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Correction of Errors in Previously Reported Consolidated Financial Statements (Tables) | 3 Months Ended | 12 Months Ended
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Mar. 31, 2026 | Dec. 31, 2025
Correction of Errors in Previously Reported Consolidated Financial Statements [Abstract] |  |
Schedule of Previously Reported Condensed Consolidated and Combined Balance Sheet |  | The impact of the restatement on the previously reported condensed consolidated and combined balance sheet as of March 31, 2024, is as follows:
|  | March 31, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
Stockholders’ Equity (Deficit): |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding |  | $ | — |  |  | $ | — |  |  | $ | — |
Common stock; $0.0001 par value; 300,000,000 shares authorized; 1,738,005 issued and outstanding as of March 31, 2024 |  |  | 8,689 |  |  |  | — |  |  |  | 8,689 |
Additional paid-in capital |  |  | 79,158,563 |  |  |  | 2,769,719 |  |  |  | 81,928,282 |
Stock subscription receivable |  |  | (80,241 | ) |  |  | — |  |  |  | (80,241 | )
Accumulated Deficit |  |  | (119,717,769 | ) |  |  | (2,769,719 | ) |  |  | (122,487,488 | )
Total Stockholders’ Equity (Deficit) |  | $ | (40,630,758 | ) |  | $ | — |  |  | $ | (40,630,758 | )
The impact of the restatement on the previously reported condensed consolidated and combined balance sheet as of June 30, 2024, is as follows:
|  | June 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
Stockholders’ Equity (Deficit): |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock; $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding |  | $ | — |  |  | $ | — |  |  | $ | — |
Common stock; $0.0001 par value; 300,000,000 shares authorized; 1,742,004 issued and outstanding as of June 30, 2024 |  |  | 8,709 |  |  |  | — |  |  |  | 8,709 |
Additional paid-in capital |  |  | 79,610,239 |  |  |  | 2,873,709 |  |  |  | 82,483,948 |
Stock subscription receivable |  |  | (80,241 | ) |  |  | — |  |  |  | (80,241 | )
Accumulated Deficit |  |  | (97,699,353 | ) |  |  | (2,873,709 | ) |  |  | (100,573,062 | )
Total Stockholders’ Equity (Deficit) |  | $ | (18,160,646 | ) |  | $ | — |  |  | $ | (18,160,646 | )
The impact of the restatement on the previously reported condensed consolidated and combined balance sheet as of September 30, 2024, is as follows:
|  | September 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
Stockholders’ Equity (Deficit): |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock; $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding |  | $ | — |  |  | $ | — |  |  | $ | — |
Common stock; $0.0001 par value; 300,000,000 shares authorized; 2,346,815 issued and outstanding as of September 30, 2024 |  |  | 11,733 |  |  |  | — |  |  |  | 11,733 |
Additional paid-in capital |  |  | 85,617,896 |  |  |  | 8,350,845 |  |  |  | 93,968,741 |
Stock subscription receivable |  |  | (80,241 | ) |  |  | (2,395,919 | ) |  |  | (2,476,160 | )
Accumulated Deficit |  |  | (104,336,032 | ) |  |  | (5,954,926 | ) |  |  | (110,290,958 | )
Total Stockholders’ Equity (Deficit) |  | $ | (18,786,644 | ) |  | $ | — |  |  | $ | (18,786,644 | )
The impact of the restatement on the consolidated and combined balance sheet as of December 31, 2024, is as follows:
|  | December 31, 2024
|  | As Reported |  | Adjustments |  | As Restated
Stockholders’ Equity (Deficit): |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock; $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding |  | $ | — |  |  | $ | — |  |  | $ | — |
Common stock; $0.0001 par value; 300,000,000 shares authorized; 2,633,956 issued and outstanding as of December 31, 2024 |  |  | 13,169 |  |  |  | — |  |  |  | 13,169 |
Additional paid-in capital |  |  | 93,045,581 |  |  |  | 8,953,375 |  |  |  | 101,998,956 |
Stock subscription receivable |  |  | (80,241 | ) |  |  | (2,465,345 | ) |  |  | (2,545,586 | )
