The Updated Preliminary Prospectus reflects targeted changes in three main sections:
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Summary Consolidated Financial and Other Data
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Figures refreshed to incorporate pro?forma effects of certain one?time accounting items tied to the IPO.
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Capitalization
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Adjusted to show:
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The expected one?time “other expense” charge from the Q3?2025 modification of the Founder Voting Preferred Stock and Founder Non?Voting Preferred Stock terms (previously disclosed under “Capitalization?—?Founder Preferred Stock Adjustments”).
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The expected one?time deemed dividend from the Series?B Preferred Stock conversion that will occur at IPO closing.
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Dilution
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Updated pro?forma balance sheet and dilution table now also reflect:
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The cumulative tax benefit from share?based compensation expense on RSUs that will meet their liquidity?event condition at IPO.
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Other conforming edits to keep all sections consistent.
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Why It Matters
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These aren’t changes to the offering size, price range, or structure — those remain 21.43?M shares at $13–$15, split evenly between the company and selling stockholders.
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The updates are accounting and disclosure refinements so investors see the post?IPO capital structure and per?share math with all known one?time items baked in.
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It’s common for late?stage S?1 amendments to “true up” pro?forma financials before pricing.
