REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHT AND SHARE PURCHASE AGREEMENT	3 Months Ended
Mar. 31, 2025
Equity [Abstract]
REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHT AND SHARE PURCHASE AGREEMENT	REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHT, AND SHARE PURCHASE AGREEMENT Redeemable Preferred Stock As of March 31, 2025, 5.0 million shares of non-voting Convertible Series A Preferred Stock (“Preferred Stock”) are issued and outstanding. Each share of Preferred Stock has a stated value of $10.00, for an aggregate value of $50.0 million. The Preferred Stock was issued to certain funds and accounts managed by Encompass Capital Advisors LLC, a related party, and has a term of 3 years from December 23, 2024. If not converted by the holder, we are required to redeem the Preferred Stock at maturity at par value plus any accrued and unpaid dividends. The Preferred Stock will rank senior to the Common Stock but junior to all debt obligations of the Company and will have a liquidation preference equal to $10.00 per share of Preferred Stock plus accrued but unpaid dividends. The Preferred Stock carries 6% cash dividends, accruing on the funding of the first tranche and payable in arrears (i) on the dividend date 18 months after the first tranche funding and (ii) every six months after such dividend payment date. For the three months ended March 31, 2025, we recognized $0.8 million of accumulated and unpaid dividends. At our sole discretion upon proceeding to a final investment decision on a solar cell manufacturing facility, we may issue an additional second tranche of 5.0 million shares of Series A Preferred Stock to the holders in exchange for $50.0 million (“Tranche Right”). The Preferred Stock has a conversion price of $2.50 per share of Common Stock, however if we elect not to utilize the Tranche Right on the date that the Company proceeds with its final investment decision with respect to a solar cell manufacturing facility, the conversion price is reduced to $1.79 per share of Common Stock. The conversion rights are held by the holder of the Preferred Stock. Anti-dilution Right In connection with the Trina Business Combination, we provided Trina Solar (Schweiz) AG the right (“Anti-dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar (Schweiz) AG’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $2.50 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-dilution Right was a freestanding financial instrument and classified it as an other long term liability on our condensed consolidated balance sheets, initially recorded at fair value. The Anti-dilution Right is subsequently revalued until anti-dilution shares are issued or expired, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment. Share Purchase Agreement On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. The purchase and sale of the shares are conditioned upon, amongst other things, CFIUS approval of the transaction. In the event CFIUS approval does not occur, the Company will not be obligated to proceed with the transaction and the Company shall use its best efforts, within six months, to sell an equivalent number of shares of Common Stock in a private offering or public offering at such price per share as the Company shall determine in its absolute direction (the “Alternative Transaction Purchase Price”). If the Alternative Transaction Purchase Price (net of any commissions, fees and expenses) exceeds $1.05, the Company shall pay to the investor an amount equal to the excess multiplied by the number of shares sold (up to the number of shares proposed to be sold pursuant to this agreement). In the event that the Company has not been able to complete such sale of Common Stock by the end of such six month period, no payment shall be due from the Company to the investor. We recognized the Share Purchase Agreement as a derivative liability on our condensed consolidated balance sheets and initially recorded it at fair value. The Share Purchase Agreement is subsequently revalued until shares are issued or in the event of CFIUS turndown, a cash payment occurs with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.

The Preferred Stock was issued to certain funds and accounts managed by Encompass Capital Advisors LLC, a related party, and has a term of 3 years from December 23, 2024. If not converted by the holder, we are required to redeem the Preferred Stock at maturity at par value plus any accrued and unpaid dividends. The Preferred Stock will rank senior to the Common Stock but junior to all debt obligations of the Company and will have a liquidation preference equal to $10.00 per share of Preferred Stock plus accrued but unpaid dividends. The Preferred Stock carries 6% cash dividends, accruing on the funding of the first tranche and payable in arrears (i) on the dividend date 18 months after the first tranche funding and (ii) every six months after such dividend payment date. For the three months ended March 31, 2025, we recognized $0.8 million of accumulated and unpaid dividends.

The Preferred Stock has a conversion price of $2.50 per share of Common Stock, however if we elect not to utilize the Tranche Right on the date that the Company proceeds with its final investment decision with respect to a solar cell manufacturing facility, the conversion price is reduced to $1.79 per share of Common Stock. The conversion rights are held by the holder of the Preferred Stock.

In connection with the Trina Business Combination, we provided Trina Solar (Schweiz) AG the right (“Anti-dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar (Schweiz) AG’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $2.50 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-dilution Right was a freestanding financial instrument and classified it as an other long term liability on our condensed consolidated balance sheets, initially recorded at fair value. The Anti-dilution Right is subsequently revalued until anti-dilution shares are issued or expired, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.

On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. The purchase and sale of the shares are conditioned upon, amongst other things, CFIUS approval of the transaction. In the event CFIUS approval does not occur, the Company will not be obligated to proceed with the transaction and the Company shall use its best efforts, within six months, to sell an equivalent number of shares of Common Stock in a private offering or public offering at such price per share as the Company shall determine in its absolute direction (the “Alternative Transaction Purchase Price”). If the Alternative Transaction Purchase Price (net of any commissions, fees and expenses) exceeds $1.05, the Company shall pay to the investor an amount equal to the excess multiplied by the number of shares sold (up to the number of shares proposed to be sold pursuant to this agreement). In the event that the Company has not been able to complete such sale of Common Stock by the end of such six month period, no payment shall be due from the Company to the investor. We recognized the Share Purchase Agreement as a derivative liability on our condensed consolidated balance sheets and initially recorded it at fair value. The Share Purchase Agreement is subsequently revalued until shares are issued or in the event of CFIUS turndown, a cash payment occurs with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.