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SUBSEQUENT EVENTS | 6 Months Ended
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Jun. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS Conversions of Convertible Notes Between July 1, 2025 and August 14, 2025, the Company issued approximately 5.1 million shares of its Class A common stock upon the conversion of approximately $6.1 million in aggregate principal and accrued interest under its outstanding convertible notes payable. Series B Preferred Stock Between July 1, 2025 through August 14, 2025, the Company sold an aggregate of 10,955 shares of its Series B Convertible Preferred Stock for gross proceeds of approximately $11.0 million. In addition, during that same period, an aggregate of $10.5 million in stated value of Series B Convertible Preferred Stock was converted into approximately 13.3 million shares of the Company’s Class A common stock. Circle 8 Promissory Note On July 16, 2025, Circle 8 entered into a financing agreement with Flagstar Financial & Leasing, LLC. Pursuant to the terms of the agreement, Circle 8 executed a promissory note in the principal amount of $1.4 million, bearing interest at a fixed rate of 6.4% per annum. The loan is payable over a term of four years in 47 monthly installments of approximately $32,000 beginning on August 20, 2025, with a final balloon payment of the remaining principal and accrued interest due on July 20, 2029. The financing is secured by a first priority lien on a newly acquired mobile crane. The proceeds of the loan were disbursed directly to the equipment vendor and to cover related financing costs. The Company is evaluating the appropriate accounting treatment for this transaction, which is expected to be classified as a secured equipment loan and recognized as a long-term liability, with the corresponding asset capitalized and depreciated over its estimated useful life. Series H Convertible Preferred Stock On July 31, 2025, the Company entered into a securities purchase agreement (the “July 2025 SPA”) with Ault & Company, pursuant to which it agreed to sell, in one or more closings, to Ault & Company up to 100,000 shares of Series H convertible preferred stock (“Series H Preferred Stock”) for a total purchase price of up to $100.0 million. The July 2025 SPA provides that the financing may be conducted through one or more closings. As of the date of this filing, no shares of Series H Preferred Stock have been sold, nor has its Certificate of Designations been filed with the State of Delaware, the jurisdiction where the Company is incorporated. Each share of Series H Preferred Stock has a stated value of $1,000.00 and is convertible into shares of class A common stock at a conversion price equal to the greater of (i) $0.10 per share and (ii) the lesser of (A) $0.79645 or (B) 105% of the volume weighted average price of the class A common stock during the five trading days immediately prior to the date of conversion. The conversion price is subject to adjustment in the event of an issuance of Class A common stock at a price per share lower than the conversion price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of Series H Preferred Stock are entitled to cumulative cash dividends at an annual rate of 9.5%, or $95.00 per share, based on the stated value per share. Dividends shall accrue for 10 years from the date of issuance of such shares of Series H Preferred Stock and are payable monthly in arrears. For the first two years, the Company may elect to pay the dividend amount in shares of Class A common stock rather than cash. The holders of the Series H Preferred Stock are entitled to vote with the Class A common stock as a single class on an as-converted basis. 2025 Stock Incentive Plan and Option Grants On July 31, 2025, the Board of Directors approved grants of 7.25 million non-qualified stock options to purchase shares of Class A common stock for the Company’s directors and executive officers. The grants were issued on August 12, 2025, at an exercise price of $0.72 per share. These grants are made outside of the 2025 Stock Incentive Plan and are subject to stockholder and exchange approval. On July 31, 2025, the Board also approved the Company’s 2025 Stock Incentive Plan, which authorizes the issuance of up to 8.0 million shares, and approved grants of options under the plan covering an aggregate of 6.2 million shares to employees at an exercise price of $0.72 per share. Vesting for all 13.45 million grants is 50% upon stockholder and exchange approval and 50% in equal monthly installments over 24 months beginning January 1, 2026.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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