Reverse Recapitalization (Tables)
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9 Months Ended |
Sep. 30, 2026 |
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| Reverse Recapitalization |
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| Schedule of business combination of the consolidated statement of cash flows and changes in stockholders' equity |
The following table reconciles the elements of the Business Combination to the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2026: | | | | Cash - trust and cash, net of redemptions | | $ | 1,634,507 | Less: transaction expenses paid | | | (1,631,751) | Net proceeds from the Business Combination | | | 2,756 | | | | | Assets (liabilities) assumed from the SPAC: | | | | Prepaid expense and other current assets | | | 131,196 | Accrued expenses | | | (1,442,877) | | | | | Reverse recapitalization, net | | $ | (1,308,925) |
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| Schedule of number of shares of common stock issued immediately following the consummation of the business combination |
| | | | | | | Class A Common | | Class B Common | MLAC public shares outstanding prior to the Business Combination | | 23,000,000 | | 7,187,500 | Less: Redemption of MLAC ordinary shares | | (22,846,470) | | (7,187,500) | Rights exchanged for shares in connection with Business Combination | | 2,299,999 | | — | Shares issued to SPAC in connection with Business Combination | | 1,200,000 | | — | Shares issued to Foundation in connection with Business Combination | | 3,000,000 | | — | Total AVAX Pub Co Common Stock | | 6,653,529 | | — |
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| Schedule Of common stock outstanding before and after reverse recapitalization |
| | | | | | | | | AVAX Pub Co Units | | | AVAX Company Units | | Common Stock | Class A units | | 27,368,672 | | 27,661,297 | Class B units | | — | | 5,805,639 | | | 27,368,672 | | 33,466,936 |
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| Schedule of transactions costs |
| | | | | | Nine months ended | | | September 30, 2026 | Legal | | $ | 5,835,984 | Professional fees | | | 9,373,385 | Other expenses | | | 4,400 | Total | | $ | 15,213,769 |
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| Schedule of earn-out arrangements measured at fair value |
| | | | | | | | | Earn Out Liability | | Post-closing Shares Liability | Balance at December 31, 2025 | | $ | — | | $ | — | Initial recognition upon reverse recapitalization | | | 3,153,333 | | | 3,700,000 | Change in fair value recognized in earnings | | | (2,780,000) | | | (2,700,000) | Balance at June 30, 2026 | | | 373,333 | | | 1,000,000 | Settled through issuance of Class A common stock | | | — | | | (1,000,000) | Change in fair value recognized in earnings | | | 2,509,334 | | | — | Balance at September 30, 2026 | | $ | 2,882,667 | | $ | — |
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