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FAIR VALUE MEASUREMENTS | 9 Months Ended
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Sep. 30, 2025
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. SCHEDULE OF ASSETS AND LIABILITIES THAT ARE MEASURED AT FAIR VALUE ON A RECURRING BASIS
|  |  |  |  | Quoted Prices in Active Markets |  |  | Significant Other Observable Inputs |  |  | Significant Other Unobservable Inputs |
September 30, 2025 |  | Level |  |  | (Level 1) |  |  | (Level 2) |  |  | (Level 3) |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible Notes |  |  | 3 |  |  | $ | - |  |  | $ | - |  |  | $ | 995,891 |
Forward Purchase Agreement liabilities |  |  | 3 |  |  |  | - |  |  |  | - |  |  |  | 9,901 |
Derivative liability |  |  | 3 |  |  | $ | - |  |  | $ | - |  |  | $ | 3,554,265 |
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Convertible Notes |  |  | 3 |  |  | $ | - |  |  | $ | - |  |  | $ | 3,617,508 |
Loan and Transfer note payable |  |  | 3 |  |  |  | - |  |  |  | - |  |  |  | 499,214 |
Forward Purchase Agreement liabilities |  |  | 3 |  |  | $ | - |  |  | $ | - |  |  | $ | 49,285 |
Convertible Notes As discussed in Note 9 - Convertible Notes, the convertible notes are classified and accounted for as a financial liability of which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10). The Financial Liabilities are valued under a Monte Carlo Model. The estimated fair value of the Financial Liabilities Component is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The key inputs of the models used to value the Company’s convertible notes as of September 30, 2025 were: SCHEDULE OF CONVERTIBLE NOTES
Inputs |  | September 30, 2025 |
Term Remaining - Years |  |  | 0.68 |
Share Price |  | $ | 0.21 |
Debt Rate |  |  | 11.78 | %
The change in the fair value of the convertible notes measured using Level 3 inputs is summarized as follows: SCHEDULE OF FAIR VALUE OF THE CONVERTIBLE NOTES
|  | For the Nine Months ended September 30, 2025 |
Balance, December 31, 2024 |  | $ | - |
Convertible notes |  |  | - |
Fair value at issuance |  |  | 3,000,000 |
Paid in kind Interest |  |  | 193,950 |
OID amortized |  |  | 637,606 |
Repayment of Note |  |  | (3,032,645 | )
Change in fair value |  |  | 196,980 |
Balance, September 30, 2025 |  | $ | 995,891 |
Convertible notes |  |  | 995,891 |
Forward purchase agreement liabilities As discussed in Note 12 - Commitment and Contingencies, the forward purchase agreement is classified and accounted for as a financial liability which will be measured at fair value on a recurring basis (one of the instruments is accounted for at fair value on a recurring basis under ASC 480-10, as a derivative instrument under ASC 815, or at fair value under the fair value option in ASC 825-10); The forward purchase agreements liabilities are valued under a Probability Weighted Expected Return Model (“PWERM”) which fair values repayable capital investment and used a Black Scholes Model that fair values the conversion features within the convertible debt. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes. The estimated fair value of the forward purchase agreements liabilities is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. There were no draws for the nine months ended September 30, 2025; therefore, no valuation was required. The change in the fair value of the forward purchase agreement measured using Level 3 inputs is summarized as follows: SCHEDULE OF FAIR VALUE OF THE FORWARD PURCHASE AGREEMENT
Balance, December 31, 2024 |  | $ | - |
Assumed in Reverse Acquisition |  |  | 49,034 |
Change in fair value |  |  | 269 |
Forward purchase agreement at March 31, 2025 |  |  | 49,303 |
Change in fair value |  |  | (18 | )
Forward purchase agreement at June 30, 2025 |  |  | 49,285 |
Change in fair value |  |  | (39,384 | )
Forward purchase agreement at September 30, 2025 |  | $ | 9,901 |
Derivative liability As discussed in Note 9 - Convertible Notes, the Company accounted for the August 2025 Notes under ASC 470 “Debt” and ASC 815 “Derivatives and Hedging” and concluded that bifurcation of multiple embedded features was necessary under ASC 815-15-25-1. As a result, the Company separately accounted for as a single compound derivative. The initial fair value of $4,101,583 the derivative liability at issuance was estimated using a Monte Carlo Model. For the three and nine months ended September 30, 2025, change in fair value of the derivative liability of $547,318 was recorded as an income on the condensed consolidated statements of operations. At September 30, 2025, the fair value of the derivative of $3,554,265 was included in derivative liability on the condensed consolidated balance sheets. The key inputs of the models used to value the Company’s derivative liabilities as of September 30, 2025 were: SCHEDULE OF SUBSCRIPTION FINANCIAL LIABILITIES
Inputs |  | September 30, 2025 |
Term Remaining - Years |  |  | 0.39 - 0.50 |
Share Price |  | $ | 0.21- $0.47 |
Risk Free Rate |  |  | 3.88% - 4.11 | %
The change in the fair value of the derivative liability measured using Level 3 inputs is summarized as follows: Summary of Change in Fair Value of Derivative Liability
|  | For the nine months ended September 30, 2025 |
Balance, December 31, 2024 |  | $ | - |
Derivative liability |  |  | - |
Initial recognition |  |  | 4,101,583 |
Change in fair value |  |  | (547,318 | )
Derivative liability at September 30, 2025 |  | $ | 3,554,265 |
Derivative liability |  |  | 3,554,265 |

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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/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: 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 3: 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 4: 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 5: 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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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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