9. Debt Arrangements

Structural Term Loan

On October 13, 2021, the Company entered into a Loan and Security Agreement (the “2021 Structural Term Loan”) with Structural Capital with an initial commitment amount of $14,000. Borrowings under the 2021 Structural Term Loan accrued interest at the greater of 10.75% or the prime rate plus 7.5% per annum with a scheduled maturity date on October 1, 2024. Interest was payable in advance on the first day of each month. Upon repayment, the loan required a fee equal to 5% of the drawn amount and a success fee equal to 10% of the drawn amount. The 2021 Structural Term Loan was secured by substantially all assets of the Company.

On December 16, 2021, the Company amended the 2021 Loan and Security Agreement (the “2021 Amended Structural Term Loan”) with Structural Capital. An additional $3,500 was funded at closing, bringing the total term loan with Structural Capital to $17,500, and reducing the remaining commitment amount by $2,500. Borrowings under the 2021 Amended Structural Term Loan accrued interest at the greater of 10.75% or the prime rate plus 7.5% per annum with an amended scheduled maturity date on November 1, 2023. Upon repayment, the loan required a payment of $840, an exit fee equal to an amount sufficient to increase the minimum return to 1.20:1.0 if payable on or before April 1, 2022, 1.25:1.0 if payable between April 2, 2022 and October 1, 2022, or 1.30:1.0 if payable after October 1, 2022, and a success fee equal to 10% of the drawn amount. In addition, the Company paid $175 upon execution of the amendment. These fees were accreted to interest expense over the term of the loan. The 2021 Amended Structural Term Loan was secured by certain assets of the Company pursuant to an intercreditor agreement with Highbridge Capital Management, LLC.

In connection with the 2021 Amended Structural Term Loan, the Company issued 38 warrants to purchase Series C-1 preferred stock with an exercise price of $10.80 per share and expiring on December 16, 2031. The fair value of these warrants of $320 was recorded as a discount against the loan. The discount was amortized to interest expense using the effective interest rate method.

In July 2022, the Company executed the Second Amended and Restated Loan Agreement (the “Second Amendment”) which eliminated any additional tranches available for future borrowing and created a single term loan facility in the amount of $17,500 which had previously been funded. The interest rate and maturity date were not changed as part of the Second Amendment. The Second Amendment added an incremental amendment fee of $1,014 to be paid at maturity and a restructuring fee of $2,029 which was payable upon the occurrence of certain contingent events. The Company concluded that the payment of the restructuring fee was probable; therefore, both fees are accreting to interest expense over the term of the agreement. The warrants that were outstanding as part of the 2021 Amended Structural Term Loan were amended as part of a recapitalization in 2022 and became exercisable for Common Stock. The Second Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. The Second Amendment contained certain covenants such as receipt of at least $5,000 in convertible debt proceeds, maintaining unrestricted cash of at least $5,000 and maintaining a positive contribution margin from December 31, 2022 onward.

On February 9, 2023, the Company executed the First Amendment to the Second Amended and Restated Loan Agreement (the “First Amendment”) with Structural Capital. Borrowings under the First Amendment accrued interest monthly at the greater of 14.0% or 7.5% plus the prime rate (which can be no less than 3.25%) for the first $14,000 outstanding, and the greater of 13.5% or 7.0% plus the prime rate (which can be no less than 3.25%) for the remaining $3,500 outstanding. The scheduled maturity was November 1, 2024 as a result of the merger with Otonomo. Upon repayment, the First Amendment required a final payment fee of $840, a success fee of $2,406, a restructuring fee of $2,232, and an amendment fee of $1,014. The Company is accreting these fees to interest expense over the term of the loan.

Under the First Amendment, the success fee would be increased by $656 upon the occurrence of certain contingent events, including a merger with Otonomo. The Company concluded that this feature was not clearly and closely associated with the risk of the debt host instrument and was therefore bifurcated and separately accounted for as a derivative financial instrument. The fair value of the derivative liability of $492 was recorded separately from the term loan with an offsetting amount recorded as a debt discount. The debt discount was amortized over the remaining term of the term loan using the effective interest method. The First Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

On May 18, 2023, the Company executed the Second Amendment to the Second Amended and Restated Loan Agreement (the “Structural Second Amendment”) which increased the term loan amount by $10,000 (“Tranche 2”). Tranche 2 borrowings under the Structural Second Amendment accrue interest monthly at the greater of 13.5% or 7.0% plus the prime rate (which can be no less than 3.25%). Upon repayment, the Structural Second Amendment added $400 to the repayment fee. All other terms remain unchanged from the First Amendment. In connection with the amendment, the $492 derivative liability resulting from the First Amendment was written off and a new derivative liability of $773 was established. The Structural Second Amendment was accounted for as a debt extinguishment and, accordingly, a $4,913 gain was recognized. The gain resulted from the write-off of accrued lender fees, deferred financing fees, debt discounts, and a derivative liability, all related to the Structural term loan.

