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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 21. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were available to be issued. Based upon this review, the Company identified the following subsequent event that would have required disclosure in the consolidated financial statements. On January 14, 2026, the Company converted $29,400 of principal amount under the October 24, 2025 debt exchange agreement (see Note 15, Debt) into 100,000 shares of its Class A Common Stock. On January 21, 2026, the Company converted $21,420 of principal amount into 75,000 shares of its Class A Common Stock. On January 27, 2026, the Company converted $65,320 of principal amount into 200,000 shares of its Class A Common Stock. On February 20, 2026, the Company converted $76,429 debt into 285,075 shares of its Class A Common Stock. Following these transactions, $4,273,116 in principal remains outstanding under the Loan and Security Agreement dated July 18, 2024. On February 10, 2026, the Company entered into an Exchange Agreement with the same holders of its outstanding promissory notes issued pursuant to the Loan and Security Agreement dated July 18, 2024. Under the terms of the agreement, the holders agreed to exchange an aggregate principal amount of $1,200,000 of such notes for shares of the Company’s Class A common stock, par value $0.001 per share. On February 25, 2026, the Company converted $274,100 of principal amount under the February 10, 2026 debt exchange agreement into 1,000,000 shares of its Class A Common Stock. Following these transactions, $3,999,116 in principal remains outstanding under the Loan and Security Agreement dated July 18, 2024. On February 24, 2026, the Compensation Committee of the Board of Directors approved the grant of an aggregate of 2,545,719 shares of restricted Class A common stock to certain executive officers, directors, and employees under the Company’s 2024 Equity Incentive Plan. The restricted stock vests in eight equal quarterly installments over a two-year period, with full acceleration upon a Change of Control or a Major Financing resulting in net proceeds to the Company in excess of $10 million. Additionally, the Compensation Committee approved amendments to the vesting schedules of certain outstanding 2025 restricted stock awards to accelerate vesting upon the occurrence of a Major Financing or Change of Control. The Compensation Committee also approved an amendment to Section 3.1(a) of the 2024 Equity Incentive Plan to increase the number of shares available for grant by 1.4 million shares. On March 6, 2026, the Company converted $26,670 of principal amount under the February 10, 2026 debt exchange agreement into 100,000 shares of its Class A Common Stock. Following these transactions, $3,972,346 in principal remains outstanding under the Loan and Security Agreement dated July 18, 2024. On March 10, 2026, the Company converted $260,400 of principal amount under the February 10, 2026 debt exchange agreement into 1,000,000 shares of its Class A Common Stock. Following these transactions, $3,711,946 in principal remains outstanding under the Loan and Security Agreement dated July 18, 2024.

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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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