2 min read
Sources:
Form 1-A, Kevin's account, Kevin's account (Sept 29, 2026), press and public records
["default","default","default","rose"]
Short answer
The company’s capital today carries coupons: 5% on $38.6 million of bonds and 7% on whatever preferred it sells. The bonds may convert to common at $1.40 from 2027; the preferred converts on December 31, 2029; the option plan’s first vesting date is December 17, 2030. If those happen, by 2030 the company would have only common stock and no interest or dividend obligations, which Kevin calls a clean cap table and a setup for a potential IPO. The filing says no listing is planned or promised and no market exists. 123
Bonds convert: From Jan 1, 2027 (at $1.40, if independently valued at $1.40 or more)
Preferred converts: Dec 31, 2029 (automatic)
Options vest earliest: Dec 17, 2030 (if hurdles are met)
IPO: Not promised ("no guarantee of public listing")
The pieces
The bonds: $38.6 million at 5%, convertible into non-voting common at $1.40 from January 1, 2027 if an independent valuation finds the company worth at least $1.40 a share, about 27.6 million shares if all convert. The preferred: 7% until December 31, 2029, then one common share per preferred share, automatically. The options: 185.9 million at $0.66, vesting no earlier than December 17, 2030 and only if price and valuation hurdles are met. 1
Kevin’s account
Kevin’s account
The convertible bond round and this preferred offering pay yield for a defined period, but they have expirations. On this trajectory, by 2030 none of them will require a dime of expensing from the company, giving a very clean cap table for 2030 and beyond, for a potential IPO. Obviously you cannot guarantee what the market or the company’s growth stage will be then. 3
What the filing promises
Nothing. The section titled Liquidity Strategy and No Guarantee of Public Listing says the company may pursue a listing when it is large enough, that no assurance can be given, and that there is no public market now and none is expected. An investor in the preferred should plan to hold non-voting common stock indefinitely after 2029. 2
What to watch
Whether the bonds convert in 2027, which requires the valuation test; whether the option hurdles, $2.37 per share and $200 million for the first tranche, are approached; and whether the preferred sells out. Each is reported in the semiannual filings and will be logged on this site.
From the September 29, 2026 Q&A
Kevin’s account
The board, as of the third quarter of 2026, has not yet decided to hire a valuation firm for the convertible bonds. 4
The dates, from the filings
January 1, 2026: the company may call the 712,500 warrants at $1.00. January 1, 2027: the bonds convert automatically at $1.40 in any year an independent valuation, done within 180 days of year start, supports it. January 1, 2030: the company may prepay the bonds. December 17, 2030: the option cliff. December 31, 2032: bond maturity, principal plus unpaid interest if never converted. The option plan’s share-price formula for an unlisted company, 20 times annual recurring revenue plus two times real estate book value, and its statement that nonstatutory options create a tax bill on exercise that pushes insiders toward a listing, are the clearest written signals of how management thinks about going public. 56
By 2030 the coupons are designed to be gone and everything is common stock. An IPO is the hope that follows, and the filing calls it exactly that. 12
Simply put
✅ Today
➡️ The company pays 5% on its bonds and 7% on its preferred.
✅ By 2030
➡️ Bonds become shares. Preferred becomes shares. Nothing left to pay a coupon on.
➡️ That is the clean cap table.
✅ Then what
➡️ Maybe a stock market listing, if the company is big enough and the market is willing.
➡️ The filing says it cannot promise that, and today there is no way to sell your shares.
Sources
Form 1-A, Securities Being Offered (bond conversion terms; preferred automatic conversion December 31, 2029); Form 1-SA Note 8 (option plan vesting December 17, 2030) Open the filing
Form 1-A, Liquidity Strategy and No Guarantee of Public Listing Open the filing
Kevin's account, The a new class of stock offering: “by 2030 none of them will require a dime of expensing from the company, giving a very clean cap table for 2030 and beyond, for a potential IPO” Read the excerpt
Kevin's account (Sept 29, 2026), Question 90, bond valuation Read the excerpt
Form 1-SA for the six months ended June 30, 2025, filed September 29, 2025, Note 5 and Note 6 Open
Form 1-U, current report dated December 17, 2025 (2025 Nonstatutory Stock Option Plan), filed December 23, 2025, Executive Summary, items 4 and 5 Open
