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Fair Value Measurements | 9 Months Ended
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Sep. 30, 2025
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Fair Value Measurements The following are the liabilities measured at fair value on the condensed consolidated balance sheet at September 30, 2025 and December 31, 2024 using quoted price in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
| Level 1: Quoted Prices in Active Markets for Identical Assets |  | Level 2: Significant Other Observable Inputs |  | Level 3: Significant Unobservable Inputs |  | Total at September 30, 2025 |  | Total Gains (Losses) For The Three Months Ended September 30, 2025 |  | Total Gains (Losses) For The Nine Months Ended September 30, 2025 |
Recurring fair value measurements |  |  |  |  |  |  |  |  |  |  |  |
2024 February Institutional/Accredited Investor warrants | $ | — |  |  | $ | — |  |  | $ | 620 |  |  | $ | 620 |  |  | $ | 91,092 |  |  | $ | 290,946 |  |
2024 October Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 13,989 |  |  | $ | 13,989 |  |  | $ | (7,015) |  |  | $ | 278,245 |  |
Senior Convertible Notes - October 2024 | $ | — |  |  | $ | — |  |  | $ | 33,623 |  |  | $ | 33,623 |  |  | $ | (4,623) |  |  | $ | (123,384) |  |
Additional Investment Rights - October 2024 | $ | — |  |  | $ | — |  |  | $ | 111,107 |  |  | $ | 111,107 |  |  | $ | (100,774) |  |  | $ | (105,157) |  |
2024 December Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 81 |  |  | $ | 81 |  |  | $ | 48,627 |  |  | $ | 109,256 |  |
2025 March Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 53,587 |  |  | $ | 53,587 |  |  | $ | (17,330) |  |  | $ | 52,957 |  |
2025 April Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 40,638 |  |  | $ | 40,638 |  |  | $ | (8,955) |  |  | $ | (8,955) |  |
2025 May Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 188,467 |  |  | $ | 188,467 |  |  | $ | (48,550) |  |  | $ | (48,550) |  |
Senior Convertible Notes - May 2025 | $ | — |  |  | $ | — |  |  | $ | 895,497 |  |  | $ | 895,497 |  |  | $ | 167,878 |  |  | $ | 167,878 |  |
2025 September Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 965 |  |  | $ | 965 |  |  | $ | — |  |  | $ | — |  |
Senior Convertible Notes - September 2025 | $ | — |  |  | $ | — |  |  | $ | 100,926 |  |  | $ | 100,926 |  |  | $ | — |  |  | $ | — |  |
Total recurring fair value measurements | $ | — |  |  | $ | — |  |  | $ | 1,439,500 |  |  | $ | 1,439,500 |  |  | $ | 120,350 |  |  | $ | 613,236 |  |
| Level 1: Quoted Prices in Active Markets for Identical Assets |  | Level 2: Significant Other Observable Inputs |  | Level 3: Significant Unobservable Inputs |  | Total at December 31, 2024 |  | Total Gains (Losses) For The Three Months Ended September 30, 2024 |  | Total Gains (Losses) For The Nine Months Ended September 30, 2024
Recurring fair value measurements |  |  |  |  |  |  |  |  |  |  |
2022 July Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | 4,621 |
Private warrants - July 2024 | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 80,673 |  |  | $ | 80,673 |
2024 February Institutional/Accredited Investor warrants | $ | — |  |  | $ | — |  |  | $ | 291,566 |  |  | $ | 291,566 |  |  | $ | 728,663 |  |  | 3,036,476 |
2024 October Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 292,234 |  |  | $ | 292,234 |  |  | $ | — |  |  | $ | — |
Senior Convertible Notes - October 2024 | $ | — |  |  | $ | — |  |  | $ | 2,475,162 |  |  | $ | 2,475,162 |  |  | $ | — |  |  | — |
Additional Investment Rights - October 2024 | $ | — |  |  | $ | — |  |  | $ | 5,950 |  |  | $ | 5,950 |  |  | $ | — |  |  | $ | — |
2024 December Institutional/Accredited Investor Warrants | $ | — |  |  | $ | — |  |  | $ | 109,337 |  |  | $ | 109,337 |  |  | $ | — |  |  | — |
Derivative liability - non-controlling redeemable preferred shares | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | (3,626) |
Total recurring fair value measurements | $ | — |  |  | $ | — |  |  | $ | 3,174,249 |  |  | $ | 3,174,249 |  |  | $ | 809,336 |  |  | $ | 3,118,144 |
The following is a reconciliation of the opening and closing balances for the liabilities related to the warrants (Note 11) and derivative liability - non-controlling redeemable preferred shares measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2025:
