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Fair Value Measurements | 9 Months Ended | 12 Months Ended
--- | --- | ---
Sep. 30, 2024 | Dec. 31, 2023
Fair Value Disclosures [Abstract] |  |
Fair Value Measurements | 11. Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands): Schedule of Assets and Liabilities Measured at Fair Value
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | September 30, 2024 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Bitcoin |  | $ | 2,156 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,156 |
Total assets, at fair value |  | $ | 2,156 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,156 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Business Combination Warrants |  | $ | - |  |  | $ | - |  |  | $ | 26 |  |  | $ | 26 |
PIPE Warrants |  |  | - |  |  |  | - |  |  |  | 2 |  |  |  | 2 |
PIPE Notes |  |  | - |  |  |  | - |  |  |  | 1,593 |  |  |  | 1,593 |
Yorkville Note |  |  | - |  |  |  | - |  |  |  | 1,911 |  |  |  | 1,911 |
SEPA derivative liability |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Total liabilities, at fair value |  | $ | - |  |  | $ | - |  |  | $ | 3,532 |  |  | $ | 3,532 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Business Combination Warrants |  | $ | - |  |  | $ | - |  |  | $ | 9 |  |  | $ | 9 |
PIPE Warrants |  |  | - |  |  |  | - |  |  |  | 14 |  |  |  | 14 |
PIPE Notes |  |  | - |  |  |  | - |  |  |  | 1,637 |  |  |  | 1,637 |
Total liabilities, at fair value |  | $ | - |  |  | $ | - |  |  | $ | 1,660 |  |  | $ | 1,660 |
Business Combination Warrants and PIPE Warrants The following table presents the changes in the Business Combination Warrants and PIPE Warrants measured at fair value during the nine months ended September 30, 2024 (in thousands): Schedule of Warrants and Notes Measured at Fair Value
|  | Business Combination Warrants |  |  | PIPE Warrants |
Balance, December 31, 2023 |  | $ | 9 |  |  | $ | 14 |
Additions |  |  |  |  |  |  |  |
Changes in fair value |  |  | 17 |  |  |  | (12 | )
Balance, September 30, 2024 |  | $ | 26 |  |  | $ | 2 |
The Company remeasured the fair value of the Business Combination Warrants and PIPE Warrants at September 30, 2024 using the Black-Scholes option-pricing model with the following assumptions: Schedule of Fair Value Assumptions and Valuation
|  | As of September 30, 2024 |
|  | PIPE |  |  | Business Combination |
|  | Warrants |  |  | Warrants |
Stock price |  | $ | 0.61 |  |  | $ | 0.61 |
Exercise price |  | $ | 10.00 |  |  | $ | 11.50 |
Expected volatility |  |  | 72.1 | % |  |  | 72.1 | %
Weighted average risk-free rate |  |  | 3.6 | % |  |  | 3.6 | %
Expected dividend yield |  |  | - |  |  |  | - |
Warrants measurement input |  |  | - |  |  |  | - |
Expected term (in years) |  |  | 4.1 |  |  |  | 4.2 |
PIPE Notes and Yorkville Note The following table presents the changes in the PIPE Notes and Yorkville Note measured at fair value during the nine months ended September 30, 2024 (in thousands):
|  | PIPE Notes |  |  | Yorkville Note |
Balance, December 31, 2023 |  | $ | 1,637 |  |  | $ | - |
Additions |  |  | - |  |  |  | 1,350 |
Changes in fair value |  |  | (44 | ) |  |  | 561 |
Balance, September 30, 2024 |  | $ | 1,593 |  |  | $ | 1,911 |
The estimated fair values of the PIPE Notes and Yorkville Note are determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied discount rate. The discount rate was held constant over the valuation periods given the fact pattern associated with the Company and the stage of development. SEPA Derivative Liability The following table presents the changes in the SEPA derivative liability measured at fair value during the nine months ended September 30, 2024 (in thousands):
|  | Yorkville SEPA |
Balance, December 31, 2023 |  | $ | - |
Additions |  |  | 160 |
Changes in fair value |  |  | (160 | )
Balance, September 30, 2024 |  | $ | - |
The estimated fair value of the SEPA derivative liability was determined using a scenario-based valuation model based on the aggregated amount of draws expected to be made over the 24-month commitment period. The derivative value of such draws was then discounted back to each reporting period in which the put option was outstanding, in each case, based on a risk-adjusted discount rate based on the implied discount rate. As of September 30, 2024, the derivative liability was determined to have no value. | 11. Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis, inclusive of related party (in thousands): Schedule of Assets and Liabilities Measured at Fair Value