In connection with the Structural Second Amendment, the Company issued warrants to purchase Common Stock in an aggregate amount of $500 with an exercise price of $10.80 per share expiring on May 18, 2033. The number of shares issued is based on Warrant Coverage, which is defined as a dollar value divided by the price factor at the time the warrant is exercised, as defined in the agreement. The fair value of these warrants was determined to be de minimis.

On October 19, 2023, all liability classified warrants issued to Structural Capital automatically converted into shares of Common Stock, and as a result, no such warrants are outstanding as of December 31, 2024. Immediately prior to their settlement, the Company marked these liability-classified warrants to fair value and recognized a gain on the change in fair value of warrant liability of $2,516. Amortization of the discount totaled $80 during the year ended December 31, 2024, and is included in interest expense in the accompanying consolidated statements of operations and comprehensive loss.

On January 19, 2024, the Company executed the Third Amended and Restated Loan Agreement (as amended, the “2024 Structural Loan Agreement”) with Structural Capital. The maturity date under the 2024 Structural Loan Agreement was January 1, 2025. In connection with the amendment and restatement of the 2024 Structural Loan Agreement (the “Third Amendment”), the Company agreed to join the Otonomo entities as guarantors and make other conforming changes to the agreement. In addition, the Company repaid $17,500 of the term loan and paid $6,053 in related fees. The Third Amendment was accounted for as a partial debt extinguishment and, accordingly, a loss of $1,405 was recognized in the accompanying condensed consolidated statement of operations and comprehensive loss. The Company incurred and capitalized $225 of costs related to the Structural Loan Agreement that will be amortized and charged to interest expense over the remaining term of the loan.

On December 31, 2024, the Company executed the First Amendment to the 2024 Structural Loan Agreement (the “First Amendment”) which permitted the partial repayment of term loans in an aggregate principal amount equal to $3,000, together with accrued and interest and certain fees totaling $3,424 and extended the maturity date of the loans to February 1, 2025. Since the effective interest rate under the First Amendment is lower than the effective interest rate under the 2024 Structural Loan Agreement, a concession is deemed to have been granted under ASC 470-60, Debt - Troubled Debt Restructurings by Debtors (“ASC 470-60”). Since a concession has been granted, the First Amendment was accounted for as a troubled debt restructuring. The First Amendment did not result in a gain on restructuring since the future undiscounted cash outflows required under the amended agreement exceed the carrying value of the debt immediately prior to the First Amendment. As of December 31, 2024, the effective interest rate was approximately 18%.

On January 31, 2025, the Company entered into an amendment to the Third Amended and Restated Loan and Security Agreement (as amended, the “Structural Loan Agreement”) with a consortium led by lending affiliates of Structural Capital, which extended the maturity date thereunder to February 15, 2025. On February 14, 2025, the Company amended the Structural Loan Agreement to extend the maturity date thereunder to February 28, 2025. The fees incurred with these administrative amendments were immaterial, neither amendment was deemed to be a substantive modification, and each was accounted for as a modification of debt. On February

26, 2025, the Company fully repaid the amount outstanding under the Structural Loan Agreement with proceeds from borrowings under the MidCap Credit Agreement (as defined below).

Highbridge Term Loan

On December 16, 2021, the Company entered into a Loan and Security Agreement (the “Highbridge Term Loan”) with a consortium led by Highbridge Capital Management, LLC (“Highbridge”), and included Whitebox Advisors, LLC and Onex Capital Solutions Holdings, LP. The Company received $30,000 upon closing with an additional $10,000 funding on December 20, 2021. As described further below, additional loan commitments were reduced to $0 in July 2022. Borrowings under the Highbridge Term Loan accrue interest at 10.0% for the first six months, increasing by 1% for each six-month period thereafter, with a maximum rate of 13.0%. Interest is payable quarterly, in arrears, on the last business day of the calendar quarter and on the scheduled maturity date of December 15, 2023. The Highbridge Term Loan is secured by substantially all assets of the Company pursuant to an intercreditor agreement with Structural Capital.