Accumulated Deficit |  |  | (115,880,509 | ) |  |  | (6,488,030 | ) |  |  | (122,368,539 | )
Total Stockholders’ Equity (Deficit) |  | $ | (22,902,000 | ) |  | $ | — |  |  | $ | (22,902,000 | )
Schedule of Previously Reported Condensed Consolidated and Combined Statements of Operations |  | The impact of the restatement on the previously reported condensed consolidated and combined statement of operations for the three months ended March 31, 2024, is as follows:
|  | March 31, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  | $ | (8,182,500 | ) |  | $ | — |  |  | $ | (8,182,500 | )
Loss on issuance of Common Stock and Warrants |  |  | (17,820,998 | ) |  |  | (2,769,719 | ) |  |  | (20,590,717 | )
Interest income |  |  | 311 |  |  |  | — |  |  |  | 311 |
Interest expense |  |  | (3,739 | ) |  |  | — |  |  |  | (3,739 | )
Other income (expense) |  |  | (1 | ) |  |  | — |  |  |  | (1 | )
Total other expense |  |  | (26,006,927 | ) |  |  | (2,769,719 | ) |  |  | (28,776,646 | )
Net loss before income tax provision |  |  | (29,766,263 | ) |  |  | (2,769,719 | ) |  |  | (32,535,982 | )
Income tax provision |  |  | — |  |  |  | — |  |  |  | — |
Net loss |  | $ | (29,766,263 | ) |  | $ | (2,769,719 | ) |  | $ | (32,535,982 | )
Weighted average shares outstanding, basic and diluted |  |  | 1,563,968 |  |  |  | 24,839 |  |  |  | 1,588,807 |
Basic and diluted net loss per share |  | $ | (19.03 | ) |  | $ | — |  |  | $ | (20.48 | )
The impact of the restatement on the previously reported condensed consolidated and combined statement of operations for the six months ended June 30, 2024, is as follows:
|  | For the Six Months Ended June 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  | $ | 16,784,200 |  |  | $ | (103,990 | ) |  | $ | 16,680,210 |
Loss on issuance of Common Stock and Warrants |  |  | (17,820,998 | ) |  |  | (2,769,719 | ) |  |  | (20,590,717 | )
Interest income |  |  | 482 |  |  |  | — |  |  |  | 482 |
Interest expense |  |  | (22,923 | ) |  |  | — |  |  |  | (22,923 | )
Other income (expense) |  |  | 4,037 |  |  |  | — |  |  |  | 4,037 |
Total other income (expense) |  |  | (1,055,202 | ) |  |  | (2,873,709 | ) |  |  | (3,928,911 | )
Net income (loss) before income tax provision |  |  | (7,747,847 | ) |  |  | (2,873,709 | ) |  |  | (10,621,556 | )
Income tax provision |  |  | — |  |  |  | — |  |  |  | — |
Net Income (loss) |  | $ | (7,747,847 | ) |  | $ | (2,873,709 | ) |  | $ | (10,621,556 | )
Weighted average number of shares of common stock outstanding, basic |  |  | 1,651,120 |  |  |  | 62,547 |  |  |  | 1,713,667 |
Basic net income (loss) per share of common stock |  | $ | (4.69 | ) |  | $ | — |  |  | $ | (6.20 | )
The impact of the restatement on the condensed consolidated and combined statement of operations for the three months ended June 30, 2024 is as follows:
|  | For the Three Months Ended June 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  | $ | 24,966,700 |  |  | $ | (103,990 | ) |  | $ | 24,862,710 |
Loss on issuance of Common Stock and Warrants |  |  | — |  |  |  | — |  |  |  | — |
Interest income |  |  | 171 |  |  |  | — |  |  |  | 171 |
Interest expense |  |  | (19,184 | ) |  |  | — |  |  |  | (19,184 | )
Other income (expense) |  |  | 4,038 |  |  |  | — |  |  |  | 4,038 |
Total other income (expense) |  |  | 24,951,725 |  |  |  | (103,990 | ) |  |  | 24,847,735 |
Net income (loss) before income tax provision |  |  | 22,018,416 |  |  |  | (103,990 | ) |  |  | 21,914,426 |
Income tax provision |  |  | — |  |  |  | — |  |  |  | — |
Net Income (loss) |  | $ | 22,018,416 |  |  | $ | (103,990 | ) |  | $ | 21,914,426 |
Weighted average number of shares of common stock outstanding, basic |  |  | 1,738,272 |  |  |  | 100,255 |  |  |  | 1,838,527 |
Basic net income (loss) per share of common stock |  | $ | 12.67 |  |  | $ | — |  |  | $ | 11.92 |
