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Financial Instruments | 3 Months Ended | 12 Months Ended
--- | --- | ---
Mar. 31, 2026 | Dec. 31, 2025
Investments, All Other Investments [Abstract] |  |
Financial Instruments | Note 12 - Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:
| ○ | Level 1 - Observable, unadjusted quoted prices in active markets
| ○ | Level 2 - Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability
| ○ | Level 3 - Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions
The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy as of March 31, 2026 and December 31, 2025: Schedule of Financial Assets and Liabilities Recorded at Fair Value
|  | As of March 31, 2026 |  |  | As of December 31, 2025 |
|  | Total Fair Value |  |  | Quoted Prices in Active Markets (Level 1) |  |  | Significant Other Unobservable Inputs (Level 3) |  |  | Total Fair Value |  |  | Quoted Prices in Active Markets (Level 1) |  |  | Significant Other Unobservable Inputs (Level 3) |
Description |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
PIPE warrants |  | $ | 49 |  |  | $ | - |  |  | $ | 49 |  |  | $ | 280 |  |  | $ | - |  |  | $ | 280 |
Public warrants |  |  | 9,459 |  |  |  | 9,459 |  |  |  | - |  |  |  | 10,896 |  |  |  | 10,896 |  |  |  | - |
Private placement warrants |  |  | 2 |  |  |  | - |  |  |  | 2 |  |  |  | 14 |  |  |  | - |  |  |  | 14 |
Abaca warrant |  |  | 13,511 |  |  |  | - |  |  |  | 13,511 |  |  |  | 28,430 |  |  |  | - |  |  |  | 28,430 |
Assets measured at fair value on a nonrecurring basis Assets that are measured at fair value on a nonrecurring basis primarily comprises of property, plant and equipment, right-to-use assets, finite lived intangible assets and goodwill. The Company does not record these at fair value on a recurring basis, however, the carrying value of the assets may be reduced to fair value when the Company determines that impairment has occurred. As of March 31, 2026, the Company had no assets or liabilities measured at fair value on a non-recurring basis. During the year ended December 31, 2025, the Company recognized the ASC 460 stand-ready guarantee liability under the Second Amended CAA at fair value on a non-recurring basis upon initial recognition on October 1, 2025. This liability was measured at inception only and is not remeasured at fair value in subsequent reporting periods. The carrying amount as of December 31, 2025 was $2.1 million, reflecting the systematic release of the liability as the Company is progressively released from risk on the underlying loan portfolio. The fair value measurement for stand-ready guarantee liability was prepared internally by management using an insurance-pricing methodology, reflecting the premium that a knowledgeable, willing third-party surety or specialty insurer would charge to assume the indemnification obligation in an arm’s-length transaction, consistent with the market participant framework of ASC 820-10-35-9. The following table summarizes this non-recurring fair value measurement as of the initial recognition date: Schedule of Non-Recurring Fair Value Measurement
|  | December 31, 2025 |
|  | Carrying amount $ |  |  | Fair value $ |  |  | Fair value measurement using |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stand-ready guarantee liability |  | $ | 2,135,000 |  |  | $ | 2,135,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,135,000 |
Level 3 Measurement - Significant Unobservable Inputs The ASC 460 Guarantee liability was classified as Level 3 because its fair value was determined using significant unobservable inputs for which there is no active market. The following table summarizes the valuation methodology and significant unobservable inputs used in the Level 3 measurement: Schedule of Valuation Methodology and Significant Unobservable Inputs
Input |  | Value Used |  | Sensitivity
Probability of Default -Tranches A & B (Ratings 2-5, pooled) |  | 7.25%, derived from loan level analysis of the portfolio. |  | An increase raises fair value
Probability of Default - Tranche C (Rating 9, individually evaluated) |  | 35%, based on Rating 9 definition, past-maturity status, and personal guarantees |  | An increase raises fair value
