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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Subject to Fair Value Measurements

Assets and liabilities subject to fair value measurements are as follows:

			As of September 30, 2024
			Level 1						Level 2						Level 3						Total
Assets
Cash and cash equivalents - Money market			$	2,523,424					$	—					$	—					$	2,523,424
Liabilities
Warrant liabilities - Public Warrants			$	1,207,500					$	—					$	—					$	1,207,500
Warrant liabilities - Private placement warrants (1)			—						—						1,425,000						1,425,000
Earn-out liabilities (2)			—						—						150,000						150,000
Total liabilities			$	1,207,500					$	—					$	1,575,000					$	2,782,500

			As of December 31, 2023
			Level 1						Level 2						Level 3						Total
Assets
Cash and cash equivalents - Money market			$	10,301,371					$	—					$	—					$	10,301,371
Liabilities
Warrant liabilities - Public Warrants			$	4,715,000					$	—					$	—					$	4,715,000
Warrant liabilities - Private placement warrants (1)			—						—						5,415,000						5,415,000
Earn-out liabilities (2)			—						—						660,000						660,000
Total liabilities			$	4,715,000					$	—					$	6,075,000					$	10,790,000

(1)Private Placement Warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

(2)The fair value of the earn-out liabilities was estimated using Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Common Stock and current interest rates.

Schedule of Changes in Fair Value of the Public and Private Placements Warrants

The following tables present the changes in fair value of the private placements warrants:

			For the three and nine months ended September 30, 2024
Liability at January 1, 2024			$	5,415,000
Change in fair value			(1,254,000)
Balance as of March 31, 2024			4,161,000
Change in fair value			(1,596,000)
Balance as of June 30, 2024			2,565,000
Change in fair value			(1,140,000)
Balance as of September 30, 2024			$	1,425,000

			For the three and nine months ended September 30, 2023
Liability at beginning of the period			$	—
Assumed in the Business Combination			4,389,000
Change in fair value			4,218,000
Balance as of September 30, 2023			$	8,607,000

The following tables present the changes in fair value of the earn-out liabilities:

			For the three and nine months ended September 30, 2024
Liability at January 1, 2024			$	660,000
Change in fair value			(120,000)
Balance as of March 31, 2024			540,000
Change in fair value			(220,000)
Balance as of June 30, 2024			320,000
Change in fair value			(170,000)
Balance as of September 30, 2024			$	150,000

			For the three and nine months ended September 30, 2023
Liability at beginning of the period			$	—
Assumed in the Business Combination			2,400,000
Change in fair value			(450,000)
Balance as of September 30, 2023			$	1,950,000

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- References

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Tabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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- Definition

Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

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