| 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. |
|