Financial Instruments | Note 17. Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy ranks the inputs used in measuring fair value as follows: ○ Level 1 – Observable, unadjusted quoted prices in active markets ○ Level 2 – Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for the asset or liability ○ Level 3 – Unobservable inputs with little or no market activity that require the Company to use reasonable inputs and assumptions The Company uses fair value measurements to record adjustments to certain financial assets and liabilities on a recurring basis. The Company may be required to record certain assets at fair value on a nonrecurring basis in specific circumstances, such as evidence of impairment. Methodologies used to determine fair value might be highly subjective and judgmental in nature; therefore, valuations may not be precise. If the Company determines that a valuation technique change is necessary, the change is assumed to have occurred at the end of the respective reporting period. Assets and Liabilities Reported at Fair Value on a Recurring Basis Public Warrants: Public warrants are recorded at fair value on a recurring basis. The Company obtains exchange traded price, of Level 1 inputs, based on observable data to value these warrants. Private Placement Warrants: Private Placement Warrants are recorded at fair value on a recurring basis. In the first quarter of 2024, the Company internally assessed the value of these derivatives with Level 3 inputs, which are derived from Black-Scholes model. This is a change from the first quarter of 2023, when the valuation was based on third-party reports, also utilizing Level 3 inputs for these derivatives. Management believes that this change was necessary to enhance the precision and control over the valuation process, allowing for a more tailored and responsive approach to the unique characteristics of the derivatives and the evolving market conditions. PIPE Warrants: PIPE Warrants are recorded at fair value on a recurring basis. In the first quarter of 2024, the Company internally assessed the value of these derivatives with Level 3 inputs, which are derived from Black-Scholes model. This is a change the first quarter of 2023, when the valuation was based on third-party reports, also utilizing Level 3 inputs for these derivatives. Management believes that this change was necessary to enhance the precision and control over the valuation process, allowing for a more tailored and responsive approach to the unique characteristics of the derivatives and the evolving market conditions. Abaca Warrants: Abaca Warrants are recorded at fair value on a recurring basis. The Company internally assessed the value of these derivatives with Level 3 inputs. Level 3 inputs, based on unobservable data derived from Black-Scholes model. Third Anniversary Payment Consideration: Third anniversary payment consideration are recorded at fair value on a recurring basis. The Company value these derivatives based on third party reports for Level 3 inputs. Level 3 inputs, based on unobservable data derived from Black Scholes-Merton model. Forward Purchase Option Derivatives: Forward purchase option derivatives are recorded at fair value on a recurring basis. In 2022, the Company values these derivatives based on third party reports for Level 3 inputs. In 2023 and 2024, no significant risk factor changes affecting FPA derivative values were noted. The following tables summarize financial assets and liabilities recorded at fair value on a recurring basis, by the level of valuation inputs in the fair value hierarchy on March 31, 2024 and December 31, 2023: Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis Total Fair Quoted Significant Total Fair Quoted Significant March 31, 2024 December 31, 2023 Total Fair Quoted Significant Total Fair Quoted Significant Description Liabilities: PIPE warrants $ 189,220 - 189,220 $ 273,124 - 273,124 Public warrants $ 430,675 430,675 - $ 481,850 481,850 - Private placement warrants $ 20,315 - 20,315 $ 25,070 - 25,070 Abaca warrant $ 2,268,432 - 2,268,432 $ 3,384,085 - 3,384,085 Forward purchase derivative liability $ 7,309,580 - 7,309,580 $ 7,309,580 - 7,309,580 Third anniversary payment consideration $ 594,000 - 594,000 $ 810,000 - 810,000 Liabilities $ 594,000 - 594,000 $ 810,000 - 810,000 Assets Measured at Fair Value on a Nonrecurring Basis Assets that are measured at fair value on a nonrecurring basis primarily comprises of property, plant and equipment, right-to-use assets, finite lived intangible assets and goodwill. The Company does not record these at fair value on a recurring basis, however, the carrying value of the assets may be reduced to fair value when the Company determines that impairment has occurred. There were no assets or liabilities recorded at fair value on a nonrecurring basis for the period ended March 31, 2024 and March 31, 2023. Fair Value of Financial Instruments The Company uses various methodologies and assumptions to estimate the fair value of certain financial instruments. With the exceptions of loans receivable, warrants and forward purchase option derivatives, the Company considers the carrying amounts of its financial instruments (cash, accounts receivable and accounts payable) in the balance sheet to approximate fair value because of the short-term or highly liquid nature of these financial instruments. The following tables present the carrying amounts and fair values of financial instruments, by the level of valuation inputs in the fair value hierarchy, as of the dates indicated: Schedule of Carrying Amounts and Fair Values of Financial