Diluted net income (loss) |  | $ | 22,018,416 |  |  | $ | (12,029,950 | ) |  | $ | 9,884,476 |
Weighted average number of shares of common stock outstanding, diluted |  |  | 1,923,190 |  |  |  | 50,191 |  |  |  | 1,973,381 |
Diluted net income (loss) per share of common stock |  | $ | 11.45 |  |  | $ | — |  |  | $ | 5.01 |
The impact of the restatement on the previously reported condensed consolidated and combined statement of operations for the nine months ended September 30, 2024, is as follows:
|  | For the Nine Months Ended September 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  | $ | 24,017,035 |  |  | $ | (2,433,060 | ) |  | $ | 21,583,975 |
Loss on issuance of Common Stock and Warrants |  |  | (27,475,797 | ) |  |  | (3,521,866 | ) |  |  | (30,997,663 | )
Interest income |  |  | 2,055 |  |  |  | — |  |  |  | 2,055 |
Interest expense |  |  | (45,833 | ) |  |  | — |  |  |  | (45,833 | )
Other income (expense) |  |  | 3,665 |  |  |  | — |  |  |  | 3,665 |
Total other income (expense) |  |  | (3,498,875 | ) |  |  | (5,954,926 | ) |  |  | (9,453,801 | )
Net income (loss) before income tax provision |  |  | (14,384,526 | ) |  |  | (5,954,926 | ) |  |  | (20,339,452 | )
Income tax provision |  |  | — |  |  |  | — |  |  |  | — |
Net Income (loss) |  | $ | (14,384,526 | ) |  | $ | (5,954,926 | ) |  | $ | (20,339,452 | )
Weighted average number of shares of common stock outstanding, basic |  |  | 1,764,630 |  |  |  | 113,833 |  |  |  | 1,878,463 |
Basic net income (loss) per share of common stock |  | $ | (8.15 | ) |  | $ | — |  |  | $ | (10.83 | )
The impact of the restatement on the condensed consolidated and combined statement of operations for the three months ended September 30, 2024 is as follows:
|  | For the Three Months Ended September 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  | $ | 7,232,835 |  |  | $ | (2,329,070 | ) |  | $ | 4,903,765 |
Loss on issuance of Common Stock and Warrants |  |  | (9,654,799 | ) |  |  | (752,147 | ) |  |  | (10,406,946 | )
Interest income |  |  | 1,573 |  |  |  | — |  |  |  | 1,573 |
Interest expense |  |  | (22,910 | ) |  |  | — |  |  |  | (22,910 | )
Other income (expense) |  |  | (372 | ) |  |  | — |  |  |  | (372 | )
Total other income (expense) |  |  | (2,443,673 | ) |  |  | (3,081,217 | ) |  |  | (5,524,890 | )
Net income (loss) before income tax provision |  |  | (6,636,679 | ) |  |  | (3,081,217 | ) |  |  | (9,717,896 | )
Income tax provision |  |  | — |  |  |  | — |  |  |  | — |
Net Income (loss) |  | $ | (6,636,679 | ) |  | $ | (3,081,217 | ) |  | $ | (9,717,896 | )
Weighted average number of shares of common stock outstanding, basic and diluted |  |  | 1,989,183 |  |  |  | 215,289 |  |  |  | 2,204,472 |
Basic and diluted net income (loss) per share of common stock |  | $ | (3.34 | ) |  | $ | — |  |  | $ | (4.41 | )
The impact of the restatement on the consolidated and combined statement of operations for the year ended December 31, 2024 is as follows:
|  | For the Year Ended December 31, 2024
|  | As Reported |  | Adjustments |  | As Restated
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of derivative liabilities |  | $ | 18,011,100 |  |  | $ | (5,735,883 | ) |  | $ | 12,275,217 |
Los on issuance of Common Stock and Warrants |  |  | (30,281,475 | ) |  |  | (752,147 | ) |  |  | (31,033,622 | )
Interest income |  |  | 13,806 |  |  |  | — |  |  |  | 13,806 |
Interest expense |  |  | (366,963 | ) |  |  | — |  |  |  | (366,963 | )
Other income (expense) |  |  | (5,934 | ) |  |  | — |  |  |  | (5,934 | )
Total other income (expense) |  |  | (12,629,466 | ) |  |  | (6,488,030 | ) |  |  | (19,117,496 | )
Net income (loss) before income tax provision |  |  | (25,929,003 | ) |  |  | (6,488,030 | ) |  |  | (32,417,033 | )
Income tax provision |  |  | — |  |  |  | — |  |  |  | — |
Net Income (loss) |  | $ | (25,929,003 | ) |  | $ | (6,488,030 | ) |  | $ | (32,417,033 | )