Loss Given Default - Tranches A & B |  | 25.00% for Tranche A and 35% for Tranche B, inclusive of 13% cannabis-specific qualitative premium reflecting court access limitations, collateral possession restrictions, and refinancing risk |  | An increase raises fair value
Loss Given Default - Tranche C (uncollateralized gap) |  | 50%, representing the midpoint of the Rating 9 anticipated loss range applied to the uncollateralized exposure |  | An increase raises fair value
Stand-Ready Risk Premium |  | 120% loading applied to total expected loss, reflecting compensation for uncapped exposure, cannabis concentration risk, portfolio illiquidity, and six-year guarantee term commitment |  | An increase raises fair value
Discount Rate |  | 4.0% risk-free rate (6-year Treasury) |  | An increase reduces fair value
Weighted Average Payout Timing |  | Tranche A: 4 years; Tranche B: 3 years; Tranche C: 2 years; Stand-ready premium: 3 years - based on the portfolio’s contractual maturity profile |  | A longer weighted average payout timing reduces fair value
Fair Value of Financial Instruments The following tables present the carrying amounts and fair values of financial instruments on a non-recurring basis, by the level of valuation inputs in the fair value hierarchy, as of March 31, 2026 and December 31, 2025: Schedule of Carrying Amount and Fair Value of Financial Instruments
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
|  | As of March 31, 2026 |
|  | Carrying amount $ |  |  | Fair value $ |  |  | Fair value measurement using |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 5,897,470 |  |  | $ | 5,897,470 |  |  | $ | 5,897,470 |  |  | $ | - |  |  | $ | - |
Investment in preferred securities |  |  | 1,424,983 |  |  |  | 1,424,983 |  |  |  | - |  |  |  | - |  |  |  | 1,424,983 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred consideration |  |  | 3,000,000 |  |  |  | 3,000,000 |  |  |  | 3,000,000 |  |  |  | - |  |  |  | - |
Public warrants |  |  | 9,459 |  |  |  | 9,459 |  |  |  | 9,459 |  |  |  | - |  |  |  | - |
Private placement warrants |  |  | 2 |  |  |  | 2 |  |  |  | - |  |  |  | - |  |  |  | 2 |
PIPE warrants |  |  | 49 |  |  |  | 49 |  |  |  | - |  |  |  | - |  |  |  | 49 |
Abaca warrants |  |  | 13,511 |  |  |  | 13,511 |  |  |  | - |  |  |  | - |  |  |  | 13,511 |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
|  | As of December 31, 2025 |
|  | Carrying amount $ |  |  | Fair value $ |  |  | Fair value measurement using |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 6,779,040 |  |  | $ | 6,779,040 |  |  | $ | 6,779,040 |  |  | $ | - |  |  | $ | - |
Investment in preferred securities |  |  | 1,450,000 |  |  |  | 1,450,000 |  |  |  | - |  |  |  | - |  |  |  | 1,450,000 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred consideration |  |  | 3,000,000 |  |  |  | 3,000,000 |  |  |  | 3,000,000 |  |  |  | - |  |  |  | - |
Public warrants |  |  | 10,896 |  |  |  | 10,896 |  |  |  | 10,896 |  |  |  | - |  |  |  | - |
Private placement warrants |  |  | 14 |  |  |  | 14 |  |  |  | - |  |  |  | - |  |  |  | 14 |
PIPE warrants |  |  | 280 |  |  |  | 280 |  |  |  | - |  |  |  | - |  |  |  | 280 |
Abaca warrants |  |  | 28,430 |  |  |  | 28,430 |  |  |  | - |  |  |  | - |  |  |  | 28,430 |
The change in the liability measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value are presented in the following table Schedule of Fair Value Assets Measured on Recurring Basis
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |
|  | For The Three Months Ended March 31, 2026 |
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |
Balance, January 1, 2026 |  | $ | 280 |  |  | $ | 28,430 |  |  | $ | 14 |
Fair value adjustment |  |  | (231 | ) |  |  | (14,919 | ) |  |  | (12 | )
Balance, March 31, 2026 |  | $ | 49 |  |  | $ | 13,511 |  |  | $ | 2 |
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |  |  | Third anniversary payment consideration |  |  | Forward Purchase Derivative |
|  | For The Three Months Ended March 31, 2025 |
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |  |  | Third anniversary payment consideration |  |  | Forward Purchase Derivative |
