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Fair Value Measurements | 12 Months Ended
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Dec. 31, 2024
Fair Value Measurements [Abstract] |
FAIR VALUE MEASUREMENTS: | NOTE 13 - FAIR VALUE MEASUREMENTS:
| a. | Financial instruments measured at fair value on a recurring basis
The Company’s assets and liabilities that are measured at fair value as of December 31, 2024, and 2023, are classified in the tables below in one of the three categories described in “Note 2 – Fair value measurement” above:
|  | December 31, 2024 |
|  | Level 1 |  |  | Level 3 |  |  | Total |
Financial Assets |  |  |  |  |  |  |  |  |  |  |  |
RFI Shares |  | $ | 3,144 |  |  |  |  |  |  | $ | 3,144 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Warrants and phantom warrants |  |  |  |  |  |  | 206 |  |  |  | 206 |
NPA |  |  |  |  |  | $ | 17,777 |  |  | $ | 17,777 |
|  | December 31, 2023 |
|  | Level 1 |  |  | Level 3 |  |  | Total |
Financial Assets |  |  |  |  |  |  |  |  |  |  |  |
RFI Shares |  | $ | 1,857 |  |  |  |  |  |  | $ | 1,857 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |  |  |
Warrants and phantom warrants |  |  |  |  |  |  | 21,566 |  |  |  | 21,566 |
CLAs |  |  |  |  |  |  | 55,940 |  |  |  | 55,940 |
NPA |  |  |  |  |  |  | 21,976 |  |  |  | 21,976 |
Earn-out liability |  |  |  |  |  |  | 2,997 |  |  |  | 2,997 |
Facility loans |  |  |  |  |  |  | 23,151 |  |  |  | 23,151 |
Other |  |  |  |  |  | $ | 186 |  |  | $ | 186 |
The following is a roll forward of the fair value of liabilities classified under Level 3:
|  | 2024
|  | Warrants and phantom warrants |  |  | CLAs |  |  | NPAs |  |  | Facility loan |  |  | Earn-out liability |  |  | Other |
January 1 ,2024 |  | $ | 21,566 |  |  | $ | 55,940 |  |  | $ | 21,976 |  |  | $ | 23,151 |  |  | $ | 2,997 |  |  | $ | 186 |
Issuance |  |  | 10,445 |  |  |  | 11,750 |  |  |  | 18,704 |  |  |  | - |  |  |  | - |  |  |  | - |
Payment |  |  | (2,813 | ) |  |  | - |  |  |  | (38,675 | ) |  |  | (24,600 | ) |  |  | (2,974 | ) |  |  | (200 | )
Conversion to equity |  |  | (444 | ) |  |  | (69,570 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Reclassification to equity |  |  | (28,225 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Change in fair value |  |  | (323 | ) |  |  | 1,880 |  |  |  | 15,772 |  |  |  | 1,449 |  |  |  | (23 | ) |  |  | 14 |
December 31, 2024 |  | $ | 206 |  |  | $ | - |  |  | $ | 17,777 |  |  | $ | - |  |  | $ | - |  |  | $ | - |
|  | 2023 |
|  | Warrants and phantom warrants |  |  | CLAs |  |  | NPA |  |  | Facility loan |  |  | Earn-out liability |  |  | Other |
January 1 ,2023 |  | $ | 8,267 |  |  | $ | 3,809 |  |  | $ | - |  |  | $ | 29,745 |  |  | $ | 3,917 |  |  | $ | 185 |
Issuance |  |  | 14,649 |  |  |  | 27,225 |  |  |  | 19,750 |  |  |  | - |  |  |  | - |  |  |  | - |
Payment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (5,400 | ) |  |  | (1,667 | ) |  |  | - |
Change in fair value |  |  | (1,350 | ) |  |  | 24,906 |  |  |  | 2,226 |  |  |  | (1,194 | ) |  |  | 747 |  |  |  | 1 |
December 31, 2023 |  | $ | 21,566 |  |  | $ | 55,940 |  |  | $ | 21,976 |  |  | $ | 23,151 |  |  | $ | 2,997 |  |  | $ | 186 |
The fair value of the Company’s liabilities, based on the Company’s share price, were classified as Level 3. Before the IPO, they were estimated using a hybrid model in order to reflect two scenarios: (1) IPO event and (2) other liquidation events. The IPO scenario was based on the fair value of the Company’s business based on management estimation. The other liquidation events scenario was based on various market indications using an option pricing model (OPM) (income approach-based valuation technique). Application of these approaches and methodologies involves the use of estimates, judgments, and assumptions that are highly complex and subjective, such as those regarding the Company’s expected future revenue, expenses, and future cash flows, discount rates, the selection of comparable public companies, and the probability of and timing associated with possible future events. The following table presents the main assumptions used in the hybrid model for the periods presented:
|  | December 31 |
|  | 2023 |
Expected volatility |  |  | 44.87 | %
Assumptions regarding the price of the underlying shares: |  |  |  |
Probability of an IPO scenario |  |  | 25 | %
Expected time to IPO (years) |  |  | 0.75 |
Probability of liquidation events |  |  | 75 | %
Expected time to liquidation (years) |  |  | 2.0 |
Starting from the closing of the IPO, the Company utilized a Black-Scholes Option Pricing model with Level 3 inputs for the valuation of its liability-classified warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the warrants as of each valuation date. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:
|  | December 31
|  | 2024
Exercise price |  | $14.35-$31.08
Share price |  | $9.91
Volatility |  | 44.49%
Term (years) |  | 3.67 - 4.83
Risk-free interest rate |  | 4.26% - 4.33 %
Dividend yield |  | 0.0%
As of July 2024, the Company paid in full the Earn Out liability totaling to $0.75 million (€0.7 million) The fair value of the 2024 NPA, measured under the fair value option, was measured by discounting the predicted cashflows of the loan using a spread equal to 0.91% above an ilCa USD yield curve.
| b. | Financial instruments measured not at fair value on a recurring basis
Financial instruments not recorded at fair value on a recurring basis include cash and cash equivalents, restricted cash, trade receivables, bank deposits, trade and other payables and short-term borrowings. Due to their nature, their fair value approximates their carrying value. The fair value of Vision’s bank loans approximates their carrying value.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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