v3.25.2
Redeemable Convertible Preferred Stock
6 Months Ended
Jun. 30, 2025
Temporary Equity Disclosure [Abstract]  
Redeemable Convertible Preferred Stock
7.
Redeemable Convertible Preferred Stock

Redeemable convertible preferred stock (“Preferred Stock”) outstanding as of December 31, 2024 consisted of the following (in thousands, except share amounts):

 

Preferred Stock

 

Authorized
Shares

 

 

Issued and
Outstanding
Shares

 

 

Net Value

 

 

Liquidation Preference

 

Series Seed - 1

 

 

3,078,601

 

 

 

3,078,601

 

 

$

1,057

 

 

$

1,057

 

Series Seed - 2

 

 

493,325

 

 

 

493,325

 

 

 

250

 

 

 

206

 

Series A-1

 

 

975,463

 

 

 

975,463

 

 

 

903

 

 

 

808

 

Series A-2

 

 

7,112,809

 

 

 

7,112,809

 

 

 

7,362

 

 

 

7,362

 

Series B

 

 

11,500,586

 

 

 

11,500,586

 

 

 

24,930

 

 

 

26,000

 

Series C

 

 

10,253,027

 

 

 

10,253,027

 

 

 

74,711

 

 

 

75,000

 

Series C-1

 

 

2,258,620

 

 

 

2,258,620

 

 

 

15,856

 

 

 

15,282

 

Series D

 

 

7,354,666

 

 

 

7,314,041

 

 

 

326,457

 

 

 

319,763

 

Series E

 

 

5,163,674

 

 

 

5,163,674

 

 

 

399,746

 

 

 

400,000

 

 

 

48,190,771

 

 

 

48,150,146

 

 

$

851,272

 

 

$

845,478

 

 

Preferred stock outstanding as of June 30, 2025 consisted of the following (in thousands, except share amounts):

 

Preferred Stock

 

Authorized
Shares

 

 

Issued and
Outstanding
Shares

 

 

Net Value

 

 

Liquidation Preference

 

Series E

 

 

4,330,341

 

 

 

2,581,837

 

 

$

199,874

 

 

$

200,000

 

 

 

4,330,341

 

 

 

2,581,837

 

 

$

199,874

 

 

$

200,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Company recorded the Preferred Stock at the value of proceeds received on the dates of issuance, net of issuance costs. During the three months ended March 31, 2025, the Company recorded an adjustment to the Series D and Series E preferred stock to reflect the deemed contribution from the extinguishment of certain shares of Series D and Series E preferred stock subject to the Stock Repurchase Agreement.

Pursuant to the Stock Repurchase Agreement, immediately prior to the completion of the Company’s IPO, the Company recorded the repurchased shares of Series E preferred stock from Coatue for an aggregate purchase price of $50.0 million.

Immediately prior to the completion of the IPO, the Company filed its amended and restated certificate of incorporation, which authorized 4,330,341 shares of Series E preferred stock. As of June 30, 2025, there were 2,581,837 shares of Series E preferred stock issued and outstanding.

The holders of the Series E preferred stock have the following rights, preferences and privileges as of June 30, 2025:

Voting Rights—The holders of the Series E preferred stock will initially vote as though their shares of Series E preferred stock had been converted into shares of Class B common stock (which conversion ratio is subject to any anti-dilution adjustment), with fifteen votes per share on all matters submitted to a vote of the stockholders; provided, however, that the Series E preferred stock will not entitle such holder to vote with respect to the election of directors. The holders of the Series E preferred stock will retain additional rights, including the requirement that the Series E holders provide their affirmative vote or written consent in order for the Company to (i) amend, alter or repeal of any provision of its amended and restated certificate of incorporation or amended and restated bylaws in a manner that materially adversely affects the holders of the Series E preferred stock, (ii) waive the rights, preferences, and privileges of the Series E preferred stock including any waiver of the anti-dilution adjustment, (iii) waive the classification of a transaction as a “liquidation transaction” or any distribution of proceeds in connection with the Company’s liquidation, dissolution or winding up, or with a merger or consolidation or any other liquidation transaction, (iv) amend, alter, or repeal the definition of the threshold for the Series E preferred stock voting rights, or (v) increase or decrease (other than by conversion) the total number of authorized shares of Series E preferred stock. A “liquidation transaction” occurs if the Company (i) sells, conveys, exclusively licenses or otherwise disposes of all or substantially all of its assets, property or business, in one transaction or a series of related transactions, (ii) merges with or into or consolidates with any other corporation, limited liability company or other entity (other than a wholly-owned subsidiary), in one transaction or a series of related transactions, or (iii) effects the Company’s liquidation, dissolution or winding up; provided that none of the foregoing will be considered a liquidation transaction if the transaction is: (A) a merger effected exclusively for the purpose of changing the Company’s domicile or (B) a bona fide equity financing in which the Company is the surviving corporation.

