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STOCKHOLDERS' DEFICIT
 3 Months Ended
Mar. 31, 2026
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' DEFICIT STOCKHOLDERS’ DEFICIT
Holders of the Company’s Class A common stock are entitled to one vote per share. Holders of Class B common stock are entitled to ten votes per share. Class A and Class B shares issued and outstanding as of March 31, 2026 were 13,495,756 and 2,733,394, respectively.
Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder upon written notice to the Company. Shares of Class B common stock will automatically convert to shares of Class A common stock upon a mandatory conversion event as defined in the second amended and restated certificate of incorporation dated September 6, 2022, including the occurrence of the applicable sunset provision, which is expected to occur on September 15, 2026.
Warrants
There was no activity for warrants issued by the Company during the three months ended March 31, 2026.
The following table summarizes information about warrants outstanding at March 31, 2026:
Number of Warrants OutstandingNumber of Warrants ExercisableExercise PriceExpiration Date
February 2024 Warrants1,260,5051,260,505$5.25 August 14, 2029
Debt Exchange Agreements
During the three months ended March 31, 2025, the Company entered into privately negotiated exchange agreements, pursuant to which it issued an aggregate of 643,456 shares of the Company’s Class A common stock. The shares of the Company’s Class A common stock were issued with an aggregate fair value of $0.8 million in exchange for $1.8 million in aggregate principal amount of the Senior Notes. The Company did not enter into privately negotiated exchange agreements during the three months ended March 31, 2026.
Equity Interest Payment Agreement
The Company entered into an Equity Interest Payment Agreement, dated as of January 24, 2025 (the “Equity Interest Payment Agreement”), pursuant to which and as consideration for Atlas Holdings LLC’s, the Company’s controlling stockholder and a related party (collectively with its affiliates, “Atlas”), continued credit support with respect to the letters of credit mentioned in Note 12, “Related Party Transactions,” totaling $8.6 million, the Company is required to pay interest at a rate of 8.5% per annum. The interest will be calculated on a per diem basis based on the number of days in the applicable measurement period, which interest payments will be net of any interest otherwise actually received by Atlas from the issuing bank. Payments will be made by issuing Class A common stock to Atlas calculated using the volume weighted average price of Class A common stock as reported on The Nasdaq Global Select Market, with the total cumulative shares not to exceed 19.99% of the sum of the number of outstanding shares of Class A common stock and shares of Class B common stock as of January 24, 2025. In the event that the Class A common stock issuable under the Equity Interest Payment Agreement exceeds the aforementioned 19.99%, then subsequent payments will be made in cash for the amount in excess of 19.99%.
In connection with the Equity Interest Payment Agreement, the Company agreed to pay, by issuing shares of its Class A common stock, a letter of credit extension payment as further consideration for Atlas to enter into the Equity Interest Payment Agreement and maintain the letters of credit.
From the date of the Equity Interest Payment Agreement through the filing date of this report, the Company issued an aggregate of 1,272,104 shares of Class A common stock with an aggregate fair value of $1.8 million, of which 79,320 shares, with an aggregate fair value of $0.1 million, were issued during the three months ended March 31, 2026. The Company recognized a gain of $0.04 million.
on the settlement of related party liability during the three months ended March 31, 2026.