Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Redeemable Convertible Preferred Stock And Stockholders’ Equity (Deficit) | 7. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Redeemable Convertible Preferred Stock The Company had previously authorized and issued Redeemable Convertible Preferred Stock with a stated value of $1,000 per share, subject to adjustment for post-closing purchase price adjustments, stock dividends, stock splits, recapitalizations, or partial liquidation redemptions. The Redeemable Convertible Preferred Stock ranked senior to the Company’s common stock with respect to liquidation rights, and junior to all existing and future indebtedness. The Redeemable Convertible Preferred Stock was convertible at the option of the holder into common stock at the applicable conversion rate of 56.4972 shares per preferred share, based on a conversion price of $17.70, subject to adjustment for stock splits, dividends, recapitalizations, IPO pricing below the conversion price, and the payment of certain earnout obligations under a December 18, 2020 merger agreement. The Redeemable Convertible Preferred Stock automatically converted upon the IPO at the applicable conversion rate. In the event of partial liquidation, defined as a disposition of assets or business for net cash proceeds exceeding $430.0 million, holders had the right to elect to receive cash up to the lesser of the aggregate stated value or the cash proceeds, reducing stated value on a dollar-for-dollar basis. Upon a mandatory redemption event (change of control or liquidation event), the Company was required to redeem all outstanding Redeemable Convertible Preferred Stock at the greater of stated value or the as-converted amount, subject to funds legally available. As the occurrence of these deemed liquidation events was not solely within the Company’s control, prior to the completion of the IPO the Redeemable Convertible Preferred Stock was classified as mezzanine equity on the condensed consolidated financial statements. Holders of the Redeemable Convertible Preferred Stock were entitled to participate, on an as-converted basis, in dividends or distributions on common stock, but otherwise no dividends accrued. Holders of the Redeemable Convertible Preferred Stock were entitled to vote together with common stockholders as a single class. While any shares were outstanding, the affirmative vote of a majority of Redeemable Convertible Preferred Stock was required for certain amendments disproportionately adverse to Redeemable Convertible Preferred Stock. Upon completion of the IPO, all outstanding shares of the Redeemable Convertible Preferred Stock automatically converted into 24,011,299 shares of common stock. As of June 30, 2026, there were no shares of Redeemable Convertible Preferred Stock outstanding. In the event the Company makes a payment in respect of its existing earn-out obligations subsequent to conversion, the Company will deliver an incremental number of shares of common stock to those shareholders who held the Redeemable Convertible Preferred Stock, subject to certain transfer rules and limitations, at the time they were converted into common stock prior to such earnout obligation payment equal to the number of shares of common stock such former holders of Redeemable Convertible Preferred Stock would have incrementally been entitled to upon conversion of such shares of Preferred Stock, had such earn-out payment been made by the Company prior to the conversion of such shares of Preferred Stock. The Company determined this post-conversion feature was a freestanding instrument that did not meet the requirements of ASC 815-40 to be indexed to the Company’s own stock. Therefore, the Company recorded a post-conversion earnout share liability, which is a derivative liability, of $5.4 million as of June 30, 2025, which created a discount on the Redeemable Convertible Preferred Stock. Subsequently, this derivative liability is remeasured at fair value at each balance sheet date, and the change in fair value is included in post-conversion earnout share liability revaluation on the condensed consolidated statements of operations. Refer to Note 5. Fair Value Disclosures for further details on the post-conversion earnout share liability. Common Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue 7,000,000,000 shares of common stock, par value $0.0001 per share. Preferred Stock The Company’s amended and restated certificate of incorporation authorizes the Company to issue 700,000,000 shares of preferred stock, par value $0.0001 per share.
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