The Company has issued redeemable convertible preferred stock in four series: Series Seed, Series Seed-1, Series A, and Series A-2. Except as described below, there were no material changes during the three and six months ended June 30, 2026 to the rights, preferences, privileges, or liquidation provisions of the Company's redeemable convertible preferred stock from those disclosed in Note 8, Redeemable Preferred Stock, to the audited Consolidated Financial Statements for the year ended December 31, 2025.

On February 13, 2025, the Company issued 9,999,994 shares of Series Seed preferred stock at a purchase price of $1.00 per share to certain investors for aggregate proceeds of approximately $10,000,000. The proceeds included the application of $2.5 million previously recorded as Short-term Cash Advance and Short-term Cash Advance from Related Party on the Company’s Consolidated Balance Sheet at December 31, 2024.

On February 13, 2025, the Company settled the SAFE instruments through conversion into shares of Series Seed-1 Preferred Stock. Pursuant to the financing, the Company issued and sold preferred stock at a fixed pre-money valuation to the SAFE investors. The SAFE instruments automatically converted into 65,000,000 shares of Series Seed-1 Preferred Stock at a purchase price of $0.50 per share. Additionally, one investor requested a rescission of their $1.0 million investment in the SAFE instruments, and the Company issued a refund to the investor in January 2025. Refer to Note 10, Related Party Transactions - SAFE Notes, in the audited Consolidated Financial Statements for the year ended December 31, 2025 included in the Registration Statement, for additional discussion.

On August 14, 2025, the Company entered into a Series A Preferred Stock Purchase Agreement, pursuant to which it issued 26,948,464 shares of Series A Preferred Stock at a purchase price of $2.5976 per share, resulting in aggregate gross proceeds of approximately $70.0 million. The Company intends to use the proceeds from this financing to expand annual TRISO production.

On January 23, 2026, the Company entered into a Series A-2 Preferred Stock Purchase Agreement pursuant to which it issued 14,193,030 shares of Series A-2 redeemable convertible preferred stock at a purchase price of $4.932 per share for aggregate gross proceeds of approximately $70.0 million. The Company intends to use the proceeds primarily to expand annual TRISO production.

Except as provided by law or by the Company’s certificate of incorporation, holders of redeemable convertible preferred stock are entitled to vote together with holders of common stock as a single class on an as-converted basis. Except as described above, the voting, dividend, conversion, liquidation, and protective provisions of the Company's redeemable convertible preferred stock were unchanged during the three and six months ended June 30, 2026, from those disclosed in the audited annual financial statements for the year ended December 31, 2025. No dividends were declared during the three and six months ended June 30, 2026. As of June 30, 2026, each share of redeemable convertible preferred stock was convertible into one share of Class A common stock, subject to customary anti-dilution adjustments.

Because the 2-for-1 stock split effected July 6, 2026 applied proportionately to all classes of the Company's capital stock, the conversion ratio of each series of redeemable convertible preferred stock into Class A common stock was not adjusted as a result of the split.

The Company classifies its redeemable convertible preferred stock outside of permanent equity as mezzanine equity on the condensed consolidated balance sheets. Management evaluated the redeemable convertible preferred stock under ASC 480, ASC 815-40, and ASC 480-10-S99-3A, and concluded that liability classification is not required. Because the redeemable convertible preferred stock includes liquidation and deemed liquidation features that may require settlement in circumstances not solely within the Company's control, the shares are presented in temporary equity. The carrying amount of the redeemable convertible preferred stock was subject to adjustment to its redemption value when and if such adjustment became required.


As of June 30, 2026
Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Carrying Amount		Aggregate Liquidation Preference
Series Seed	9,999,994	9,999,994	$	9,999,994	$	9,999,994
Series Seed-1	65,000,000	65,000,000	65,000,000		65,000,000
Series A	26,948,464	26,948,464	69,999,983		69,999,983
Series A-2	14,193,030	14,193,030	70,000,020		70,000,020
Total	116,141,488	116,141,488	$	214,999,997	$	214,999,997


As of December 31, 2025
Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Carrying Amount		Aggregate Liquidation Preference
Series Seed	9,999,994	9,999,994	$	9,999,994	$	9,999,994
Series Seed-1	65,000,000	65,000,000	65,000,000		65,000,000
Series A	26,948,464	26,948,464	69,999,983		69,999,983
Total	101,948,458	101,948,458	$	144,999,977	$	144,999,977