$
3,190
    
$
*
    
$
3,190
    
$
*
  
 
   
Promissory Notes
 
In measuring the fair value of the Company’s outstanding Promissory Notes in 2025, a discount rate of 13.37%-13.83% was used, based on a B- rated US dollar zero-coupon discount curve, plus a credit spread of 7.56%. The expected timing of conversion or repayment of the notes was determined using the Company’s forecasts. In 2026, the valuation technique was changed to a Monte Carlo simulation framework to model the expected conversion price at the Related Party Promissory Note’s maturity date, when applicable, which is based on a contractual 20-day average closing price mechanism.
 
The following table provides quantitative information regarding fair value measurement inputs of the Company’s Related Party Promissory Note as of June 30, 2026:
 
   
June 30,
2026
  
Volatility*
    
146.5
%
Risk Free Rate
    
3.91
%
 
   
* The estimation of the volatility was based on the volatility of the Company’s daily share prices for a period equal to the term of the Related Party Promissory Note.

 

  b.
Financial instruments not measured at fair value
 
The carrying amounts of cash and cash equivalents, restricted cash, other assets, trade payables and other accounts payable approximate their fair value due to the short-term maturity of such instruments.