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Recent Sales of Unregistered Securities
−Removed: The following sets forth information regarding all unregistered securities we have issued in the quarter ended June 30, 2025.
+Added: The following sets forth information regarding all unregistered securities we have issued in the quarter ended September 30, 2025 .
Unless stated otherwise, the sale of the securities listed below were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering.
−Removed: In the second quarter of 2025, we issued an aggregate of 37,409 shares of common stock to investors in private placements at a price of $22.84 per share.
−Removed: The proceeds were used for general corporate purposes.
−Removed: In the second quarter of 2025, we issued an aggregate of 34,231 shares of common stock in connection with our acquisition of Optical Physics Company.
−Removed: Class C Preferred Stock
−Removed: In the second quarter of 2025, we issued an aggregate of 449,671 shares of our Class C Convertible Preferred Stock to investors in private placements, at a price of $43.82 per share.The proceeds were used for general corporate purposes.
−Removed: In May 2025, we issued a warrant to purchase up to 86,889 shares of our common stock with an exercise price of $43.82 as consideration to a broker-dealer in connection with our Class C Preferred Stock offering.
−Removed: Use of Proceeds
−Removed: On June 10, 2025, in connection with our IPO, we issued and sold an aggregate of 14,200,645 shares of our Class A common stock, which includes the exercise in full by the underwriters of their option to purchase an additional 1,852,258 shares of Class A Common Stock, at a price to the public of $31.00 per share.
−Removed: All shares issued and sold were registered pursuant to a registration statement on Form S-1 (File No.
−Removed: 333-287354) (as amended, the “Registration Statement”), declared effective by the SEC on June 10, 2025.
−Removed: We received gross proceeds of $440.2 million from our sale of Class A common stock in our IPO (including the sale of shares under the over-allotment option) and received net proceeds of $409.4 million, after deducting underwriting discounts, commissions and other expenses in the month of $30.8 million.
−Removed: No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
−Removed: Morgan Stanley & Co.
−Removed: Morgan Securities LLC, Barclays Capital Inc., Jefferies LLC, BofA Securities, Inc., KeyBanc Capital Markets Inc., Nomura Securities International, Inc.
−Removed: and WR Securities, LLC acted as representatives of the underwriters for the IPO.
−Removed: The offering terminated after the sale of all securities registered pursuant to the Registration Statement.
−Removed: The Company used a portion of the net proceeds from the IPO to repay the Credit Facility borrowings used for the extinguishment of the Term Loan.
−Removed: There have been no material changes in the expected use of net proceeds from our IPO as described under the heading “Use of Proceeds” in our Prospectus.
+Added: Class A Common Stock
+Added: On August 6, 2025, we issued an aggregate of 161,223 shares of Class A common stock in connection with our acquisition of ElectroMagnetic Systems, Inc.
DEFAULTS UPON SENIOR SECURITIES.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.