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Fair Value Measurements
9 Months Ended
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, 2025Total 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 $613,236 
Level 1:
Quoted Prices
in Active
Markets for Identical
Assets
Level 2:
Significant
Other
Observable
Inputs
Level 3:
Significant
Unobservable
Inputs
Total at December 31,
2024
Total Gains (Losses) For The Three Months Ended September 30, 2024Total Gains (Losses) For The Nine Months Ended September 30, 2024
Recurring fair value measurements
2022 July Institutional/Accredited Investor Warrants$— $— $— $— $— 4,621 
Private warrants - July 2024$— $— $— $— $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 warrants2024 October Institutional/Accredited Investor WarrantsSenior Convertible Notes - October 2024Additional Investment Rights - October 20242024 December Institutional/Accredited Investor Warrants2025 March Institutional/Accredited Investor WarrantsSenior Convertible Notes - March 20252025 April Institutional/Accredited Investor Warrants2025 May Institutional/Accredited Investor WarrantsSenior Convertible Notes - May 20252025 September Institutional/Accredited Investor WarrantsSenior 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, 202573,670 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 earnings18,042 (20,082)(972,245)(672,334)8,396 (70,287)— — — — — — 
Balance at June 30, 202591,712 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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 Monte 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, 2025December 31, 2024
Fair ValueCarrying ValueFair ValueCarrying 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.