Fair Value Measurements (Tables)
|
3 Months Ended |
12 Months Ended |
Mar. 29, 2026 |
Dec. 28, 2025 |
| Fair Value Measurements [Abstract] |
|
|
| Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis |
The
following table sets forth the Company’s financial assets and liabilities that are measured at fair value on a recurring basis
(in thousands):
| | |
As
of March 29, 2026 | |
| | |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Total | |
| Financial
Assets | |
| | |
| | |
| | |
| |
| Restricted
cash | |
$ | 1,134 | | |
$ | — | | |
$ | — | | |
$ | 1,134 | |
| Total | |
$ | 1,134 | | |
$ | — | | |
$ | — | | |
$ | 1,134 | |
| Financial
Liabilities | |
| | | |
| | | |
| | | |
| | |
| July
2024 Notes derivative liability (1) | |
$ | — | | |
$ | — | | |
$ | 14,042 | | |
$ | 14,042 | |
| July
2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 9,036 | | |
| 9,036 | |
| September
2024 Notes derivative liability (1) | |
| — | | |
| — | | |
| 26,351 | | |
| 26,351 | |
| September
2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 4,286 | | |
| 4,286 | |
| July
2025 Note derivative liability– related party (1) | |
| — | | |
| — | | |
| 2,239 | | |
| 2,239 | |
| September
2025 Notes derivative liability (1) | |
| — | | |
| — | | |
| 10,825 | | |
| 10,825 | |
| November
2025 Note derivative liability – related party (1) | |
| — | | |
| — | | |
| 1,069 | | |
| 1,069 | |
| January
2026 Note derivative liability – related party | |
| | | |
| | | |
| 1,467 | | |
| 1,467 | |
| $1.9
Million Note | |
| | | |
| | | |
| 1,530 | | |
| 1,530 | |
| March
2026 Bridge Note | |
| | | |
| | | |
| 9,500 | | |
| 9,500 | |
| Forward
purchase agreement liabilities | |
| — | | |
| — | | |
| 5,107 | | |
| 5,107 | |
| SAFE
Agreement with related party | |
| — | | |
| — | | |
| 579 | | |
| 579 | |
| Private
placement warrants | |
| — | | |
| — | | |
| 1,504 | | |
| 1,504 | |
| Working
capital warrants | |
| — | | |
| — | | |
| 172 | | |
| 172 | |
| Public
warrants | |
| 2,070 | | |
| — | | |
| — | | |
| 2,070 | |
| Deferred
Cobalt Consideration Shares | |
| — | | |
| — | | |
| 6,331 | | |
| 6,331 | |
| Deferred
Ambia Consideration Shares | |
| — | | |
| — | | |
| 13,936 | | |
| 13,936 | |
| Total | |
$ | 2,070 | | |
$ | — | | |
$ | 107,974 | | |
$ | 110,044 | |
| | |
As
of December 28, 2025 | |
| | |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Total | |
| Financial
Assets | |
| | |
| | |
| | |
| |
| Restricted
cash | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Total | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Financial
Liabilities | |
| | | |
| | | |
| | | |
| | |
| July
2024 Notes derivative liability (1) | |
$ | — | | |
$ | — | | |
$ | 19,604 | | |
$ | 19,604 | |
| July
2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 12,615 | | |
| 12,615 | |
| September
2024 Notes derivative liability (1) | |
| — | | |
| — | | |
| 37,930 | | |
| 37,930 | |
| September
2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 5,870 | | |
| 5,870 | |
| July
2025 Note derivative liability– related party (1) | |
| — | | |
| — | | |
| 3,246 | | |
| 3,246 | |
| September
2025 Notes derivative liability (1) | |
| — | | |
| — | | |
| 14,756 | | |
| 14,756 | |
| November
2025 Note derivative liability – related party (1) | |
| — | | |
| — | | |
| 1,488 | | |
| 1,488 | |
| Forward
purchase agreement liabilities | |
| — | | |
| — | | |
| 3,965 | | |
| 3,965 | |
| SAFE
Agreement with related party | |
| — | | |
| — | | |
| 535 | | |
