v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On November 26, 2024, the Company entered into a loan agreement with the United States Federal Financing Bank ("FFB") and the United States DOE Loan Programs Office (“LPO”) (“the DOE Loan Facility"). The loan provides for a principal amount of up to $277,497 of borrowings and capitalized interest amount of up to $25,953. On June 12, 2025, the Company delivered to the DOE and the FFB a second advance request, and on July 1, 2025, the FFB funded $22,666 under the DOE Loan Facility (the “second loan advance”).
On July 29, 2025, the Company entered into that certain Fourth Amendment to Credit Agreement, by and among the Company, certain of the Company’s subsidiaries as guarantors thereto and the Lenders, pursuant to which, the measurement period for achieving Sales Milestone 4 (as defined in the Credit Agreement) was extended until October 31, 2025. If the Company fails to meet Sales Milestone 4 on October 31, 2025, then the applicable percentage is subject to a up to a final 1% increase, and as a result Cerberus would be entitled to warrants for shares of common stock or shares of convertible preferred stock equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date (including the securities already issued to Cerberus and securities issued pursuant to the Specified Refinancing Transaction).
On July 29, 2025, the Company entered into a first supplemental indenture dated as of July 28, 2025 to the indenture dated May 25, 2023 with Wilmington Trust, National Association, as trustee, relating to the AFG Convertible Notes (the “First Supplemental Indenture”), to (1) extend the maturity date of the AFG Convertible Notes to September 30, 2034; (2) reduce the interest rate of the AFG Convertible Notes to 7.0%, commencing on June 30, 2026; and (3) amend the optional redemption provision therein to allow for optional redemption pro rata excluding the Affiliated Purchaser. In connection with the First Supplemental Indenture, the Company will (i) exercise its optional redemption of all outstanding AFG Convertible Notes (other than those held by the Affiliated Purchaser), (ii) use commercially reasonable efforts under applicable law to hold a special meeting of stockholders on or prior to October 31, 2025 for the purpose of satisfying the stockholder approval requirement included in the indenture with respect to redemption of the AFG Convertible Notes of the Affiliated Purchaser, and (iii) upon satisfaction of the stockholder approval requirement, exercise the optional redemption right for the Affiliated Purchaser.
On July 29, 2025, the DOE provided a limited consent to the DOE Loan Facility to permit the entry into the First Supplemental Indenture. On July 29, 2025, Cerberus provided a consent and limited waiver to the Credit Agreement, the SPA and the Certificates of Designation of Preferred Stock to permit entry into the First Supplemental Indenture and waiving solely with respect to (a) the redemption of the Notes held by the non-affiliated Purchasers and (b) subject to stockholder approval, if applicable, the redemption of the Notes held by the Affiliated Purchaser certain anti-dilution provisions in the Certificates of Designation of Preferred Stock.