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Net Loss Per Share

6 Months Ended

Jun. 30, 2025

Net Loss Per Share

Net Loss Per Share

NOTE 5 — Net Loss Per Share

Basic net income (loss) per share is calculated by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common shareholders by the weighted-average number of common shares and potentially dilutive common share equivalents outstanding for the period determined using the treasury-stock and if-converted methods. For the purpose of the diluted net loss per share calculation, common stock equivalents are considered to be potentially dilutive securities.

Prior to the Business Combination closing date, the Legacy Company was a limited liability company and issued Series A, Series B and Series C membership units. Series A units are entitled to a preferred rate of return and Series C units are equivalent to profits interests. Only Series B units have voting rights. All Series B and Series C units are used in the computation of net loss per unit.

The Legacy Company has also issued a number of warrants, exercisable at $0.01 per unit at any time from the warrant agreement execution dates to the exercise period end dates. Depending on the warrant agreement, the exercise period varies from seventh to tenth anniversary of the warrant agreement execution date. Given the nominal exercise price, penny warrants are considered to be outstanding in the context of basic earnings per share, and thus the units are included in the computation of basic and diluted earnings per unit as of June 30, 2024. However, the puttable warrants associated with the Bay Point note are anti-dilutive. Therefore, the Bay Point warrants are excluded from the calculation of diluted net loss per unit for the three and six months ended June 30, 2024. All warrants issued by the Legacy Company were exercised upon completion of the Business Combination on January 2, 2025. As of June 30, 2025 and 2024, there were 0 and 1,558,921 equivalent post-Business Combination warrants outstanding, respectively.

Following the completion of the Business Combination, the Company issued common stock to its stockholders. It had 43,199,543 and 33,254,351 weighted average shares of Common Shares for the three and six months ended June 30, 2025. For the three and six months ended June 30, 2024, the Company had equivalent weighted average Common Shares of 14,184,397.

The dividend calculation in the numerator represents the dividend expenses accrued but not yet paid for the periods indicated to the various owners of Series A units. Series A Units entitle the holders to receive an eight percent per annum rate of return on the unrecovered capital contribution of such holders.

Series A units, some of which are redeemable and some of which are nonredeemable, are excluded in the net loss per unit calculation below as they are not participating units. Series C units are non-voting units. These units are included in the basic and diluted weighted Series B units and Series C units outstanding calculation below. Warrants are also included in the below calculation of basic and diluted weighted average Series B units and Series C units outstanding because they are fully exercisable at any time by the holders.

The following table sets forth the computation of the Company’s basic and diluted net loss per share for the three and six months ended June 30, 2025 and 2024.


		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2025			2024			2025			2024
		(As Restated)						(As Restated)
Numerator:
Net loss		$	(6,940,179)		$	(5,707,104)		$	(24,845,419)		$	(24,144,557)
Dividend			—			(556,170)			—			(1,101,529)
Earnings available for common shares/units		$	(6,940,179)		$	(6,263,274)		$	(24,845,419)		$	(25,246,086)
Denominator:
Weighted average common shares/units outstanding (basic)			44,140,202			14,184,397			33,756,838			14,184,397
Dilutive effect of potential shares/units			—			—			—			—
Weighted average common shares/units outstanding (diluted)			44,140,202			14,184,397			33,756,838			14,184,397
Basic loss per share/unit		$	(0.16)		$	(0.44)		$	(0.74)		$	(1.78)
Diluted loss per share/unit		$	(0.16)		$	(0.44)		$	(0.74)		$	(1.78)