Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Sales of Unregistered Securities
The following sets forth information regarding all unregistered securities we have issued in the quarter ended June 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.
Common Stock
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. The proceeds were used for general corporate purposes.
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.
Class C Preferred Stock
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.
Warrants
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.
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Use of Proceeds
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. All shares issued and sold were registered pursuant to a registration statement on Form S-1 (File No. 333-287354) (as amended, the “Registration Statement”), declared effective by the SEC on June 10, 2025. 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.
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. Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., Jefferies LLC, BofA Securities, Inc., KeyBanc Capital Markets Inc., Nomura Securities International, Inc. and WR Securities, LLC acted as representatives of the underwriters for the IPO. The offering terminated after the sale of all securities registered pursuant to the Registration Statement.
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. 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.