v3.26.1
WARRANTS
6 Months Ended
Jun. 30, 2026
WARRANTS  
WARRANTS

NOTE 10 – WARRANTS

The Company has issued warrants to purchase shares of Class A and Class B common stock with an exercise price equal to $0.0001 per share, which generally expire ten years from the initial issuance date. The holders of the warrants do not participate in dividends declared on common stock.

In May 2024, the Company issued 23.7 million warrants (“2024 Warrants”) to purchase shares of Class A common stock together with Preferred Stock as described in Note 8. The warrants have an exercise price equal to $0.0001 per share and expire ten years from the initial issuance date.

In connection with the March 6, 2026 redemption of Preferred Stock, the Company exchanged the outstanding 2024 Warrants for 2026 Voting Warrants to purchase 16.2 million shares of Class A common stock and 2026 Non-Voting Warrants to purchase 4.1 million shares of Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock will be entitled to one vote per share and shares of Class B common stock will be non-voting, except as may be required by law or otherwise provided by the certificate of incorporation. Each share of Class B common stock will automatically convert into one share of Class A common stock upon the sale or other transfer of such share of Class B common stock by the holder thereof.

On May 12, 2026, the Company exchanged warrants exercisable for 7.1 million shares of Class A common stock, at an exercise price of $0.01 per share, and held by certain investment funds managed or advised by HPS Investment Partners, LLC or its controlled affiliates for warrants exercisable for the same number of shares of Class B common stock, at an exercise price of $0.01 per share.

On May 12, 2026, the Company issued 12.4 million warrants to purchase shares of Class A common stock at an exercise price of $0.01 per share in exchange for shares of Preferred Stock outstanding valued at $185.7 million, as further described in Note 8.

On May 15, 2026, the Company issued approximately 33.3 million warrants in a private placement transaction to purchase Class A common stock and/or Class B common stock with an exercise price of $0.01 per share, for total consideration of $500.0 million.

As of June 30, 2026 and December 31, 2025, total warrants issued and outstanding were 169.1 million and 123.4 million, respectively.