Weighted average number of shares of common stock outstanding, basic and diluted |  |  | 1,993,662 |  |  |  | 58,046 |  |  |  | 2,051,708 |
Basic and diluted net income (loss) per share of common stock |  | $ | (13.01 | ) |  | $ | — |  |  | $ | (15.80 | )
Schedule of Previously Reported Condensed consolidated and Combined Statement of Changes in Stockholders’ (Deficit) Equity |  | The impact of the restatement on the previously reported condensed consolidated and combined statement of changes in stockholders’ (deficit) equity for the three months ended March 31, 2024, is as follows:
|  | Three Months Ended March 31, 2024 (Unaudited)
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Total Stockholders’ Equity (Deficit)
As Reported |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  | (25,445,506 | ) |  |  | 3,412,459 |
Convertible note – stock issuance loss |  |  | — |  |  | — |  |  |  | — |
Net loss |  |  | — |  |  | (29,766,263 | ) |  |  | (29,766,263 | )
Balance at March 31, 2024 |  | $ | 79,158,563 |  | $ | (119,717,769 | ) |  | $ | (40,630,758 | )
Adjustments |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | — |  |  | — |  |  |  | — |
Convertible note – stock issuance loss |  |  | 2,769,719 |  |  | — |  |  |  | 2,769,719 |
Net loss |  |  | — |  |  | (2,769,719 | ) |  |  | (2,769,719 | )
Balance at March 31, 2024 |  | $ | 2,769,719 |  | $ | (2,769,719 | ) |  | $ | — |
As Restated |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  | (25,445,506 | ) |  |  | 3,412,459 |
Convertible note – stock issuance loss |  |  | 2,769,719 |  |  | — |  |  |  | 2,769,719 |
Net loss |  |  | — |  |  | (32,535,982 | ) |  |  | (32,535,982 | )
Balance at March 31, 2024 |  | $ | 81,928,282 |  | $ | (122,487,488 | ) |  | $ | (40,630,758 | )
The impact of the restatement on the previously reported condensed consolidated and combined statement of changes in stockholders’ (deficit) equity for the three and six months ended June 30, 2024, is as follows:
|  | For the Three and Six Months Ended June 30, 2024 (Unaudited)
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stockholders’ Equity (Deficit)
As Reported |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  | (25,445,506 | ) |  |  | 3,412,459 |
Convertible note – stock issuance loss |  |  | — |  |  | — |  |  |  | — |
Net Loss |  |  | — |  |  | (29,766,263 | ) |  |  | (29,766,263 | )
Balance at March 31, 2024 |  |  | 79,158,563 |  | $ | (119,717,769 | ) |  |  | (40,630,758 | )
Shares issued from exercise of Series B Warrants |  |  | 14 |  |  | — |  |  |  | 34 |
Net Income |  |  | — |  |  | 22,018,416 |  |  |  | 22,018,416 |
Balance at June 30, 2024 |  | $ | 79,610,239 |  | $ | (97,699,353 | ) |  | $ | (18,160,646 | )
Adjustments |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | — |  |  | — |  |  |  | — |
Convertible note – stock issuance loss |  |  | 2,769,719 |  |  | — |  |  |  | 2,769,719 |
Net Loss |  |  | — |  |  | (2,769,719 | ) |  |  | (2,769,719 | )
Balance at March 31, 2024 |  |  | 2,769,719 |  |  | (2,769,719 | ) |  |  | — |
Shares issued from exercise of Series B Warrants |  |  | 103,990 |  |  | — |  |  |  | 103,990 |
Net Loss |  |  | — |  |  | (103,990 | ) |  |  | (103,990 | )
Balance at June 30, 2024 |  | $ | 103,990 |  | $ | (103,990 | ) |  | $ | — |
As Restated |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  | (25,445,506 | ) |  |  | 3,412,459 |
Convertible note – stock issuance loss |  |  | 2,769,719 |  |  | — |  |  |  | 2,769,719 |
Net Loss |  |  | — |  |  | (32,535,982 | ) |  |  | (32,535,982 | )
Balance at March 31, 2024 |  |  | 81,928,282 |  |  | (122,487,488 | ) |  |  | (40,630,758 | )
Shares issued from exercise of Series B Warrants |  |  | 104,004 |  |  | — |  |  |  | 104,024 |
Net Income |  |  | — |  |  | 21,914,426 |  |  |  | 21,914,426 |
Balance at June 30, 2024 |  | $ | 82,483,948 |  | $ | (100,573,062 | ) |  | $ | (18,160,646 | )