In connection with the funding on December 16, 2021 of the Highbridge Term Loan, the Company issued 1,406 warrants to purchase Common Stock with an exercise price of $10.80 per share expiring on December 16, 2031. In connection with the funding on December 20, 2021, the Company issued an additional 474 warrants to purchase Common Stock with an exercise price of $10.80 per share expiring on December 20, 2031. The fair value of these warrants of $6,685, plus an additional $800 discount, was recorded as a discount against the loan. The total discount is amortized to interest expense using the effective interest rate method.

Additional Common Stock warrants up to 0.72% of the fully diluted Common Stock of the Company were to be issued upon funding of the 2021 Highbridge Bridge Funding. If issued, these warrants will be automatically exercised prior to the close of a Qualified Public Trade Trigger (either IPO or SPAC merger). Upon the achievement of the Qualified Public Trade Trigger, the Highbridge Term Loan can be exchanged for a convertible note that would convert to Common Stock with terms to be determined.

In July 2022, the Company executed the Waiver and First Amendment to Loan and Security Agreement (the “First Highbridge Amendment”) which decreased the amount available under the term loan agreement by $20,000. As a result, there were no further amounts available to be borrowed under the revised arrangement. The interest rate and maturity date were not changed as part of the First Highbridge Amendment. The First Highbridge Amendment removed any covenants present in the original agreement and added a financial covenant in which the Company must maintain unrestricted cash as of the end of each calendar month in an amount above $5,000. The First Highbridge Amendment included an amendment fee in the amount of $2,319 which is accreting to interest expense over the term of the loan.

The First Highbridge Amendment also added an incremental sale fee of $4,639 payable upon the occurrence of certain contingent events. The Company determined that the sale fee was not probable of occurring. The First Highbridge Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

The warrants to purchase 1,406 shares of Common Stock were amended to become warrants to purchase a variable number of common shares based on a certain percentage of the fully diluted capitalization of the Company at the time of the warrant exercise. The warrants to purchase 474 shares of Common Stock were canceled as part of this transaction.

On February 9, 2023, the Company executed the Second Amendment to Loan and Security Agreement (the “Second Highbridge Amendment”) with a consortium led by Highbridge. The Second Highbridge Amendment limits the commitment amount to $40,000. Borrowings under the amended Highbridge Term Loan accrue interest at a rate of 12.0% through June 2023, increasing to 13.0% through maturity, and payments are made quarterly in arrears. The scheduled maturity was January 31, 2025 as a result of the merger with Otonomo. Upon repayment, the loan requires a first amendment fee of $2,319, a second amendment fee of $3,000, and a consent fee of $4,639. The Company is accreting these fees to interest expense over the term of the loan. The Second Highbridge Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized.

On May 18, 2023, the Company executed the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with a consortium led by Highbridge. The Third Amendment amended the definition of “Permitted Indebtedness” as a result of the Structural Second Amendment and added an amendment fee of $400.

On October 19, 2023, all liability classified warrants issued to Highbridge automatically converted into shares of Common Stock and as a result, no such warrants are outstanding as of December 31, 2024. Immediately prior to their settlement, the Company marked these liability classified warrants to fair value and recognized a gain on the change in fair value of warrant liability of $4,690. Amortization of the discount totaled $81 and $967 during the years ended December 31, 2025 and 2024 and is included in interest expense in the accompanying consolidated statements of operations and comprehensive loss.

On January 19, 2024, the Company executed the Fourth Amendment to Loan and Security Agreement (the “Fourth Amendment”) with a consortium led by lending affiliates of Highbridge. In connection with the Fourth Amendment, the Company agreed to join the Otonomo entities as guarantors and make other necessary conforming changes to the agreement. The Fourth Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. The Company incurred and capitalized $341 of costs related to the Fourth Amendment that will be amortized and charged to interest expense over the remaining term of the loan.

