11. Standby Equity Purchase Agreements

On April 21, 2025, the Company entered into a Standby Equity Purchase Agreement (“2025 SEPA) with YA, pursuant to which the Company has the right, but not the obligation, to issue and sell to YA, and YA shall purchase from the Company, up to $25,000 in aggregate gross purchase price of newly issued fully paid shares of the Company’s Class A common stock. The 2025 SEPA shall terminate on the earliest of (i) April 21, 2028 and (ii) the date on which YA shall have made payment of any advances requested pursuant to the 2025 SEPA for shares of Common Stock equal to $25,000. Each sale that the Company requests under the 2025 SEPA (an “Advance”) may be for a number of shares of Common Stock that the Company may determine, subject to certain limitations set forth in the 2025 SEPA. The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of Common Stock during the three consecutive trading days commencing on the date of the delivery of the Advance, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. During the six months ended June 30, 2025, the Company did not deliver any Advance Notice.

In connection with the execution of the 2025 SEPA, the Company agreed to pay a commitment fee of $500 as consideration for YA’s irrevocable commitment to purchase the shares of common stock pursuant to the SEPA. Half of such commitment fee is due within six months from April 21, 2025 while the remaining half is due within twelve months.

The 2025 SEPA terms and conditions represent: i) at inception - a purchased put option   on the Company’s Class A common shares and, ii) upon delivery of an advance notice - a forward contract on the Company’s Class A common shares. Neither the purchased put option nor the forward contract qualifies for equity classification.

As a result of the above classification of the 2025 SEPA, at inception the Company expensed as SEPA’s transactions costs  the commitment fee.

The table below presents the impact on the condensed consolidated statements of operations related to the SEPAs for the three and six months ended June 30, 2025, and 2024.

During the six months ended June 30, 2024, the Company delivered multiple advance notices, under the 2023 SEPA for the sale of 35,400,000 Class A Common Shares, resulting in cumulative gross proceeds of $564.