| Schedule of Reserved Shares of Common Stock |
The
Company has reserved shares of common stock for issuance related to the following:
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| Common
stock warrants | |
| 25,670,265 | | |
| 25,670,265 | |
| Employee
stock purchase plan | |
| 3,174,434 | | |
| 3,174,434 | |
| Stock
options and RSUs, issued and outstanding | |
| 18,299,560 | | |
| 19,164,660 | |
| Stock
options and RSUs, authorized for future issuance | |
| 11,603,508 | | |
| 11,603,508 | |
| SAFE
Agreement | |
| 2,750,000 | | |
| 2,750,000 | |
| Forward
purchase agreements | |
| 6,720,000 | | |
| 6,720,000 | |
| Convertible
notes | |
| 82,635,442 | | |
| 82,460,428 | |
| Deferred
purchase price consideration | |
| 4,973,840 | | |
| 11,640,506 | |
| Total
shares reserved | |
| 155,827,049 | | |
| 163,183,801 | |
|
The
Company has reserved shares of common stock for issuance related to the following:
| | |
As of | |
| | |
December 28, | | |
December 29, | |
| | |
2025 | | |
2024 | |
| Common stock warrants | |
| 25,670,265 | | |
| 31,670,265 | |
| Employee stock purchase plan | |
| 3,174,434 | | |
| 2,628,996 | |
| Stock options and RSUs, issued and outstanding | |
| 19,164,660 | | |
| 11,979,368 | |
| Stock options and RSUs, authorized for future issuance | |
| 11,603,508 | | |
| 2,577,895 | |
| SAFE Agreement | |
| 2,750,000 | | |
| 2,750,000 | |
| Forward purchase agreements | |
| 6,720,000 | | |
| 6,720,000 | |
| Convertible notes | |
| 82,460,428 | | |
| 58,579,636 | |
| Deferred purchase price consideration | |
| 11,640,506 | | |
| — | |
| Total shares reserved | |
| 163,183,801 | | |
| 116,906,160 | |
|
| Schedule of Common Stock for Outstanding Warrants |
The
potential number of shares of the Company’s common stock for outstanding warrants were as follows:
| | | Potential shares of common stock as of | | | Exercise | | | | | | | | March 29, 2026 (1) | | | December 28, 2025 (1) | | | price per share | | | Expiration date | | | Liability classified warrants | | | | | | | | | | | | | | Public Warrants | | | 8,625,000 | | | | 8,625,000 | | | $ | 11.50 | | | July 18, 2028 (2) | | | Private Placement Warrants | | | 6,266,667 | | | | 6,266,667 | | | | 11.50 | | | July 18, 2028 (2) | | | Working Capital Warrants | | | 716,668 | | | | 716,668 | | | | 11.50 | | | July 18, 2028 (2) | | | Total shares of common stock – liability classified warrants | | | 15,608,335 | | | | 15,608,335 | | | | | | | | | | Equity classified warrants | | | | | | | | | | | | | | | | | Series B Warrants (converted to common stock warrants) | | | 5,054 | | | | 5,054 | | | $ | 4.30 | | | February 2026 | | | Series C Warrants (converted to common stock warrants) | | | 482,969 | | | | 482,969 | | | | 1.00 | | | July 2026 | | | Series C-1 Warrants (converted to common stock warrants) | | | 173,067 | | | | 173,067 | | | | 0.01 | | | January 2030 | | | SVB Common Stock Warrants | | | 2,473 | | | | 2,473 | | | | 0.38 | | | 2033 | | | SVB Common Stock Warrants | | | 2,525 | | | | 2,525 | | | | 0.62 | | | 2033 | | | Promissory Note Common Stock Warrants | | | 24,148 | | | | 24,148 | | | | 0.01 | | | October 2031 | | | July 2023 Common Stock Warrants | | | 38,981 | | | | 38,981 | | | | 0.01 | | | July 2028 | | | Common Stock Warrants Issued in 2023 (“Merger Warrants”) | | | 6,266,572 | | | | 6,266,572 | | | | 11.50 | | | July 18, 2033 | | | Cantor Warrant | | | 3,066,141 | | | | 3,066,141 | | | | 1.68 | | | June 2029 | | | Total shares of common stock – equity classified warrants | | | 10,061,930 | | | | 10,061,930 | | | | | | | | | | Total potential shares of common stock | | | 25,670,265 | | | | 25,670,265 | | | | | | | | |
| (1) | Excludes the 2025 Cantor Warrant which was not issued as of March 29, 2026. | | | | | (2) | The warrants expire five years after the Closing date of the Mergers, which date was July 18, 2023, or earlier upon redemption or liquidation. |
|
The
potential number of shares of the Company’s common stock for outstanding warrants were as follows:
| | | Potential shares of common stock as of | | | Exercise | | | | | | | December 28, 2025 (1) | | | December 29, 2024 | | | price per share | | | Expiration date | | Liability classified warrants | | | | | | | | | | | | | Public Warrants | | | 8,625,000 | | | | 8,625,000 | | | $ | 11.50 | | | July 18, 2028 (2) | | Private Placement Warrants | | | 6,266,667 | | | | 6,266,667 | | | | 11.50 | | | July 18, 2028 (2) | | Working Capital Warrants | | | 716,668 | | | | 716,668 | | | | 11.50 | | | July 18, 2028 (2) | | Total shares of common stock – liability classified warrants | | | 15,608,335 | | | | 15,608,335 | | | | | | | | | Equity classified warrants | | | | | | | | | | | | | | | | Series B Warrants (converted to common stock warrants) | | | 5,054 | | | | 5,054 | | | $ | 4.30 | | | February 2026 | | Series C Warrants (converted to common stock warrants) | | | 482,969 | | | | 482,969 | | | | 1.00 | | | July 2026 | | Series C-1 Warrants (converted to common stock warrants) | | | 173,067 | | | | 173,067 | | | | 0.01 | | | January 2030 | | SVB Common Stock Warrants | | | 2,473 | | | | 2,473 | | | | 0.38 | | | 2033 | | SVB Common Stock Warrants | | | 2,525 | | | | 2,525 | | | | 0.62 | | | 2033 | | Promissory Note Common Stock Warrants | | | 24,148 | | | | 24,148 | | | | 0.01 | | | October 2031 | | July 2023 Common Stock Warrants | | | 38,981 | | | | 38,981 | | | | 0.01 | | | July 2028 | | Common Stock Warrants Issued in 2023 (“Merger Warrants”) | | | 6,266,572 | | | | 6,266,572 | | | | 11.50 | | | July 18, 2033 | | Ayna Warrant | | | — | | | | 6,000,000 | | | | 0.01 | | | June 2029 | | Cantor Warrant | | | 3,066,141 | | | | 3,066,141 | | | | 1.68 | | | June 2029 | | Total shares of common stock – equity classified warrants | | | 10,061,930 | | | | 16,061,930 | | | | | | | | | Total potential shares of common stock | | | 25,670,265 | | | | 31,670,265 | | | | | | | |
| (1) | Excludes the 2025 Cantor Warrant (as defined below) which was not issued as of December 28, 2025. | | (2) | The warrants expire five years after the Closing date of the Mergers, which date was July 18, 2023, or earlier upon redemption or liquidation. |
|