Convertible Debenture

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Debt Disclosure

Convertible Debenture

On June 17, 2025, we entered into a private placement with YA II PN, LTD. (the "Private Placement"), a Cayman Islands exempt limited company (the “Investor”). The Private Placement closed on June 18, 2025.

Pursuant to the terms of the Private Placement, the Investor purchased a $25 million convertible debenture (the “Convertible Debenture”) from the Company for a price of $23.75 million. The Company used the net proceeds from the Private Placement for working capital and general corporate purposes.

For so long as there was a balance outstanding under the Convertible Debenture, the Investor, in its sole discretion, could deliver to the Company a conversion notice (the “Conversion Notice”) to cause any portion of the outstanding and unpaid balance under the Convertible Debenture to be converted into the Company’s Class A common stock (the “Class A Common Stock”).

In the three months ended September 30, 2025, the Company received Conversion Notices from the Investor to convert $17.5 million of the Convertible Debenture into Class A Common Stock. In total, 1,746,552 shares of Class A

Common Stock were issued to the Investor with respect to the conversions. On September 15, 2025, the Company elected to redeem the remaining $7.5 million of Convertible Debentures for cash, including a redemption premium of $0.4 million.