Instruments Level 1 Level 2 Level 3 As on March 31, 2024 Carrying Fair value Fair value measurement using Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 5,626,362 $ 5,626,362 $ 5,626,362 $ - $ - Forward purchase receivables 4,584,221 4,584,221 4,584,221 - - Loans 392,483 362,671 362,671 Liabilities Deferred consideration 2,921,257 2,921,257 2,921,257 - - Senior Secured Promissory note 13,270,622 12,137,875 - - 12,137,875 Indemnity liability 1,315,263 1,315,263 1,315,263 - - Public warrants 430,675 430,675 430,675 - - Private placement warrants 20,315 20,315 - - 20,315 PIPE Warrants 189,220 189,220 - - 189,220 Abaca Warrants 2,268,432 2,268,432 - - 2,268,432 Third anniversary payment consideration 594,000 594,000 - - 594,000 Forward purchase derivative 7,309,580 7,309,580 - - 7,309,580 Level 1 Level 2 Level 3 As on December 31, 2023 Carrying Fair value Fair value measurement using Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 4,888,769 $ 4,888,769 $ 4,888,769 $ - $ - Forward purchase receivables 4,584,221 4,584,221 4,584,221 - - Loans 330,579 363,561 - - 363,561 Liabilities Deferred consideration 2,889,792 2,889,792 2,889,792 - - Senior secured promissory note 14,011,166 12,750,204 - - 12,750,204 Public warrants 481,850 481,850 481,850 - - Private placement warrants 25,070 25,070 - - 25,070 PIPE warrants 273,124 273,124 - - 273,124 Abaca warrants 3,384,085 3,384,085 - - 3,384,085 Forward purchase derivative 7,309,580 7,309,580 - - 7,309,580 Third anniversary payment consideration 810,000 810,000 - - 810,000 The change in the assets measured at fair value on a recurring basis for which the Company have utilized Level 3 inputs to determine fair value are presented in the following table: Schedule of Fair Value Assets Measured on Recurring Basis PIPE Abaca Private Third Forward For the period ended March 31, 2024 PIPE Abaca Private Third Forward Balance at the beginning of the period $ 273,124 $ 3,384,085 $ 25,070 $ 810,000 $ 7,309,580 Issued to Abaca shareholders - - - - - Fair value adjustment (83,904 ) (1,115,653 ) (4,755 ) (216,000 ) - Balance at the end of the period $ 189,220 $ 2,268,432 $ 20,315 $ 594,000 $ 7,309,580 PIPE Abaca Private Third Forward For the period ended March 31, 2023 PIPE Abaca Private Third Forward Balance at the beginning of the period $ 286,300 $ - $ 19,110 $ - $ 7,309,580 Fair value adjustment (211,538 ) - (11,157 ) - - Balance at the end of the period $ 74,762 $ - $ 7,953 $ - $ 7,309,580 As of March 31, 2024 and on December 31, 2023, the valuation of private placement warrants, PIPE warrants, and Abaca warrants was carried out using the Black-Scholes model, while the fair value of the Abaca third anniversary payment consideration was determined using the Black Scholes Merton Option pricing model. Contrastingly, in the first quarter of 2023, the fair value assessments for both the private placement warrants and PIPE warrants were conducted using the Black-Scholes model and the Black Scholes-Merton model, respectively. Management believes that the change in method for PIPE warrants was necessary to enhance the precision and control over the valuation process, allowing for a more tailored and responsive approach to the unique characteristics of the derivatives and the evolving market conditions. As of March 31, 2024 and December 31, 2023, these warrants were valued for Level 3 inputs, which are based on observable data to value these derivatives. As of December 31, 2023, the Company assessed the fair value of its forward purchase agreement (FPA) derivative utilizing a Monte Carlo Simulation within a risk-neutral setting, which is a particular instance of the Income Approach, based on calculations from December 31, 2022. Throughout the first quarters of both 2023 and 2024, there were no notable alterations in risk factors that would impact the valuation of the FPA derivative. Consequently, management retained the December 31, 2022, valuation for December 31, 2023 and March 31, 2024. The Company will continue to monitor the fair value of the forward option derivative each reporting period with subsequent revisions to be recorded in the Statements of Operations. During the first quarters of both 2023 and 2024, there were no changes in the classification of financial instruments within Level 2 and Level 3 of the fair value hierarchy. The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the private placement warrants and public warrants as of their measurement dates: Schedule of Level 3 Fair Value Measurement Inputs PIPE Private Third Abaca PIPE Private Third Abaca March 31, 2024 December 31, 2023 PIPE Private Third Abaca PIPE Private Third Abaca Exercise price $ 5 11.5 - 2 $ 5 11.5 - 2 Share Price $ 0.97 0.97 0.97 0.97 $ 1.42 1.42 1.42 1.42 Expected term (years) 3.49 3.49 1.51 4.57 3.74 3.74 1.76 4.84 Volatility 76.00 % 76.00 % 76.00 % 76.00 % 62.95 % 62.95 % 62.95 % 62.95 Risk-free rate 4.26 % 4.26 % 4.26 % 4.36 % 4.25 % 4.25 % 4.25 % 4.25 Warrants and rights outstanding, measurement input 4.26 % 4.26 % 4.26 % 4.36 % 4.25 % 4.25 % 4.25 % 4.25 The following table provides quantitative information regarding Level 3 fair value measurements inputs as it relates to the forward purchase derivatives as of their measurement dates on March 31, 2024 and December 31, 2023: Schedule of Level 3 Fair Value Measurements Inputs March 31, 2024 December 31, 2023 Reset Price $ 1.25 $ 1.25 Expected term (years) 1.49 1.74 Additional Maturity Consideration per share $ 2.00 $ 2.00 Volatility 46 % 46 % Risk-free rate 4.2 % 4.2 % Risk-adjusted discount rate 13.4 % 13.4 % Derivative liability, measurement input 13.4 % 13.4 % |