v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
DTR Acquisition Closing
At Closing of the DTR Acquisition on April 30, 2026, the Company issued the Consideration Shares, which consist of 11,316,775 shares of Class A Common Stock, to Mr. Naheta and the DTR Holders. In addition, following the Closing, to the extent the Company issues shares of Class A Common Stock in respect of warrants to purchase shares of Common Stock that were outstanding as of the date of the DTR Purchase Agreement, the Consideration Shares will be increased by a number of shares equal to (x) 31.5% multiplied by (y) the number of shares of Common Stock issued upon the exercise or conversion of such warrants. Assuming all such warrants are fully exercised for cash, the Company would issue up to an additional 725,592 shares of Class A Common Stock as part of the Consideration Shares.
The preliminary accounting for the acquisition has not yet been completed as of the date these financial statements were issued, primarily due to the ongoing valuation of acquired assets and assumed liabilities, including identifiable intangible assets and goodwill. Accordingly, the initial accounting for the transaction remains incomplete.

Management has determined that it is impracticable to disclose the preliminary allocation of the purchase price at this time. The Company is in the process of obtaining the information necessary to complete the valuation analyses and other studies required to determine the fair values of the assets acquired and liabilities assumed.
Had the acquisition occurred on January 1, 2025, unaudited pro-forma revenue for the three months ended March 31, 2026 and March 31, 2025 would have been approximately $243.6 million and $1,065.8 million, respectively. Unaudited pro-forma earnings for the three months ended March 31, 2026 and March 31, 2025 would have been approximately $12.9 million loss and $14.7 million income, respectively. These amounts are preliminary and provided for informational purposes only and are not necessarily indicative of the results that would have occurred had the acquisition been completed on the assumed date.
Exercise of Pre-Funded Warrants
Effective April 29, 2026, the investors holding the 2026 Pre-Funded Warrants elected to exercise them in full and purchase an aggregate 2,475,201 shares of Class A Common Stock. The Company received an immaterial amount of proceeds from the exercise of the 2026 Pre-Funded Warrants.