v3.26.1
Fair Value Measurements
 6 Months Ended
Jun. 30, 2026
Fair Value Measurements [Abstract]  
Fair Value Measurements

Note 9 — Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

  ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

  ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

  ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

Recurring Fair Value Measurements

 

The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

 

The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. At June 30, 2026 and December 31, 2025, there was insufficient trading activity for the Public Warrants to be classified as Level 1 and was classified as Level 2.

 

The Company’s management has determined the Private Warrants are economically equivalent to the Public Warrants. As such, the valuation of the Private Warrants is based on the valuation of the Public Warrants. The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.

 

The following table presents fair value information of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

 

June 30, 2026   Level 1     Level 2     Level 3  
Description                  
Assets:                  
Investments held in Trust Account   $ 5,794,719     $ —     $ —  
                         
Liabilities:                        
Public Warrants   $ —     $ 644,000     $ —  
Private Warrants     —       350,933       —  
Fair Value of warrants   $ —     $ 994,933     $ —  

 

 

December 31, 2025   Level 1     Level 2     Level 3  
Description                  
Assets:                  
Investments held in Trust Account   $ 5,788,250     $ —     $ —  
                         
Liabilities:                        
Public Warrants   $ —     $ —     $ —  
Private Warrants     —       —       —  
Fair Value of warrants   $ —     $ —     $ —