Stockholders' equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Stockholders' equity | |
| Stockholders' equity | Note 5. Stockholders’ equity The authorized capital stock of the Company consists of 700,000,000 shares of capital stock, par value $0.01 per share, including 550,000,000 shares of Class A Common Stock, 100,000,000 shares of Class B Common Stock and 50,000,000 shares of preferred stock. As of September 30, 2026, the 3,600,000 Earn-out Arrangements shares are held in escrow with the transfer agent and are not reflected as issued or outstanding in the condensed consolidated financial statements (see Note 3). The 2,000,000 Astral Post-Closing Shares issued to Astral Horizon, L.P. on August 20, 2026 are included in the shares of Class A common stock issued and outstanding as of September 30, 2026. Voting Rights Holders of Class A Common Stock will not be entitled to vote on any matters voted on by shareholders, except as required by the General Corporation Law of the State of Delaware (the “DGCL”), until all shares of Class B Common Stock are cancelled. In particular, pursuant to Section 242 of the DGCL (as interpreted by case law), until all shares of Class B Common Stock are cancelled, holders of Class A Common Stock, (i) are entitled to vote, as a separate class, exclusively on any proposed amendment to the Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws that would adversely affect the powers, preferences or rights of holders of Class A Common Stock that are unique to such class (such as their economic rights), and (ii) are not entitled to vote on any other matters (including, inter alia, the election of directors, the decision to bring suit against directors, etc). In respect of the matters under point (i) above that are voted on by holders of Class A Common Stock, each holder of Class A Common Stock would be entitled to one (1) vote for each share held of record as of the applicable record date relating to such matter, and the approval of a majority of the outstanding shares of Class A Common Stock is required, in each case, as set forth in the Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and the DGCL. Once all shares of Class B Common Stock are canceled, holders of Class A Common Stock will acquire full voting rights. Each holder of Class B Common Stock is entitled to one (1) vote for each share held of record as of the record date on all matters voted on by shareholders, including the election of directors. The Company Board is elected annually, and each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, except in the case of his or her death, resignation, removal or disqualification, and pursuant to the terms and conditions set forth in the Organizational Documents. Dividend Rights Holders of shares of Class A Common Stock are entitled to dividends when, as and if declared by the Company Board out of funds legally available therefor, subject to any preferential or other rights of any outstanding Company preferred stock. Holders of shares of Class B Common Stock are not entitled to dividends. Transferability Shares of Class A Common Stock are freely transferable, subject to any restrictions pursuant to the DGCL and applicable federal securities laws. Transfers of shares of Class A Common Stock held by Dragonfly and certain MLAC Insiders will be subject to the lock-up restrictions pursuant to the Lock-Up Agreements. Shares of Class B Common Stock are not freely transferable, except to an Affiliate of a holder of shares of Class B Common Stock in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws. If a holder of shares of Class B Common Stock transfers any of its shares of Class A Common Stock to third parties other than their respective Affiliates, such that as a result of such transfer, said transferor would hold a number of shares of Class B Common Stock greater than the number of shares of Class A Common Stock it holds, then said excess shares of Class B Common Stock shall be automatically cancelled for no consideration concurrently with such transfer, so that immediately following such transfer, the number of shares of Class B Common Stock held by said transferor equals the number of shares of Class A Common Stock held by the same transferor. Liquidation and Dissolution Rights Subject to applicable law, upon liquidation, dissolution or winding up of the Company’s affairs, holders of shares of Class A Common Stock will be entitled to receive pro rata on a share-for-share basis, the assets available for distribution after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding convertible notes or preferred stock. Holders of shares of Class B Common Stock are not entitled to liquidating distributions. Share Repurchase Program On August 24, 2026, the Company’s Board of Directors approved a share repurchase program authorizing the repurchase of up to $10,000,000 of the Company’s Class A common stock (the “Repurchase Program”). Repurchases under the Repurchase Program may be made from time to time, on the open market, in privately negotiated transactions or otherwise, as determined by management. The timing, manner, price and amount of any repurchases are determined at the Company’s discretion and are subject to economic and market conditions, stock price, applicable legal requirements and other factors. The Repurchase Program may be modified, suspended, extended or discontinued at any time without prior notice. The Repurchase Program does not have an expiration date. During the three and nine months ended September 30, 2026, the Company repurchased 2,889,440 shares of Class A common stock at an average price of $1.14 per share for an aggregate cost of $3,281,631, which is presented as treasury stock, at cost, within stockholders’ equity. The Company accounts for treasury stock using the cost method, under which the entire cost of the reacquired shares is recorded in treasury stock; the repurchased shares are held in treasury and remain issued but not outstanding. Of that amount, 370,229 shares were repurchased from Astral Horizon, L.P. in privately negotiated transactions in two tranches of 237,833 shares at $0.55 per share and 132,396 shares at $0.98 per share, for an aggregate cost of $259,999, and 2,519,211 shares were repurchased in the open market through a Rule 10b5-1 trading plan for an aggregate cost of $3,021,632, including commissions. As of September 30, 2026, approximately $6,718,369 remained available for future repurchases under the Repurchase Program. At September 30, 2026, $478,368 of cash deposited with the broker to fund future repurchases is included in prepaid expenses and other current assets. Astral Horizon, L.P. is a related party (see Note 6). The price for the first Astral tranche was the volume-weighted average price of the Class A common stock on August 24, 2026. |