Long-Term Debt and Notes Payable (Details) - USD ($)
|
|
|
|
|
|
|
|
|
|
2 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
|
Mar. 18, 2025 |
Feb. 11, 2025 |
Dec. 04, 2024 |
Feb. 14, 2024 |
Nov. 13, 2023 |
Jan. 27, 2023 |
Jan. 20, 2023 |
Dec. 31, 2022 |
Jun. 25, 2019 |
Dec. 31, 2023 |
Mar. 31, 2025 |
Mar. 31, 2024 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Jan. 15, 2024 |
Nov. 15, 2023 |
Nov. 14, 2023 |
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
|
|
|
|
|
$ 56,422
|
$ 128,543
|
$ 42,279
|
$ 425,837
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
43,072,378
|
|
43,802,149
|
|
|
|
|
Unamortized discount |
|
|
|
|
|
|
|
|
|
6,516,651
|
|
|
9,080,910
|
$ 6,516,651
|
|
|
|
Fair value adjustment of warrants |
|
|
|
|
|
|
|
|
|
(187,704)
|
162,520
|
624,055
|
804,004
|
|
|
|
|
Issuance of notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
698,620
|
|
|
|
|
Covertible notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
891,364
|
|
|
|
|
Convertible note liability |
|
|
|
|
|
|
|
|
|
|
129,746
|
|
192,744
|
|
|
|
|
Unamortized financing costs |
|
|
|
|
|
|
|
|
|
2,147,346
|
756,307
|
|
834,853
|
$ 2,147,346
|
|
|
|
Gain or loss on extinguishment |
|
|
|
|
|
|
|
|
|
|
92,294
|
|
1,638,138
|
|
|
|
|
Change in fair value of convertible notes |
|
|
|
|
|
|
|
|
|
|
$ (129,746)
|
|
$ (192,744)
|
|
|
|
|
Percentage of volume weighted average price |
|
|
|
|
|
|
|
|
|
|
90.00%
|
|
|
|
|
|
|
Number of trading days |
|
|
|
|
|
|
|
|
|
|
10 days
|
|
|
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per warrant (in Dollars per share) |
|
|
|
|
|
|
|
|
|
$ 1
|
|
|
$ 1
|
$ 1
|
|
|
|
Fair value adjustment of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,681,849
|
$ 4,777,971
|
|
|
|
Term Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 28,000,000
|
|
Debt payment term, description |
|
|
|
|
|
|
|
|
|
|
Payments of principal and interest will be due on the 15th day of each calendar month, beginning December 15, 2023,
each in an amount equal to the Monthly Payment Amount (as defined in the Term Loan Agreement), except that the principal and interest
payment due on the Maturity Date will be in the amount of the entire remaining principal amount of the Term Loan and all accrued but
unpaid interest then outstanding. An additional one-time payment of principal is due on the date the annual financial report for the
year ending December 31, 2024, is due to be delivered by Borrower to Lender in an amount that Excess Cash Flow (as defined in the Term
Loan Agreement) exceeds the Debt Service Coverage Ratio (as defined in the Term Loan Agreement) of 1.35x as of the end of such quarter;
provided that in no event shall the amount of the payment exceed $5,000,000.
|
|
Payments of principal and interest will be due on the 15th day
of each calendar month, beginning December 15, 2023, each in an amount equal to the Monthly Payment Amount (as defined in the Term Loan
Agreement), except that the principal and interest payment due on the Maturity Date will be in the amount of the entire remaining principal
amount of the Term Loan and all accrued but unpaid interest then outstanding. An additional one-time payment of principal is due on the
date the annual financial report for the year ending December 31, 2024, is due to be delivered by Borrower to Lender in an amount that
Excess Cash Flow (as defined in the Term Loan Agreement) exceeds the Debt Service Coverage Ratio (as defined in the Term Loan Agreement)
of 1.35x as of the end of such quarter; provided that in no event shall the amount of the payment exceed $5,000,000.
|
|
|
|
|
Debt borrowing, description |
|
|
|
|
|
|
|
|
|
|
The
Borrower may elect to prepay all or a portion greater than $1,000,000 of the amounts owed prior to the Maturity Date. In addition to
the foregoing, the Borrower is required to prepay the Term Loan with the net cash proceeds of certain dispositions and upon the decrease
in value of collateral.
