v3.25.2
Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the Unaudited Condensed Consolidated Financial Statements were issued.
Subsequent SPA Portfolio Notes Activity
Subsequent to June 30, 2025, the Company received gross proceeds in connection with SPA Portfolio Notes, including July 2025 Unsecured SPA Notes (defined below), to third parties and related parties totaling $45.6 million and $0.1 million, respectively, with due dates ranging from July 9, 2030 through August 11, 2030 at 10.00% interest. Principal and accrued interest are convertible at the option of the holder into Common Stock of the Company at a conversion price per share equal to the lower of a) stated conversion price or b) lowest VWAP of the five trading days immediately prior to the day on which lender provides conversion notice. Additionally, $18.3 million of principal and $0.9 million of interest of the Company’s SPA Portfolio Notes were converted into 16,583,826 shares of the Company’s Class A Common Stock.
Warrants exercise
Subsequent to June 30, 2025, holders of the Company’s outstanding SPA Portfolio warrants exercised an aggregate of 12,151,344 warrants. These exercises included both cash exercises, for which the Company received gross proceeds of $1.4 million, and cashless exercises, which resulted in the issuance of 6,325,186 shares of Class A Common Stock.

Related party debt repayments
Subsequent to June 30, 2025, the Company repaid in full, in cash, the FFGP Note and the FFGP Convertible Note, with an aggregate principal amount of $1.3 million, and settled in cash approximately $0.3 million of Notes Payable - China (Chongqing).

July 2025 Financing
On July 14, 2025, the Company entered into a Securities Purchase Agreement (the “July 2025 Unsecured SPA”) with certain institutional investors (collectively, the “Investors”). Pursuant to the July 2025 Unsecured SPA, the Company has agreed to sell, and the Investors have agreed to purchase, in two closings, for an aggregate purchase price of $82 million, (i) certain senior unsecured convertible notes in the aggregate original principal amount of $82 million (the “July 2025 Unsecured SPA Notes”), (ii) common stock purchase warrants (the “July 2025 Unsecured Common Warrants”) to purchase up to a number of shares of the Company’s Class Common Stock, equal to one third of the shares of Class A Common Stock issuable upon conversion of the July 2025 Unsecured SPA Notes, which is the product of (A) the principal amount of July 2025 Unsecured Notes issued at a closing divided by (B) $1.75, the initial conversion price of the July Unsecured Notes, and (iii) at the Initial Closing (as defined below), a number of shares of Series B Preferred Stock, and shares of Series B Preferred Stock may be issued at the Subsequent Closing (as defined below), at the Company’s sole discretion, and subject to the increase in the number of designated shares of Series B Preferred Stock (“Additional Designation”). The initial closing (the “Initial Closing”) is expected to occur on the tenth (10th) business day after the Signing Date (the “Initial Closing Date”) and the subsequent closing (the “Subsequent Closing” and, together with the Initial Closing, each a “Closing” and, collectively, the “Closings”) is expected to occur fifteen business days (the “Subsequent Closing Date” and, together with the Initial Closing Date, each a “Closing Date”) upon satisfaction of several milestone events, in each case, subject to extension pursuant to the terms set forth in the July 2025 Unsecured SPA. All closings are subject to the satisfaction of certain closing conditions, Pursuant to the July 2025 Unsecured SPA, the Company also agreed to issue and sell up to an additional $20.0 million in July 2025 Unsecured Notes if at any time prior to the Initial Closing, one or more additional Investors join the July 2025 SPA and agree to purchase such July 2025 Unsecured SPA Notes, associated July 2025 Unsecured Common Warrants, and shares of Series B Preferred Stock by executing and delivering to the Company a joinder to the July 2025 Unsecured SPA. In connection with the transactions contemplated by the July 2025 Unsecured SPA (the “Transactions”), the Company agreed to pay an aggregate of $200,000 to Univest Securities, LLC, the placement agent for the offering, one-half of which will be paid upon the Initial Closing and one-half of which will be paid upon the Subsequent Closing.
The July 2025 Unsecured SPA Notes mature five years from issuance and bear interest at 10% per annum, increasing to 18% upon default. Interest is payable on each conversion date or at maturity and may be settled in cash, Class A common stock, or a combination thereof, at the Company’s option, subject to certain conditions. The Company may redeem the notes at a 10% premium over the greater of the share-conversion value or the outstanding principal, with the premium increasing to 25% in bankruptcy-related defaults unless waived by the holder.
The notes are convertible at $1.75 per share, subject to customary anti-dilution adjustments and full ratchet protection, with the conversion amount including principal, accrued interest, and an 8% premium. An alternate conversion feature permits conversion at the lower of the then-effective price or the greater of $1.42 (floor) and the lowest VWAP during the five trading days preceding the conversion notice, with any shortfall below the floor settled in cash or added to principal.
Subsequent to June 30, 2025, the Company received gross proceeds in connection with pre-funding of July 2025 Unsecured Notes to third parties totaling $25.0 million.
Temporary Governance Adjustments
On August 6, 2025, the Board of Directors determined that, during the pendency of the investigation by the SEC relating to the Company and certain current and former executives, Mr. Jia will be excluded from oversight of finance, legal, accounting, and public reporting functions (the “Governance Adjustments”). The Governance Adjustments also relieve Mr. Jia from providing certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These functions were delegated to and consolidated with Mr. Matthias Aydt, who already shared oversight responsibilities in these areas. The Governance Adjustments became effective on August 13, 2025.
Issuance of Series A Preferred Stock
On August 8, 2025, the Company designated and issued one share of Series A Preferred Stock to Matthias Aydt for $100.00