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Subsequent Events | 12 Months Ended
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Dec. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 5, 2026, the Sponsor deposited $11,649 into the Company’s Trust Account to extend the Termination Date from December 31, 2025 to January 31, 2026. On January 14, 2026, the Company entered into an amendment to the Second Amended and Restated Promissory Note with the Sponsor, pursuant to which the amount of the Note was further increased by $250,000 to $4,830,000. On January 20, 2026, Arie Rabinowitz resigned as a director and the Chief Executive Officer of the Company. Mr. Rabinowitz’s resignation was not the result of any disagreement between him and the Company, the Board of Directors, or any committee of the Board of Directors on any matter. On the same day, Mr. Rabinowitz also resigned as the Chief Executive Officer and sole director of Holdings. On January 21, 2026, the Board of Directors of the Company appointed Yosef Eichorn as its Chief Executive Officer, and as the Chief Executive Officer and sole director of Holdings. Mr. Eichorn is also currently the Chief Development Officer of the Company. On February 3, 2026, the Sponsor deposited $11,649 into the Company’s Trust Account to extend the Termination Date from January 31, 2026 to February 28, 2026. On February 5, 2026, Holdings entered into additional subscription agreements with certain investors providing for an additional $2.0 million private placement investment in Holdings Series B Preferred Stock and warrants (the “Additional PIPE Investment”). The Additional PIPE Investment was entered into on substantially the same terms as the previously disclosed $6.0 million PIPE Investment. As a result of the Additional PIPE Investment, the total committed PIPE financing has been increased to $8.0 million. As of February 11, 2026, the Company entered into an amendment (the “Amendment”) to the Second Amended and Restated Promissory Note (the “Note”) with Alpha Capital Anstalt, as assignee of the Sponsor, pursuant to which the amount of the Note was increased by $500,000 to $5,330,000. On March 2, 2026, the Sponsor deposited $11,649 into the Company’s Trust Account to extend the Termination Date from February 28, 2026 to March 30, 2026. The Company held a Special Meeting of Stockholders (the “Special Meeting”) on February 18, 2026 at which the stockholders approved (i) the Merger Agreement and the Business Combination; (ii) the adoption of the amended and restated certificate of incorporation of the Combined Company (the “Proposed Certificate of Incorporation”); (iii) the adoption, on a non-binding advisory basis, nine separate governance proposals set forth in the Proposed Certificate of Incorporation and the proposed amended and restated bylaws of the Combined Company; (iv) for purposes of complying with Nasdaq Listing Rules 5635 (a) and (b), the issuance of Holdings common stock pursuant to the Merger Agreement in an amount greater than 20% of the number of outstanding shares of Common Stock before such issuance and the resulting change in control in connection with the Business Combination; (v) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of the shares of Holdings common stock upon the conversion of the Holdings Series B preferred stock and the PIPE warrants issued in connection with the PIPE investment upon the consummation of the Business Combination in an amount greater than 20% of the number of outstanding shares of Common Stock before such issuance; and (vi) the adopt the Cyabra, Inc. 2026 Omnibus Equity Incentive Plan in connection with the Business Combination. In connection with the stockholders’ vote at such Special Meeting, 210,269 shares were tendered for redemption. Nasdaq Notices of Delisting On March 3, 2026,the Company received a letter from Nasdaq (the “March 2026 Notice”) which notified the Company that, for 30 consecutive business days, the Company’s market value of publicly held shares (“MVPHS”) was below the $15,000,000 threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until August 31, 2026 (the “MVPHS Compliance Period”), to regain compliance with the MVPHS Rule. The March 2026 Notice notes that, to regain compliance, the Company’s MVPHS must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The March 2026 Notice further notes that if the Company is unable to satisfy the MVPHS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The March 2026 Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Company has been monitoring the Company’s MVPHS and will continue to do so through August 31, 2026, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVPHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. In addition, on March 3, 2026, the Company received a letter from Nasdaq (the “March 2026 Additional Notice”) which notified the Company that the Company’s publicly held shares (“PHS”) was below the 1,100,000 threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(B) (the “PHS Rule”). The March 2026 Additional Notice further states that the Company has 45 calendar days from the date of the March 2026 Additional Notice to submit a plan to regain compliance with the PHS Rule and, if such plan is accepted, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the March 2026 Additional Notice to evidence compliance with the PHS Rule. If Nasdaq does not accept such plan, the Company will have the opportunity to appeal that decision to a hearings panel. The March 2026 Additional Notice further notes that the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). The March 2026 Additional Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Company has been actively monitoring the Company’s PHS, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the PHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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