|
|
The
Borrower may elect to prepay all or a portion greater than $1,000,000 of the amounts owed prior to the Maturity Date. In addition to
the foregoing, the Borrower is required to prepay the Term Loan with the net cash proceeds of certain dispositions and upon the decrease
in value of collateral.
|
|
|
|
|
Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
15.00%
|
|
15.00%
|
15.00%
|
|
|
|
|
|
|
|
|
|
|
Merchant Cash Advances [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized discount |
|
|
|
|
|
|
|
|
|
|
$ 272,912
|
|
$ 222,916
|
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
208,224
|
|
|
|
|
|
|
Senior Secured Term Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds of the term loan |
|
|
|
|
|
|
|
|
|
|
2,600,000
|
|
$ 2,600,000
|
|
|
|
|
Percentage of interest |
|
|
|
|
|
|
|
|
|
|
|
|
6.50%
|
|
|
|
|
Borrower deposit |
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000,000
|
|
|
|
|
Fund deposited |
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
$ 500,000
|
|
|
|
|
Debt service reserve account, percentage |
|
|
|
|
|
|
|
|
|
|
10.00%
|
|
10.00%
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
$ 27,680,703
|
|
|
$ 23,696,417
|
27,680,703
|
|
|
|
Prime interest |
|
|
|
|
|
|
|
|
|
|
6.50%
|
|
|
|
|
|
|
Principal balance |
|
|
|
|
|
|
|
|
|
|
$ 22,563,093
|
|
23,696,417
|
|
|
|
|
Senior Secured Term Loan Agreement [Member] | Term Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized discount |
|
|
|
|
|
|
|
|
|
$ 1,036,895
|
|
|
611,938
|
1,036,895
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
162,339
|
|
171,714
|
$ 173,004
|
|
|
|
Unamortized financing costs |
|
|
|
|
|
|
|
|
|
|
483,395
|
|
611,938
|
|
|
|
|
Seller Promissory Note [Member] | Term Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
15,000,000
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
$ 3,595,684
|
|
2,952,123
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
15,000,000
|
|
|
|
|
Maturity date |
|
|
|
|
|
|
|
|
|
|
May 15, 2024
|
|
|
|
|
|
|
Private Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 600,000
|
|
|
|
|
Accrued interest |
|
|
|
|
$ 168,271
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
2,089,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per warrant (in Dollars per share) |
|
|
|
|
|
|
|
|
|
$ 11.5
|
|
|
$ 11.5
|
$ 11.5
|
|
|
|
Number of warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
5,434,000
|
|
|
|
|
Additional cash received |
|
|
|
|
|
|
|
|
|
|
|
|
$ 450,000
|
|
|
|
|
Additional warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
450,000
|
|
|
|
|
Loss on extinguishment |
|
|
|
|
$ 2,280,437
|
|
|
|
|
|
|
|
$ 88,660
|
|
|
|
|
Working capital |
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
Fair value adjustment of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
309,960
|
|
|
|
|
Outstanding working capital notes |
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
Gain or loss on extinguishment |
|
|
|
|
|
|
|
|
|
|
|
|
$ 88,660
|
|
|
|
|
Private Notes Payable [Member] | Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
|
|
5,884,000
|
|
|
|
|
Private Notes Payable [Member] | Term Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
$ 5,434,000
|
|
|
|
$ 5,434,000
|
|
|
|
Unamortized discount |
|
|
|
|
|
|
|
|
|
1,135,131
|
|
|
$ 1,519,786
|
1,135,131
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
$ 145,761
|
158,801
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
$ 5,434,000
|
|
|
|
$ 5,434,000
|
|
|
|
Prime interest |
|
|
|
|
|
|
|
|
|
|
|
|
15.00%
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
15.00%
|
|
|
|
Amortization of debt discount |
|
|
|
|
|
|
|
|
|
|
$ 0
|
$ 770,902
|
|
|
|
|
|
Private Notes Payable [Member] | Exchange Agreements [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
|
|
$ 600,000
|
|
|
|
|
Private Notes Payable [Member] | Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
120,709
|
|
145,761
|
|
|
|
|
Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
550,000
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
$ 10,492
|
|
|