The impact of the restatement on the previously reported condensed consolidated and combined statement of changes in stockholders’ (deficit) equity for the three and nine months ended September 30, 2024, is as follows:
|  |  |  | For the Three and Nine Months Ended September 30, 2024 (Unaudited)
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stock Subscription Receivable |  | Stockholders’ Equity (Deficit)
As Reported |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  |  | (25,445,506 | ) |  |  | — |  |  |  | 3,412,459 |
Convertible note – stock issuance loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Loss |  |  | — |  |  |  | (29,766,263 | ) |  |  | — |  |  |  | (29,766,263 | )
Balance at March 31, 2024 |  |  | 79,158,563 |  |  |  | (119,717,769 | ) |  |  | (80,241 | ) |  |  | (40,630,758 | )
Shares issued from exercise of Series B Warrants |  |  | 14 |  |  |  | — |  |  |  | — |  |  |  | 34 |
Net Income |  |  | — |  |  |  | 22,018,416 |  |  |  | — |  |  |  | 22,018,416 |
Balance at June 30, 2024 |  |  | 79,610,239 |  |  |  | (97,699,353 | ) |  |  | (80,241 | ) |  |  | (18,160,646 | )
Shares issued from exercise of Series A Warrants |  |  | 162,007 |  |  |  | — |  |  |  | — |  |  |  | 162,054 |
Shares issued from exercise of Series B Warrants |  |  | 1,370 |  |  |  | — |  |  |  | — |  |  |  | 1,886 |
Issuance of common stock for Forward Purchase Agreement |  |  | (954 | ) |  |  | — |  |  |  | — |  |  |  | — |
Forward Purchase Agreement – subscription receivable discount |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Loss |  |  | — |  |  |  | (6,636,679 | ) |  |  | — |  |  |  | (6,636,679 | )
Balance at September 30, 2024 |  | $ | 85,617,896 |  |  | $ | (104,336,032 | ) |  | $ | (80,241 | ) |  | $ | (18,786,644 | )
Adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Convertible note – stock issuance loss |  |  | 2,769,719 |  |  |  | — |  |  |  | — |  |  |  | 2,769,719 |
Net Loss |  |  | — |  |  |  | (2,769,719 | ) |  |  | — |  |  |  | (2,769,719 | )
Balance at March 31, 2024 |  |  | 2,769,719 |  |  |  | (2,769,719 | ) |  |  | — |  |  |  | — |
Shares issued from exercise of Series B Warrants |  |  | 103,990 |  |  |  | — |  |  |  | — |  |  |  | 103,990 |
Net Loss |  |  | — |  |  |  | (103,990 | ) |  |  | — |  |  |  | (103,990 | )
Balance at June 30, 2024 |  |  | 103,990 |  |  |  | (103,990 | ) |  |  | — |  |  |  | — |
Shares issued from exercise of Series A Warrants |  |  | 31,703 |  |  |  | — |  |  |  | — |  |  |  | 31,703 |
Shares issued from exercise of Series B Warrants |  |  | 2,297,367 |  |  |  | — |  |  |  | — |  |  |  | 2,297,367 |
Issuance of common stock for Forward Purchase Agreement |  |  | 3,124,379 |  |  |  | — |  |  |  | (2,372,232 | ) |  |  | 752,147 |
Forward Purchase Agreement – subscription receivable discount |  |  | 23,687 |  |  |  | — |  |  |  | (23,687 | ) |  |  | — |
|  |  |  | For the Three and Nine Months Ended September 30, 2024 (Unaudited)
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stock Subscription Receivable |  | Stockholders’ Equity (Deficit)
Net Loss |  |  | — |  |  | (3,081,217 | ) |  |  | — |  |  |  | (3,081,217 | )
Balance at September 30, 2024 |  | $ | 5,477,136 |  | $ | (3,081,217 | ) |  | $ | (2,395,919 | ) |  | $ | — |
As Restated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  | (25,445,506 | ) |  |  | — |  |  |  | 3,412,459 |
Convertible note – stock issuance loss |  |  | 2,769,719 |  |  | — |  |  |  | — |  |  |  | 2,769,719 |
Net Loss |  |  | — |  |  | (32,535,982 | ) |  |  | — |  |  |  | (32,535,982 | )
Balance at March 31, 2024 |  |  | 81,928,282 |  |  | (122,487,488 | ) |  |  | (80,241 | ) |  |  | (40,630,758 | )
Shares issued from exercise of Series B Warrants |  |  | 104,004 |  |  | — |  |  |  | — |  |  |  | 104,024 |
Net Income |  |  | — |  |  | 21,914,426 |  |  |  | — |  |  |  | 21,914,426 |
Balance at June 30, 2024 |  |  | 82,483,948 |  |  | (100,573,062 | ) |  |  | (80,241 | ) |  |  | (18,160,646 | )
