Fair Value Measurements (Tables)
|
12 Months Ended |
Dec. 31, 2025 |
|---|
| Class of Warrant or Right [Line Items] |
|
| Schedule of Fair Value on Recurring Basis |
Schedule
of Fair Value on Recurring Basis
| Description | |
Level | | |
2025 | | |
2024 | |
| | |
| | |
As
of December 31, | |
| Description | |
Level | | |
2025 | | |
2024 | |
| Assets: | |
| | |
| | | |
| | |
| Bifurcated
embedded derivative asset – related party | |
3 | | |
$ | 9,000 | | |
$ | 63,000 | |
| Definite-lived intangibles | |
3 | | |
| 8,027,391 | | |
| 3,883,853 | |
| Goodwill | |
3 | | |
| 21,991,721 | | |
| 18,972,475 | |
| Liabilities: | |
| | |
| | | |
| | |
| Warrant liabilities –
public | |
1 | | |
| - | | |
| 2,300 | |
| GEM warrant liabilities | |
3 | | |
| 378 | | |
| 15,000 | |
| Earnout
liability (Note 4) | |
3 | | |
| 990,673 | | |
| - | |
| Yorkville convertible note | |
3 | | |
| 1,200,501 | | |
| - | |
| Agile term notes | |
3 | | |
| 1,728,487 | | |
| 3,143,000 | |
| 1800 Diagonal convertible
notes | |
3 | | |
| 746,987 | | |
| 432,000 | |
| Private Placement Convertible
Notes | |
3 | | |
| 1,856,000 | | |
| - | |
| Private Placement Warrants | |
3 | | |
| 295,603 | | |
| - | |
| Boot Capital note | |
3 | | |
| 115,836 | | |
| - | |
|
| Summary of Changes in Fair Value of Yorkville Convertible Note |
Summary
of Changes in Fair Value of Yorkville Convertible Note
| | |
Yorkville
Convertible Note | |
| Balance at December 31, 2024 | |
$ | — | |
| Issuance of Yorkville convertible
note | |
| 4,950,000 | |
| Loss on debt issuance | |
| 444,000 | |
| Payment in shares to settle Yorkville convertible
notes | |
| — | |
| Repayment in cash of Yorkville convertible
notes | |
| (4,514,664 | ) |
| Conversions | |
| — | |
| Change in fair value | |
| 321,165 | |
| Balance at December 31, 2025 | |
$ | 1,200,501 | |
|
| Summary of Ranges of Inputs in Fair Value of the Private Placement Warrant Liability |
Summary
of Ranges of Inputs in Fair Value of the Private Placement Warrant Liability
| Key Inputs | |
December
31, 2025 | |
| | |
| |
| Stock price | |
$ | 0.97 | |
| Contractual term (years) | |
| 2.50
- 4.77 | |
| Risk-free rate | |
| 3.5%
- 3.7% | |
| Volatility(1) | |
| 125 | % |
| Exercise Price | |
| $2.50-$4.36 | |
| Dividend yield | |
| 0.00 | % |
|
| Summary of Changes in Fair Value of Private Placement Warrant Liability |
Summary
of Changes in Fair Value of Private Placement Warrant Liability
| | |
Private
Placement Warrants | |
| Balance at December 31, 2024 | |
$ | - | |
| Loss on issuance – June Warrant | |
| 361,000 | |
| Loss on issuance – August Warrant | |
| 356,000 | |
| Loss on issuance – October Warrant | |
| 807,509 | |
| Loss on issuance | |
| 807,509 | |
| Change in fair value | |
| (1,228,906 | ) |
| Balance at December 31, 2025 | |
$ | 295,603 | |
|
| Cp Bf Convertible Notes [Member] |
|
| Class of Warrant or Right [Line Items] |
|
| Schedule of Derivate Assets |
Schedule
of Derivate Assets
| | |
Fair
Value | |
| Balance at December 31, 2024 | |
$ | 63,000 | |
| Change in fair value | |
| (54,000 | ) |
| Balance at December 31, 2025 | |
$ | 9,000 | |
|
| Public Warrants [Member] |
|
| Class of Warrant or Right [Line Items] |
|
| Summary of Changes in the Fair Value of the Warrants Liability |
Summary
of Changes in the Fair Value of the Warrants Liability
| | |
Public
Warrants | |
| Balance at December 31, 2024 | |
$ | 2,300 | |
| Change in fair value | |
| (2,300 | ) |
| Balance at December 31, 2025 | |
$ | — | |
|
| Gem Warrants Liability [Member] |
|
| Class of Warrant or Right [Line Items] |
|
| Summary of Changes in the Fair Value of the Warrants Liability |
Summary
of Changes in the Fair Value of the Warrants Liability
| | |
GEM
Warrants | |
| Balance at December 31, 2024 | |
$ | 15,000 | |
| Change in fair value | |
| (14,622 | ) |
| Balance at December 31, 2025 | |
$ | 378 | |
|