|
|
|
|
Working capital |
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
Fair value adjustment of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
$ 309,960
|
|
|
|
|
Accrued interest rate |
|
|
|
|
|
|
|
|
|
|
7.50%
|
|
7.50%
|
|
|
|
|
Issuance of notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
$ 698,620
|
|
|
|
|
Convertible note liability |
|
|
|
|
|
|
|
|
|
|
|
|
192,744
|
|
|
|
|
Maturity date |
|
|
|
|
|
|
|
|
|
|
Jan. 31, 2028
|
|
|
|
|
|
|
Outstanding working capital notes |
|
|
|
|
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
Conversion of fair value |
|
|
|
|
|
|
|
|
|
|
$ 957,353
|
|
|
|
|
|
|
Converted Shares (in Shares) |
|
|
|
|
|
|
|
|
|
|
841,336
|
|
|
|
|
|
|
Fair value of convertible notes |
|
|
|
|
|
|
|
|
|
|
$ 63,756
|
|
891,364
|
|
|
|
|
Share issued price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
$ 0.25
|
|
|
|
|
|
|
Convertible Notes Payable [Member] | Old Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants (in Shares) |
|
|
|
|
|
|
|
|
|
|
1,634,000
|
|
|
|
|
|
|
Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
$ 23,429
|
|
11,590
|
|
|
|
|
Working Capital Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value adjustment of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
309,960
|
|
|
|
|
Old Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
682,500
|
|
|
|
|
|
|
Gain or loss on extinguishment |
|
|
|
|
|
|
|
|
|
|
92,294
|
|
|
|
|
|
|
Exchange Agreements [Member] | Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amount |
|
|
|
|
|
|
|
|
|
|
2,316,500
|
|
|
|
|
|
|
Merchant Cash Advance Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds |
$ 617,500
|
|
$ 330,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment amount |
$ 858,000
|
|
$ 497,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining balance owed on advance |
|
|
|
|
|
|
|
|
|
|
231,928
|
|
447,299
|
|
|
|
|
Master Receivables Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining balance owed on advance |
|
|
|
|
|
|
|
|
|
|
$ 815,100
|
|
|
|
|
|
|
Predecessor Revolving Credit Facility [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum facility amount |
|
|
|
|
|
|
|
|
$ 50,000,000
|
|
|
|
|
|
|
|
|
Outstanding borrowing |
|
|
|
|
|
|
|
$ 26,750,000
|
|
|
|
|
|
|
|
|
|
Letters of credit outstanding amount |
|
|
|
|
|
|
|
$ 702,600
|
|
|
|
|
|
|
|
|
$ 23,750,000
|
First International Bank And Trust [Member] | Senior Secured Term Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund deposited |
|
|
|
|
|
|
|
|
|
|
|
|
$ 5,000,000
|
|
|
|
|
OpCo [Member] | Term Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bearing interest rate |
|
|
|
|
|
|
|
|
|
|
18.00%
|
|
|
|
|
|
|
OpCo [Member] | Seller Promissory Note [Member] | Term Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prime interest |
|
|
|
|
|
|
|
|
|
|
|
|
18.00%
|
|
|
|
|
Bearing interest rate |
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
Class A Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per warrant (in Dollars per share) |
|
|
|
$ 11.5
|
|
$ 11.5
|
$ 11.5
|
|
|
|
|
|
|
|
$ 11.5
|
|
|
Number of shares issued (in Shares) |
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share issued price per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6.77
|
|
Class A Common Stock [Member] | Private Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares issued (in Shares) |
|
|
|
|
451,563
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock [Member] | Convertible Notes Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued interest |
|
|
|
|
|
|
|
|
|
|
$ 396
|
|
|
|
|
|
|
Convertible rate |
|
|
|
|
|
|
|
|
|
|
|
|
90.00%
|
|
|
|
|
Shares issued for conversion (in Shares) |
|
|
|
|
|
|
|
|
|
|
1,113,178
|
|
|
|
|
|
|
Conversion of common stock |
|
|
|
|
|
|
|
|
|
|
$ 818,000
|
|
|
|
|
|
|
Debt Service Reserve Account [Member] | Senior Secured Term Loan Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt and Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrower deposit |
|
|
|
|
|
|
|
|
|
|
$ 2,600,000
|
|
$ 2,600,000
|
|
|
|
|