On December 31, 2024, the Company executed a Fifth Amendment to Loan and Security Agreement (the “Fifth Amendment”) which extended the maturity date of the loans to March 3, 2025 and requires payment of a $600 amendment fee upon repayment of the loan. Since the effective interest rate under the Fifth Amendment is lower than the effective interest rate under the previous amendment, a concession is deemed to have been granted under ASC 470-60, and the Fifth Amendment was accounted for as a troubled debt restructuring. The Fifth Amendment did not result in a gain on restructuring since the future undiscounted cash outflows required under the amended agreement exceed the carrying value of the debt immediately prior to the Fifth Amendment. As of December 31, 2024, the effective interest rate was approximately 21%.

On January 31, 2025, the Company entered into the Sixth Amendment to Loan and Security Agreement (the “Sixth Amendment”), with a consortium led by lending affiliates of Highbridge. The Sixth Amendment amended the Highbridge Term Loan to, among other things, extend the maturity date thereunder to March 17, 2025. On February 14, 2025, the Company entered into a Seventh Amendment to Loan and Security Agreement to extend the maturity date thereunder to March 31, 2025. The fees incurred with these administrative amendments were immaterial, neither amendment was deemed to be a substantive modification, and each was accounted for as a modification of debt.

On February 26, 2025, the Company entered into an Eighth Amendment to Loan and Security Agreement (the “Eighth Amendment”) with Highbridge, to, among other things, (i) permit the Company’s entry into the MidCap Credit Agreement (as defined below), (ii) modify the interest rate to permit the Company to pay interest in kind for a specified period of time at a rate of 16.0% per annum, and thereafter, pay interest in cash at a rate of 13.0% per annum, subject to certain conditions, (iii) extend the maturity date thereunder from March 31, 2025 to July 31, 2026 and (iv) provide for the payment of an amendment fee in an amount of $2,600, which is payable in full at the earlier of the maturity date of July 31, 2026 or the date the loan is paid in full and is accreted to interest expense over the term of the loan. The Eighth Amendment was accounted for as a modification of debt.

On February 26, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the investors party thereto (the “Investors”). Pursuant to the Purchase Agreement, in consideration of the Eighth Amendment, the Company issued 113,170 shares (the “Eighth Amendment Premium Shares”) of common stock. The Company also agreed that unless all Obligations (as defined in the Highbridge Term Loan) were repaid in full prior to July 1, 2025, the Company would issue 112,038 shares of common stock (the “Subsequent Eighth Amendment Premium Shares”) to the Investors. On July 1, 2025, 112,038 Subsequent Eighth Amendment Premium Shares were issued and the embedded derivative discussed below was settled.

The Company determined that the contingent promise to issue the Subsequent Eight Amendment Premium Shares is an embedded derivative that is required to be bifurcated from the debt host contract as it is not considered to be solely indexed to the Company’s own stock. The derivative liability is remeasured at fair value at each balance sheet date with changes in fair value reported in earnings. The fair value of the derivative liability on February 26, 2025 of $508 was recorded separately from the term loan with an offsetting amount recorded as a debt discount to be amortized through interest expense using the effective interest method over the remaining term of the loan. The fair value of the Eighth Amendment Premium Shares of $571 was also recorded as a debt discount which will be amortized through interest expense using the effective interest method over the remaining term of the loan.

The Company incurred $214 in legal fees on behalf of the lenders which were recorded as debt issuance costs to be amortized through interest expense using the effective interest method over the remaining term of the loan.

As further discussed in Note 17, the Highbridge Term Loan was amended on March 13, 2026.

MidCap Financial Revolving Credit Facility

On February 26, 2025, the Company and certain of its subsidiaries entered into a new asset based revolving credit facility (the “MidCap Credit Agreement”) with the lenders party thereto and MidCap Funding IV Trust, as agent, in an aggregate principal amount not to exceed the lesser of a $20,000 commitment amount and the available borrowing base thereunder. As of February 26, 2025, the Company fully repaid the amount outstanding under the Structural Loan Agreement with proceeds from the MidCap Credit Agreement. The remainder of the available revolving loans was used for working capital needs and for general corporate purposes of the Company and its subsidiaries.

