Simple Agreement for Future Equity |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Equity [Abstract] | |
| Simple Agreement for Future Equity | 10. Simple Agreement for Future Equity On March 27, 2026, the Company issued a SAFE to an investor for gross proceeds of $50.0 million. The SAFE had no interest rate or maturity date. The SAFE investor had no voting rights prior to conversion, and if the Company paid a dividend on outstanding shares of its common stock while the SAFE was outstanding, the investor would have also received a dividend. The SAFE was automatically convertible into the number of shares of common stock obtained by dividing (i) $50.0 million by (ii) the IPO Discount Price upon the closing of an IPO. The “IPO Discount Price” in connection with an IPO was the offering price in the IPO (the “IPO Price”) multiplied by 90% (such product, the “Initial IPO Discount Price”), provided that (i) if the IPO Price was greater than or equal to $9.4864 per share, and (ii) the Initial IPO Discount Price was equal to or less than $9.4864 per share, then the IPO Discount Price would have equaled $9.4864 per share; and provided further that if the IPO Price was less than $9.4864, the IPO Discount Price would have equaled the IPO Price. The SAFE was also automatically convertible into preferred stock or common stock upon an equity financing other than an IPO based on similar conversion terms and discount rate. The Company concluded the SAFE was a freestanding financial instrument that required liability classification pursuant to the guidance in ASC Topic 480, Distinguishing Liabilities from Equity, as it embodied a conditional obligation to issue a variable number of shares based predominantly on a fixed monetary amount known at inception. The SAFE was initially recorded at fair value upon the issuance date, with subsequent changes in fair value recorded in the condensed consolidated statements of operations and comprehensive loss at each reporting date. The fair value of the SAFE at issuance was $50.0 million. In connection with the IPO, the SAFE automatically converted into 2,777,777 shares of common stock based on the IPO Discount Price of $18.00 per share. The fair value of the SAFE upon conversion was determined to be $55.6 million based on the fair value of the common stock issued upon conversion. |