On November 15, 2023 and December 13, 2023, in conjunction with the Company’s issuance of Series A-1 Preferred Stock to Searchlight, the Company issued a total of 12,024,711 warrants to Searchlight (historically referred to as the “Penny Warrants,” however, the exercise price has been adjusted to $0.05 per warrant due to the reverse stock split). These warrants were exercisable immediately post-issuance for either the exercise price or by using a formula for cashless exercise. The Penny Warrants will expire on November 13, 2033, unless redeemed earlier.

The Company determined that the Penny Warrants were required to be classified as a liability. The Penny Warrants were initially measured at fair value and are subsequently remeasured at fair value at every reporting period. See Note 11 — Fair Value Measurements.

In 2021, the Company issued warrants to third-party investors (the “Public Warrants”). The Public Warrants will expire five years after the completion of the Company’s initial public offering, on October 1, 2026, unless redeemed earlier.

The Public Warrants are classified as equity, and the fair value of the Public Warrants as of the date of the Company’s initial public offering was recorded as additional paid-in capital. As these warrants are equity-classified, the fair value of these warrants is not subsequently remeasured.

In its initial public offering process, the Company also sold warrants to affiliates of its private equity sponsor at the time (“Private Placement Warrants”), Cerberus Telecom Acquisition Corp. (“CTAC”). As of December 31, 2024 and December 31, 2023, 272,779 Private Placement Warrants remained outstanding, and were held by affiliates of CTAC. The Private Placement Warrants will expire five years after the completion of the Company’s initial public offering, on October 1, 2026, unless earlier redeemed.

Based on certain provisions within the Private Placement Warrant governing documents, the Company determined that the Private Placement Warrants were required to be classified as a liability. The Private Placement Warrants were initially measured at fair value and are subsequently remeasured at fair value at every reporting period. See Note 11 — Fair Value Measurements.


Warrant Issue	Pre- or Post- Reverse Stock Split	Number of Warrants	Exercise Price		Shares Issuable	Cost to Holder(s) (1)
Penny Warrants (2)	Pre-reverse stock split	12,024,711	$	0.01	12,024,711	$	120
	Post-reverse stock split	12,024,711	$	0.05	2,404,943	$	120

Public Warrants	Pre-reverse stock split	8,638,966	$	11.50	8,638,966	$	99,348
	Post-reverse stock split	8,638,966	$	57.50	1,727,794	$	99,348

Private Placement Warrants	Pre-reverse stock split	272,779	$	11.50	272,779	$	3,137
	Post-reverse stock split	272,779	$	57.50	54,556	$	3,137

(2) Cost to Holder(s) in the case of the Penny Warrants is stated assuming cash paid for exercise. A cashless exercise option is also available to the Holder(s), which would result in fewer shares issuable.