v3.25.2
Warrants
6 Months Ended
Jun. 30, 2025
Warrants  
Warrants

7.

Warrants

Pre-Funded Warrants

In April 2025, in conjunction with the 2025 Share Exchange (see Note 6), the Company issued the 2025 Share Exchange Warrants with an exercise price of $0.001 per share and no expiration date. The 2025 Share Exchange Warrants are exercisable immediately and have substantially identical terms to the form of 2024 Pre-Funded Warrant (see below).

On August 15, 2024, the Company entered into a share surrender and warrant agreement with certain affiliated shareholders (the “2024 Shareholders”), pursuant to which (i) the 2024 Shareholders surrendered an aggregate of 4,000,000 Class A Ordinary Shares owned by the 2024 Shareholders, for no consideration, which were immediately cancelled and retired, upon surrender; and (ii) the Company issued pre-funded warrants to purchase an aggregate of 4,000,000 Ordinary Shares, with an exercise price of $0.001 per share (the “2024 Share Exchange Warrants”).

In connection with the April 2024 Private Placement, the Company sold to accredited investors the pre-funded warrants to purchase up to 16,102,348 Class A Ordinary Shares at a price of $3.107 per pre-funded warrant for an aggregate purchase price of $50.0 million (the “2024 Pre-Funded Warrants”).

In connection with the April 2023 Private Placement, the Company sold to accredited investors pre-funded warrants to purchase up to 3,782,000 Class A Ordinary Shares at a price of $4.249 per pre-funded warrant for an aggregate purchase price of approximately $16.1 million (the “2023 Pre-Funded Warrants”).

As of June 30, 2025 and December 31, 2024, there was an aggregate 30,384,348 and 23,884,348 pre-funded warrants outstanding, respectively, consisting of the 2023 Pre-Funded Warrants, 2024 Pre-Funded Warrants, 2024 Share Exchange Warrants and the 2025 Share Exchange Warrants (collectively, the “Pre-Funded Warrants”), each with an exercise price of $0.001. See Note 12.

Each Pre-Funded Warrant is exercisable for one Class A Ordinary Share at any time or times until the Pre-Funded Warrants are exercised in full. A holder of the Pre-Funded Warrants (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would beneficially own

more than 4.99% or 9.99%, depending on the holder of the Company’s outstanding Class A Ordinary Shares immediately after exercise, which percentage may be increased or decreased to any other percentage specified not in excess of 19.99% at the holder’s election upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants.

Warrant Exchange

On August 12, 2024, the Company completed an exchange offer (the “Exchange Offer”) relating to its outstanding warrants that it assumed in connection with the Business Combination, including (i) public warrants to purchase 5,910,000 Class A Ordinary Shares (the “Public Warrants”) that were held by JATT, and (ii) private placement warrants to purchase 6,899,996 Class A Ordinary Shares (the “Private Placement Warrants”) that were held by JATT shareholders, and issued 2,064,082 Class A Ordinary Shares in exchange for the Public Warrants and 1,718,108 Class A Ordinary Shares in exchange for the Private Placement Warrants (collectively, the “Warrant Exchange”).