Fair Value Measurement (Tables)
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6 Months Ended |
Jun. 30, 2025 |
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| Fair Value Disclosures [Abstract] |
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| Schedule of Fair Value of Financial Assets and Liabilities |
The following tables set forth the Company's financial liabilities measured at fair values based on the fair value hierarchy, as described above. These should also be read with Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2025 | | December 31, 2024 | | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 | | Liabilities | | | | | | | | | | | | SPA Warrant (a) | $ | — | | | $ | — | | | $ | 198,984 | | | $ | — | | | $ | — | | | $ | 188,857 | | Contingent warrants (a) | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 77,773 | | IPO, April, May and December 2023 Warrants (b) | $ | — | | | $ | 105 | | | $ | 181,093 | | | $ | — | | | $ | 269 | | | $ | 189,322 | | | Delayed Draw Term Loan | $ | — | | | $ | — | | | $ | 61,705 | | | $ | — | | | $ | — | | | $ | 76,188 | | Embedded derivatives(c) | $ | — | | | $ | — | | | $ | 51,639 | | | $ | — | | | $ | — | | | $ | 44,396 | | Total liabilities | — | | | $ | 105 | | | $ | 493,421 | | | $ | — | | | $ | 269 | | | $ | 576,536 | |
(a) Included in Warrants liability - Related party on the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024. (b) All these instruments are Level 3, except for the IPO warrants (Level 2). These are included in Warrants liability on the Unaudited Condensed Consolidated Balance Sheets. (c) Included in Notes Payable - Related Party on the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.
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| Schedule of Assumptions used to Determine Fair Value of Warrants and Debt Instruments |
The inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants, and the December 2023 warrants are as follows: | | | | | | | | | | | | | April 2023 warrants | June 30, 2025 | | December 31, 2024 | | Time to expiration | 3.29 years | | 3.79 Years | | Common stock price | $ | 5.12 | | | $ | 4.86 | | | Risk-free interest rate | 3.7 | % | | 4.3 | % | | Volatility | 100.0 | % | | 90.0 | % | | | | | | May 2023 warrants | June 30, 2025 | | December 31, 2024 | | Time to expiration | 3.04 years | | 3.54 Years | | Common stock price | $ | 5.12 | | | $ | 4.86 | | | Risk-free interest rate | 3.7 | % | | 4.3 | % | | Volatility | 100.0 | % | | 90.0 | % | | | | | December 2023 warrants | June 30, 2025 | | December 31, 2024 | | Time to expiration | 3.46 Years | | 3.96 Years | | Common stock price | $ | 5.12 | | | $ | 4.86 | | | Risk-free interest rate | 3.7 | % | | 4.3 | % | | Volatility | 100.0 | % | | 90.0 | % |
The inputs used to determine the fair value of the embedded derivative liabilities are as follows: | | | | | | | | | | | | 2021 Convertible Note | June 03, 2025 | | December 31, 2024 | | Term | 1.08 Years | | 1.50 Years | | Dividend yield | — | % | | — | % | | Risk-free interest rate | 4.1 | % | | 4.2 | % | | Volatility | 60.0 | % | | 65.0 | % | | Common stock price | $ | 3.86 | | | $ | 4.86 | | | Effective debt yield | 24.0 | % | | 30.0 | % |
| | | | | | | | | | | | AFG Convertible Note | June 30, 2025 | | December 31, 2024 | | Term | 1.00 Years | | 1.50 Years | | Dividend yield | — | % | | — | % | | Risk-free interest rate | 3.9 | % | | 4.2 | % | | Volatility | 60.0 | % | | 65.0 | % | | Common stock price | $ | 5.12 | | | $ | 4.86 | | | Effective debt yield | 25.0 | % | | 30.0 | % |
Quantitative information about all significant unobservable inputs used in the fair value measurement for non-recurring level 3 measurements:
| | | | | | | | | Loan Commitment Assets: | | June 21, 2024 | Milestones achievement expectations | | Very high probability | Debt yield | | 47.5 | % |
Quantitative information about all significant unobservable inputs used in the fair value measurement for recurring level 3 measurements:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Delayed Draw Term Loan Initial Tranche | | June 21, 2024 | | December 31, 2024 | | June 30, 2025 | Debt yield | | 47.5 | % | | 30.0 | % | | 25.0 | % | | | | | | | |
| | | | | | | | | | | | | | | Contingent Warrants- all tranches | | June 21, 2024 | | December 31, 2024 | Milestones achievement expectations | | Very high probability | | Very high probability | Volatility | | 70.0 | % | | 65.0 | % | Discount for lack of marketability (“DLOM”) | | 10.0 | % | | 10.0 | % |
| | | | | | | | | | | | | | | | | | | | | SPA Warrant | | June 21, 2024 | | December 31, 2024 | | June 30, 2025 | Discount for lack of marketability (“DLOM”) | | 10.0 | % | | 10.0 | % | | 10.0 | % |
