Subsequent Events	9 Months Ended
Sep. 28, 2024
Subsequent Events [Abstract]
Subsequent Events	18. SUBSEQUENT EVENTS S-1 Effectiveness On October 8, 2024, the Company’s registration statement on Form S-1 related to its IPO was declared effective by the SEC. Common Stock Conversion On September 20, 2024, the Company’s Board and KC Parent, the owner of the Company’s outstanding shares of common stock, approved the Common Stock Conversion, effected immediately following the effectiveness of the Company’s registration statement on Form S-1. As a result, on October 8, 2024, 756,816,836 shares of Class A common stock outstanding, with a par value of $0.0001 per share, were converted to 90,366,089 shares of common stock, with a par value of $0.01 per share, at a ratio of 8.375-to-one. All current and prior period shares outstanding, per share amounts, and equity-based compensation awards disclosures, as applicable, have been adjusted to retrospectively reflect the Common Stock Conversion in the unaudited condensed consolidated interim financial statements and notes thereto. Amended and Restated Certificate of Incorporation On October 8, 2024, the Company's Certificate of Incorporation was amended and restated to authorize the Company to issue two classes of stock: common stock and preferred stock. The Company may issue up to 25,000,000 shares of preferred stock with a par value of $0.01 per share and 750,000,000 shares of common stock with a par value of $0.01 per share. Modification of 2022 Plan On September 20, 2024, the Company’s Board approved an amendment to the 2022 Plan which became effective on October 8, 2024, after the effectiveness of the Company’s registration statement on Form S-1 for its IPO. In response to the Common Stock Conversion, the amendment provides that the aggregate number of shares available for issuance pursuant to the awards shall be equal to the sum of (i) 15,666,912 shares and (ii) an annual increase on the first day of each calendar year beginning on January 1, 2026 and ending January 1, 2034 equal to the lesser of (A) 4% of the number of shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the Board. Additionally, subsequent to the amendment, all unexercised stock options and unvested RSUs will be settled in shares when stock options are exercised and RSUs vest according to their original vesting schedules. As a result, the liability-classified awards will be reclassified as equity within additional paid-in capital as of the modification date and the Company will not remeasure the awards at fair value each reporting period during the remaining vesting period in accordance with equity-classification under ASC 718. This modification will impact 119 Participants and will not result in incremental compensation expense. Liquidating Distribution and Modification of PIUs Plan On October 8, 2024, pursuant to the KC Parent, LP Agreement, the board of managers and the General Partner of KC Parent approved a plan of dissolution and liquidation of KC Parent whereby KC Parent may distribute shares of the Company’s common stock to the limited partners of KC Parent in lieu of liquidating its assets for cash in connection with an IPO. As of the date of the IPO, the sole assets of KC Parent consisted of 90,366,089 shares of the Company’s common stock and the fair value of such shares was $24.00 per share. KC Parent's shares of the Company's common stock were allocated to each of the capital accounts of its limited partners, including PIUs held by PIU Recipients, based on their respective ownership. KC Parent then distributed the 90,366,089 shares of the Company’s common stock to its limited partners (the “Liquidating Distribution”). The Company expects the Liquidating Distribution to result in a modification to the PIUs Plan under ASC 718, and as such, the Company will recognize equity-based compensation expense within selling, general, and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive (loss) income on the date of the modification. Initial Public Offering On October 8, 2024, an underwriting agreement was executed in which the Company agreed to sell 24,000,000 shares of common stock to the underwriters based on an initial public offering price of $24.00 per share. The Company received net proceeds of $544.3 million, or $22.68 per share after underwriting discounts and commissions, on October 10, 2024, when the shares were issued and the initial offering closed. Additionally, on October 10, 2024, the underwriters exercised in full their option to purchase up to 3,600,000 additional shares of common stock based on the initial offering price of $24.00 per share. The net proceeds of $81.7 million, after underwriting discounts and commissions, were received by the Company on October 15, 2024, when the sale was completed. The total net proceeds from the initial offering and underwriters option, less approximately $9.8 million in direct offering costs incurred in connection with the IPO, will be recorded to common stock and additional paid in capital on the consolidated balance sheets following the IPO. IPO Launch Grants under 2022 Plan On October 9, 2024, the Company granted equity-based compensation awards to certain employees in connection with the IPO including 223,363 RSUs granted to highly-tenured teachers with a one-year service-based vesting condition, and 172,286 RSUs and 135,350 stock options granted to other employees that will vest ratably over a three-year period. These grants were issued post-Common Stock Conversion at a grant date fair value of $24.00 for RSUs and $12.50 for stock options. Employee Stock Purchase Plan On October 9, 2024, the Board adopted and approved the Company's 2024 Employee Stock Purchase Plan (the "ESPP") which permits eligible employees of the Company to purchase shares of common stock at periodic intervals. The aggregate number of shares of common stock that will initially be reserved for issuance under the ESPP shall be equal to the sum of (i) 2,287,321 million shares and (ii) an annual increase beginning on January 1, 2026 and ending January 1, 2034 by an amount equal to the lesser of (A) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the board of directors; provided that in no event will more than 5,567,177 million shares of the Company’s common stock be available for issuance under the ESPP. Termination of Management Services Agreement In connection with the completion of the IPO on October 10, 2024, the Management Services Agreement with Partners Group was terminated in accordance with its terms. First Lien Revolving Credit Facility Amendment On October 10, 2024, the Company entered into an amendment to the Credit Agreement to increase the total borrowing capacity of the First Lien Revolving Credit Facility by $80.0 million to $240.0 million and extend the maturity date of $225.0 million of the facility (the “Revolving Extended Tranche Commitments”), inclusive of $145.0 million of commitments prior to the amendment, to the earlier of October 2029 or 91 days prior to the First Lien Term Loan Facility maturity date (“Springing Maturity Date”), unless on or prior to the Springing Maturity Date, the Company repays, repurchases, or redeems, in full, the First Lien Term Loan Facility (collectively, the “RCF Amendment”). The maturity date of the remaining $15.0 million of non-extended commitments under the First Lien Revolving Credit Facility was unchanged from June 2028. Additionally, pursuant to the RCF Amendment, the cap on the amount of letters of credit that can be drawn against the borrowing capacity of the First Lien Revolving Credit Facility increased to $172.5 million. Repayment and Repricing of First Lien Term Loan On October 30, 2024, the Company repaid $608.0 million of outstanding principal on the First Lien Term Loan Facility utilizing the net proceeds from the IPO, reducing the principal balance to $966.8 million, and, in conjunction, entered into a repricing amendment to the Credit Agreement ("Repricing Amendment"). As of the effective date of the Repricing Amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to SOFR plus 3.25% per annum. Additionally, amounts drawn under the First Lien Revolving Credit Facility bear interest at SOFR plus an applicable rate between 2.75% and 3.25% per annum, and fees on the outstanding balance of letters of credit bear interest at an applicable rate between 2.75% and 3.25% per annum, based on a pricing grid of the Company’s First Lien Term Loan Facility net leverage ratio. The Repricing Amendment decreased the required quarterly principal payments on the First Lien Term Loan Facility to $2.4 million, beginning with the payment due for the quarter ended March 29, 2025. All other terms under the Credit Agreement remain unchanged. The Company expects to recognize a loss on extinguishment of debt as a result of the repayment of a portion of the First Lien Term Loan Facility.

