Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 14. Related Party Transactions
Related Party Loan
On November 25, 2025, the Company entered into the Related Party Loan with its CEO, Andrew Karos, under which the Company borrowed $1,430. Subsequent to March 31, 2026, in connection with the consummation of the Mergers (see Note 2 – Business Combination), the Company repaid in full all outstanding borrowings under this arrangement.
Consulting Agreement
On January 13, 2026, the Company entered into a consulting services agreement with B. Luke Weil, a Director of the Company (formerly the Chairman and Chief Executive Officer of the SPAC), pursuant to which Mr. Weil will provide advice on business strategy and corporate governance and use reasonable efforts to introduce the Company to clients and investors, commencing on the first business day following the closing of the Merger. In consideration for these services, the Company agreed to grant Mr. Weil shares of the Company’s Class A common stock on the date of closing, subject to vesting based on the Company’s stock price performance during the post-closing period. Specifically, shares will vest if the VWAP of the Company’s Class A common stock equals or exceeds $ per share for any 30 trading days within any consecutive 45 trading days, an additional shares will vest if the VWAP equals or exceeds $ per share for any 30 trading days within any consecutive 45 trading days, and the remaining shares will vest if the VWAP equals or exceeds $ per share for any 30 trading days within any consecutive 45 trading days. During the three months ended June 30, 2026, all applicable vesting conditions associated with the share award were satisfied and the award became fully vested, see Note 2 – Business Combination and Note 16 – Stock-based Compensation.
Installment Note
In May 2026, in connection with the Business Combination (see Note 2 – Business Combination), the Company issued an installment note with an initial principal amount of $8,500 to Andrew Karos, the Company’s Chief Executive Officer, as partial consideration for the cancellation of his equity interests in Boost Run Holdings, LLC. The installment note was satisfied in full in connection with the Closing on May 8, 2026.
Earnout Shares
On May 8, 2026, in connection with the Business Combination (see Note 2 – Business Combination), Andrew Karos, the Company’s Chief Executive Officer, became entitled to receive up to Karos Earnout Shares. The Sponsor, which is controlled by B. Luke Weil, a member of the Company’s Board of Directors, became entitled to receive up to Sponsor Earnout Shares, and the SPV, an entity owned by Sean Goodrich, a member of the Company’s Board of Directors, became entitled to receive up to SPV Earnout Shares, in each case upon achievement of specified Class A Common Stock price targets during the three-year period following Closing, as described in Note 2 – Business Combination. During the three months ended June 30, 2026, all applicable stock price targets were achieved, and the Company issued Karos Earnout Shares, Sponsor Earnout Shares, and SPV Earnout Shares. The Earnout Shares are classified within permanent equity and are not subject to remeasurement; see Note 2 – Business Combination for the related accounting treatment.
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