Balance, January 1, 2025 |  | $ | 79,512 |  |  | $ | 1,024,900 |  |  | $ | 9,632 |  |  | $ | 322,000 |  |  | $ | 7,309,580 |
Fair value adjustment |  |  | (71,918 | ) |  |  | (795,652 | ) |  |  | (9,110 | ) |  |  | (161,000 | ) |  |  | - |
Balance, March 31, 2025 |  | $ | 7,594 |  |  | $ | 229,248 |  |  | $ | 522 |  |  | $ | 161,000 |  |  | $ | 7,309,580 |
As of March 31, 2026 and December 31, 2025, the fair market value of the private placement warrants, Abaca warrants and PIPE warrants, were based on Black-Scholes Merton option pricing model. As of March 31, 2026 and December 31, 2025, there were no changes in the classification of financial instruments within Level 2 and Level 3 of the fair value hierarchy. The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the private placement warrants, PIPE warrants, and Abaca warrants as of their measurement dates: Schedule of Level 3 Fair Value Measurements Inputs
|  | PIPE Warrants |  |  | Private Warrants |  |  | Abaca Warrants |  |  | PIPE Warrants |  |  | Private Warrants |  |  | Abaca Warrants |
|  | As of March 31, 2026 |  |  | As of December 31, 2025 |
|  | PIPE Warrants |  |  | Private Warrants |  |  | Abaca Warrants |  |  | PIPE Warrants |  |  | Private Warrants |  |  | Abaca Warrants |
Exercise price |  | $ | 100 |  |  | $ | 230 |  |  | $ | 40 |  |  | $ | 100 |  |  | $ | 230.00 |  |  | $ | 40.00 |
Share price |  | $ | 0.83 |  |  | $ | 0.83 |  |  | $ | 0.83 |  |  | $ | 1.06 |  |  | $ | 1.06 |  |  | $ | 1.06 |
Expected term (years) |  |  | 1.49 |  |  |  | 1.49 |  |  |  | 2.57 |  |  |  | 1.7 |  |  |  | 1.7 |  |  |  | 2.8 |
Volatility |  |  | 115 | % |  |  | 115 | % |  |  | 115 | % |  |  | 115 | % |  |  | 115 | % |  |  | 115 | %
Risk-free rate |  |  | 3.7 | % |  |  | 3.7 | % |  |  | 3.7 | % |  |  | 3.5 | % |  |  | 3.5 | % |  |  | 3.5 | %
| Note 17 - Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows:
| ○ | Level 1 - Observable, unadjusted quoted prices in active markets
| ○ | Level 2 - Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability
| ○ | Level 3 - Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions
The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. Assets and Liabilities Reported at Fair Value on a Recurring Basis Public Warrants: Public warrants are recorded at fair value on a recurring basis. The Company obtains exchange traded price, of Level 1 inputs, based on observable data to value these warrants. Private Placement Warrants: Private Placement Warrants are recorded at fair value on a recurring basis based upon an internal Company assessed value of these derivatives with Level 3 inputs, which are derived from the Black-Scholes model. PIPE Warrants: PIPE Warrants are recorded at fair value on a recurring basis based upon an internal Company assessed value of these derivatives with Level 3 inputs, which are derived from the Black-Scholes model. Abaca Warrants: Abaca Warrants are recorded at fair value on a recurring basis. The Company assessed the value of these derivatives with Level 3 inputs. Level 3 inputs, based on unobservable data derived from the Black-Scholes model. Third anniversary payment consideration: The third anniversary payment consideration was classified as a derivative liability under ASC 815, Derivatives and Hedging, and was recorded at fair value on a recurring basis using Level 3 inputs. On October 3, 2025, the third anniversary payment of $1.5 million, which was due in October 2025, was settled in full through the issuance of 37,517 shares of Common Stock at a floor value of $40.00 per share at the Company’s election. As a result of this settlement, the liability was fully extinguished during the year ended December 31, 2025. Forward purchase option derivatives: Forward purchase option derivatives are recorded at fair value on a recurring basis. On September 30, 2025, all three FPA holders entered into Exchange and Cancellation Agreements with the Company, pursuant to which they irrevocably cancelled, waived, and terminated all of their rights under the FPA in exchange for shares of Series B Convertible Preferred Stock and Series B Warrants to purchase Class A Common Stock. This transaction extinguished the FPA derivative liability in its entirety and was accounted for as a debt extinguishment under ASC 405-20, resulting in a gain on extinguishment of $3.3 million recognized in Other Income (Expense) for the year ended December 31, 2025. The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy on December 31, 2025 and December 31, 2024: Schedule of Financial Assets and Liabilities Recorded at Fair Value
