v3.25.4

Warrant Liability | 12 Months Ended
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Dec. 31, 2025
Warrant Liability |
Warrant Liability | 11. Warrant Liability At the Merger closing, the Company assumed 515,000 private placement warrants and 16,184,612 public warrants. On June 3, 2024, the Company permanently reduced the exercise price of such warrants from $11.50 per share to an exercise price of $7.80 per share. On November 20, 2024, the Company further reduced the exercise price of the outstanding public warrants and private warrants to an exercise price of $4.50 per share. The purpose of this reduced exercise price was to potentially raise proceeds received from the exercise of such warrants, if any, for working capital and general corporate purposes. As of December 31, 2025, there were 515,000 private placement warrants and 16,145,008 public warrants outstanding. The public warrants will expire on December 21, 2028. The following table is a summary of the number of shares of the Company’s common stock issuable upon exercise of the public and private warrants outstanding as of December 31, 2025 and 2024:
December 31, 2025
|  | Number of |  |  | Exercise |  |  |  |  |  |
|  | Shares |  |  | Price |  |  | Expiration Date |  | Fair Value |
Public Warrants |  |  | 16,145,008 |  |  | $ | 4.50 |  |  | December 21, 2028 |  | $ | 12,916,006 |
Private Warrants |  |  | 515,000 |  |  | $ | 4.50 |  |  | December 21, 2028 |  | $ | 412,000 |
December 31, 2024
|  | Number of |  |  | Exercise |  |  |  |  |  |
|  | Shares |  |  | Price |  |  | Expiration Date |  | Fair Value |
Public Warrants |  |  | 16,158,410 |  |  | $ | 4.50 |  |  | December 21, 2028 |  | $ | 33,124,868 |
Private Warrants |  |  | 515,000 |  |  | $ | 4.50 |  |  | December 21, 2028 |  | $ | 1,055,750 |
The Company has reviewed the terms of the Public and Private Warrants to determine whether warrants should be classified as liabilities or stockholders’ equity in its consolidated balance sheet. In order for a warrant to be classified in stockholders’ equity, the warrant must be (a) indexed to the Company’s equity and (b) meet the conditions for equity classification in ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Equity. If a warrant does not meet the conditions for equity classification, it is carried on the consolidated balance sheet as a warrant liability measured at fair value, with subsequent changes in the fair value of the warrant recorded in the statement of operations as change in fair value of warrants. The Company determined that all warrants are required to be carried as a liability in the consolidated balance sheet at fair value, with changes in fair value recorded in the consolidated statement of operations. At the closing of the Merger on December 21, 2023, the warrants had an initial fair value of $2,009,105, which was recorded as liability and a reduction to additional paid in capital in the consolidated balance sheet. As of December 31, 2025 and 2024, the Private and Public Warrants had an aggregate fair value of $13,328,006 and $34,180,618. The Company recorded a gain of $20,852,612 and a loss of $33,512,633 due to change in the fair value of the warrant liability during the years ended December 31, 2025 and 2024, respectively. See Note 13 – Fair Value Measurements for more information.

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