The Company adopted the 2022 Incentive Award Plan (the “2022 Incentive Plan”, collectively, with the 2006 Plan and the 2016 Plan, the “Plans”) effective April 26, 2022. The Company reserved 19,650,371 shares of Class A Common Stock for the issuance of awards under the 2022 Incentive Plan ("the Initial Limit"). The Initial Limit represents 10% of the aggregate number of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period. As of June 30, 2025, the Company had 17,288,175 shares remaining for issuance under the 2022 Incentive Plan.

The Company adopted the 2022 Employee Stock Purchase Plan (the “ESPP”) effective April 26, 2022. An aggregate of 3,930,074 shares of the Company’s Class A Common Stock has been reserved for issuance or transfer pursuant to rights granted under the ESPP (“Aggregate Number”). The Aggregate Number represents 2% of the aggregate number of shares of the Company’s common stock outstanding immediately after the Closing and is subject to increase each year over a ten-year period. The ESPP provides eligible employees with an opportunity to purchase common stock from the Company at a discount through accumulated payroll deductions. The ESPP is being implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Company’s Board of Directors may specify offerings but generally provides for a duration of 27 months. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the lower of the fair market value per share of the Company’s common stock on either the offering date or on the purchase date. The ESPP also includes a six-month look-back provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. The first offering period under the ESPP began on November 1, 2022. As of June 30, 2025, 1,074,224 shares of Class A Common Stock were issued under the ESPP.

The Company adopted 2024 Employment Inducement Incentive Award Plan (the “2024 Inducement Plan”, collectively, with the 2016 Plan and the 2022 Incentive Plan, the “Plans”) effective August 6, 2024. The Company reserved 6,000,000 shares of Class A Common Stock for the issuance of awards under the 2024 Inducement Plan. As of June 30, 2025, the Company had 2,493,542 shares remaining for issuance under the 2024 Inducement Plan.

Options granted generally have a maximum term of 10 years from grant date, are exercisable upon vesting unless otherwise designated for early exercise by the Board of Directors at the time of grant, and generally vest over a four-year period, with a 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years.

As of June 30, 2025, the total unrecognized stock-based compensation expense related to the unvested stock options was approximately $0.4 million, which we expect to recognize over a weighted-average period of 0.32 years. There were no options granted during the three and six months ended June 30, 2025.

RSUs granted generally vest over a four-year period, with 25% cliff vesting after one year and then ratably on a monthly basis for the remaining three years. Besides RSUs with vesting condition tied to requisite service period, the Company also issues RSUs with vesting conditions tied to certain market conditions (“Market-Based RSUs”) and RSUs with vesting conditions tied to certain performance criteria ("Performance-Based RSUs").

In connection with the SYNQ3 Acquisition, the Company granted 1,434,978 RSUs (the "Retention Pool"), 25% of which is subject to service conditions that vest at the end of each of the upcoming three fiscal years and 75% of which is subject to both service and performance-based vesting conditions at the end of each of the upcoming three fiscal years, respectively.

The performance level for each of the fiscal years 2024, 2025 and 2026 is based on tiered annual revenue targets, subject to a floor of $9.0 million, $21.0 million and $30.0 million, respectively, with vesting ranging from 50% to 100% of the RSUs granted depending on the level of achievement of the specified revenue target in each year.

The Company assesses the probability of vesting of the above performance-based awards from the Retention Pool every reporting period. As of June 30, 2025, performance level of 2024 revenue amount was not met. The Company assessed the performance level of 2025 was not probable of being met but the performance level of 2026 was probable of being met.

The Company also granted zero and 3,533,500 RSUs that vest over a four-year requisite service period to Amelia employees under 2024 Inducement Plan during the three and six months ended June 30, 2025, respectively. Additionally, the Company granted 587,697 and 1,967,609 RSUs to other employees of the Company during the three and six months ended June 30, 2025, respectively.

As of June 30, 2025, the total unrecognized stock-based compensation expense related to the unvested Performance-based RSUs was approximately $6.0 million. There were zero and 50,000 Performance-Based RSUs granted under 2024 Inducement Plan during the three and six months ended June 30, 2025, respectively.

In connection with the SYNQ3 Acquisition, a total of 2,033,156 unvested restricted Class A Common Stock shares ("RSAs") were issued, 25% of which are subject to service conditions that vest at the end of each of the upcoming three fiscal years in three tranches, and 75% of which is subject to both service and performance-based vesting conditions in three tranches.

The performance level for each of the fiscal years 2024, 2025 and 2026 is based on tiered annual revenue targets, subject to a floor of $9.0 million, $21.0 million and $30.0 million, respectively, with vesting ranging from 50% to 100% of the RSAs granted depending on the level of achievement of the specified revenue target in each year.

The Company assesses the probability of vesting of the above performance-based awards every reporting period. As of June 30, 2025, the performance level of the 2024 revenue amount was not met. The Company assessed the performance level of 2025 was not probable of being met but the performance level 2026 was probable of being met.

As of June 30, 2025, the total unrecognized stock-based compensation expense related to the unvested RSAs subject to service-based vesting condition and unvested RSAs subject to performance-based vesting condition was approximately $0.1 million and $0.7 million, respectively, over a weighted average period of 1.21 years. Refer to Note 3 for further information on the SYNQ3 Acquisition.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of revenues	$	4,175	$	107	$	4,318	$	259
Sales and marketing	4,267		1,209		7,176		2,184
Research and development	10,256		3,618		18,519		7,166
General and administrative	5,112		2,319		11,237		4,623
Total	$	23,810	$	7,253	$	41,250	$	14,232