Shares issued from exercise of Series A Warrants |  |  | 193,710 |  |  | — |  |  |  | — |  |  |  | 193,757 |
Shares issued from exercise of Series B Warrants |  |  | 2,298,737 |  |  | — |  |  |  | — |  |  |  | 2,299,253 |
Issuance of common stock for Forward Purchase Agreement |  |  | 3,123,425 |  |  | — |  |  |  | (2,372,232 | ) |  |  | 752,147 |
Forward Purchase Agreement – subscription receivable discount |  |  | 23,687 |  |  | — |  |  |  | (23,687 | ) |  |  | — |
Net Loss |  |  | — |  |  | (9,717,896 | ) |  |  | — |  |  |  | (9,717,896 | )
Balance at September 30, 2024 |  | $ | 93,968,741 |  | $ | (110,290,958 | ) |  | $ | (2,476,160 | ) |  | $ | (18,786,644 | )
The impact of the restatement on the consolidated and combined statement of changes in stockholders’ (deficit) equity for the year ended December 31, 2024 is as follows:
|  | For the Year Ended December 31, 2024
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stock Subscription Receivable |  | Total Stockholders’ Equity (Deficit)
As Previously Reported |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  |  | (25,445,506 | ) |  |  | — |  |  |  | 3,412,459 |
Shares issued from exercise of Series A Warrants |  |  | 4,255,907 |  |  |  | — |  |  |  | — |  |  |  | 4,257,282 |
Shares issued from exercise of Series B Warrants |  |  | 1,384 |  |  |  | — |  |  |  | — |  |  |  | 1,959 |
Issuance of common stock for Forward Purchase Agreement |  |  | (954 | ) |  |  | — |  |  |  | — |  |  |  | — |
Forward Purchase Agreement – subscription receivable discount |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net Loss |  |  | — |  |  |  | (25,929,003 | ) |  |  | — |  |  |  | (25,929,003 | )
Balance at December 31, 2024 |  | $ | 93,045,581 |  |  | $ | (115,880,509 | ) |  | $ | (80,241 | ) |  | $ | (22,902,000 | )
|  | For the Year Ended December 31, 2024
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stock Subscription Receivable |  | Total Stockholders’ Equity (Deficit)
Adjustments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | — |  |  | — |  |  |  | — |  |  |  | — |
Shares issued from exercise of Series A Warrants |  |  | 3,065,913 |  |  | — |  |  |  | — |  |  |  | 3,065,913 |
Shares issued from exercise of Series B Warrants |  |  | 2,669,970 |  |  | — |  |  |  | — |  |  |  | 2,669,970 |
Issuance of common stock for Forward Purchase Agreement |  |  | 3,124,379 |  |  | — |  |  |  | (2,372,232 | ) |  |  | 752,147 |
Forward Purchase Agreement – subscription receivable discount |  |  | 93,113 |  |  |  |  |  |  | (93,113 | ) |  |  |  |
Net Loss |  |  | — |  |  | (6,488,030 | ) |  |  | — |  |  |  | (6,488,030 | )
Balance at December 31, 2024 |  | $ | 8,953,375 |  | $ | (6,488,030 | ) |  | $ | (2,465,345 | ) |  | $ | — |
As Restated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance at January 1, 2024, after retroactive application of recapitalization |  |  | 28,850,985 |  |  | (25,445,506 | ) |  |  | — |  |  |  | 3,412,459 |
Shares issued from exercise of Series A Warrants |  |  | 7,321,820 |  |  | — |  |  |  | — |  |  |  | 7,323,195 |
Shares issued from exercise of Series B Warrants |  |  | 2,671,354 |  |  | — |  |  |  | — |  |  |  | 2,671,929 |
Issuance of common stock for Forward Purchase Agreement |  |  | 3,123,425 |  |  | — |  |  |  | (2,372,232 | ) |  |  | 752,147 |
Forward Purchase Agreement – subscription receivable discount |  |  | 93,113 |  |  | — |  |  |  | (93,113 | ) |  |  | — |
Net Loss |  |  | — |  |  | (32,417,033 | ) |  |  | — |  |  |  | (32,417,033 | )
Balance at December 31, 2024 |  | $ | 101,998,956 |  | $ | (122,368,539 | ) |  | $ | (2,545,586 | ) |  | $ | (22,902,000 | )
Schedule of Previously Reported Condensed Consolidated and Combined Statement of Cash Flows |  | The impact of the restatement on the previously reported condensed consolidated and combined statement of cash flows for the three months ended March 30, 2024, is as follows:
