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Fair Value Measurements

6 Months Ended

Jun. 30, 2025

Fair Value Measurements

Fair Value Measurements

NOTE 12 — Fair Value Measurements

Derivative Instruments: Derivative instruments that are not traded on an exchange are valued using conventional calculations/models that are primarily based on unobservable inputs such as private company unit price and volatilities, and therefore, such derivative instruments are included in Level 3.

Warrant Liabilities: Warrant liabilities that are not traded on an exchange are valued using conventional calculations/models that are primarily based on unobservable inputs such as private company unit price and volatilities, and therefore, such warrant instruments are included in Level 3.

Earn-out Liability: Earn-out liability is derived from inputs that are unobservable and valued using conventional calculations/models that utilizes key assumptions including forecasted revenues and volatilities of the underlying financial metrics during the Earnout period, and therefore, such instrument is included in Level 3.

Upon the completion of the Business Combination, all outstanding warrants and options were exercised and converted into shares of the Company’s common stock, with the exception of the options related to Seaport’s second bridge loan, which were exercised on January 7, 2025. On March 31, 2025, the Company entered into an amendment to its bridge loan agreements with Seaport Group SIBS LLC. Under the terms of the amendment, Seaport agreed to convert the cumulative principal and accrued interest from the first and second bridge loans, purchase order loans, and OPG loans into 5,350,000 shares of the Company’s common stock. Additionally, in the same amendment, the Company granted Seaport a warrant to purchase 3,000,000 shares of common stock at an exercise price of $0.01 per share. Seaport exercised the warrant on March 31, 2025 by remitting $30,000, and the 3,000,000 shares of common stock were subsequently issued on April 2, 2025.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, respectively, and indicates the fair value hierarchy of the valuation inputs the Company utilized.

​

​	​	​	​	​	​	​	​	​
Description		Level		June 30, 2025			December 31, 2024
Liabilities	​	​	​	​	​	​	​	​
Warrant liabilities		3	​	$	—	​	$	16,241,092
Derivative liabilities		3	​	$	—	​	$	8,327,602
Earn-out liability	​	3	​	$	13,000	​	$	—

​

The Company determined that the warrants, as of December 31, 2024, associated with notes are subject to treatment as a liability as the warrants for units of the Legacy Company are not indexed to its own membership interests. The warrants were subject to remeasurement at each balance sheets date and any change in fair value is recognized as a component of other expenses on the condensed consolidated statements of operations.

The following tables present information about the change in fair value of the Company’s Level 3 warrant liabilities and derivative liabilities for the three and six months ended June 30, 2025.

​

​	​	​	​	​	​	​
​	​	Three months ended		​	Six months ended
Warrant liabilities		June 30, 2025			June 30, 2025
Fair value - beginning of period		$	—		$	16,241,092
Issuance	​	​	—	​	​	—
Warrant exercised	​	​	—	​	​	(16,017,930)
Change in fair value	​	​	—	​	​	(223,162)
Fair value - end of period		$	—		$	—

​

​	​	​	​	​	​	​
​	​	Three months ended		​	Six months ended
Derivative liabilities		June 30, 2025			June 30, 2025
Fair value - beginning of period	​	$	—	​	$	8,327,602
Issuance		​	—		​	—
Option exercised	​	​	—	​	​	(9,155,047)
Change in fair value		​	—		​	827,445
Fair value - end of period	​	$	—	​	$	—

​

​	​	​	​	​	​	​
​	​	Three months ended		​	Six months ended
Earn-out liabilities		June 30, 2025			June 30, 2025
Fair value - beginning of period	​	$	30,000	​	$	—
Issuance	​	​	—	​		30,000
Change in fair value	​	​	(17,000)	​		(17,000)
Fair value - end of period	​	$	13,000	​	$	13,000

​

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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.

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