FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2025

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		September 30,		December 31,
Description	Level	2025		2024
Assets:
Cash and marketable securities held in Trust Account	1	$	88,478,622	$	84,565,597
Liabilities:
Warrant liability – Public warrants	2	$	920,000	$	575,767
Warrant liability – Private Placement Warrants	3	$	1,068,000	$	668,390
Convertible Promissory Notes	3	$	4,642,267	$	4,479,738

The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within the statement of operations.

As of September 30, 2025 and December 31, 2024, the private placement warrants and convertible promissory note were valued using a monte- carlo model, which is considered to be a Level 3 fair value measurement. The primary unobservable input used in the monte- carlo model to determine fair value is the expected volatility of the Class A Ordinary Shares, along with the estimated probability of completing a business combination, which the Company has determined to be 75% as of September 30, 2025, and December 31, 2024. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable pricing of public warrants on comparable ‘blank-check’ companies without an identified target.

The following table provides quantitative information regarding the warrant liability Level 3 fair value measurements:

	September 30, 2025			December 31, 2024
Trading stock price	$	12.11		$	11.66
Public warrants price	$	0.12		$	0.08
Weighted term (in years)		1.55			1.17
Volatility		de minimis			de minimis
Risk-free rate		3.64	%		4.18	%

The following table provides quantitative information regarding the warrant liability Level 3 fair value measurements:

	Public		Private		Total
	Warrant		Warrant		Warrant
	Liabilities		Liabilities		Liabilities
Fair value as of December 31, 2023	$	—	$	1,165,656	$	1,165,656
Change in fair value		—		(497,266)		(497,266)
Fair value as of December 31, 2024	$	—	$	668,390	$	668,390
Change in fair value		—		(41,830)		(41,830)
Fair value as of March 31, 2025	$	—	$	626,560	$	626,560
Change in fair value		—		352,440		352,440
Fair value as of June 30, 2025	$	—	$	979,000	$	979,000
Change in fair value		—		89,000		89,000
Fair value as of September 30, 2025	$	—	$	1,068,000	$	1,068,000

The following table provides quantitative information regarding the convertible promissory note Level 3 fair value measurements:

	September 30, 2025			May 27, 2025			December 31, 2024
Trading stock price	$	12.11		$	11.93		$	11.66
Exercise price	$	11.50		$	11.50		$	11.50
Expected term (in years)		0.69			0.68			0.51
Expected term of warrant conversion (in years)		5.69			5.68			5.51
Volatility		de minimis			de minimis			de minimis
Risk-free rate		3.74 – 3.77	%		4.04 - 4.27	%		4.24	%

The following table provides quantitative information regarding the convertible promissory note Level 3 fair value measurements:

Fair value as of December 31, 2023	$	3,676,685
Initial measurement on January 19, 2024		250,000
Initial measurement on July 12, 2024		250,000
Initial measurement on November 6, 2024		250,000
Initial measurement on December 16, 2024		250,000
Change in fair value		(196,947)
Fair value as of December 31, 2024	$	4,479,738
Change in fair value		(4,576)
Fair value as of March 31, 2025	$	4,475,162
Initial measurement on May 27, 2025		250,000
Change in fair value		(77,038)
Fair value as of June 30, 2025	$	4,648,124
Change in fair value		(5,857)
Fair value as of September 30, 2025	$	4,642,267

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy regarding the convertible promissory note for the period from October 13, 2021 (inception) through September 30, 2025.