Loans borrowed under the MidCap Credit Agreement bear an interest rate equal to Term SOFR plus 4.50% per year, subject to a Term SOFR floor of 1.00%. The Company is required to pay the lenders under the MidCap Credit Agreement an unused line fee of 0.50% of the average monthly unused availability. The MidCap Credit Agreement is guaranteed by the Company and the other borrowers party thereto (together with any future subsidiaries that are required to become guarantors pursuant to the terms of the MidCap Credit Agreement, collectively, the “Loan Parties”) and is secured by a lien on substantially all existing and after-acquired assets of the Loan Parties, including the equity interests owned by the Loan Parties. The maturity date of the MidCap Credit Agreement is the earlier of: (a) February 26, 2028 or (b) 120 days prior to the maturity of the Highbridge Term Loan, or April 2, 2026.

The Company incurred and paid debt issuance costs of $2,355 associated with the revolving credit facility to be amortized through interest expense over the life of the facility utilizing the straight-line method.

As further discussed in Note 17, the 2021 MidCap Credit agreement was amended on March 13, 2026.

Convertible Promissory Notes

2022 Convertible Notes

In July 2022 and in connection with a recapitalization, the Company issued $30,000 in convertible promissory notes (“2022 Convertible Notes”) to several stockholders who previously held convertible preferred stock prior to the recapitalization. The 2022 Convertible Notes accrue interest at the rate of 15% per annum, and all unpaid interest and principal was due and payable on June 30, 2024. No payments can be made under the 2022 Convertible Notes unless the noteholders provide written demand. The Company may prepay the 2022 Convertible Notes prior to the maturity date only with the consent of the majority 2022 Convertible Note holders.

In connection with the issuance of the 2022 Convertible Notes, the Company issued warrants exercisable for 86,053 shares of Common Stock with an exercise price of $1.08 per share to the noteholders. The fair value of the warrants at issuance of the 2022 Convertible Notes was determined to be $9,201, of which $7,041 was recorded as a debt discount based upon a relative fair value allocation. The debt discount was amortized over the estimated life of the debt using the effective interest method.

The Company concluded that certain settlement features of the 2022 Convertible Notes were determined to not be clearly and closely associated with the risk of the debt host instrument and have therefore been bifurcated and separately accounted for as derivative financial instruments. The Company determined the measurement of its derivative liabilities to be a Level 3 fair value measurement based on management’s estimate of the expected future cash flows required to settle the liabilities. The Company determined the fair value of the derivative liability related to the 2022 Convertible Note to be $28,688 upon issuance. The fair value of the derivative liability was recorded separately from the convertible notes with an offsetting amount of $22,959 recorded as a debt discount. The separation of the derivative liability caused the debt discount to reduce the net balance on the convertible notes to $0. The excess value of the derivative liability at issuance was recognized as part of a recapitalization through equity since the 2022 Convertible Notes were with shareholders of the Company. The debt discount was amortized over the term of the debt using the effective interest method.

On February 9, 2023, the Company executed amendments with twelve holders of the 2022 Convertible Notes. The amendments include an additional settlement feature that provides for automatic conversion of the notes upon consummation of an approved acquisition and related public listing of Common Stock on a nationally recognized exchange at a price per share equal to 65% of the total equity value, as defined in the amendment, divided by the Company capitalization immediately prior to the acquisition. The amendments were accounted for as a modification and, accordingly, no gain or loss was recognized.

On October 19, 2023, $30,400 of the total principal and accrued interest underlying the 2022 Convertible Notes was automatically settled in Common Stock. While certain noteholders held an economic interest in the Company prior to October 19, 2023, many were not considered significant shareholders, and, additionally, there was a large population of noteholders that were not involved in the structure or negotiation of the merger with Otonomo and accepted the same terms on settlement of their convertible notes. Given the difference in the book value of the total convertible notes that were settled and their reacquisition price on October 19, 2023, a gain on debt extinguishment of $8,771 was recognized on October 19, 2023 in the consolidated statements of operations and comprehensive loss. As of December 31, 2025, principal and accrued interest totaling $6,443 remain outstanding on the 2022 Convertible Notes which will continue to be liability classified and accrue interest over time until they are repaid. Amortization expense on the debt discount was $1,064 during the year ended December 31, 2024.

The 2022 Convertible Notes were not repaid on the maturity date of June 30, 2024 and as a result are in default and remain outstanding as of December 31, 2025 since, pursuant to their terms, they are subordinated to the Structural and Highbridge term loans and any other secured lender and may not be repaid while the senior debt remains outstanding. Under the terms of the 2022 Convertible Notes, interest will continue to accrue at the rate of 15% per annum.

As further discussed in Note 17, the 2022 Convertible Notes were amended on March 12, 2026.