What does it mean if I receive more than one Notice Card or set of Proxy Materials?
It means that your shares are held in more than one account at our transfer agent and/or with banks, brokers, or other nominees. To ensure all of your shares are voted, for each Notice Card and/or set of Proxy Materials you receive, vote online, by telephone, or, if you received a paper copy, by returning your signed proxy card.
Can I vote using the Notice Card?
No – the Notice Card identifies the matters to be voted on at the Annual Meeting, but cannot be used to vote. You can vote by following the instructions included on the Notice Card. If you would like to receive a paper copy of our Proxy Materials (including a paper proxy card), follow the instructions included on the Notice Card.
Who is entitled to vote at the Annual Meeting?
Stockholders of record at the close of business on the Record Date (April 17, 2026) are entitled to notice of, and to vote at, the Annual Meeting. At such time, there were 10,987,411 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), issued and outstanding and entitled to vote. Each share of our Class A Common Stock is entitled to one vote on each matter presented to stockholders at the Annual Meeting.
What is the difference between being a “record holder” and holding shares in “street name”?
A “record holder” holds shares in their own name. Shares held in “street name” are shares held in the name of a bank, broker, or other nominee on behalf of the beneficial owner.
How do I vote if I hold shares in street name?
If you hold shares in street name, the Notice Card or our Proxy Materials have been forwarded to you by your bank, broker, or other nominee. As the beneficial owner, you have the right to direct your bank, broker, or other nominee on how to vote your shares. To do so, follow the instructions provided by your bank, broker, or other nominee.
What is a “broker non-vote”?
If a beneficial owner does not instruct their bank, broker, or other nominee how to vote their shares, whether such bank, broker, or other nominee will be able to do so depends on whether, pursuant to applicable stock exchange rules, a matter is considered to be “routine.” Banks, brokers, and other nominees can exercise their discretion to vote uninstructed shares with respect to routine matters, but not with respect to non-routine matters. Under applicable rules and interpretations, non-routine matters are those that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, director elections (even if uncontested), executive compensation, and certain governance-related matters (even if supported by management). Accordingly, banks, brokers, and other nominees will be able to vote uninstructed shares on Proposal No. 2 (which is considered a routine matter), but not on Proposal No. 1 (which is considered a non-routine matter).
When there is at least one routine matter that a bank, broker, or other nominee votes on, the shares that are unvoted with respect to non-routine matters are counted as “broker non-votes.” A broker non-vote will occur if a bank, broker, or other nominee submits a proxy with respect to Proposal No. 2, but does not vote on Proposal No. 1 because it did not receive voting instructions on that proposal.