|  | March 31, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
Cash Flows From Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (29,766,263 | ) |  | $ | (2,769,719 | ) |  | $ | (32,535,982 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and Amortization expense |  |  | 94,392 |  |  |  | — |  |  |  | 94,392 |
Stock-based compensation |  |  | 1,359,000 |  |  |  | — |  |  |  | 1,359,000 |
Change in fair value of derivative liabilities |  |  | 8,182,500 |  |  |  | — |  |  |  | 8,182,500 |
Loss on issuance of common stock and warrants |  |  | 17,820,998 |  |  |  | 2,769,719 |  |  |  | 20,590,717 |
The impact of the restatement on the previously reported condensed consolidated and combined statement of cash flows for the six months ended June 30, 2024, is as follows:
|  | For the Six Months Ended June 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
Cash Flows From Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (7,747,847 | ) |  | $ | (2,873,709 | ) |  | $ | (10,621,556 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and Amortization expense |  |  | 197,303 |  |  |  | — |  |  |  | 197,303 |
Stock-based compensation |  |  | 1,810,662 |  |  |  | — |  |  |  | 1,810,662 |
Change in fair value of derivative liabilities |  |  | (16,784,200 | ) |  |  | 103,990 |  |  |  | (16,680,210 | )
Loss on issuance of common stock and warrants |  |  | 17,820,998 |  |  |  | 2,769,719 |  |  |  | 20,590,717 |
The impact of the restatement on the previously reported condensed consolidated and combined statement of cash flows for the nine months ended September 30, 2024, is as follows:
|  | For the Nine Months Ended September 30, 2024 (Unaudited)
|  | As Reported |  | Adjustments |  | As Restated
Cash Flows From Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (14,384,526 | ) |  | $ | (5,954,926 | ) |  | $ | (20,339,452 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and Amortization expense |  |  | 298,805 |  |  |  | — |  |  |  | 298,805 |
Stock-based compensation |  |  | 2,088,838 |  |  |  | — |  |  |  | 2,088,838 |
Equity compensation expense |  |  | 1,726,000 |  |  |  | — |  |  |  | 1,726,000 |
Change in fair value of derivative liabilities |  |  | (24,017,035 | ) |  |  | 2,433,060 |  |  |  | (21,583,975 | )
Loss on issuance of common stock and warrants |  |  | 27,475,797 |  |  |  | 3,521,866 |  |  |  | 30,997,663 |
As a result of the restatement, the Company has disclosed the following non-cash financing activity for the nine months ended September 30, 2024:
Supplemental disclosure of non-cash financing activities: |  | As Reported |  | Adjustments |  | As Restated
Issuance of Common Stock upon the closing of the Merger |  | $ | 2,435 |  | $ | — |  | $ | 2,435
Issuance of Common Stock for Forward Purchase Agreement |  | $ | — |  | $ | 3,124,379 |  | $ | 3,124,379
Stock subscription receivable, net of discount |  | $ | — |  | $ | 2,372,232 |  | $ | 2,372,232
FPA discount accretion |  | $ | — |  | $ | 23,687 |  | $ | 23,687
The impact of the restatement on the consolidated and combined statement of cash flows for the year ended December 31, 2024 is as follows:
|  | For the Year Ended December 31, 2024
|  | As Reported |  | Adjustments |  | As Restated
Cash Flows From Operating Activities: |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (25,929,003 | ) |  | $ | (6,488,030 | ) |  | $ | (32,417,033 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and Amortization expense |  |  | 350,509 |  |  |  | — |  |  |  | 350,509 |
Stock-based compensation |  |  | 2,367,014 |  |  |  | — |  |  |  | 2,367,014 |
Equity compensation expense |  |  | 1,976,000 |  |  |  | — |  |  |  | 1,976,000 |
Non-cash interest expense |  |  | 303,061 |  |  |  | — |  |  |  | 303,061 |
Change in fair value of derivative liabilities |  |  | (18,011,100 | ) |  |  | 5,735,883 |  |  |  | (12,275,217 | )
