Subsequent Events |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events The Company has evaluated and recognized or disclosed subsequent events, as appropriate, from the consolidated balance sheet date through the date the consolidated financial statements were issued. On January 7, 2026, the Company announced updates to its Board and executive leadership structure intended to delineate board oversight, enhance operational focus, and position the Company for its next phase of growth as a scaled public FinTech platform. The leadership updates include: •Michael Seifert stepped down as Chairman of the Board. •Dusty Wunderlich was named Chairman of the Board and has stepped down as Chief Strategy Officer of the Company. The Company concluded that this change constituted a Type III accounting modification (improbable-to-probable) under ASC 718 due to the reduction in operational responsibilities associated with the new role. •Blake Masters was appointed Lead Independent Board Director and will provide independent oversight and serve as liaison between the Board and management. •Michael Perkins was appointed Chief Operating Officer. •Mike Hebert stepped down as Chief Operating Officer and was named Senior Vice President of People to oversee the organizational development, talent and culture of the Company. The Company concluded that this change constituted a Type III accounting modification (improbable-to-probable) under ASC 718 due to the reduction in operational responsibilities associated with the new role. On January 27, 2026, Michael Seifert stepped down as Chief Executive Officer and resigned from the Company's Board of Directors. Dusty Wunderlich was appointed as Chief Executive Officer. As part of Mr. Seifert's separation from the Company, Mr. Seifert forfeited 1,000,000 shares of Class C common stock. As of February 27, 2026, all of Mr. Seifert's Class C common stock converted on a one-for-one basis into shares of Class A common stock. As a result, Mr. Seifert no longer possesses a majority of the voting power of the Company's common stock and the Company is no longer a "controlled company" under NYSE rules. The Company is now required to comply with certain NYSE rules that govern corporate governance standards from which we were previously exempt, subject to certain phase-in periods. These include the requirement to have (i) a majority of independent directors, (ii) a nominating/corporate governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. NYSE rules mandate that the Company must satisfy the majority independent board requirement within one year of the date its status changed and have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changes, at least a majority of independent members on each committee within 90 days of the date its status changes and fully independent committees within one year of the date its status changes. There can be no assurance that the Company will be able to satisfy such requirements. Failure to meet such requirements could subject the Company to delisting from the NYSE. On February 10, 2026, the Company received written notice from the NYSE that the Company is not in compliance with the NYSE Listed Company Manual (i) Rule 802.01B, relating to the Company's required minimum total market capitalization over a consecutive 30 trading-day period and minimum stockholders equity, and (ii) Rule 802.01C, relating to the minimum average closing price of the Company's Class A Common Stock, required over a consecutive 30 trading-day period. This notice does not result in the immediate delisting of the Company's Class A Common Stock. The Company responded to the NYSE within 10 business days of its intent to submit a business plan to regain compliance with Rule 802.01B and to cure its non-compliance with Rule 802.01C, and intends to submit a business plan to the NYSE within 45 days demonstrating compliance with Rule 802.01B within 18 months of receipt of the notice. If the NYSE accepts the business plan, the Company will be subject to quarterly monitoring; if the NYSE does not accept the plan or the Company fails to comply with the plan, the NYSE may commence suspension and delisting procedures. The Company can gain compliance with Rule 802.01C at any time within the six-month cure period if, on the last trading day of any calendar month during the cure period, the Class A Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on that date. On February 17, 2026, the Company issued a press release regarding the NYSE notice.
On March 12, 2026, the Company entered into the Second Amended and Restated Loan and Security Agreement which extends the funding termination date through July 31, 2027. No other material changes were made to the terms of the Company's Amended and Restated Loan and Security Agreement as a result of this agreement. |