Capitalization |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Capitalization | Capitalization On May 23, 2025, the Company closed its IPO, in which 8,400,000 shares of Class A common stock were issued and sold by the Company at $16.00 per share. Immediately prior to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the 41,994,022 outstanding shares of redeemable convertible preferred stock automatically converted into an equal number of shares of the Company's common stock. These shares, plus the previously outstanding 16,441,170 shares of the Company's common stock, were then reclassified into an equal number of shares of the Company's Class A common stock. Immediately following the effectiveness of the Certificate of Incorporation and common stock reclassification, 28,991,483 shares of the Company's Class A common stock outstanding and beneficially owned by the Company's CEO, and certain related entities, were then exchanged for an equivalent number of shares of the Company's Class B common stock. Upon the completion of the IPO and filing of the Certificate of Incorporation, the Company's authorized capital stock consists of 400,000,000 shares of Class A common stock, par value of $0.0001 per share, 100,000,000 shares of Class B common stock, par value of $0.0001 per share, and 50,000,000 shares of undesignated preferred stock, par value of $0.0001 per share. The rights and the holders of the Company's Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of the Company's Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company's capital stock. Each share of the Company's Class B common stock is entitled to 10 votes per share and is convertible at any time into one share of the Company's Class A common stock. The holders of Class A common stock and Class B common stock vote together as a single class, unless otherwise required by law or the Certificate of Incorporation. The outstanding Class A common stock reflected in these financial statements as of March 31, 2026 excludes 2,519,354 shares issued via execution of partial recourse promissory notes and 1,574,721 shares issued as Earnout Shares. Since the Earnout Shares are subject to unsatisfied conditions or contingencies, they have been excluded from outstanding common stock and the denominator used to calculate basic earnings per share for as long as the conditions remain unsatisfied. See Note 10, Stock-Based Compensation, for details of the partial recourse promissory notes. During the three months ended March 31, 2026, 5,126,715 shares of Class B common stock were converted into Class A common stock. As of March 31, 2026, there were no shares of preferred stock issued or outstanding. The Company’s Board of Directors is authorized to determine the rights of each offering of stock including, among other terms, dividend rights, voting rights, conversion rights, redemption prices and liquidation preferences, if any, subject to the limitations of applicable laws, regulations, and the Company’s charter.
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