|  | December 31, 2025 |  |  | December 31, 2024 |
|  | Total Fair Value |  |  | Quoted Prices in Active Markets (Level 1) |  |  | Significant Other Unobservable Inputs (Level 3) |  |  | Total Fair Value |  |  | Quoted Prices in Active Markets (Level 1) |  |  | Significant Other Unobservable Inputs (Level 3) |
Description |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
PIPE warrants |  | $ | 280 |  |  | $ | - |  |  | $ | 280 |  |  | $ | 79,512 |  |  | $ | - |  |  | $ | 79,512 |
Public warrants |  |  | 10,896 |  |  |  | 10,896 |  |  |  | - |  |  |  | 246,445 |  |  |  | 246,445 |  |  |  | - |
Private placement warrants |  |  | 14 |  |  |  | - |  |  |  | 14 |  |  |  | 9,632 |  |  |  | - |  |  |  | 9,632 |
Abaca warrant |  |  | 28,430 |  |  |  | - |  |  |  | 28,430 |  |  |  | 1,024,900 |  |  |  | - |  |  |  | 1,024,900 |
Forward purchase derivative liability |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 7,309,580 |  |  |  | - |  |  |  | 7,309,580 |
Third anniversary payment consideration |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 322,000 |  |  |  | - |  |  |  | 322,000 |
Assets Measured at Fair Value on a Nonrecurring Basis Assets that are measured at fair value on a nonrecurring basis primarily comprises of property, plant and equipment, right-to-use assets, finite lived intangible assets and goodwill. The Company does not record these at fair value on a recurring basis, however, the carrying value of the assets may be reduced to fair value when the Company determines that impairment has occurred. As of December 31, 2024, the Company had no assets or liabilities measured at fair value on a non-recurring basis. During the year ended December 31, 2025, the Company recognized the ASC 460 stand-ready guarantee liability under the Second Amended CAA at fair value on a non-recurring basis upon initial recognition on October 1, 2025. This liability was measured at inception only and is not remeasured at fair value in subsequent reporting periods. The carrying amount as of December 31, 2025 was $2.1 million, reflecting the systematic release of the liability as the Company is progressively released from risk on the underlying loan portfolio. The fair value measurement for stand-ready guarantee liability was prepared internally by management using an insurance-pricing methodology, reflecting the premium that a knowledgeable, willing third-party surety or specialty insurer would charge to assume the indemnification obligation in an arm’s-length transaction, consistent with the market participant framework of ASC 820-10-35-9. The following table summarizes this non-recurring fair value measurement as of the initial recognition date: Schedule of Non-Recurring Fair Value Measurement
|  | December 31, 2025 |
|  | Carrying amount $ |  |  | Fair value $ |  |  | Fair value measurement using |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stand-ready guarantee liability |  | $ | 2,135,000 |  |  | $ | 2,135,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 2,135,000 |
Level 3 Measurement - Significant Unobservable Inputs The ASC 460 Guarantee liability was classified as Level 3 because its fair value was determined using significant unobservable inputs for which there is no active market. The following table summarizes the valuation methodology and significant unobservable inputs used in the Level 3 measurement: Schedule of Valuation Methodology and Significant Unobservable Inputs
Input |  | Value Used |  | Sensitivity
Probability of Default -Tranches A & B (Ratings 2-5, pooled) |  | 7.25%, derived from loan level analysis of the portfolio. |  | An increase raises fair value
Probability of Default - Tranche C (Rating 9, individually evaluated) |  | 35%, based on Rating 9 definition, past-maturity status, and personal guarantees |  | An increase raises fair value
