Fair Value Measurements (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2024

Dec. 31, 2023

Class of Warrant or Right [Line Items]

Schedule of Fair Value on Recurring Basis

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description		Level				June 30, 2024				December 31, 2023
Liabilities:
Warrant liabilities - public			1			$	230,000			$	575,000
GEM warrant liabilities			3			$	79,000			$	641,000
Yorkville convertible note			3			$	2,013,000			$	1,766,000

The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description		Level				December 31, 2023				December 31, 2022
Liabilities:
Warrant liabilities-public			2			$	575,000			$	-
GEM warrant liabilities			3			$	641,000			$	-
Yorkville convertible note			3			$	1,766,000			$	-
Bifurcated embedded derivative liabilities			3			$	-			$	845,473
Bifurcated embedded derivative liabilities-related party			3			$	-			$	1,936,827
SAFE			3			$	-			$	663,804
SAFE-related party			3			$	-			$	8,802,196

Summary of Changes in Fair Value of Yorkville Convertible Note

The following tables set forth a summary of the changes in the fair value of the Yorkville convertible notes which is a Level 3 financial liability measured at fair value on a recurring basis:

		Fair Value
Balance at December 31, 2023		$	1,766,000
Issuance of Yorkville convertible note			2,250,000
Loss on debt issuance			171,000
Payment in shares to settle Yorkville convertible notes			(1,667,000	)
Change in fair value			544,000
Balance at March 31, 2024			3,064,000
Payment in shares to settle Yorkville convertible notes			(335,000	)
Repayment in cash of Yorkville convertible notes			(750,000	)
Change in fair value			34,000
Balance at June 30, 2024		$	2,013,000

The following tables set forth a summary of the changes in the fair value of the Yorkville convertible note which is a Level 3 financial liability measured at fair value on a recurring basis:

		Fair Value
Balance at December 31, 2022		$	-
Issuance of yorkville convertible note			1,800,000
Change in fair value			(34,000	)
Balance at December 31, 2023		$	1,766,000

Schedule of Derivative Liabilities

The following table sets forth a summary of the changes in the fair value of the bifurcated embedded derivative liabilities for the six months ended June 30, 2023, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis:

Schedule of Derivative Liabilities

		Related Party				Third Party
		Fair Value
		Related Party				Third Party
Balance at December 31, 2022		$	1,936,827			$	845,473
Issuance of convertible notes with bifurcated embedded derivative			707,000				—
Change in fair value			137,285				32,415
Balance at March 31, 2023			2,781,112				877,888
Issuance of convertible notes with bifurcated embedded derivative			419,451				330,390
Change in fair value			(478,198	)			(194,643	)
Balance at June 30, 2023		$	2,722,365			$	1,013,635

The following tables set forth a summary of the changes in the fair value of the bifurcated embedded derivative liability, related to the Related Party and Third Party Convertible Debt, respectively, which are Level 3 financial liabilities that are measured at fair value on a recurring basis:

Schedule of Derivative Liabilities

		Fair Value
		Related Party				Third Party
Balance at December 31, 2021		$	-			$	4,000
Issuance of convertible notes with bifurcated embedded derivatives			1,398,595				586,405
Issuance of CP BF convertible notes with bifurcated embedded derivative			1,375				625
Extinguishment of Old Alco Note derivative			(70,000	)			-
Change in fair value			606,857				254,443
Balance at December 31, 2022			1,936,827				845,473
Issuance of convertible notes with bifurcated embedded derivative			1,126,451				559,390
Change in fair value			(3,063,278	)			(1,404,863	)
Balance at December 31, 2023		$	-			$	-

Schedule of Fair Value Measurements

The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 13 - Simple Agreements for Future Equity for further detail), which represents a recurring fair value measurement at the end of the relevant reporting period:

Schedule of Fair Value Measurements

		Related Party				Third Party
		Fair Value
		Related Party				Third Party
Balance at December 31, 2022		$	8,802,196			$	663,804
Change in fair value			303,139				22,861
Balance at March 31, 2023			9,105,335				686,665
Change in fair value			909,418				68,582
Balance at June 30, 2023		$	10,014,753			$	755,247

The following tables set forth a summary of the activity of the Related Party and Third Party SAFE liabilities, respectively (See Note 16-Simple Agreements for Future Equity for further detail), which represents a recurring fair value measurement at the end of each reporting period:

Schedule of Fair Value Measurements

		Fair Value
		Related Party				Third Party
Balance at December 31, 2021		$	3,121,591			$	235,409
Change in fair value			4,078,431				307,569
Loss on modification			1,602,174				120,826
Balance at December 31, 2022			8,802,196				663,804
Change in fair value			(2,752,430	)			(207,570	)
Conversion of SAFEs			(6,049,766	)			(456,234	)
Balance at December 31, 2023		$	-			$	-

Public Warrants Liability [Member]

Class of Warrant or Right [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 1 financial liabilities that are measured at fair value on a recurring basis:

		Fair Value
Balance at December 31, 2023		$	575,000
Change in fair value			(115,000	)
Balance at March 31, 2024			460,000
Change in fair value			(230,000	)
Balance at June 30, 2024		$	230,000

The following tables set forth a summary of the changes in the fair value of the Public Warrants liability which are Level 2 financial liabilities that are measured at fair value on a recurring basis:

		Fair Value
Balance at December 31, 2022		$	-
Merger date assumption of public warrants			460,000
Change in fair value			115,000
Balance at December 31, 2023		$	575,000

Gem Warrants Liability [Member]

Class of Warrant or Right [Line Items]

Summary of Changes in the Fair Value of the Warrants Liability

The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis:

		Fair Value
Balance at December 31, 2023		$	641,000
Change in fair value			(408,000	)
Balance at March 31, 2024			233,000
Change in fair value			(154,000	)
Balance at June 30, 2024		$	79,000

The following tables set forth a summary of the changes in the fair value of the GEM Warrants liability which are Level 3 financial liabilities that are measured at fair value on a recurring basis:

		Fair Value
Balance at December 31, 2022		$	-
Issuance of GEM warrants			2,448,000
Change in fair value			(1,807,000	)
Balance at December 31, 2023		$	641,000

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

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