Dividends—If the Company’s board of directors declares a dividend while shares of the Series E preferred stock remain outstanding, then such shares of Series E preferred stock shall first receive, or simultaneously receive, a dividend on each then outstanding share of Series E preferred stock in an amount at least equal to the dividend payable on each share of Series E preferred stock determined as if all shares of such Series E preferred stock had been converted into the applicable series of common stock.

Conversion—The Series E preferred stock has no stated maturity and will remain outstanding until all shares of the Series E preferred stock are converted into common stock. Each share of Series E preferred stock will be initially convertible into one share of Class B common stock (subject to any anti-dilution adjustment) at any time at the option of the holder, except that the shares of the Series E preferred stock will automatically convert into an equal number of shares of Class A common stock or Class B common stock, as applicable (subject to any anti-dilution adjustment), upon the sale of the Company’s common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act where the public offering price is at least $77.46420 per share and the Company receives at least $100.0 million in aggregate cash proceeds, net of underwriting discounts and commissions. However, each share of Series E preferred stock will not be convertible into Class B common stock and instead will be convertible into Class A common stock (i) after the Class B Mandatory Conversion Time (as defined in the Company’s amended and

restated certificate of incorporation), (ii) after the date any person and such person affiliates that beneficially owned shares of Series E preferred stock as of the immediately upon the filing and effectiveness of the Company’s amended and restated certificate of incorporation in connection with the IPO (the “Effective Time”) cease to beneficially own in the aggregate a number of shares of capital stock equal to at least 50% of the capital stock that such person and such person’s affiliates beneficially owned in the aggregate as of the Effective Time, or (iii) at any time that such Series E preferred stock is held by any person who was not the beneficial owner of such shares of Series E preferred stock as of the Effective Time. Once converted into common stock, the Series E preferred stock may not be reissued.

Anti-Dilution Adjustments—Subject to certain exceptions, any time the Company issues additional shares of capital stock without consideration or for consideration less than the Series E preferred stock conversion price, which is $77.46420, the Series E preferred stock conversion price will be automatically adjusted downward according to a broad-based weighted average formula, according to which the Series E preferred stock conversion price will be automatically adjusted by a fraction, (x) the numerator of which shall be the number of shares of common stock outstanding and deemed issued according to the Company’s amended and restated certificate of incorporation (“Outstanding Common”) plus the number of shares of common stock that the aggregate consideration received by the Company for such issuance of the Additional Stock (as defined below) would purchase at such conversion price; and (y) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Stock. “Additional Stock” is any common stock issued or deemed issued by the Company after October 22, 2021, other than (i) securities issued pursuant to stock splits, stock dividends and similar transactions, (ii) securities issuable upon conversion, exchange or exercise of convertible, exchangeable or exercisable securities outstanding as of October 22, 2021, including, without limitation, warrants, notes or options, (iii) common stock issued or issuable pursuant to the Company’s stock option plans or restricted stock plans or agreements, (iv) the Company’s sale of common stock issued or issuable in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, (v) securities issued or issuable as consideration for the acquisition by the Company of another company or business approved by the Company’s board of directors, (vi) securities issued or issuable primarily for non-equity financing purposes to financial institutions, equipment lessors, brokers or similar persons in connection with commercial credit arrangements, equipment financings, commercial property lease transactions or similar transactions approved by the board of directors, (vii) securities issued or issuable to an entity as a component of any business relationship with such entity primarily for the purpose of (a) joint venture, technology licensing or development activities, (b) distribution, supply or manufacture of the Company’s products or services or (c) any other arrangements involving corporate partners that are primarily for purposes other than raising capital, the terms of which business relationship with such entity are approved by the Company’s board of directors, (viii) common stock issued or issuable upon conversion of the Preferred Stock and (ix) securities issued or issuable in any other transaction for a consideration per share of less than the Series E preferred stock conversion price if the holders of the Series E preferred stock provide their affirmative vote.

Fractional Shares—The Company will not issue any fraction of a share of common stock upon any conversion of the Series E preferred stock. If the issuance would result in the issuance of a fraction of a share of common stock, the number of shares of common stock to be issued will be rounded down to the nearest whole share.

Right to Receive Liquidation Distribution—In the event of the Company’s liquidation, dissolution, or winding up, the holders of shares of the Series E preferred stock will be entitled to receive out of the net assets legally available for distribution to stockholders, after the payment of all of the Company’s debts and other liabilities, prior and in preference to any distribution of any assets to holders of the Company’s common stock, an amount of $77.46420 per share for each then outstanding share of Series E preferred stock plus any declared but unpaid dividends on such shares, which amount is equal to $200.0 million as of June 30, 2025. In order to waive any distribution of proceeds in the event of the Company’s liquidation, dissolution, or winding up, the holders of the Series E preferred stock must provide their written consent or affirmative vote.

Redemption—The Series E preferred stock is not mandatorily redeemable.

Fully Paid and Non-Assessable—All of the outstanding shares of the Series E preferred stock are fully paid and non-assessable.