| | | | | | | | | | | | | | | | | | | | | Delayed Draw Term Loan August Draw | | August 31, 2024 | | December 31, 2024 | | June 30, 2025 | Debt yield | | 42.5 | % | | 30.0 | % | | 25.0 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Delayed Draw Term Loan October Draw | | October 31, 2024 | | December 31, 2024 | | June 30, 2025 | Debt yield | | 42.5 | % | | 30.0 | % | | 25.0 | % |
| | | | | | | | | | | | | | | Delayed Draw Term Loan January Draw | | January 24, 2025 | | June 30, 2025 | Debt yield | | 30.0 | % | | 25.0 | % |
| | | | | | | | | Delayed Draw Term Loan Prepayment | | June 4, 2025 | Debt yield | | 25.0 | % |
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| Schedule of Instruments Initially and Subsequently Measured at Fair Value |
The following table summarizes instruments that were initially and subsequently measured at fair value. (see Note 3, Credit and Securities Purchase Transaction): | | | | | | | | | | | | | | | | Instrument | | Initial measurement date | | Initial Fair Value | | Initial Draw of the Delayed Draw Term Loan | | 6/21/2024 | | $ | 25,653 | | | SPA Warrant | | 6/21/2024 | | $ | 32,903 | | | Contingent Warrants | | 6/21/2024 | | $ | 62,191 | | | August Draw of the Delayed Draw Term Loan | | 8/29/2024 | | $ | 12,528 | | | October Draw of the Delayed Draw Term Loan | | 10/31/2024 | | $ | 28,340 | | January Draw of the Delayed Draw Term Loan | | 1/24/2025 | | $ | 17,312 | |
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| Schedule of Liabilities Measured at Fair Value |
The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying Unaudited Condensed Consolidated Balance Sheets and are designated as Level 3: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | 2025 | | 2024 | | 2025 | | 2024 | | Delayed Draw Term Loan | | | | | | | | | Balance at beginning of the period | $ | 99,433 | | | $ | — | | | $ | 76,188 | | | $ | — | | | Additions - Initial Draw | — | | | 25,653 | | | — | | | 25,653 | | Additions - January Draw | — | | | — | | | 17,312 | | | — | | Prepayment of the Term Loan | (28,582) | | | — | | | (28,582) | | | — | | | Change in fair value of Term Loan | (9,146) | | | 240 | | | (3,213) | | | 240 | | | Balance at end of the period | $ | 61,705 | | | $ | 25,893 | | | $ | 61,705 | | | $ | 25,893 | | | | | | | | | | SPA Warrant and Contingent Warrants | | | | | | | | Balance at beginning of the period | $ | 146,793 | | | $ | — | | | $ | 266,630 | | | $ | — | | | Additions | — | | | 95,094 | | | — | | | 95,094 | | Conversion to preferred stock | — | | | — | | | (102,185) | | | — | | | Change in fair value of warrants | 52,191 | | | 46,202 | | | 34,539 | | | 46,202 | | | Balance at end of the period | $ | 198,984 | | | $ | 141,296 | | | $ | 198,984 | | | $ | 141,296 | | | | | | | | | | | April, May, and December 2023 Warrants | | | | | | | | Balance at beginning of the period | $ | 124,766 | | | $ | 24,512 | | | $ | 189,322 | | | $ | 27,406 | | | Additions | — | | | — | | | — | | | — | | Exercised warrants | (1,571) | | | — | | | (20,339) | | | — | | | Change in fair value of warrants | 57,898 | | | 7,938 | | | 12,110 | | | 5,044 | | | Balance at end of the period | $ | 181,093 | | | $ | 32,450 | | | $ | 181,093 | | | $ | 32,450 | |
| | | | | | | | | | | | | | | | | | | | | | | | | Embedded derivatives | | | | | | | | | Balance at beginning of the period | $ | 27,462 | | | $ | 3,889 | | | $ | 44,396 | | | $ | 4,423 | | Extinguishment of the 2021 Convertible Notes embedded derivatives | (87) | | | — | | | (87) | | | — | | Change in fair value of derivatives | 24,264 | | | 1,525 | | | 7,330 | | | 991 | | | Balance at end of the period | $ | 51,639 | | | $ | 5,414 | | | $ | 51,639 | | | $ | 5,414 | |
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| Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value |
The estimated fair value of financial instruments not carried at fair value in the Unaudited Condensed Consolidated Balance Sheets was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Level in fair value hierarchy | June 30, 2025 | | December 31, 2024 | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | | Notes receivable | 3 | $ | — | | | $ | — | | | $ | 847 | | | $ | 740 | | Loan commitment assets | 3 | — | | | — | | | 21,731 | | | 21,051 | | | 2021 Convertible Note* | 3 | — | | | — | | | 109,838 | | | 91,951 | | 2025 Convertible Notes | 3 | 239,251 | | | 285,000 | | | — | | | — | | | AFG Convertible Notes* | 3 | 75,225 | | | 77,613 | | | 63,033 | | | 65,053 | | | Equipment financing facility | 3 | 1,073 | | | 1,036 | | | 2,385 | | | 2,097 | | Preferred Stock | 3 | 532,269 | | | 575,605 | | | 488,696 | | | 454,581 | | DOE Loan Facility | 3 | 68,023 | | | 70,708 | | | 65,452 | | | 67,740 | | | Total | | $ | 915,841 | | | $ | 1,009,962 | | | $ | 751,982 | | | $ | 703,213 | |
*Includes the embedded derivative liabilities.
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