Summary of Significant Accounting Policies |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements as well as reported amounts of revenues, costs and expenses during the reporting periods. Estimates made by the Company include, but are not limited to, allowance for credit losses, valuation of the convertible debt, valuation of the earnout liability, carrying amount and useful lives of property, plant and equipment and intangible assets, impairment assessments, stock-based compensation expense and probabilities of achievement of performance conditions on performance-based stock unit (“PSU”) awards, among others. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. Unaudited Condensed Consolidated Financial Statements The December 31, 2025 unaudited condensed consolidated balance sheet was derived from the annual audited consolidated financial statements included in the Company's Form 10-K as filed with the SEC on March 27, 2026 (the “Form 10-K”). The accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, the unaudited condensed consolidated statements of operations and comprehensive loss, and stockholders’ equity for the three months ended March 31, 2026 and 2025, the unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, and the notes to such unaudited condensed consolidated financial statements are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the SEC for interim financial information. As permitted under those rules, we condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in management’s opinion, include all adjustments consisting of only normal recurring adjustments necessary for the fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited annual financial statements and notes thereto for the year ended December 31, 2025 included in the Form 10-K. Principles of Consolidation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, marketable securities and accounts receivable. The Company maintains its cash and cash equivalents at financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per institution. As the account balances at each institution periodically exceed the FDIC insurance coverage, there is a concentration of credit risk related to amounts in excess of such coverage. While the Company has not experienced losses of these deposits to date, future disruptions of financial institutions where we bank or have credit arrangements, or disruptions of the financial services industry in general, could adversely affect the Company’s ability to access our cash and cash equivalents. If the Company is unable to access its cash and cash equivalents as needed, its financial position and ability to operate its business could be adversely affected. The Company’s marketable securities consist of investment-grade securities diversified among security types that are held at financial institutions that management believes to be of high credit quality. The Company records the provision for credit losses within general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive loss, up to the amount of total outstanding accounts receivable to date. The Company’s top two customers from product sales, in the aggregate, accounted for 100% of total accounts receivable outstanding balances each as of March 31, 2026 and December 31, 2025, and accounted for 100% and 99% of total revenue for the three months ended March 31, 2026 and 2025, respectively. Accounts Receivable Net Accounts receivable net consisted of the following as of:
The Company assesses collectability by reviewing accounts receivable on a general basis where similar characteristics exist. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, discussions with the customers, and other factors that may affect the Company’s ability to collect from customers. The increase in allowance for credit losses is based on updated estimates of collectability as of March 31, 2026. Inventory Inventory consisted of the following as of:
Intangible Assets Intangible assets consisted of the following as of:
The remaining useful life of the patent was 0.80 years as of March 31, 2026. For the three months ended March 31, 2026 and 2025, amortization expense was immaterial and annual amortization expense over the remaining useful life is not expected to be material. Held for Sale Classification Assets are classified as held for sale when management having the authority to approve the action commits to a plan to sell the assets, the sale is probable to occur within the next 12 months at a price that is reasonable in relation to its current fair value and certain other criteria are met. The assets classified as held for sale are recorded at the lower of their carrying amount or estimated fair value less cost to sell. When the proceeds expected to be received from the sale exceed the carrying amount of the assets, a gain is recognized when the sale closes. Assets classified as held for sale are presented separately on the face of the unaudited condensed consolidated balance sheets. (See Note 6 for additional details) In April 2025, the Company sold 35 of the total 183 acres of land held for sale for proceeds of $2.2 million, which approximates the carrying value. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If indicators of impairment exist, management identifies the asset group which includes the potentially impaired long-lived asset, at the lowest level at which there are separate, identifiable cash flows. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset group and its eventual disposition or its estimated fair value based on the best information available. If the total of the expected undiscounted future net cash flows or the estimated fair value for the asset group is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and carrying amount of the asset group. The decision was made to indefinitely suspend all further furanics platform development and plant operations for Origin 1. As a result, during the year ended December 31, 2025, the Company determined that indicators of impairment existed for the Origin 1 asset group. We evaluated the fair value of the Origin 1 asset group under an orderly liquidation approach as the primary valuation methodology, with corroborative consideration given to an alternative use undiscounted cash flow and eventual disposition approach. The fair value of the Origin 1 asset group was approximated at $18.0 million. As such, the Company recorded an impairment charge of $134.5 million. The Company determined that indicators of impairment existed for Origin 2 asset group, as well, with the decision to indefinitely suspend the furanics platform development. The Company concluded the carrying costs of the labor, benefits and external engineering fees that had been capitalized to construction in progress for the Origin 2 asset group were no longer recoverable. As such, the Company recorded an impairment charge of $31.4 million to on the unaudited condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2025. In addition, the Company had entered into a nonexclusive patent license agreement for use in connection with the production of Origin 2 and made nonrefundable payments totaling $12.9 million in prior years towards securing a license. The Company believes that the payments made towards the license agreement are no longer recoverable and recorded an impairment charge of $12.9 million to impairment of assets on the unaudited condensed consolidated statements of operations and comprehensive loss for the years ended December 31, 2025. Convertible Notes In November 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional purchaser, providing for the issuance in tranches of senior secured convertible notes (the “Convertible Notes”) with a principal face amount of up