| 535 | |
| Private
placement warrants | |
| — | | |
| — | | |
| 1,692 | | |
| 1,692 | |
| Working
capital warrants | |
| — | | |
| — | | |
| 194 | | |
| 194 | |
| Public
warrants | |
| 2,475 | | |
| — | | |
| — | | |
| 2,475 | |
| Deferred
Sunder Consideration Shares | |
| 10,840 | | |
| — | | |
| — | | |
| 10,840 | |
| Deferred
Ambia Consideration Shares | |
| — | | |
| — | | |
| 16,879 | | |
| 16,879 | |
| Total | |
$ | 13,315 | | |
$ | — | | |
$ | 118,774 | | |
$ | 132,089 | |
| (1) | The derivative liabilities are associated with the Company’s outstanding senior unsecured convertible notes with stated interest rates of 7.0% (the “September 2024 Notes” and “September 2025 Notes”) and 12.0% (the “July 2024 Notes”, “July 2025 Note”, “November 2025 Note” and “January 2026 Note”) all of which are defined in Note 9 – Borrowings and Derivative Liabilities. |
|
The
following tables set forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis
(in thousands):
| | |
As of December 28, 2025 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Financial Assets | |
| | |
| | |
| | |
| |
| Restricted cash | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Total | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Financial Liabilities | |
| | | |
| | | |
| | | |
| | |
| July 2024 Notes derivative liability (1) | |
$ | — | | |
$ | — | | |
$ | 19,604 | | |
$ | 19,604 | |
| July 2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 12,615 | | |
| 12,615 | |
| September 2024 Notes derivative liability (1) | |
| — | | |
| — | | |
| 37,930 | | |
| 37,930 | |
| September 2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 5,870 | | |
| 5,870 | |
| July 2025 Note derivative liability– related party (1) | |
| — | | |
| — | | |
| 3,246 | | |
| 3,246 | |
| September 2025 Notes derivative liability (1) | |
| — | | |
| — | | |
| 14,756 | | |
| 14,756 | |
| November 2025 Note derivative liability – related party (1) | |
| — | | |
| — | | |
| 1,488 | | |
| 1,488 | |
| Forward purchase agreement liabilities | |
| — | | |
| — | | |
| 3,965 | | |
| 3,965 | |
| SAFE Agreement with related party | |
| — | | |
| — | | |
| 535 | | |
| 535 | |
| Private placement warrants | |
| — | | |
| — | | |
| 1,692 | | |
| 1,692 | |
| Working capital warrants | |
| — | | |
| — | | |
| 194 | | |
| 194 | |
| Public warrants | |
| 2,475 | | |
| — | | |
| — | | |
| 2,475 | |
| Deferred Sunder Consideration Shares | |
| 10,840 | | |
| — | | |
| — | | |
| 10,840 | |
| Deferred Ambia Consideration Shares | |
| — | | |
| — | | |
| 16,879 | | |
| 16,879 | |
| Total | |
$ | 13,315 | | |
$ | — | | |
$ | 118,774 | | |
$ | 132,089 | |
| | |
As
of December 29, 2024 | |
| | |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Total | |
| Financial
Assets | |
| | |
| | |
| | |
| |
| Restricted
cash | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Total | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Financial
Liabilities | |
| | | |
| | | |
| | | |
| | |
| July 2024 Notes derivative
liability (1) | |
$ | — | | |
$ | — | | |
$ | 13,563 | | |
$ | 13,563 | |
| July 2024 Notes derivative
liability – related parties (1) | |
| — | | |
| — | | |
| 21,127 | | |
| 21,127 | |
| September 2024 Notes derivative
liability (1) | |
| — | | |
| — | | |
| 55,474 | | |
| 55,474 | |
| September 2024 Notes derivative
liability – related parties (1) | |
| — | | |
| — | | |
| 6,958 | | |
| 6,958 | |
| Forward purchase agreement
liabilities (2) | |
| — | | |
| — | | |
| 3,494 | | |
