Note 8 — Stockholders’ Deficit

According to the Company’s Amended and Restated Articles of Organization (the “Holdco A&R Articles”), as of March 31, 2025, the Company is authorized to issue 30,000,000 shares of Holdco Class A Common Stock, par value $0.0001, 1,000,000 shares of Holdco Class B Common Stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001.

Holdco Class A Common Stock entitles the holders thereof to one vote per share on all matters on which the shares of Holdco Class A Common Stock is entitled to vote, and Holdco Class B Common Stock entitles the holders thereof to fifteen votes per share on all matters on which the shares of Holdco Class B Common Stock are entitled to vote. Additionally, for so long as the RWT Founders (Paul T. Dacier, Harry L. You, and Niccolo de Masi, or their affiliates) hold at least 20% of the number of shares of Holdco Class B Common Stock collectively held by them as of the Closing, the RWT Founders have rights that are different from unaffiliated shareholders, including the right to fill vacancies on the Holdco Board, to call special meetings of shareholders, and the Holdco A&R Articles permits action by written consent of the shareholders and requires that amendments to the Holdco A&R Articles be approved by a majority of the shares of Holdco Common Stock entitled to vote in lieu of two-thirds of the shares of Holdco Common Stock entitled to vote on the matter.

The dual class structure will terminate on the date that is five years after completion of the Business Combination, or earlier (i) at the option of the holder at any time, (ii) automatically on the date on which the RWT Founders or their Permitted Transferees (as defined in the Holdco A&R Articles) collectively own twenty percent (20%) or less of the number of shares of Holdco Class B Common Stock collectively held by such persons or their Permitted Transferees immediately after the completion of the Business Combination, (iii) automatically upon the occurrence of a transfer of Holdco Class B Common Stock that is not a Permitted Transfer, and (iv) automatically on the date specified by the affirmative vote of the holders of Holdco Class B Common Stock representing not less than two-thirds (2∕3) of the voting power of the Holdco Class B Common Stock. The Holdco Class A Common Stock and the Holdco Class B Common Stock have identical economic rights, including dividend and liquidation rights.

Holdco Preferred Stock

As of March 31, 2025 and December 31, 2024, there was no preferred shares outstanding, as retroactively restated to reflect the Business Combination.

Holdco Class A Common Stock

In connection with the Business Combination, Holdco converted an aggregate of (i) 723,414 Coliseum public shares and (ii) 3,750,000 Coliseum founder shares into Holdco Class A Common Stock on a one-to-one ratio and also converted 3,750,000 Coliseum private placement warrants into 806,250 Holdco Class A Common Stock, for an aggregate of 5,279,664 shares of Holdco Class A Common Stock.

Also, in connection with the Business Combination, Holdco also converted an aggregate of 1,232 shares of RWT legacy preferred stock and 250 shares of RWT legacy Class A common stock into 2,125,539 shares of Holdco Class A Common Stock based on an exchange ratio equal to approximately 1,434.

In connection with the Business Combination, the Company issued an aggregate of 118,557 shares of Holdco Class A Common Stock in the PIPE Investment. On the Closing Date, the Company closed on $700,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 61,474 shares of Class A Common Stock to the PIPE Investors, and recorded a subscription receivable of $650,000 from two PIPE Investors for the purchase of 57,083 shares of Class A Common Stock. On January 29, 2025, the Company closed an additional $500,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 43,910 shares of Class A Common Stock to the PIPE Investors. On February 6, 2025, the Company closed on the remaining $150,000 of investment pursuant to the PIPE Subscription Agreements and issued an aggregate of 13,173 shares of Class A Common Stock to the PIPE Investors.

In addition, at Closing, the Company issued 5,000 shares of Holdco Class A Common Stock to a third-party consulting firm.

As of March 31, 2025 and December 31, 2024, the Company had an aggregate of 7,528,761 shares of Class A Common Stock issued and outstanding.

Holdco Class B Common Stock

As of March 31, 2025 and December 31, 2024, the Company had an aggregate of 57,752  shares of Class B Common Stock issued and outstanding.

Stock Options

On August 23, 2024, the Company granted 1,433,892 and 716,946 options, as retroactively restated to reflect the Business Combination, to purchase RWT’s Class A common stock to Harry You and Niccolo de Masi, respectively. The options expire ten years from the date of grant, had an exercise price of $2.06 and were fully vested upon the grant date.

The Company fully recognized approximately $2.8 million for stock-based compensation expenses upon issuance of such options in August 2024.