XML 42 R17.htm IDEA: XBRL DOCUMENT v3.25.4
STOCKHOLDERS' EQUITY AND CONVERTIBLE PREFERRED STOCK
12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY AND CONVERTIBLE PREFERRED STOCK Stockholders’ Equity and Convertible Preferred Stock
Class A Common Stock
As a result of the IPO and the filing of the Company's Amended and Restated Certificate of Incorporation, all of the Company’s pre-IPO common stock was converted to Class A common stock on a one-for-one basis and the Company's treasury stock was thereby cancelled. Each holder of the Company’s Class A common stock and pre-IPO common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors.
Class B Common Stock
As a result of the IPO and the filing of the Company's Amended and Restated Certificate of Incorporation, all of the Company’s super voting common stock converted into Class B common stock on a one-for-one basis. The Class B common stock is beneficially owned, either directly or indirectly, by the Company’s Chief Executive Officer. Each share of Class B common stock and pre-IPO super voting common stock is entitled to forty votes on all matters submitted to a vote of the stockholders and is convertible into one share of common stock, at the option of the holder, at any time.
The total number of directors shall be determined exclusively by resolution adopted by the Board. However, when the outstanding shares of Class B common stock represent at least 35% of the combined voting power of Class A common stock and Class B common stock, the stockholders may also fix the number of directors by resolution adopted by the stockholders. Notwithstanding the foregoing, GE Aerospace shall have the right (but not the obligation) to designate one individual for election to the Board.
Preferred Stock
Subsequent to the closing of the IPO, there were no shares of Preferred Stock outstanding. In connection with the IPO, the Company authorized the issuance of 50,000,000 shares of preferred stock, par value $0.0001 per share, none of which were issued or outstanding as of December 31, 2025.
The Company's Preferred Stock consisted of the following:
November 3, 2025December 31, 2024
Shares Authorized
Shares Issued and Outstanding
Shares Authorized
Shares Issued and Outstanding
Series A32,039,53932,039,53932,039,53932,039,539
Series A-1
3,064,9203,064,9203,064,9203,064,920
Series A-2
10,110,91610,110,91610,110,91610,110,916
Series A-3
10,873,24210,873,24210,873,24210,873,242
Series B30,925,50225,416,18030,925,50225,416,180
Series C26,479,03426,445,23222,209,28518,060,773
Series C-127,872,66125,412,440
Total141,365,814133,362,469109,223,40499,565,570
During 2025, the Company issued 8,384,459 shares of Series C Preferred Stock for total gross proceeds of $150,406. The Company also entered into a Series C-1 Preferred Stock purchase agreement and issued 25,412,440 shares of Series C-1 Preferred Stock for total gross proceeds of $455,867. During 2025, the Company recognized losses on the issuances of Series C and Series C-1 Preferred Stock of $52,025 and $327,594, respectively.
During 2025, the Company declared a PIK dividend for the Series B, Series C and Series C-1 Preferred Stock of $55,175, $63,039 and $99,139, respectively.
During 2024, the Company issued 18,060,773 shares of Series C Preferred Stock for total gross proceeds of $323,987.
Additionally, the holders of Series A, Series A-1, Series A-2, Series A-3, Series B, Series C and Series C-1 Preferred Stock had various rights and preferences as follows:
Series A, Series A-1, Series A-2 and Series A-3
Series B
Series C and Series C-1
Voting
Each share of convertible preferred stock had voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock super voting common stock, on all matters submitted to a vote of the stockholders, including the election of directors.
Dividends
The holders of Series A, Series A-1, Series A-2, and Series A-3 preferred stock were entitled to receive noncumulative dividends prior and in preference to any dividends paid on the common stock, at the rate of 8% of the purchase price per share per annum, when, and only if declared by the Board of Directors. No dividends were declared or paid on the Company’s preferred stock.
The holders of Series B preferred stock accrued dividends on each such share at a rate of 6% per annum on the value of the share. Dividends were cumulative and accrued, whether or not declared, in arrears on a quarterly basis until the second anniversary of the Series C Initial Closing Date. The dividends on a share of Series B preferred stock were to be paid in kind by adding the Series B dividend to the original issue price of such share (“Stated Value”).
The holders of Series C and Series C-1 preferred stock accrued dividends on each such share at a rate of 6% per annum on the value of the share. Dividends were cumulative and accrued, whether or not declared, in arrears on a quarterly basis until the second anniversary of the issuance date. The dividends on a share of Series C and Series C-1 preferred stock were paid in kind by adding the Series C and Series C-1 dividend to the Stated Value.
Liquidation Amount
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series C and Series C-1 preferred stock then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders, and were entitled to be paid out of the consideration payable to stockholders, in either case before any payment shall be made to the holders of Series B preferred stock, Series A preferred stock, Series A sister stock, common stock or super voting stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Stated Value of such share plus any dividends accrued but unpaid and (ii) such amount per share as would have been payable had all shares of Series C and Series C-1 preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. After the payment in full to the holders of shares of Series C and Series C-1 preferred stock, the holders of shares of Series B preferred stock then outstanding would have been entitled to be paid out of the remaining available proceeds, before any payment shall be made to the holders of Series A preferred stock, Series A sister stock, common stock or super voting stock. After the payment in full of all Series C and Series C-1, Series B and Series A liquidation amounts required to be paid to the holders of shares of preferred, the remaining available proceeds would have been distributed among the holders of shares of common stock and super voting stock, pro rata based on the number of shares held by each such holder.
RedemptionThe Preferred Stock was redeemable for cash upon the occurrence of a Deemed Liquidation Event, which was defined to include a merger or consolidation of the Company with another entity for which the Company was a constituent party (or a subsidiary of the Company is a constituent party) and sale of all or substantially all of the assets of the Company.
Voluntary Conversion
Each share of preferred stock was convertible at the option of the holder into shares of Common Stock. The pre-split conversion price per share of Series A, Series A-1, Series A-2 and Series A-3 convertible preferred stock would have been $11.48, $1.83, $2.20 and $2.75 per share, respectively.
Each share of preferred stock was convertible at the option of the holder into shares of Common Stock as by dividing the Stated Value of preferred stock plus all accrued but unpaid dividends by the conversion price in effect at the time of conversion for such series of preferred stock. Series B Preferred Stock was initially equal to $16.17 per share.
Each share of preferred stock was convertible at the option of the holder into shares of Common Stock as by dividing the Stated Value of preferred stock plus all accrued but unpaid dividends by the conversion price in effect at the time of conversion for such series of preferred stock. Series C and C-1 Preferred Stock was initially equal to $17.94 per share.