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

20. Fair Value Measurements

 

The following table summarizes the assets and liabilities measured at fair value on a recurring basis:

 

    Level 1     Level 3     Level 1     Level 3     Level 3     Level 3  
    Digital
Assets		     Digital
Assets		     Warrant Liability     Contingent
Consideration
Receivable		     Funding
Arrangement
Derivative Asset		     Derivative
Liabilities		  
Balance, December 31, 2025   $ 18,450,362     $ -     $ 15,609,327     $ -     $ -     $ -  
Acquired/ issued in business combination     5,303,008       3,245,480       -       23,827,868       -       7,151,422  
Settlement through issuance of Class A Common Stock     -       -       -       -       2,069,714     -  
Change in fair value     (6,501,540 )     -       (1,327,928 )     (486,931 )     (1,317,756 )     (1,601,747 )
Changes in currency translation     (89,683 )     (55,160 )     -       (404,422 )     -       (119,720 )
Balance, June 30, 2026   $ 17,162,147     $ 3,190,320     $ 14,281,399     $ 22,936,515     $ 751,958     $ 5,429,955  

 

Digital assets

 

Digital assets arose from our bitcoin investment. Changes in fair value of digital assets reflect gains or losses arising from the remeasurement of our bitcoin investment based on an exchanged quoted price. Refer to Note 8.

 

Other digital assets include eIOU tokens which were acquired as part of the acquisition of NDAG (Note 3) and are classified within Level 3 of the fair value hierarchy.

 

Warrant liability

 

Warrant liability consists of warrants issued by the Company in public offerings, private placements, and forward purchase contracts. As of June 30, 2026 and December 31, 2025, the number of warrants outstanding was 8,046,040 and 8,046,045, respectively, with a weighted-average exercise price of $11.50. The warrants are exercisable and will expire on September 16, 2027, or earlier upon redemption or liquidation. All warrants are publicly traded.

 

Contingent consideration receivable

 

The contingent consideration receivable is recognized in connection with the acquisition of NDAG (Note 3) and is classified within Level 3 of the fair value hierarchy. The fair value is estimated using scenario-weighted income approach that reflects four outcome scenarios and incorporates key unobservable inputs including scenario weightings, estimated selling dates, estimated selling prices, forecasted net profits, as well as changes in key market data such as foreign exchange rates, and weighted average cost of capital.

 

Funding arrangement

 

The funding arrangement was was entered into in connection with the acquisition (Note 3) and is classified within Level 3 of the fair value hierarchy. The fair value was estimated using a two-step valuation approach consisting of a Monte Carlo Simulation (‘MCS’) analysis and a scenario-based probability-weighted analysis. The key level 3 inputs included expected equity volatility in the MCS analysis, and simulated stock price, the probability and amount of the funding arrangement qualifying for drawdown prior to its expiry on December 17, 2028, in the scenario-based probability-weighted analysis.

 

Derivative liabilities

 

The Company determined that the convertible notes payable have embedded derivatives and the liability is measured at fair value on a recurring basis and is classified within Level 3 of the fair value hierarchy. The fair value is estimated using the binomial lattice methodology based on a modified Cox-Ross-Rubenstein approach that incorporates the following inputs as of June 30, 2026:

 

Share price   $ 6.34  
EUR/USD FX rate     $1.1394 per € 1  
Volatility     70 %
Risk-free rate     2.46 %
Credit spread     3.59 %
Risk-adjusted rate     6.05 %
Dividend rate     0.00 %
EURIBOR     EURIBOR
forward curve data