|  |  | 2024 February Institutional/Accredited Investor warrants |  | 2024 October Institutional/Accredited Investor Warrants |  | Senior Convertible Notes - October 2024 |  | Additional Investment Rights - October 2024 |  | 2024 December Institutional/Accredited Investor Warrants |  | 2025 March Institutional/Accredited Investor Warrants |  | Senior Convertible Notes - March 2025 |  | 2025 April Institutional/Accredited Investor Warrants |  |  |  | 2025 May Institutional/Accredited Investor Warrants |  | Senior Convertible Notes - May 2025 |  | 2025 September Institutional/Accredited Investor Warrants |  | Senior Convertible Notes - September 2025 |  |  |  |
Balance at December 31, 2024 |  |  | $ | 291,566 |  |  | $ | 292,234 |  |  | $ | 2,475,162 |  |  | $ | 5,950 |  |  | $ | 109,337 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  |  |  |
Initial fair value |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 106,544 |  |  | 1,393,456 |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Conversion of Convertible Notes |  |  | — |  |  | — |  |  | (3,058,031) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Total (gains) losses for period included in earnings |  |  | (217,896) |  |  | (265,178) |  |  | 1,091,006 |  |  | 676,717 |  |  | (69,025) |  |  | — |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Balance at March 31, 2025 |  |  | 73,670 |  |  | 27,056 |  |  | 508,137 |  |  | 682,667 |  |  | 40,312 |  |  | 106,544 |  |  | 1,393,456 |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Initial fair value |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 31,683 |  |  |  |  | 139,917 |  |  | 2,135,181 |  |  | — |  |  | — |  |  |  |  |
Conversion of Convertible Notes |  |  | — |  |  | — |  |  | 617,017 |  |  | — |  |  | — |  |  | — |  |  | (1,393,456) |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Total (gains) losses for period included in earnings |  |  | 18,042 |  |  | (20,082) |  |  | (972,245) |  |  | (672,334) |  |  | 8,396 |  |  | (70,287) |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Balance at June 30, 2025 |  |  | 91,712 |  |  | 6,974 |  |  | 152,909 |  |  | 10,333 |  |  | 48,708 |  |  | 36,257 |  |  | — |  |  | 31,683 |  |  |  |  | 139,917 |  |  | 2,135,181 |  |  | — |  |  | — |  |  |  |  |
Initial fair value |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | 965 |  |  | 100,926 |  |  |  |  |
Exercise warrants |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  |
Conversion of Convertible Notes |  |  | — |  |  | — |  |  | (123,909) |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  |  | — |  |  | (1,071,806) |  |  | — |  |  | — |  |  |  |  |
Total (gains) losses for period included in earnings |  |  | (91,092) |  |  | 7,015 |  |  | 4,623 |  |  | 100,774 |  |  | (48,627) |  |  | 17,330 |  |  | — |  |  | 8,955 |  |  |  |  | 48,550 |  |  | (167,878) |  |  | — |  |  | — |  |  |  |  |
Balance at September 30, 2025 |  |  | $ | 620 |  |  | $ | 13,989 |  |  | $ | 33,623 |  |  | $ | 111,107 |  |  | $ | 81 |  |  | $ | 53,587 |  |  | $ | — |  |  | $ | 40,638 |  |  |  |  | $ | 188,467 |  |  | $ | 895,497 |  |  | $ | 965 |  |  | $ | 100,926 |  |  |  |  |
The fair value of the level 3 2022 July Institutional/Accredited Investor warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs: term of 3.00 years, risk free rate of 4.47%, no dividends, volatility of 57.0%, common stock price of $3.12, and strike price of $1,500.00. The fair value of the level 3 2024 February Institutional/Accredited Investor warrants was estimated at September 30, 2025 using the Black-Scholes model which used the following inputs: term of 3.35 years, risk free rate of 3.63%, no dividends, volatility of 81.0%, common stock price of $0.24, and strike price of $20.00. The fair value of the level 3 2024 February Institutional/Accredited Investor warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs: term of 4.09 years, risk free rate of 4.33%, no dividends, volatility of 85.0%, common stock price of $3.12, and strike price of $20.00. The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 4.08 years, risk free rate of 3.80%, no dividends, volatility of 45.4%, common stock price of $0.24, and strike price of $3.78. The fair value of the level 3 2024 October Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs: term of 4.80 years, risk free rate of 4.20%, no dividends, volatility of 49.6%, common stock price of $3.12, and strike price of $3.78. The fair value of the level 3 Senior Convertible Notes - October 2024 was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 0.58 years, risk free rate of 3.80%, no dividends, volatility of 45.4%, common stock price of $0.24, and strike price of $3.78. The fair value of the level 3 Senior Convertible Notes - October 2024 