v3.26.3
FAIR VALUE MEASUREMENTS
6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Fair Value Disclosures [Abstract]    
FAIR VALUE MEASUREMENTS

NOTE 9 - FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value at June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

 

 

 

 

June 30,

 

 

December 31,

 

Description

 

Level

 

2026

 

 

2025

 

Assets:

 

 

 

 

 

 

 

 

Investments held in Trust Account

 

1

 

$

236,580,243

 

 

$

232,460,533

 

 

Upon consummation of the Initial Public Offering through December 31, 2025, the NMSI Private Placement Warrants were accounted for as a liability in accordance with ASC 815-40 and were presented within liabilities in the balance sheets. The Warrant liabilities were measured at fair value. On December 31, 2025, the Company issued an amendment to the warrant agreement that removed the settlement provision that precluded the NMSI Private Placement Warrants from equity treatment. As a result of this amendment, the Company determined that the NMSI Private Placement Warrants meet the criteria for equity treatment and as such were fair valued as of the date of the amendment and subsequently reclassified from warrant liabilities to additional paid-in capital. The Company fully realized the gain on the change in fair value of the warrant liability as of December 31, 2025.

The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2025:

 

 

 

Fair Value

 

 

 

Measurement

 

 

 

Using Level 3

 

 

 

Inputs Total

 

Balance, December 31, 2024

 

$

—

 

Initial fair value

 

 

2,480,500

 

Change in fair value of derivative warrant liabilities

 

 

183,818

 

Balance, June 30, 2025

 

$

2,664,318

 

 

The Company used a Monte Carlo simulation model to value the Public Warrants and NMSI Private Placement Warrants at April 24, 2025. As a result of the model, the Company marked the 11,250,000 Public Warrants and 4,100,000 NMSI Private Placement Warrants to fair values of $0.27 and $0.61 per warrant, respectively, at April 24, 2025.

 

 

 

April 24,

 

 

 

2025

 

Public Warrants

 

$

3,036,621

 

NMSI Private Placement Warrants

 

 

2,480,500

 

 

The Company used the following assumptions to value the Public Warrants and NMSI Private Placement Warrants at April 24, 2025.

 

Volatility

 

 

6.6

%

Risk-Free Rate

 

 

3.8

%

Dividends

 

$

—

 

Market Adjustment

 

 

16.7

%

Stock Price

 

$

9.87

 

Weighted Term (years)

 

 

2.83

 

 

The Company used a Monte Carlo simulation model with the following assumptions to value the NMSI Private Placement Warrants at December 31, 2025.

 

Volatility

 

 

21.20

%

Risk Free Rate

 

 

3.48

%

Dividends

 

$

—

 

Market Adjustment

 

 

14.50

%

Stock Price

 

$

10.65

 

Weighted Term (years)

 

 

1.34

 

NOTE 9 - FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets that are measured at fair value at December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The Company did not have any fair value measurements as of December 31, 2024.

 

Description

 

Level

 

 

December 31, 2025

 

Assets:

 

 

 

 

 

 

Investments held in Trust Account

 

 

1

 

 

$

232,460,533

 

 

The NMSI Warrants were accounted for as a liability in accordance with ASC 815-40 and were presented within liabilities in the balance sheets. The Warrant liabilities were measured at fair value. On December 31, 2025, the Company issued an amendment to the warrant agreement that removed the settlement provision that precluded the NMSI Private Placement Warrants from equity treatment. As a result of this amendment, the Company determined that the NMSI Private Placement Warrants meet the criteria for equity treatment and as such were fair valued as of the date of the amendment and subsequently reclassified from warrant liabilities to additional paid-in capital. The Company fully realized the gain on the change in fair value of the warrant liability as of December 31, 2025.

The table below provides a summary of the changes in fair value of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the year ended December 31, 2025:

 

 

 

Fair Value
Measurement
Using Level 3
Inputs Total

 

Balance, December 31, 2024

 

$

—

 

Initial fair value

 

 

2,480,500

 

Change in fair value of derivative warrant liabilities

 

 

1,362,374

 

Reclassification to additional paid-in capital

 

 

(3,842,874

)

Balance, December 31, 2025

 

$

—

 

 

The Company used a Monte Carlo simulation model to value the Public Warrants and NMSI Warrants at April 24, 2025. As a result of the model, the Company marked the 11,250,000 Public Warrants and 4,100,000 NMSI Warrants to fair values of $0.27 and $0.61 per warrant, respectively, at April 24, 2025.

 

 

April 24, 2025

 

Public Warrants

 

$

3,036,621

 

NMSI Warrants

 

 

2,480,500

 

 

The Company used the following assumptions to value the Public Warrants and NMSI Warrants at April 24, 2025.

 

Volatility

 

6.6

%

Risk-Free Rate

 

 

3.8

%

Dividends

 

$

0.00

 

Market Adjustment

 

 

16.7

%

Stock Price

 

$

9.87

 

Weighted Term (years)

 

 

2.83

 

 

The Company used a Monte Carlo simulation model with the following assumptions to value the NMSI Warrants at December 31, 2025.

 

Volatility

 

21.20

%

Risk Free Rate

 

 

3.48

%

Dividends

 

$

0.00

 

Market Adjustment

 

 

14.50

%

Stock Price

 

$

10.65

 

Weighted Term (years)

 

 

1.34