To me, 2.618 billion would be on a fully diluted basis.
At this point, if the closing were to happen now, I would only assume 1.020 billion shares outstanding. Until they file the certificate of designation, we won't know what triggers the mandatory conversion event for the Series C Preferred Stocks.
A certificate of designation (sometimes referred to as a "certificate of determination") is a document filed by a corporation with the appropriate state agency (usually the Secretary of State) in the state of incorporation. It becomes an integral part of the corporation's charter [2]. This certificate outlines the specific powers, designations, preferences, and relative rights of a particular class or series of stock within the corporation. Typically, it is used to define the characteristics and privileges associated with preferred stock. Here are some key points often covered in a certificate of designation: 1. Series Information: The certificate specifies the series of stock (e.g., Series A Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock). 2. Number of Shares: It indicates the authorized number of shares for that series. 3. Definitions: Definitions of terms relevant to that series (e.g., "Affiliate," "Business Day," etc.). 4. Rights and Restrictions: Details about voting rights, dividend preferences, conversion features, and other special rights. 5. Filing and Amendments: The certificate is filed with the state and may be amended or restated as needed [1] [3]. In essence, a certificate of designation provides clarity on the unique features of a specific class or series of stock, ensuring transparency and consistency within the corporation's structure. Source: 1. Certificate of Designation - Glossary of Relevant Terms - Nick Yocca ... https://www.yocca.us/44-certificate-designation 2. Certificate of Designations - SEC.gov https://www.sec.gov/Archives/edgar/data/1386278/000138627811000024/certificateofdesignations.htm 3. Certificate of Designations Definition: 4k Samples | Law Insider https://www.lawinsider.com/dictionary/certificate-of-designations 4. Certificate of Designation Definition: 4k Samples | Law Insider https://www.lawinsider.com/dictionary/certificate-of-designation 5. Illinois LLC Certificate of Designation - Illinois Secretary of State https://www.ilsos.gov/publications/pdf_publications/llc3740.pdf