Loss Given Default - Tranches A & B |  | 25.00% for Tranche A and 35% for Tranche B, inclusive of 13% cannabis-specific qualitative premium reflecting court access limitations, collateral possession restrictions, and refinancing risk |  | An increase raises fair value
Loss Given Default - Tranche C (uncollateralized gap) |  | 50%, representing the midpoint of the Rating 9 anticipated loss range applied to the uncollateralized exposure |  | An increase raises fair value
Stand-Ready Risk Premium |  | 120% loading applied to total expected loss, reflecting compensation for uncapped exposure, cannabis concentration risk, portfolio illiquidity, and six-year guarantee term commitment |  | An increase raises fair value
Discount Rate |  | 4.0% risk-free rate (6-year Treasury) |  | An increase reduces fair value
Weighted Average Payout Timing |  | Tranche A: 4 years; Tranche B: 3 years; Tranche C: 2 years; Stand-ready premium: 3 years - based on the portfolio’s contractual maturity profile |  | A longer weighted average payout timing reduces fair value
Fair Value of Financial Instruments The following tables present the carrying amounts and fair values of financial instruments on a non-recurring basis, by the level of valuation inputs in the fair value hierarchy, as of December 31, 2025 and December 31, 2024: Schedule of Carrying Amounts and Fair Values of Financial Instruments
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
|  | December 31, 2025 |
|  | Carrying amount $ |  |  | Fair value $ |  |  | Fair value measurement using |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 6,779,040 |  |  | $ | 6,779,040 |  |  | $ | 6,779,040 |  |  | $ | - |  |  | $ | - |
Forward purchase agreement |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Investment in preferred securities |  |  | 1,450,000 |  |  |  | 1,450,000 |  |  |  | - |  |  |  | - |  |  |  | 1,450,000 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred consideration |  |  | 3,000,000 |  |  |  | 3,000,000 |  |  |  | 3,000,000 |  |  |  | - |  |  |  | - |
Public warrants |  |  | 10,896 |  |  |  | 10,896 |  |  |  | 10,896 |  |  |  | - |  |  |  | - |
Private placement warrants |  |  | 14 |  |  |  | 14 |  |  |  | - |  |  |  | - |  |  |  | 14 |
PIPE warrants |  |  | 280 |  |  |  | 280 |  |  |  | - |  |  |  | - |  |  |  | 280 |
Abaca warrants |  |  | 28,430 |  |  |  | 28,430 |  |  |  | - |  |  |  | - |  |  |  | 28,430 |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
|  | December 31, 2024 |
|  | Carrying amount $ |  |  | Fair value $ |  |  | Fair value measurement using |
|  |  |  |  |  |  |  | Level 1 $ |  |  | Level 2 $ |  |  | Level 3 $ |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 2,324,647 |  |  | $ | 2,324,647 |  |  | $ | 2,324,647 |  |  | $ | - |  |  | $ | - |
Forward purchase agreement |  |  | 4,584,221 |  |  |  | 4,584,221 |  |  |  | 4,584,221 |  |  |  | - |  |  |  | - |
Loans |  |  | 360,552 |  |  |  | 359,505 |  |  |  | - |  |  |  | - |  |  |  | 359,505 |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deferred consideration |  |  | 3,016,343 |  |  |  | 3,016,343 |  |  |  | 3,016,343 |  |  |  | - |  |  |  | - |
Senior secured promissory note |  |  | 11,004,173 |  |  |  | 10,221,652 |  |  |  | - |  |  |  | - |  |  |  | 10,221,652 |
Public warrants |  |  | 246,445 |  |  |  | 246,445 |  |  |  | 246,445 |  |  |  | - |  |  |  | - |
Private placement warrants |  |  | 9,632 |  |  |  | 9,632 |  |  |  | - |  |  |  | - |  |  |  | 9,632 |
PIPE warrants |  |  | 79,512 |  |  |  | 79,512 |  |  |  | - |  |  |  | - |  |  |  | 79,512 |
Abaca warrants |  |  | 1,024,900 |  |  |  | 1,024,900 |  |  |  | - |  |  |  | - |  |  |  | 1,024,900 |
Third anniversary payment consideration |  |  | 322,000 |  |  |  | 322,000 |  |  |  | - |  |  |  | - |  |  |  | 322,000 |
Forward purchase derivative |  |  | 7,309,580 |  |  |  | 7,309,580 |  |  |  | - |  |  |  | - |  |  |  | 7,309,580 |
The change in the liability measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value are presented in the following table: Schedule of Fair Value Assets Measured on Recurring Basis
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |  |  | Third anniversary payment consideration |  |  | Forward Purchase Derivative |
|  | For the Year Ended December 31, 2025 |  |  |  |
