Forward Purchase Agreement

3 Months Ended

Mar. 31, 2025

Forward Purchase Agreement

Forward Purchase Agreement

Note 14. Forward Purchase Agreement

On June 16, 2022, the Company entered into a Forward Purchase Agreement (“FPA”) with Midtown East Management NL, LLC (“Midtown East”), which subsequently assigned obligations to purchase 83,334 shares of Class A Common Stock each to Verdun Investments LLC (“Verdun”) and Vellar Opportunity Fund SPV LLC – Series 1 (“Vellar”) through assignment and novation agreements. The collective acquisition involved 0.19 million shares of Class A Common Stock, with Midtown East, Verdun, and Vellar waiving their redemption rights. The Company incurred costs totaling $39.6 million, comprising $39.3 million for the shares and an additional $0.3 million in related expenses post-closing.

At the maturity of the FPA, on September 28, 2025, the parties will receive the value of their shares multiplied by the Forward Price. The Forward Price is the Redemption Price, as defined in Section 9.2(a) of the Counterparty’s Amended and Restated Certificate of Incorporation, filed by the Counterparty with the Secretary of State of the State of Delaware on June 21, 2021. The FPA holders will also receive an additional amount in cash or shares, at the Company’s discretion.

An early termination clause allows for the shares to be sold on the open market, with any proceeds exceeding the Reset Price retained by the sellers. The Reset Price is initially the Redemption Price. The Reset Price shall be adjusted on the first Scheduled Trading Day of each month, commencing on the first calendar month following the closing of the Business Combination, to be the lowest of (a) the then-current Reset Price, (b) $200.00, and (c) the VWAP Price of the last ten (10) Scheduled Trading Days of the prior calendar month, but not lower than $100.00. However, if the Counterparty offers and sells Shares in a follow-on offering or series of related offerings at a price lower than, or upon any conversion or exchange price of currently outstanding or future issuances of any securities convertible or exchangeable for Shares being equal to a price lower than, the then-current Reset Price (the “Offering Price”), the Reset Price shall be further reduced to equal the Offering Price.

Following a price reset in 2022 to $25 per share, the FPA receivable was reduced from $37.9 million to $4.6 million. During the three months ended March 31, 2025, the Company reclassified the entire value of the forward purchase receivable to additional paid-in capital, as certain conditions preventing its classification as equity were overcome.

The reconciliation statement of the Class A Common Stock held by the parties is as follows:

	Vellar					Midtown East					Verdun					Total
	Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount
As on December 31, 2024		48,560		1,214,005			75,896		1,897,405			58,912		1,472,811			183,368		4,584,221
Less: Shares sold during the three months ended March 31, 2025		-		-			-		-			-		-			-		-
Less: Reclassification to additional paid-in capital during the three months ended March 31, 2025		-		(1,214,005	)		-		(1,897,405	)		-		(1,472,811	)		-		(4,584,221	)
Grand total		48,560		-			75,896		-			58,912		-			183,368		-