to $100.0 million and a 10.0% original issue discount, as discussed in Note 8. The Convertible Notes bear no interest rate (except upon event of default) and, unless earlier converted or redeemed, will mature on the date that is the thirty-month anniversary of the last day of the month in which the closing with respect to the applicable Convertible Notes occurs. The Convertible Notes will be convertible, at any time at the holder’s option, into shares of the Company’s common stock, par value $0.0001 per share, at an initial conversion price per share of $0.62616 (the “Conversion Shares”) and $18.78 (after the reverse stock split), which conversion price is subject to adjustment pursuant to the terms of the Convertible Notes. The conversion price is subject to customary adjustments upon any stock dividend, stock split, stock combination, reclassification, recapitalization, or similar transaction that proportionately decreases or increases the price of our common stock. The Company has elected to account for the Convertible Notes at fair value under the fair value option, under which the Convertible Notes are initially measured at fair value and subsequently remeasured during each reporting period. Changes in fair value will be reflected within loss in fair value of convertible notes on the unaudited condensed consolidated statements of operations and comprehensive loss, except for the portions, if any, related to the instrument specific credit risk which would be recorded in other comprehensive (loss) income. Please see note 8 for further discussion. Common Stock Warrants Liability The Company assumed 24,149,960 public warrants (the “Public Warrants”) and 11,326,667 private placement warrants (the “Private Placement Warrants”, and the Public Warrants together with the Private Placement Warrants, the “Common Stock Warrants” or “Warrants”) upon the Merger, all of which were issued in connection with Artius’ initial public offering and entitle each holder to purchase one share of common stock at an exercise price of at $11.50 per share; however, warrant holders will need to exercise 30 warrants for an aggregate exercise price of $345.00 to receive one share of common stock. No fractional shares will be issued upon the exercise of the warrants. As of March 31, 2026, 24,149,960 Public Warrants and 11,326,667 Private Placement Warrants are outstanding. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the Public Warrants may be cashless exercised. The Private Placement Warrants are transferable, assignable or salable in certain limited exceptions. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will cease to be Private Placement Warrants, and become Public Warrants and be redeemable by the Company and exercisable by such holders on the same basis as the other Public Warrants. There were no Private Placement Warrants that became Public Warrants through March 31, 2026. The Company evaluated the Common Stock Warrants under ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50.0% or more of the Company’s Class A stockholders. Because not all of the voting stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Common Stock Warrants do not meet the conditions to be classified in equity. Since the Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these Warrants as liabilities on the unaudited condensed consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the gain in fair value of common stock warrants liability within the unaudited condensed consolidated statements of operations and comprehensive loss at each reporting date. The Public Warrants were publicly traded and thus had an observable market price to estimate fair value, and the Private Placement Warrants were effectively valued similar to the Public Warrants, as described in Note 5. Revenue Recognition The Company’s revenues are from product sales and service agreements. The majority of the Company’s contracts with customers typically contain multiple products and services. The Company accounts for individual products and services separately if they are distinct—that is, if a product or service is separately identifiable from other items in the contract and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under its product revenue and service agreements, the Company performs the following steps: 1.Identifying the contract with a customer; 2.Identifying the performance obligations in the contract; 3.Determining the transaction price; 4.Allocating the transaction price to the performance obligations; and 5.Recognizing revenue when, or as, the performance obligations are satisfied. The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Non-cancellable purchase orders received from customers to deliver a specific quantity of product, when combined with the Company’s order confirmation, in exchange for future consideration, create enforceable rights and obligations on both parties and constitute a contract with a customer. The Company’s service agreements are customized, specified, and often include various stages at which transaction prices are agreed to. These service agreements often include multiple performance obligations within each stage. The Company identifies each performance obligation at contract inception and allocates the consideration to each distinct performance obligation based on the stand-alone selling price of each performance obligation. The Company’s services are tailored to each individual customer and the stand-alone selling prices are not directly observable. Because the Company’s service agreements include customers that are not in similar geographic markets and for different services, the Company uses the expected cost plus margin approach to estimate the stand-alone selling price for each of its performance obligations. The Company recognizes revenue from the service agreements over the period during which the services are performed and recognizes the associated costs as they are incurred. In general, the Company recognizes revenue when, or as, its performance obligations under the terms of a contract with its customer are satisfied. For product sales, this happens when the Company transfers control of its products and risk of loss to the customer or when title passes upon shipment. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring its products. Taxes collected from customers and remitted to governmental authorities are excluded from revenues. The Company recognizes its revenue from direct product sales which is recognized at a point in time when the performance obligation is satisfied upon delivery of the product. For service agreements, the timing of satisfying performance obligations may differ from the timing of the invoicing of customers and the receipt of customer payments. The Company records a receivable prior to payment if there is an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records contract liability (deferred revenue) until the performance obligations are satisfied. Revenue is recorded in an amount that reflects that consideration the Company expects to be entitled to in exchange for those goods or services. The Company has elected to treat shipping and handling activities as fulfillment costs. Basic and Diluted Net Loss Per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net loss per share calculation, common stock options, restricted stock unit (“RSU”) awards, performance stock awards, warrants, earnout shares, and Sponsor Vesting Shares (as defined in Note 9) are considered to be potentially dilutive securities. For the periods presented that the Company has reported a net loss, diluted net loss per common share is the same as basic net loss per common share for those periods.
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