Under the terms of the merger agreement, signed April 30, 2026, Shuttle will issue an aggregate of 8,000 of a newly designated Series B-1 Convertible Preferred Stock to United Dogecoin's equity holders in exchange for 100% of the outstanding shares of United Dogecoin. Upon subsequent receipt of Shuttle stockholder approval, the shares of Series B-1 Convertible Preferred Stock will be automatically convertible, at a conversion price of $1.24 (subject to adjustment), into an aggregate of approximately 32,258,064 shares of Shuttle's common stock, par value $0.00001 per share (the "Company Common Stock"), subject to customary beneficial ownership limitations. Following the consummation of the merger, United Dogecoin will merge with and into, and become, a wholly-owned subsidiary of Shuttle, and will operate alongside Shuttle's existing business.
In connection with the Merger, Shuttle entered into a securities purchase agreement with certain accredited investors in a concurrent private placement offering of 2,200 shares of newly designated Series B-2 Convertible Preferred Stock and common warrants ("Common Warrants") to purchase 100% of the number of shares of Company Common Stock underlying the Series B-2 Convertible Preferred Stock (10,679,612 shares) (the "Offering"). Upon subsequent receipt of Shuttle stockholder approval, the shares of Series B-2 Convertible Preferred Stock will be automatically convertible, at a conversion price of $1.03 (subject to adjustment), into an aggregate of approximately 9,708,738 shares of Company Common Stock, subject to customary beneficial ownership limitations. The Common Warrants have an exercise price of $1.03 and a 3-year term. The Series B-2 Convertible Preferred Stock and the Common Warrants issued in the Offering will not be exercisable or convertible until stockholder approval is obtained.