v3.25.4

Fair Value Measurements | 12 Months Ended
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Dec. 31, 2025
Fair Value Measurements |
Fair Value Measurements | 13. Fair Value Measurements The following table sets forth by level within the ASC 820, Fair Value Measurement, fair value hierarchy of the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024:
|  | December 31, 2025 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities- |  |  |  |  |  |  |  |  |  |  |  |
Earnout liability |  | $ | 257,481 |  |  | $ | - |  |  | $ | 2,363,452 |  |  | $ | 2,620,933 |
Warrant liability (Public Warrants) |  |  | 12,916,006 |  |  |  | - |  |  |  | - |  |  |  | 12,916,006 |
Warrant liability (Private Warrants) |  |  | - |  |  |  | 412,000 |  |  |  | - |  |  |  | 412,000 |
Total liabilities measured at fair value |  | $ | 13,173,487 |  |  | $ | 412,000 |  |  | $ | 2,363,452 |  |  | $ | 15,948,939 |
|  |  |  |  | December 31, 2024 |  |  |  |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities- |  |  |  |  |  |  |  |  |  |  |  |
Earnout liability |  | $ | 7,825,000 |  |  | $ | - |  |  | $ | 15,479,808 |  |  | $ | 23,304,808 |
Warrant liability (Public Warrants) |  |  | 33,124,868 |  |  |  | - |  |  |  | - |  |  |  | 33,124,868 |
Warrant liability (Private Warrants) |  |  | - |  |  |  | 1,055,750 |  |  |  | - |  |  |  | 1,055,750 |
Total liabilities measured at fair value |  | $ | 40,949,868 |  |  | $ | 1,055,750 |  |  | $ | 15,479,808 |  |  | $ | 57,485,426 |
The estimated fair value of the earnout liability was determined using a Monte Carlo Model. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, probability of meeting the federal law enforcement agency growth and risk-free rate. The following assumptions were used in the simulation at each valuation date:
|  | December 31, 2025 |  |  | December 31, 2024 |
Stock price |  | $ | 2.89 |  |  | $ | 6.26 |
Risk-free interest rate |  |  | 3.55 | % |  |  | 4.33 | %
Expected term (in years) |  |  | 3 |  |  |  | 4 |
Expected volatility |  |  | 55.8 | % |  |  | 57.1 | %
Dividend yield |  |  | 0 | % |  |  | 0 | %
The fair value of the 1,250,000 vested shares as of December 31, 2024 of $7,825,000 was determined using the Company’s closing trading price on December 31, 2024. On January 7, 2025, 1,160,906 shares were issued with a fair value of $5,282,125 to applicable personnel and were reclassified to equity as additional paid in capital. The fair value of the remaining 89,094 shares that vested as of September 30, 2024 was determined using the Company’s closing stock price on December 31, 2025. The initial estimated fair value of the private warrants was measured using a Monte Carlo simulation. The estimated fair value of the public warrants is based on the listed price in an active market for such warrants and the fair value of the private placement warrants continues to be measured based on the public warrants listed price. The estimated fair value of the senior secured convertible promissory notes was measured using a Monte Carlo simulation pricing model that factors in potential outcomes being consummated, such as the convertible notes being repaid in cash and the convertible notes being converted to common stock. All of these scenarios take into consideration the terms and conditions of the underlying convertible notes plus potential changes in the underlying value of the common stock. The senior secured convertible promissory notes were fully converted to equity as of December 31, 2024. On September 13, 2024, the vested earnout shares were transferred from Level 3 to Level 1 upon the Board approval of the achievement of the First Operating Performance Milestone (A,2). The fair value on the day of transfer was $3,400,000. There were no transfers of financial instruments between valuation levels during the year ended December 31, 2025. The changes in Level 3 liabilities measured at fair value for the years ended December 31, 2025 and 2024 were as follows:
|  | Level 3 |
|  | Beginning Balance |  |  | Unrealized and |  |  | Conversions / |  |  | Transfers out |  |  | Ending Balance as of |
|  | January 1, 2025 |  |  | Realized Gain |  |  | Settlements (a) |  |  | of Level 3 |  |  | December 31, 2025 |
Liabilities- |  | $ | 15,479,808 |  |  | $ | (13,116,356 | ) |  | $ | - |  |  | $ | - |  |  | $ | 2,363,452 |
|  | $ | 15,479,808 |  |  | $ | (13,116,356 | ) |  | $ | - |  |  | $ | - |  |  | $ | 2,363,452 |
|  | Level 3 |
|  | Beginning Balance |  |  | Unrealized and |  |  | Conversions / |  |  | Transfers out |  |  | Ending Balance as of |
|  | January 1, 2024 |  |  | Realized Gain |  |  | Settlements (a) |  |  | of Level 3 |  |  | December 31, 2024 |
Liabilities- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Earnout liability |  | $ | 5,133,428 |  |  | $ | 13,746,380 |  |  | $ | - |  |  | $ | (3,400,000 | ) |  | $ | 15,479,808 |
Senior Secured Convertible Promissory Notes |  |  | 2,825,366 |  |  |  | 141,636 |  |  |  | (2,967,002 | ) |  |  | - |  |  |  | - |
|  | $ | 7,958,794 |  |  | $ | 13,888,016 |  |  | $ | (2,967,002 | ) |  | $ | (3,400,000 | ) |  | $ | 15,479,808 |
(a) The conversions and settlements represent the fair value of the Senior Secured Convertible Promissory Notes at the dates of conversion.

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- Definition The entire disclosure of the fair value measurement of assets and liabilities, which includes financial instruments measured at fair value that are classified in shareholders' equity, which may be measured on a recurring or nonrecurring basis. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/820/tableOfContent + Details
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