| 3,494 | |
| SAFE Agreement with related
party | |
| — | | |
| — | | |
| 384 | | |
| 384 | |
| Private placement warrants | |
| — | | |
| — | | |
| 627 | | |
| 627 | |
| Working capital warrants | |
| — | | |
| — | | |
| 72 | | |
| 72 | |
| Public
warrants | |
| 862 | | |
| — | | |
| — | | |
| 862 | |
| Total | |
$ | 862 | | |
$ | — | | |
$ | 101,699 | | |
$ | 102,561 | |
| (1) | The derivative liabilities are associated with the Company’s outstanding senior unsecured convertible notes with stated interest rates of 7.0% (the “September 2024 Notes” and “September 2025 Notes”) and 12.0% (the “July 2024 Notes”, “July 2025 Note”, and “November 2025 Note”) all of which are defined in Note 10 – Borrowings and Derivative Liabilities. | | | | | (2) | Includes $1.3 million due to related parties as of and December 29, 2024. |
|
| Schedule of Liabilities by Class and Categorized Within Level 3 Under the Fair Value Hierarchy |
The reconciliation
of liabilities by class and categorized within Level 3 under the fair value hierarchy is as follows for the thirteen week periods ended
March 29, 2026 and March 30, 2025 (in thousands):
| | |
| | |
Thirteen
Weeks Ended March 29, 2026 | |
| | |
Derivative
liabilities | | |
Convertible
debt at fair value | | |
Forward
purchase agreements | | |
SAFE
Agreements | | |
Warrant
liabilities | | |
Deferred
Consideration Shares | | |
Total | |
| Balance
as of December 28, 2025 | |
$ | 95,509 | | |
$ | — | | |
$ | 3,965 | | |
$ | 535 | | |
$ | 1,886 | | |
$ | 16,879 | | |
$ | 118,774 | |
| Additions | |
| 2,297 | | |
| 10,710 | | |
| — | | |
| — | | |
| — | | |
| 6,331 | | |
| 19,338 | |
| Conversions | |
| (1,883 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,883 | ) |
| Net
(gain) loss recognized within Other non-operating income, net in the consolidated statement of operations | |
| (26,608 | ) | |
| 320 | | |
| 1,142 | | |
| 44 | | |
| (210 | ) | |
| (2,943 | ) | |
| (28,255 | ) |
| Balance
as of March 29, 2026 | |
$ | 69,315 | | |
$ | 11,030 | | |
$ | 5,107 | | |
$ | 579 | | |
$ | 1,676 | | |
$ | 20,267 | | |
$ | 107,974 | |
| | |
Thirteen
Weeks Ended March 30, 2025 | |
| | |
Derivative
liabilities | | |
Forward
purchase
agreements | | |
SAFE
Agreements | | |
Warrant
liabilities | | |
Total | |
| Balance
as of December 29, 2024 | |
$ | 97,122 | | |
$ | 3,494 | | |
$ | 384 | | |
$ | 699 | | |
$ | 101,699 | |
| Additions | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Conversions | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Net
(gain) loss recognized within Other non-operating income, net in the consolidated statement of operations | |
| (15,127 | ) | |
| (268 | ) | |
| 20 | | |
| 488 | | |
| (14,887 | ) |
| Balance
as of March 30, 2025 | |
$ | 81,995 | | |
$ | 3,226 | | |
$ | 404 | | |
$ | 1,187 | | |
$ | 86,812 | |
|
The
reconciliation of liabilities by class and categorized within Level 3 under the fair value hierarchy is as follows for the fiscal years
ended December 28, 2025 and December 29, 2024 (in thousands):
| | |
Fiscal Year Ended December 28, 2025 | |
| | |
Derivative liabilities | | |
Forward Purchase Agreements | | |
SAFE Agreements | | |
Warrant liabilities | | |
Deferred Ambia Consideration Shares | | |
Total | |
| Balance as of December 29, 2024 | |
$ | 97,122 | | |
$ | 3,494 | | |
$ | 384 | | |
$ | 699 | | |
$ | — | | |
$ | 101,699 | |
| Additions | |
| 20,808 | | |
| — | | |
| — | | |
| — | | |
| 16,879 | | |
| 37,687 | |
| Conversions | |