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |  |  | Third anniversary payment consideration |  |  | Forward Purchase Derivative |
Balance, January 1, 2025 |  | $ | 79,512 |  |  | $ | 1,024,900 |  |  | $ | 9,632 |  |  | $ | 322,000 |  |  | $ | 7,309,580 |
Fair value adjustment |  |  | (79,232 | ) |  |  | (996,470 | ) |  |  | (9,618 | ) |  |  | (63,133 | ) |  |  | - |
Exchanged for Common Stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 258,867 |  |  |  | - |
Exchanged for Series B Convertible Preferred Stock and Series B Warrants |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (7,309,580 | )
Balance, December 31, 2025 |  | $ | 280 |  |  | $ | 28,430 |  |  | $ | 14 |  |  | $ | - |  |  | $ | - |
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |  |  | Third anniversary payment consideration |  |  | Forward Purchase Derivative |
|  | For the Year ended December 31, 2024 |  |  |  |
|  | PIPE Warrants |  |  | Abaca Warrant |  |  | Private Placement Warrants |  |  | Third anniversary payment consideration |  |  | Forward Purchase Derivative |
Balance, January 1, 2024 |  | $ | 273,124 |  |  | $ | 3,384,085 |  |  | $ | 25,070 |  |  | $ | 810,000 |  |  | $ | 7,309,580 |
Beginning balance |  | $ | 273,124 |  |  | $ | 3,384,085 |  |  | $ | 25,070 |  |  | $ | 810,000 |  |  | $ | 7,309,580 |
Fair value adjustment |  |  | (193,612 | ) |  |  | (2,359,185 | ) |  |  | (15,438 | ) |  |  | (488,000 | ) |  |  | - |
Balance, December 31, 2024 |  | $ | 79,512 |  |  |  | 1,024,900 |  |  | $ | 9,632 |  |  | $ | 322,000 |  |  | $ | 7,309,580 |
Ending balance |  | $ | 79,512 |  |  |  | 1,024,900 |  |  | $ | 9,632 |  |  | $ | 322,000 |  |  | $ | 7,309,580 |
As of December 31, 2025 and on December 31, 2024, the fair market of the private placement warrants, Abaca warrants and PIPE warrants, were based on Black-Scholes Merton option pricing model. The valuation was performed by the Company as of December 31, 2025, and by a third-party prior for prior periods. During the year ended December 31, 2025 and December 31, 2024, there were no changes in the classification of financial instruments within Level 2 and Level 3 of the fair value hierarchy. The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the private placement warrants, public warrants, third anniversary payment consideration and Abaca warrants as of their measurement dates: Schedule of Level 3 Fair Value Measurements Inputs
|  | PIPE Warrants |  |  | Private Warrants |  |  | Third Anniversary Payment Consideration |  |  | Abaca Warrants |  |  | PIPE Warrants |  |  | Private Warrants |  |  | Third Anniversary Payment Consideration |  |  | Abaca Warrants |
|  | As on December 31, 2025 |  |  |  |  |  | As on December 31, 2024 |  |  |  |
|  | PIPE Warrants |  |  | Private Warrants |  |  | Third Anniversary Payment Consideration |  |  | Abaca Warrants |  |  | PIPE Warrants |  |  | Private Warrants |  |  | Third Anniversary Payment Consideration |  |  | Abaca Warrants |
Exercise price |  | $ | 100 |  |  | $ | 230.00 |  |  | $ | - |  |  | $ | 40.00 |  |  | $ | 100.00 |  |  | $ | 230.00 |  |  | $ | - |  |  | $ | 40.00 |
Share price |  | $ | 1.06 |  |  | $ | 1.06 |  |  | $ | - |  |  | $ | 1.06 |  |  | $ | 9.00 |  |  | $ | 9.00 |  |  | $ | 9.00 |  |  | $ | 9.00 |
Expected term (years) |  |  | 1.7 |  |  |  | 1.7 |  |  |  | - |  |  |  | 2.8 |  |  |  | 2.7 |  |  |  | 2.7 |  |  |  | 0.8 |  |  |  | 3.87 |
Volatility |  |  | 115 | % |  |  | 115 | % |  |  | - |  |  |  | 115 | % |  |  | 103 | % |  |  | 103 | % |  |  | 103 | % |  |  | 103 | %
Risk-free rate |  |  | 3.5 | % |  |  | 3.5 | % |  |  | - |  |  |  | 3.5 | % |  |  | 4.3 | % |  |  | 4.3 | % |  |  | 4.3 | % |  |  | 4.3 | %
Measurement input |  |  | 3.5 | % |  |  | 3.5 | % |  |  | - |  |  |  | 3.5 | % |  |  | 4.3 | % |  |  | 4.3 | % |  |  | 4.3 | % |  |  | 4.3 | %
On October 3, 2025, the Company issued 37,517 shares of Common Stock to the Abaca shareholders as part of the third anniversary consideration payment under the acquisition agreement (see Note 3), valued at $0.3 million.

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- Definition The entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/825/tableOfContent + Details
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