STOCKHOLDERS’ EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| STOCKHOLDERS’ EQUITY |
NOTE 12 – STOCKHOLDERS’ EQUITY
Common Stock Issuances
Effective February 14, 2024, the Company settled the Soylent Opening Balance Holdback and $2,446,380 of equity consideration payable by issuing shares of Class A common stock to the Soylent Shareholders in accordance with the Soylent Merger Agreement. On the same date, the First Adjustment Date, the Company settled $18,099,951 of the $ fair value liability outstanding as of December 31, 2023 by issuing shares of Class A common stock to the Soylent Shareholders pursuant to the Soylent Merger Agreement and Stockholder Agreement. The Company also settled the remaining $2,446,380 equity payable from the Soylent Acquisition by issuing an additional shares of Class A common stock.
Effective May 20, 2024, the Company determined, in accordance with the Soylent Merger Agreement, that shares of the Opening Balance Holdback shares were not due. This resulted in a reduction of the related liability of $ and reduced the net settlement amount from $18,099,951 to $. The number of Class A common shares issued to the Soylent Shareholders was reduced to a net amount of shares. The Company recorded additional changes in the fair value of the derivative liability throughout 2024, resulting in a total share adjustment liability of $ as of December 31, 2024.
Following the expiration of the 18-month holdback period related to the AOS Acquisition, and with no outstanding claims, the Company issued shares of Class A common stock and $6,137 in cash to the former AOS shareholders on March 12, 2024. During the second quarter of 2024, following the expiration of the 18-month holdback period related to the Skylar Acquisition, the Company issued shares of Class A common stock to the Skylar Shareholders, satisfying an equity consideration payable of $2,314,732 as of the issuance date.
On May 15, 2025, the Second Adjustment Date under the Soylent Merger Agreement, the Company issued shares of Class A common stock to the Soylent Shareholders at a price of $ per share. The issuance fully satisfied the outstanding shares liability of $ as of March 31, 2025.
Skylar Class B Incentive Units
On July 1, 2025, Skylar issued Class B Incentive Units to BlueUTA, a service provider, in exchange for services rendered and to be rendered under a License Agreement. The Class B Units are non-voting, were issued without cash consideration, and are subject to both time-based and performance-based vesting conditions. The units include a $24 million distribution threshold and are intended to qualify as Profits Interests under IRS Revenue Procedures 93-27 and 2001-43.
The Class B Units were determined to be equity-classified based on their legal form and substantive characteristics, including participation in sale proceeds, subordination to debt, transferability with restrictions, and management’s stated intent to convey equity ownership. The units do not contain mandatory cash settlement provisions, redemption formulas, or off-market call rights. Management estimated the total grant-date fair value of the Class B Units to be $ million.
For the year ended December 31, 2025, the Company recognized compensation expense of $722,160 related to the Class B Units. For the year ended December 31, 2024, no compensation expense was recognized as the units were granted in 2025. |