SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed consolidated financial statements were issued. Other than as set forth below, there were no material subsequent events that required recognition or additional disclosure in the unaudited condensed consolidated financial statements presented.
On June 25, 2026, the Company entered into a five-year Strategic Partnership and Revenue Sharing Agreement (the “Partnership Agreement”), by and among MarineMax, Inc. (“MarineMax”), Off The Hook Yacht Sales NC, LLC, a North Carolina limited liability company, and the Company, pursuant to which the parties will collaborate on pre-owned vessel transactions, financing, insurance and related services using the Company’s platform, and MarineMax will route a significant share of its trade-in and pre-owned inventory through the platform to the Company’s nationwide wholesale buyer network. The Partnership Agreement may be terminated by either party upon 90 days’ prior written notice.
As additional consideration under the Partnership Agreement, the Company expects to issue to MarineMax, on a date to be determined, a Common Stock Purchase Warrant (the “MarineMax Warrant”) to purchase up to 1,250,000 shares of the Company’s common stock, par value $ per share (the “Warrant Shares”). The MarineMax Warrant has not yet been issued, and the timing of its issuance has not been finalized. Upon issuance, the MarineMax Warrant will be exercisable solely to the extent the applicable Warrant Shares have vested and will expire five years from the date of issuance. The aggregate exercise price may be paid in cash, by net exercise, or any combination thereof.
Upon issuance of the MarineMax Warrant, the Warrant Shares will vest in the following tranches, subject to an aggregate cap of 1,250,000 shares. Warrant Shares (the “Sign-On Warrant Shares”) will vest at an exercise price of $ per share upon the later of (i) execution of the Partnership Agreement and (ii) public issuance of the Initial Announcement (as defined in the Partnership Agreement).
Additional Warrant Shares (the “Performance Warrant Shares”) will vest based on annual Wholesale Volume (as defined in the Partnership Agreement) achieved by MarineMax in a calendar year, as follows: Each tier will vest independently upon the first calendar year in which the applicable threshold is achieved, and once vested, such tier will not vest again in subsequent years. Because the sum of the Sign-On Warrant Shares and all Performance Warrant Share tiers exceeds the aggregate cap, Warrant Shares will vest in the chronological order in which they are earned, beginning with the Sign-On Warrant Shares, followed by the Performance Warrant Shares in ascending order by Wholesale Volume threshold. If achievement of a threshold would cause the aggregate number of vested Warrant Shares to exceed the aggregate cap, only the number of Warrant Shares that would bring the aggregate to the cap will vest.
Warrant Shares that vest prior to the effective date of termination of the Partnership Agreement will remain exercisable in accordance with the MarineMax Warrant. Unvested Performance Warrant Shares will be forfeited upon termination of the Partnership Agreement, except that if the Partnership Agreement is terminated by MarineMax as a result of the Company’s uncured breach or default, or by the Company without cause, the Performance Warrant Shares tied to any performance tier for which at least 75% of the applicable Wholesale Volume threshold has been achieved as of the effective date of termination will be deemed to have vested.
The MarineMax Warrant, when issued, will contain a beneficial ownership limitation of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, which limitation may be increased by the Holder to up to 9.99% upon not less than 61 days’ prior written notice to the Company. The exercise prices will be subject to adjustment for stock dividends, stock splits, combinations, reclassifications, subsequent rights offerings, pro rata distributions, and certain reorganization, consolidation or merger transactions. In the case of a Fundamental Transaction (as defined in the MarineMax Warrant), the Company will be required to provide the Holder with at least 30 days’ advance written notice, during which period the Holder may exercise or convert the MarineMax Warrant or elect for it to remain outstanding and be exercisable for the securities or assets of the successor entity; if the Holder does not act prior to consummation, the MarineMax Warrant will automatically convert into the right to receive, upon exercise, the kind and number of shares or other securities or assets the Holder would have received had it exercised immediately prior to the Fundamental Transaction.
Upon issuance of the MarineMax Warrant, the Company will agree to register the Warrant Shares under the Securities Act by filing a registration statement within 30 days of written request by the Holder, on terms mutually agreed by the Company and the Holder and subject to applicable law and the rules of the Trading Market, and to use commercially reasonable efforts to cause such registration statement to be declared effective within 90 days thereafter. The Company is evaluating the accounting treatment of the contemplated MarineMax Warrant, including the appropriate classification and measurement under ASC 815 and ASC 480.
Issuance of Shares Upon Vesting of Restricted Stock Units
On July 13, 2026, the Company issued an aggregate of shares of common stock upon the vesting and settlement of previously granted restricted stock units, including shares issued to Chad Corbin, the Company’s Chief Financial Officer. |