| (10,931 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (10,931 | ) |
| Net (gain)/loss recognized within Other non-operating income, net in the consolidated statement of operations | |
| (11,490 | ) | |
| 471 | | |
| 151 | | |
| 1,187 | | |
| — | | |
| (9,681 | ) |
| Balance as of December 28, 2025 | |
$ | 95,509 | | |
$ | 3,965 | | |
$ | 535 | | |
$ | 1,886 | | |
$ | 16,879 | | |
$ | 118,774 | |
| | |
Fiscal
Year Ended December 29, 2024 | |
| | |
Derivative
liabilities | | |
Forward
Purchase Agreements | | |
SAFE
Agreements | | |
Warrant
liabilities | | |
Total | |
| Balance as of December 31, 2023 | |
$ | — | | |
$ | 3,831 | | |
$ | — | | |
$ | 10,960 | | |
$ | 14,791 | |
| Additions | |
| 131,108 | | |
| — | | |
| 6,000 | | |
| — | | |
| 137,108 | |
| Conversions | |
| — | | |
| — | | |
| (6,250 | ) | |
| (7,306 | ) | |
| (13,556 | ) |
| Net
(gain)/loss recognized within Other non-operating income, net in the consolidated statement of operations | |
| (33,986 | ) | |
| (337 | ) | |
| 634 | | |
| (2,955 | ) | |
| (36,644 | ) |
| Balance as of December
29, 2024 | |
$ | 97,122 | | |
$ | 3,494 | | |
$ | 384 | | |
$ | 699 | | |
$ | 101,699 | |
|
| Schedule of Derivative Liabilities |
The
assumptions used to value the derivative liabilities as of March 29, 2026 were as follows:
| |
|
12.0%
Senior Unsecured Convertible Notes |
|
|
7.0%
Senior Unsecured
Convertible Notes |
|
| |
|
July
2024
Notes(1) |
|
|
July
2025
Note |
|
|
November
2025
Note |
|
|
January
2026
Note |
|
|
September
2024
Notes(1) |
|
|
September
2025
Notes(1) |
|
| Coupon
rate |
|
|
12.0 |
% |
|
|
12.0 |
% |
|
|
12.0 |
% |
|
$ |
12.0 |
% |
|
|
7.0 |
% |
|
|
7.0 |
% |
| Initial
conversion rate |
|
|
595.24 |
|
|
|
558.66 |
|
|
|
626.96 |
|
|
|
540.54 |
|
|
|
467.84 |
|
|
|
467.84 |
|
| Initial conversion
price |
|
$ |
1.68 |
|
|
$ |
1.79 |
|
|
$ |
1.60 |
|
|
$ |
1.85 |
|
|
$ |
2.14 |
|
|
$ |
2.14 |
|
| Common stock price |
|
$ |
1.25 |
|
|
$ |
1.25 |
|
|
$ |
1.25 |
|
|
$ |
1.25 |
|
|
$ |
1.25 |
|
|
$ |
1.25 |
|
| Risk-free
interest rate |
|
|
4.00 |
% |
|
|
4.00 |
% |
|
|
3.96 |
% |
|
|
4.00 |
% |
|
|
3.96 |
% |
|
|
3.96 |
% |
| Volatility |
|
|
88.1 |
% |
|
|
88.8 |
% |
|
|
87.5 |
% |
|
|
89.2 |
% |
|
|
90.7 |
% |
|
|
90.7 |
% |
| Dividend
yield |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
The
assumptions used to value the derivative liabilities as of December 28, 2025 were as follows:
| | |
12.0%
Senior Unsecured Convertible Notes | | |
7.0%
Senior Unsecured
Convertible Notes | |
| | |
July
2024
Notes(1) | | |
July
2025
Note | | |
November
2025
Note | | |
September
2024
Notes(1) | | |
September
2025
Notes(1) | |
| Coupon
rate | |
| 12.0 | % | |
| 12.0 | % | |
| 12.0 | % | |
| 7.0 | % | |
| 7.0 | % |
| Initial
conversion rate | |
| 595.24 | | |
| 558.66 | | |
| 626.96 | | |
| 467.84 | | |
| 467.84 | |
| Initial conversion
price | |
$ | 1.68 | | |
$ | 1.79 | | |
$ | 1.60 | | |
$ | 2.14 | | |
$ | 2.14 | |
| Common stock price | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | |
| Risk-free
interest rate | |
| 3.6 | % | |
| 3.6 | % | |
| 3.6 | % | |
| 3.58 | % | |
| 3.58 | % |
| Volatility | |
| 82.2 | % | |
| 83.2 | % | |
| 81.3 | % | |
| 85.6 | % | |
| 85.6 | % |
| Dividend
yield | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % |
| (1) | The conversion option is derived based upon the above assumptions plus a make-whole provision which is based upon changes in the Company’s stock price and the conversion date. |
|
The
