v3.25.2
Notes Payable (Tables)
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Notes Payable The tables below summarize these agreements as of June 30, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.
Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments. Although the stated interest rates on the SPA Portfolio Notes are 10% or 15%, the Company’s effective cost of capital is substantially higher. Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest. In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant. These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates. The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.
June 30, 2025
(in thousands)Contractual
Maturity Date		Contractual
Interest
Rates		Unpaid Principal
Balance		Fair Value
Measurement
Adjustments		Original Issue Discount and Proceeds Allocated to WarrantsNet
Carrying
Value
2023 Unsecured SPA NotesJune 203210 %-15%$5,000 $39 $(500)$4,539 
Junior Secured SPA NotesSeptember 202910%— — — — 
2024 Unsecured SPA NotesVarious through January 203010%18,299 8,683 (16,973)10,009 
2025 March Unsecured SPA NotesVarious dates in 203010%17,320 2,870 (10,893)9,297 
Notes payable – China other
Due on Demand—%4,188 — — 4,188 
$44,807 $11,592 $(28,366)$28,033 
Notes payable, current portion$4,188 
Notes payable, long-term portion$23,845 
December 31, 2024
(in thousands)Contractual
Maturity Date		Contractual
Interest
Rates		Unpaid Principal
Balance		Fair Value
Measurement
Adjustments		Original Issue Discount and Proceeds Allocated to WarrantsNet
Carrying
Value
Secured SPA NotesVarious10 %-15%$3,118 $2,651 $(312)$5,457 
2023 Unsecured SPA NotesVarious dates in 202910 %-15%4,380 2,844 (508)6,716 
Junior Secured SPA NotesSeptember 202910%28,840 13,163 (15,944)26,059 
2024 Unsecured SPA NotesDecember 202910%10,015 8,741 (11,724)7,032 
Notes payable – China other
Due on Demand—%4,173 — — 4,173 
Auto loansOctober 20267%51 — — 51 
$50,577 $27,399 $(28,488)$49,488 
Notes payable, current portion$4,224 
Notes payable, long-term portion$45,264 
The future scheduled principal maturities of Related party notes payable as of June 30, 2025, are as follows:
(in thousands)
Years Ending December 31,
Amount
Due on demand$494 
2025 (6 months remaining)2,842 
20262,010 
2027754 
2028— 
2029— 
20302,725 
Thereafter— 
$8,825 
Schedule of Notes Payable Rollforward
The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2025 to June 30, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Debt
(in thousands)Secured
SPA Notes		2023
Unsecured
SPA Notes		Junior
Secured
SPA Notes		2024
Unsecured
SPA Notes		2025 March Unsecured SPA NotesNotes 
payable 
–
China other		Total
Balance as of March 31, 2025 (a)$2,389 $— $6,060 $11,330 $763 $4,132 $24,674 
New Issuances (b)— 4,500 — — 9,287 — 13,787 
Repayment of Debt (c)— — — — — — — 
Conversion of Debt to Equity (d)(2,946)— (6,904)(5,847)(3,510)— (19,207)
Fair Value Adjustments of Debt (e)557 39 844 4,526 2,757 — 8,723 
Other Adjustments (f)— — — — — 56 56 
Balance as of June 30, 2025 (g)$— $4,539 $— $10,009 $9,297 $4,188 $28,033 
(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2025.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $13,283 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Portfolio Notes and the related SPA Portfolio Warrants and Incremental Warrants issued as part of the bundled transaction.
(c) Cash repayments of principal amounts during the period.
(d) Fair value of debt converted into equity during the period.
(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $1,801 thousand, which are separately identifiable from the fair value adjustments noted above.
(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.
The following table presents a roll forward of the Company’s Notes payable balances from March 31, 2024 to June 30, 2024 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Debt
(in thousands)Secured
SPA Notes		2023
Unsecured
SPA Notes		Unsecured
Convertible
Notes		Junior
Secured
SPA Notes		2024
Unsecured
SPA Notes		Notes 
payable 
–
China other		Auto
Loans		Total
Balance as of March 31, 2024 (a)$41,888 $9,050 $7,862 $— $— $4,897 $72 $63,769 
New Issuances (b)5,869 — 8,993 — — — — 14,862 
Repayment of Debt, including periodic interest on debt carried at fair value (c)— — — — — (8)(8)
Conversion of Debt to Equity (d)(7,902)(220)— — — — — (8,122)
Fair Value Adjustments of Debt (e)2,860 1,673 2,379 — — — — 6,912 
Other Adjustments (f)— — — — — (19)— (19)
Balance as of June 30, 2024 (g)$42,715 $10,503 $19,234 $— $— $4,878 $64 $77,394 
(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of March 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $669 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.
(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.
(d) Fair value of debt converted into equity during the period.
(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $128 thousand, which are separately identifiable from the fair value adjustments noted above.
(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.
The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2024 to June 30, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Debt
(in thousands)Secured
SPA Notes		2023
Unsecured
SPA Notes		Junior
Secured
SPA Notes		2024
Unsecured
SPA Notes		2025 March Unsecured SPA NotesNotes 
payable 
–
China other		Auto
loans		Total
Balance as of December 31, 2024 (a)$5,457 $6,716 $26,059 $7,032 $— $4,173 $51 $49,488 
New Issuances (b)— 4,500 — 11,096 10,094 — 25,690 
Repayment of Debt (c)— — — — — — (6)(6)
Conversion of Debt to Equity (d)(3,535)(4,692)(16,468)(5,847)(3,510)— — (34,052)
Fair Value Adjustments of Debt (e)(1,922)(1,985)(9,591)(2,272)2,713 — — (13,057)
Other Adjustments (f)— — — — — 15 (45)(30)
Balance as of June 30, 2025 (g)$— $4,539 $— $10,009 $9,297 $4,188 $— $28,033 
(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $23,380 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.
(c) Cash repayments of principal amounts during the period.
(d) Fair value of debt converted into equity during the period.
(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $2,230 thousand, which are separately identifiable from the fair value adjustments noted above.
(f) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.
The following table presents a roll forward of the Company’s Notes payable balances from December 31, 2023 to June 30, 2024 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Debt
(in thousands)Secured
SPA Notes		2023
Unsecured
SPA Notes		Unsecured
Convertible
Notes		Notes 
payable 
–
China other		Auto
Loans		Total
Balance as of December 31, 2023 (a)$74,232 $11,938 $— $4,898 $82 $91,150 
New Issuances (b)7,326 — 16,570 — — 23,896 
Repayment of Debt, including periodic interest on debt carried at fair value (c)— — — — (18)(18)
Conversion of Debt to Equity (d)(16,585)(220)— — — (16,805)
Fair Value Adjustments of Debt (e)(22,258)(1,215)2,664 — — (20,809)
Other Adjustments (f)— (20)— (20)
Balance as of June 30, 2024 (g)$42,715 $10,503 $19,234 $4,878 $64 $77,394 
(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.
(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $835 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.
(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.
(d) Fair value of debt converted into equity during the period.
(e) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $190 thousand, which are separately identifiable from the fair value adjustments noted above.
(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.
Schedule of Maturities of Long-term Debt
The future scheduled principal maturities of Notes payable as of June 30, 2025, are as follows:
(in thousands)
Due on demand$4,188 
2025— 
2026— 
2027— 
2028— 
20294,425 
203031,194 
Thereafter5,000 
$44,807