Related-Party Transactions |
6 Months Ended |
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Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| Related-Party Transactions | Related-Party Transactions The Company has entered into certain transactions, as further described below, with Magnetar Financial LLC (“Magnetar”) and certain funds or accounts managed or advised by Magnetar, and such funds or accounts collectively held a significant equity interest in the Company. Senior Secured Notes In connection with the issuance of the 2021 Convertible Senior Secured Notes in October 2021, the Company granted Magnetar an option to purchase up to $15 million of the Company’s Class A common stock at the IPO price, which is equal to 375,000 shares at the IPO price of $40.00 per share, which is exercisable until the one-year anniversary of the IPO. As of June 30, 2025, this option is still outstanding and has not been exercised. In October 2022, the Company executed a note issuance agreement and a note purchase agreement (the “2022 Senior Secured Notes”) and between October 2022 and April 2023, the Company issued $125 million of 2022 Senior Secured Notes with maturity dates between October 2025 and April 2026 to funds or accounts managed or advised by Magnetar, along with warrants to purchase 12,144,668 shares of the Company’s Class A common stock. In March 2025, the warrants were amended to fix the exercise price per share, and the Company concluded that these warrants met the requirements for equity classification. Refer to Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders’ Equity (Deficit) for additional information. In July 2024, the Company redeemed these notes in full, paying $137 million. In connection with the issuance of the 2022 Senior Secured Notes, the Company granted Magnetar the right to purchase up to 5% of the Company’s Class A common stock issued at a price equal to the price per share in the Company’s IPO. This option expired unexercised in connection with the IPO. Redeemable Convertible Preferred Stock Financing Between April 2023 and May 2024, the Company issued a number of shares of different classes of redeemable convertible preferred stock, some of which were acquired by certain of the Company’s directors, holders of more than 5% of the Company’s outstanding capital stock, and their affiliates or funds or accounts managed thereby. As described in Note 11—Redeemable Convertible Preferred Stock, Redeemable Common Stock, and Stockholders’ Equity (Deficit), the shares of redeemable convertible preferred stock were converted in connection with the IPO. Delayed Draw Term Loan Facilities As of June 30, 2025 and December 31, 2024, $388 million and $438 million in aggregate principal amount, respectively, of the DDTL 1.0 Facility was outstanding and held by funds or accounts managed or advised by Magnetar. The Company has paid to funds or accounts managed or advised by Magnetar $30 million and $5 million in principal and incurred $14 million and $18 million in interest expense for the three months ended June 30, 2025 and 2024, respectively. The Company has paid to funds or accounts managed or advised by Magnetar $55 million and $5 million in principal and incurred $29 million and $31 million in interest expense for the six months ended June 30, 2025 and 2024, respectively. Refer to Note 10—Debt for additional information. As of June 30, 2025 and December 31, 2024, $137 million and $106 million of the DDTL 2.0 Facility was outstanding and held by funds or accounts managed or advised by Magnetar, respectively. The Company has not made principal payments on the DDTL 2.0 Facility as of June 30, 2025. The Company incurred $3 million and $6 million, respectively, in interest expense for the three and six months ended June 30, 2025, respectively, and none for the three and six months ended June 30, 2024, associated with amounts held by funds or accounts managed or advised by Magnetar. Refer to Note 10—Debt for additional information. Magnetar Loan In connection with the MagAI Capacity Agreement with MagAI Ventures, the Company had $257 million outstanding under the Magnetar Loan as of June 30, 2025. The deposit of $230 million was previously classified within other current liabilities on the condensed consolidated balance sheets as of December 31, 2024. The Company incurred $8 million and $27 million, respectively, in interest expense in connection with the Magnetar Loan for the three and six months ended June 30, 2025. Refer to Note 10—Debt for additional information. Strategic Investment In June 2024, the Company contributed $50 million to a fund managed by Magnetar in connection with the fund’s purchase of a third-party’s preferred stock. The Company consolidated the fund and accounted for the purchased preferred stock as privately held equity securities that do not have a readily determinable fair value measured at cost, with subsequent adjustments for observable price changes or impairments. The investment is included in other non-current assets on the condensed consolidated balance sheets. Unconsolidated Joint Venture In June 2025, the Company entered into a forward-starting lease and a development management agreement in connection with the JV, which is an unconsolidated subsidiary of the Company and a related party. These agreements are deemed to be priced at market terms as they were negotiated as part of an arms-length negotiations with the other investor in the JV. During the three and six months ended June 30, 2025, the Company did not recognize any income or expenses in the condensed consolidated statements of operations pursuant to these agreements. Refer to Note 8—Leases for additional information.
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