Subsequent Events

9 Months Ended

Sep. 28, 2024

18.

SUBSEQUENT EVENTS

S-1 Effectiveness

On October 8, 2024, the Company’s registration statement on Form S-1 related to its IPO was declared effective by the SEC.

Common Stock Conversion

On September 20, 2024, the Company’s Board and KC Parent, the owner of the Company’s outstanding shares of common stock, approved the Common Stock Conversion, effected immediately following the effectiveness of the Company’s registration statement on Form S-1. As a result, on October 8, 2024, 756,816,836 shares of Class A common stock outstanding, with a par value of $0.0001 per share, were converted to 90,366,089 shares of common stock, with a par value of $0.01 per share, at a ratio of 8.375-to-one.

All current and prior period shares outstanding, per share amounts, and equity-based compensation awards disclosures, as applicable, have been adjusted to retrospectively reflect the Common Stock Conversion in the unaudited condensed consolidated interim financial statements and notes thereto.

Amended and Restated Certificate of Incorporation

On October 8, 2024, the Company's Certificate of Incorporation was amended and restated to authorize the Company to issue two classes of stock: common stock and preferred stock. The Company may issue up to 25,000,000 shares of preferred stock with a par value of $0.01 per share and 750,000,000 shares of common stock with a par value of $0.01 per share.

Modification of 2022 Plan

On September 20, 2024, the Company’s Board approved an amendment to the 2022 Plan which became effective on October 8, 2024, after the effectiveness of the Company’s registration statement on Form S-1 for its IPO. In response to the Common Stock Conversion, the amendment provides that the aggregate number of shares available for issuance pursuant to the awards shall be equal to the sum of (i) 15,666,912 shares and (ii) an annual increase on the first day of each calendar year beginning on January 1, 2026 and ending January 1, 2034 equal to the lesser of (A) 4% of the number of shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the Board. Additionally, subsequent to the amendment, all unexercised stock options and unvested RSUs will be settled in shares when stock options are exercised and RSUs vest according to their original vesting schedules. As a result, the liability-classified awards will be reclassified as equity within additional paid-in capital as of the modification date and the Company will not remeasure the awards at fair value each reporting period during the remaining vesting period in accordance with equity-classification under ASC 718. This modification will impact 119 Participants and will not result in incremental compensation expense.