was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs: term of 1.33 years, risk free rate of 4.20%, no dividends, volatility of 49.6%, common stock price of $3.12, and strike price of $3.40. The fair value of the level 3 Additional Investment Rights - October 2024 was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 0.58 years, risk free rate of 3.80%, no dividends, volatility of 45.4%, common stock price of $0.24, and strike price of $3.78. The fair value of the level 3 Additional Investment Rights - October 2024 was estimated at December 31, 2024 using the M onte Carlo Simulation model which used the following inputs: term of 1.33 years, risk free rate of 4.20%, no dividends, volatility of 49.6%, common stock price of $3.12, and strike price of $3.40. The fair value of the level 3 2024 December Institutional/Accredited Investor Warrants was estimated at September 30, 2025 using the Black-Scholes model which used the following inputs: term of 4.30 years, risk free rate of 3.80%, no dividends, volatility of 45.4%, common stock price of $0.24, and strike price of $3.26. The fair value of the level 3 2024 December Institutional/Accredited Investor Warrants was estimated at December 31, 2024 using the Black-Scholes model which used the following inputs: term of 5.00 years, risk free rate of 4.33%, no dividends, volatility of 85.0%, common stock price of $3.12, and strike price of $3.26. The fair value of the level 3 2025 March Institutional/Accredited Investor Warrants was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 4.43 years, risk free rate of 3.70%, no dividends, volatility of 46.6%, common stock price of $0.24, and strike price of $0.74. The fair value of the level 3 2025 April Institutional/Accredited Investor Warrants was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 4.58 years, risk free rate of 3.70%, no dividends, volatility of 46.6%, common stock price of $0.24, and strike price of $0.74. The fair value of the level 3 2025 May Institutional/Accredited Investor Warrants was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 4.67 years, risk free rate of 3.70%, no dividends, volatility of 46.6%, common stock price of $0.24, and strike price of $0.74. The fair value of the level 3 Senior Convertible Notes - May 2025 was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 1.18 years risk free rate of 3.70%, no dividends, volatility of 46.6%, common stock price of $0.24, and strike price of $0.74. The fair value of the level 3 2025 September Institutional/Accredited Investor Warrants was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 4.94 years, risk free rate of 3.60%, no dividends, volatility of 46.2%, common stock price of $0.24, and strike price of $0.17. The fair value of the level 3 Senior Convertible Notes - September 2025 was estimated at September 30, 2025 using the M onte Carlo Simulation model which used the following inputs: term of 1.46 years risk free rate of 3.60%, no dividends, volatility of 46.2%, common stock price of $0.24, and strike price of $0.17. There were no transfers between Level 1 and Level 2 of the fair value hierarchy in 2025 and 2024. Cash, accounts receivable, accounts payable, and accrued expenses are generally carried on the cost basis, which management believes approximates fair value due to the short-term maturity of these instruments. Other Debt Obligations The following outstanding debt obligations are reflected in the Company's condensed consolidated balance sheet at carrying value since the Company did not elect to remeasure the debt obligations to fair value at the end of each reporting period. The carrying values of these debt obligations approximate fair value due to the short-term maturity of these debt obligations.
| September 30, 2025 |  | December 31, 2024 |
| Fair Value | Carrying Value |  | Fair Value | Carrying Value |
Term loan | $ | 627,727 |  | $ | 627,727 |  |  | $ | 1,445,345 |  | $ | 1,445,345 |  |
Promissory Notes - August 16, 2024 | $ | 853,841 |  | $ | 853,841 |  |  | $ | 884,676 |  | $ | 884,676 |  |
Promissory Notes - August 27, 2024 | $ | — |  | $ | — |  |  | $ | 516,818 |  | $ | 516,818 |  |
Senior Convertible Notes - December 2024(1) | $ | 30,443 |  | 30,443 |  |  | $ | 250,000 |  | $ | 250,000 |  |
Promissory Notes - Fermata Energy II LLC | $ | 570,616 |  | $ | 570,616 |  |  | $ | — |  | $ | — |  |
__________________ (1) Amount is net of conversions.

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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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