10. Series A Preferred Stock

As of June 30, 2026 and December 31, 2025, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 100,000,000 shares of $0.0001 par value preferred stock (“Series A Preferred Stock”), of which 10,000,000 shares have been designated as Series A Preferred Stock.

The Company has outstanding an aggregate of 4,126,667 shares of Series A Preferred Stock as of June 30, 2026 and December 31, 2025 to the following investors:

The holders of the Series A Preferred Stock have the following rights and preferences:

Voting Rights

The holders of the Series A Preferred Stock are not entitled to vote or receive notice of any meeting of stockholders, except in the case that the Company creates any equity or debt instrument that ranks senior or pari passu to the rights of the Series A Preferred Stock or in the case of any adverse change to the powers, preferences or special rights of the Series A Preferred Stock.

Conversion Rights

Each share of Series A Preferred Stock shall be convertible, at the option of the holder, at any time after the date of issuance into such number of shares of Class A Common Stock as determined by dividing the issuance price of the shares of Series A Preferred Stock of $10.00, by the conversion price, which was $11.50 per share as of June 30, 2026 and is adjustable for certain dilutive events.

Redemption

The holders of Series A Preferred Stock are not entitled to any redemption rights, other than those under their liquidation rights discussed below. The Company does not have the option to redeem the Series A Preferred Stock.

Dividend Rights

The holders of Series A Preferred Stock are entitled to a cumulative dividend which accrues at the rate of 12% of the original issuance price of $10.00 per share per annum (“Regular Dividend”). The Regular Dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared, and will be payable in cash on a quarterly basis. If the Company fails to pay the Regular Dividends on the dividend payment date, then an additional dividend on the amount of the unpaid portion shall automatically accrue at 12%. The Company did not pay Regular Dividends starting in the quarter ended September 30, 2025 or during any following quarters.

Specifically, pursuant to the 2,126,667 shares of Series A Preferred Stock outstanding subject to the sponsor support and forfeiture agreement dated April 17, 2023 by and between the Company and by and between Anzu and Anzu SPAC GP I LLC (the “Sponsor”), as amended or modified from time to time (the “Sponsor Support Agreement”), any dividends arising will accrue and not require timely payment at any time when the Company has less than $10,000 of net tangible assets.

As of June 30, 2026 and December 31, 2025, the Company had accrued unpaid Regular Dividends of $3,903 and $2,628, respectively payable to the Sponsor. As of December 31, 2025, the Company did not satisfy the $10,000 net tangible asset requirement and deferred payment of dividends related to the Series A Preferred Stock held by the Sponsor. As of March 31, 2026, the net tangible asset threshold was met; however, the Company did not pay Regular Dividends for the corresponding period. Accordingly, the Company recognized an additional $79 of dividends for the quarter ended March 31, 2026. The $79 of additional dividends has been accrued on the $2,628 of previously accrued and unpaid dividends payable to the Sponsor as of December 31, 2025, calculated based on the annual dividend rate prorated for the quarter. As of June 30, 2026, the Company did not meet the net tangible asset requirement and deferred payment on dividends related to the Series A Preferred Stock held by the Sponsor. Additionally, the Company is no longer accruing for additional dividends on unpaid dividends as a result of the net tangible asset threshold.

With respect to the holders of the Series A Preferred Stock other than the Series A Preferred Stock subject to the Sponsor Support Agreement, the Company had accrued unpaid Regular Dividends of $2,334 and $1,134 as of June 30, 2026 and December 31, 2025, respectively. As of June 30, 2026 and December 31, 2025, an additional dividend of $102 and $16, respectively, has been accrued for the unpaid Regular Dividends owed to the holders of the Series A Preferred Stock not subject to the Sponsor Support Agreement as described above. The additional dividends will continue to accrue until the dividends are paid.

The holders of Series A Preferred Stock are also entitled to dividends or distributions (“Participating Dividends”) senior to Class A Common Stock of the Company when such dividends are declared. There were no Participating Dividends declared as of June 30, 2026.

Liquidation Preference

In the event of any liquidation, deemed liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of any security of the Company that ranks junior to the Series A Preferred Stock, including, but not limited to, the Class A Common Stock, an amount per share of Series A Preferred Stock equal to the greater of i) $10.00 plus any unpaid cash dividends and ii) the amount the holder would have received, if such holder, immediately prior to such involuntary liquidation, dissolution or winding up of Company, had converted such shares of Series A Preferred Stock into Class A Common Stock.