Loss on issuance of common stock and warrants |  |  | 30,281,475 |  |  |  | 752,147 |  |  |  | 31,033,622 |
As a result of the restatement, the Company has disclosed the following non-cash financing activity for the year ended December 31, 2024:
Supplemental disclosure of non-cash financing activities: |  | As Reported |  | Adjustments |  | As Restated
Issuance of Common Stock upon the closing of the Merger |  | $ | 4,993 |  | $ | — |  | $ | 4,993
Issuance of Common Stock for Forward Purchase Agreement |  | $ | — |  | $ | 3,124,379 |  | $ | 3,124,379
Stock subscription receivable, net of discount |  | $ | — |  |  | 2,372,232 |  | $ | 2,372,232
FPA discount accretion |  | $ | — |  | $ | 93,113 |  | $ | 93,113
Capitalized interest to principal balance of short-term note payable |  | $ | 24,061 |  | $ | — |  | $ | 24,061
Schedule of Revised the Previously Issued Interim Balance Sheets | The restatement resulted in adjustments to the Company’s opening stockholders’ equity as of January 1, 2025. The adjustments had no impact on the Company’s statements of operations or cash flows for any previously issued 2025 interim period. The following table presents the impact on stockholders’ equity:
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stock Subscription Receivable |  | Total Stockholders’ Equity (Deficit)
Balance at January 1, 2025 (as previously reported) |  | $ | 93,045,581 |  | $ | (115,880,509 | ) |  | $ | (80,241 | ) |  | $ | (22,902,000 | )
Correction of prior-period error – warrant remeasurement |  |  | 5,735,883 |  |  | (5,735,883 | ) |  |  | — |  |  |  | — |
Correction of prior-period error – Issuance of FPA shares |  |  | 3,124,379 |  |  | (752,147 | ) |  |  | (2,372,232 | ) |  |  | — |
Correction of prior-period error – FPA subscription receivable discount |  |  | 93,113 |  |  | — |  |  |  | (93,113 | ) |  |  | — |
Balance at January 1, 2025 (as restated) |  |  | 101,998,956 |  |  | (122,368,539 | ) |  |  | (2,545,586 | ) |  |  | (22,902,000 | )
Net income |  |  | — |  |  | 9,194,630 |  |  |  | — |  |  |  | 9,194,630 |
Balance at March 31, 2025 |  |  | 103,535,931 |  |  | (113,173,909 | ) |  |  | (2,545,586 | ) |  |  | (12,183,292 | )
| Accordingly, the Company has restated the previously issued interim balance sheets included in the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2025 and September 30, 2025 and Form 10-Q/A for the quarter ended June 30, 2025 to reflect the corrected opening equity balances.
|  | Additional Paid-in Capital |  | Accumulated Deficit |  | Stock Subscription Receivable |  | Total Stockholders’ Equity (Deficit)
Balance at January 1, 2025 (as previously reported) |  | $ | 93,045,581 |  | $ | (115,880,509 | ) |  | $ | (80,241 | ) |  | $ | (22,902,000 | )
Correction of prior-period error – warrant remeasurement |  |  | 5,735,883 |  |  | (5,735,883 | ) |  |  | — |  |  |  | — |
Correction of prior-period error – Issuance of FPA shares |  |  | 3,124,379 |  |  | (752,147 | ) |  |  | (2,372,232 | ) |  |  | — |
Correction of prior-period error – FPA subscription receivable discount |  |  | 93,113 |  |  | — |  |  |  | (93,113 | ) |  |  | — |
Balance at January 1, 2025 (as restated) |  |  | 101,998,956 |  |  | (122,368,539 | ) |  |  | (2,545,586 | ) |  |  | (22,902,000 | )
Net income |  |  | — |  |  | 9,194,630 |  |  |  | — |  |  |  | 9,194,630 |
Balance at March 31, 2025 |  |  | 103,535,931 |  |  | (113,173,909 | ) |  |  | (2,545,586 | ) |  |  | (12,183,292 | )
Net loss |  |  | — |  |  | (2,113,859 | ) |  |  | — |  |  |  | (2,113,859 | )
Balance at June 30, 2025 |  |  | 103,738,980 |  |  | (115,287,768 | ) |  |  | (2,545,586 | ) |  |  | (14,094,102 | )
Net loss |  |  | — |  |  | (4,092,145 | ) |  |  | — |  |  |  | (4,092,145 | )
Balance at September 30, 2025 |  |  | 104,518,211 |  |  | (119,379,913 | ) |  |  | (2,545,586 | ) |  |  | (17,407,000 | )

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