Convertible Preferred Stock and Stockholders’ Deficit

6 Months Ended

Jun. 30, 2026

Equity [Abstract]

Convertible Preferred Stock and Stockholders’ Deficit

Convertible Preferred Stock and Stockholders’ Deficit

Capital Structure Following the Business Combination

In connection with the Closing of the Business Combination on May 7, 2026, the Company’s common shares were reclassified into Class A common stock and Class B common stock, par value $0.0001 per share, as described in Note 3, Reverse Recapitalization and Related Transactions. The Company is authorized to issue 310,000,000 shares of Class A common stock and 330,000,000 shares of Class B common stock. Class A and Class B common stock vote together as a single class, with one vote per Class A share and ten votes per Class B share; Class B common stock does not participate in the economic rights of the Company, including dividends, distributions, or liquidation proceeds. Accordingly, Class B common stock provides enhanced voting rights but does not represent an ownership interest in the Company's earnings or net assets. Class B common stock held by Apeiron Incubation Limited is subject to transfer restrictions set out in the Company’s Certificate of Formation, and does not otherwise convert into Class A common stock.

As of June 30, 2026, 128,972,162 shares of Class A common stock and 258,837,933 shares of Class B common stock were issued and outstanding. As of December 31, 2025, the Company had 10,233,183 shares of common stock issued and outstanding, prior to the Business Combination and 107,999,991 Class A common stock issued and outstanding, as retroactively adjusted for the Exchange Ratio, respectively. In addition, the Company has reserved sufficient shares of Class A common stock for issuance upon the exercise of the warrants.

Warrants

The following table summarizes the Company’s warrant activity for the six months ended June 30, 2026:

	Warrants	Exercise Price	Issued	Expiration	Classification
SAFE Warrants (1)	2,000,841	$9.9963	5/7/2026	5/7/2028	Equity
PIPE Common Warrants - Tranche 1 (2)	6,426,733	$3.89	6/17/2026	6/30/2031	Equity

Consultant warrants (3)	817,008	$1.23	4/2026	10/29/2035	Equity
Outstanding at June 30, 2026	9,244,582

(1) See Note 3, Reverse Recapitalization and Related Transactions

(2) Issued concurrently with the Class A common stock sold in the Tranche 1 Closing of the private placement described in Note 10, Private Placement Financing

(3) See Note 9, Stock Based Compensation

Convertible Preferred Stock Outstanding

Prior to the Business Combination, the Company had outstanding Series A-1, Series A-2 and Series B convertible preferred shares, collectively referred to as "Enhanced preferred shares."

Each share of preferred stock was, at the option of the holder, convertible at any time into common shares at a specified conversion price, determined by multiplying the number of preferred shares being converted by the applicable conversion rate. The conversion rate in effect at any time was determined by dividing the preferred stock issue price by the conversion price then in effect. The conversion price applicable to the Series A-1 preferred shares was $1.65 per share, the conversion price applicable to the Series A-2 preferred shares was $3.30 per share, and the conversion price applicable to the Series B preferred shares was $14.35 per share.

The preferred stock was also subject to automatic conversion into common stock upon a qualified public offering or special purpose acquisition company transaction meeting specified minimum proceeds thresholds, or upon the written consent of the requisite holders. In connection with the closing of the Business Combination on May 7, 2026, all outstanding shares of Series A-1, Series A-2, and Series B preferred stock automatically converted into common shares in accordance with these terms, and the resulting common shares were then exchanged for Class A common shares of the combined company pursuant to the Business Combination Agreement and the applicable Exchange Ratio. No shares of preferred stock remain outstanding as of June 30, 2026. See Note 3, Reverse Recapitalization and Related Transactions for further detail.

Private Placement Financing

Transaction Overview

On June 14, 2026, the Company entered into a Securities Purchase Agreement (the "SPA") with certain investors, including Apeiron Investment Group Limited ("Apeiron"), the family office of Co-Founder and Chairman Christian Angermayer, and Maximilian Martin, Co-Founder and Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 12,853,468 shares of Class A Common Stock and accompanying common warrants (the "Common Warrants") at a combined purchase price of $3.89 per share, for expected aggregate gross proceeds of approximately $50.0 million.

The private placement is structured in three sequential closings:

•Tranche 1 Closing occurred on June 17, 2026, pursuant to which the Company issued 6,426,733 shares of Class A Common Stock and 6,426,733 Common Warrants to purchase 6,426,733 shares of Class A Common Stock at an exercise price of $3.89 per share, generating gross proceeds of $25.0 million. A portion of the Tranche 1 Closing proceeds was used to repay in full the outstanding principal and accrued interest under the Working Capital Promissory Note dated March 18, 2026 issued by the Company in favor of Apeiron;

•Tranche 2 Closing occurred on July 23, 2026, generating gross proceeds of $11.7 million from Apeiron. Prior to June 30, 2026, the Company received $8.5 million from Apeiron as partial funding toward the Tranche 2 Closing. As Tranche 2 Closing had not occurred as of June 30, 2026, and the related shares and warrants had not yet been issued, the $8.5 million received was recorded as Additional Paid in Capital in the accompanying condensed consolidated balance sheets;

•Tranche 3 Closing is expected to close shortly and is expected to generate gross proceeds of approximately $13.3 million consisting of approximately $8.3 million from Apeiron and approximately $5.0 million from the Company's Chief Executive Officer.

Concurrently with each closing, the Company executed a Registration Rights Agreement obligating it to file a registration statement covering the resale of the shares and warrant shares issued at each respective closing within 30 days of such closing, subject to liquidated damages for any missed deadlines of 1.0% of aggregate proceeds per 30-day period, capped at 3.0% in the aggregate.

Accounting Treatment

Under ASC 815-40, the Common Warrants are indexed to the Company's own stock and meet all settlement conditions required for equity classification. The shares of Class A Common Stock and Common Warrants are both classified as equity, and the proceeds from each closing are allocated between the two instruments based on their relative fair values at the respective closing date, with the fair value of the Common Warrants of $3.02 determined using a Monte Carlo simulation model to capture path-dependent features including the accelerated expiration provision and the anti-dilution adjustment. The table below presents the key assumption utilized in the valuation.

Valuation date	6/17/2026
Exercise price	3.89
Contractual term	5.0 years
Expiration Date	6/30/2031
Risk-free interest rate	4.23%
Expected volatility	105.0%
Expected dividend yield	0