Liquidating Distribution and Modification of PIUs Plan

On October 8, 2024, pursuant to the KC Parent, LP Agreement, the board of managers and the General Partner of KC Parent approved a plan of dissolution and liquidation of KC Parent whereby KC Parent may distribute shares of the Company’s common stock to the limited partners of KC Parent in lieu of liquidating its assets for cash in connection with an IPO. As of the date of the IPO, the sole assets of KC Parent consisted of 90,366,089 shares of the Company’s common stock and the fair value of such shares was $24.00 per share. KC Parent's shares of the Company's common stock were allocated to each of the capital accounts of its limited partners, including PIUs held by PIU Recipients, based on their respective ownership. KC Parent then distributed the 90,366,089 shares of the Company’s common stock to its limited partners (the “Liquidating Distribution”). The Company expects the Liquidating Distribution to result in a modification to the PIUs Plan under ASC 718, and as such, the Company will recognize equity-based compensation expense within selling, general, and administrative expense in the unaudited condensed consolidated statements of operations and comprehensive (loss) income on the date of the modification.

Initial Public Offering

On October 8, 2024, an underwriting agreement was executed in which the Company agreed to sell 24,000,000 shares of common stock to the underwriters based on an initial public offering price of $24.00 per share. The Company received net proceeds of $544.3 million, or $22.68 per share after underwriting discounts and commissions, on October 10, 2024, when the shares were issued and the initial offering closed. Additionally, on October 10, 2024, the underwriters exercised in full their option to purchase up to 3,600,000 additional shares of common stock based on the initial offering price of $24.00 per share. The net proceeds of $81.7 million, after underwriting discounts and commissions, were received by the Company on October 15, 2024, when the sale was completed. The total net proceeds from the initial offering and underwriters option, less approximately $9.8 million in direct offering costs incurred in connection with the IPO, will be recorded to common stock and additional paid in capital on the consolidated balance sheets following the IPO.

IPO Launch Grants under 2022 Plan

On October 9, 2024, the Company granted equity-based compensation awards to certain employees in connection with the IPO including 223,363 RSUs granted to highly-tenured teachers with a one-year service-based vesting condition, and 172,286 RSUs and 135,350 stock options granted to other employees that will vest ratably over a three-year period. These grants were issued post-Common Stock Conversion at a grant date fair value of $24.00 for RSUs and $12.50 for stock options.

Employee Stock Purchase Plan

On October 9, 2024, the Board adopted and approved the Company's 2024 Employee Stock Purchase Plan (the "ESPP") which permits eligible employees of the Company to purchase shares of common stock at periodic intervals. The aggregate number of shares of common stock that will initially be reserved for issuance under the ESPP shall be equal to the sum of (i) 2,287,321 million shares and (ii) an annual increase beginning on January 1, 2026 and ending January 1, 2034 by an amount equal to the

lesser of (A) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by the board of directors; provided that in no event will more than 5,567,177 million shares of the Company’s common stock be available for issuance under the ESPP.

Termination of Management Services Agreement

In connection with the completion of the IPO on October 10, 2024, the Management Services Agreement with Partners Group was terminated in accordance with its terms.

First Lien Revolving Credit Facility Amendment

On October 10, 2024, the Company entered into an amendment to the Credit Agreement to increase the total borrowing capacity of the First Lien Revolving Credit Facility by $80.0 million to $240.0 million and extend the maturity date of $225.0 million of the facility (the “Revolving Extended Tranche Commitments”), inclusive of $145.0 million of commitments prior to the amendment, to the earlier of October 2029 or 91 days prior to the First Lien Term Loan Facility maturity date (“Springing Maturity Date”), unless on or prior to the Springing Maturity Date, the Company repays, repurchases, or redeems, in full, the First Lien Term Loan Facility (collectively, the “RCF Amendment”). The maturity date of the remaining $15.0 million of non-extended commitments under the First Lien Revolving Credit Facility was unchanged from June 2028. Additionally, pursuant to the RCF Amendment, the cap on the amount of letters of credit that can be drawn against the borrowing capacity of the First Lien Revolving Credit Facility increased to $172.5 million.

Repayment and Repricing of First Lien Term Loan

On October 30, 2024, the Company repaid $608.0 million of outstanding principal on the First Lien Term Loan Facility utilizing the net proceeds from the IPO, reducing the principal balance to $966.8 million, and, in conjunction, entered into a repricing amendment to the Credit Agreement ("Repricing Amendment"). As of the effective date of the Repricing Amendment, the First Lien Term Loan Facility bears interest at a variable rate equal to SOFR plus 3.25% per annum. Additionally, amounts drawn under the First Lien Revolving Credit Facility bear interest at SOFR plus an applicable rate between 2.75% and 3.25% per annum, and fees on the outstanding balance of letters of credit bear interest at an applicable rate between 2.75% and 3.25% per annum, based on a pricing grid of the Company’s First Lien Term Loan Facility net leverage ratio. The Repricing Amendment decreased the required quarterly principal payments on the First Lien Term Loan Facility to $2.4 million, beginning with the payment due for the quarter ended March 29, 2025. All other terms under the Credit Agreement remain unchanged. The Company expects to recognize a loss on extinguishment of debt as a result of the repayment of a portion of the First Lien Term Loan Facility.