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | December 31, 2023 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Private warrants |  | $ | - |  |  | $ | - |  |  | $ | 9 |  |  | $ | 9 |
Business Combination Warrants |  | $ | - |  |  | $ | - |  |  | $ | 9 |  |  | $ | 9 |
PIPE warrants |  |  | - |  |  |  | - |  |  |  | 14 |  |  |  | 14 |
PIPE notes |  |  | - |  |  |  | - |  |  |  | 1,637 |  |  |  | 1,637 |
Total liabilities, at fair value |  | $ | - |  |  | $ | - |  |  | $ | 1,660 |  |  | $ | 1,660 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
|  | December 31, 2022 |
|  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible promissory notes |  | $ | - |  |  | $ | - |  |  | $ | 26,243 |  |  | $ | 26,243 |
Total liabilities, at fair value |  | $ | - |  |  | $ | - |  |  | $ | 26,243 |  |  | $ | 26,243 |
The following table presents the changes in the Private Warrants, PIPE Notes and PIPE Warrants, and the convertible promissory notes measured at fair value for the years ended December 31, 2023 and 2022 (in thousands): Schedule of Warrants and Promissory Notes Measured at Fair Value
Level 3 Rollforward: |  | Private Warrants |  |  | PIPE Notes & Warrants |  |  | Convertible Promissory Notes |
Balance, December 31, 2021 |  | $ | - |  |  | $ | - |  |  | $ | 6,487 |
Additions |  |  | - |  |  |  | - |  |  |  | 5,140 |
Changes in fair value |  |  | - |  |  |  | - |  |  |  | 14,616 |
Balance, December 31, 2022 |  |  | - |  |  |  | - |  |  |  | 26,243 |
Beginning balance |  |  | - |  |  |  | - |  |  |  | 26,243 |
Additions |  |  | 21 |  |  |  | 1,500 |  |  |  | 4,175 |
Changes in fair value |  |  | (12 | ) |  |  | 151 |  |  |  | 17,517 |
Reclassified to additional paid-in-capital |  |  | - |  |  |  | - |  |  |  | (47,935 | )
Balance, December 31, 2023 |  | $ | 9 |  |  | $ | 1,651 |  |  | $ | - |
Ending balance |  | $ | 9 |  |  | $ | 1,651 |  |  | $ | - |
Private Placement Warrants and PIPE Warrants The aggregate fair value of the Private Placement Warrants and PIPE Warrants was $152,602 and $23,393 as of November 7, 2023 and December 31, 2023, respectively. The Company remeasured the fair value of the Private Placement Warrants and PIPE Warrants at November 7, 2023 and December 31, 2023 using the Black-Scholes option-pricing model with the following assumptions: Schedule of Fair Value Assumptions and Valuation
|  | Warrants |  |  | Warrants |  |  | Warrants |  |  | Warrants |
|  | As of December 31, |  |  | As of November 7, |
|  | 2023 |  |  | 2023 |
|  | PIPE |  |  | Private |  |  | PIPE |  |  | Private |
|  | Warrants |  |  | Warrants |  |  | Warrants |  |  | Warrants |
Stock price |  | $ | 0.81 |  |  | $ | 0.81 |  |  | $ | 5.25 |  |  | $ | 7.76 |
Exercise price |  | $ | 10.00 |  |  | $ | 11.50 |  |  | $ | 10.00 |  |  | $ | 11.50 |
Expected volatility |  |  | 80.0 | % |  |  | 51.5 | % |  |  | 45.0 | % |  |  | 5.2 | %
Weighted average risk-free rate |  |  | 3.8 | % |  |  | 3.9 | % |  |  | 4.5 | % |  |  | 4.6 | %
Expected dividend yield |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expected term (in years) |  |  | 4.9 |  |  |  | 4.8 |  |  |  | 5.0 |  |  |  | 5.0 |
Warrants measurement input |  |  | 4.9 |  |  |  | 4.8 |  |  |  | 5.0 |  |  |  | 5.0 |
Convertible Promissory Notes and PIPE Notes The estimated fair values of the convertible promissory notes and PIPE Notes are each determined based on the aggregated, probability-weighted average of the outcomes of certain possible scenarios. The combined value of the probability-weighted average of those outcomes is then discounted back to each reporting period in which the convertible notes are outstanding, in each case, based on a risk-adjusted discount rate estimated based on the implied discount rate. The discount rate was held constant over the valuation periods given the fact pattern associated with the company and the stage of development. As of December 31, 2023, in connection with the Closing of the Business Combination described in Note 3, all convertible promissory notes were converted to Common Stock in accordance with the conversion provisions in the original agreements. The fair value of the PIPE Notes was $1.8 million and $1.6 million as of November 7, 2023 and December 31, 2023, respectively.

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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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