Profusa, Inc. Fair Value Disclosure

Note 8 – Fair Value Measurements

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include:

 

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Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

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Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

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Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables present information about the Company’s assets and liabilities that are measured at fair value on December 31, 2024 and 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

		December 31, 2024				Quoted Prices In Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and marketable securities held in trust		$	8,330,835			$	8,330,835			$	—			$	—
Liabilities:
Warrant liabilities – Public Warrants		$	379,500			$	—			$	379,500			$	—
Warrant liabilities – Private Placement Warrants			293,900				—				—				293,900
Warrant liabilities – Representative’s Warrants			22,770				—				—				22,770
Convertible promissory note			8,908,052				—				—				8,908,052
Total		$	9,604,222			$	—			$	379,500			$	9,224,722

 

		December 31, 2023				Quoted Prices In Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and marketable securities held in trust		$	10,873,406			$	10,873,406			$	—			$	—
Liabilities:
Warrant liabilities – Public Warrants		$	85,388			$	85,388			$	—			$	—
Warrant liabilities – Private Placement Warrants			66,128				—				—				66,128
Warrant liabilities – Representative’s Warrants			5,123				—				—				5,123
Convertible promissory note			944,118				—				—				944,118
Total		$	1,100,757			$	85,388			$	—			$	1,015,369

 

The Public Warrants, the Private Placement Warrants and the Representative’s Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations.

 

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants at December 31, 2024 was classified as Level 2 due to the lack of an active market. At December 31, 2023, the Public Warrants was classified as Level 1 due to the use of an observable market quote in an active market. As of December 31, 2024 and 2023, the aggregate value of Public Warrants was $379,500 and $85,388, respectively.

 

The Company uses a Monte Carlo simulation model to value the Private Placement Warrants and the Representative’s Warrants. The Private Placement Warrants and the Representative’s Warrants were classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The key inputs into the Monte Carlo simulation model for the warrant liabilities were as follows at December 31, 2024 and 2023:

 

		December 31, 2024				December 31, 2023
Input
Risk-free interest rate			4.18	%			5.06	%
Expected term (years)			0.89				0.71
Expected volatility			De minimis	%			De minimis	%
Exercise price		$	11.50			$	11.50
Fair value of Common stock		$	12.12			$	11.16

 

The key inputs into the Monte Carlo simulation model for the convertible promissory note were as follows at December 31, 2024 and 2023:

 

		December 31, 2024				December 31, 2023
Input
Risk-free interest rate			4.18	%			5.48	%
Expected term (years)			0.27				0.19
Expected volatility			De minimis	%			De minimis	%
Exercise price		$	11.50			$	11.50
Fair value of Common stock		$	12.12			$	11.16

 

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023:

 

		Private Placement Warrants				Representative’s Warrants				Warrant Liability
Fair value at December 31, 2023		$	66,128			$	5,123			$	71,251
Change in fair value of warrant liabilities			227,772				17,647				245,419
Fair value at December 31, 2024		$	293,900			$	22,770			$	316,670

 

		Private Placement Warrants				Representative’s Warrants				Warrant Liability
Fair value at December 31, 2022		$	377,857			$	29,274			$	407,131
Change in fair value of warrant liabilities			(311,729	)			(24,151	)			(335,880	)
Fair value at December 31, 2023		$	66,128			$	5,123			$	71,251

 

		Convertible Promissory Note
Fair value at December 31, 2023		$	944,118
Principal borrowing			797,981
Change in fair value of convertible promissory note			7,165,953
Fair value at December 31, 2024		$	8,908,052

 

		Convertible Promissory Note
Fair value at December 31, 2022		$	—
Principal borrowing			1,121,815
Change in fair value of convertible promissory note			(177,697	)
Fair value at December 31, 2023		$	944,118

 

The fair value of the Company’s convertible promissory note is valued using a compound option formula on the convertible feature and a present value of the host contract. The valuation technique requires inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumption about the assumptions a market participant would use in pricing the working capital loan.

The convertible promissory note was classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the note. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the note. The expected life of the note is assumed to be equivalent to their remaining contractual term.