assumptions used to value the derivative liabilities as of December 28, 2025 were as follows:
| | |
12.0%
Senior Unsecured Convertible
Notes | | |
7.0%
Senior Unsecured Convertible Notes | |
| | |
July
2024
Notes | | |
July
2025
Note | | |
November
2025 Note | | |
September
2024 Notes | | |
September
2025 Notes | |
| Coupon rate | |
| 12.0 | % | |
| 12.0 | % | |
| 12.0 | % | |
| 7.0 | % | |
| 7.0 | % |
| Conversion rate | |
| 595.24 | | |
| 558.66 | | |
| 626.96 | | |
| 467.84 | | |
| 467.84 | |
| Conversion price | |
$ | 1.68 | | |
$ | 1.79 | | |
$ | 1.60 | | |
$ | 2.14 | | |
$ | 2.14 | |
| Common stock price | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | |
| Risk-free interest rate | |
| 3.6 | % | |
| 3.6 | % | |
| 3.6 | % | |
| 3.58 | % | |
| 3.58 | % |
| Volatility | |
| 82.2 | % | |
| 83.2 | % | |
| 81.3 | % | |
| 85.6 | % | |
| 85.6 | % |
| Dividend yield | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % |
The
assumptions used to value the derivative liabilities as of December 29, 2024 were as follows:
| | |
Senior
Unsecured Convertible Notes | |
| | |
12.0%
Notes | | |
7.0%
Notes | |
| | |
July
2024
Notes | | |
September
2024 Notes | |
| Coupon rate | |
| 12.0 | % | |
| 7.0 | % |
| Conversion rate | |
| 595.24 | | |
| 467.84 | |
| Conversion price | |
$ | 1.68 | | |
$ | 2.14 | |
| Common stock price | |
$ | 1.81 | | |
$ | 1.81 | |
| Risk-free interest rate | |
| 4.43 | % | |
| 4.43 | % |
| Volatility | |
| 62.0 | % | |
| 66.6 | % |
| Dividend yield | |
| 0.00 | % | |
| 0.00 | % |
|
| Schedule of Key Inputs for the Simulation Include Stock Price |
The
key inputs for the simulation include stock price, simulation period and volatility of the Company’s common stock and were as follows
as of March 29, 2026:
| | |
$1.9
Million
Note | | |
March
2026
Bridge Note | |
| VWAP
stock price | |
$ | 1.24 | | |
$ | 1.24 | |
| Simulation
period | |
| 0.83 years | | |
| 0.94 years | |
| Risk-free
rate | |
| 3.76 | % | |
| 3.77 | % |
| Volatility | |
| 81.4 | % | |
| 83.3 | % |
| Credit
risk-adjusted rate | |
| 41.4 | % | |
| 73.4 | % |
The
Company valued the private placement and working capital warrants, based on a binomial lattice model, which included the following
inputs:
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| Expected
term | |
| 2.31 years | | |
| 2.56 years | |
| Stock
price | |
$ | 1.25 | | |
$ | 1.62 | |
| Exercise
price | |
$ | 11.50 | | |
$ | 11.50 | |
| Expected
volatility | |
| 268.3 | % | |
| 179.0 | % |
| Risk-free
rate | |
| 3.90 | % | |
| 3.50 | % |
| Expected
dividend yield | |
| 0.00 | % | |
| 0.00 | % |
FPAs
are measured at fair value on a recurring basis using a Monte Carlo simulation analysis based upon the following inputs:
| | |
As
of | |
| | |
March
29, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| VWAP
stock price | |
$ | 1.24 | | |
$ | 1.66 | |
| Simulation period | |
| 0.30 years | | |
| 0.55 years | |
| Risk-free
rate | |
| 3.73 | % | |
| 3.57 | % |
| Volatility | |
| 58.0 | % | |
| 77.3 | % |
|
FPAs
are measured at fair value on a recurring basis using a Monte Carlo simulation analysis based upon the following inputs:
| | |
As
of | |
| | |
December 28, | | |
December 29, | |
| | |
2025 | | |
2024 | |
| VWAP stock price | |
$ | 1.66 | | |
$ | 1.78 | |
| Simulation period | |
| 0.55 years | | |
| 0.55 years | |
| Risk-free rate | |
| 3.57 | % | |
| 4.28 | % |
| Volatility | |
| 77.3 | % | |
| 117.0 | % |
The
Company valued the private placement and working capital warrants, based on a binomial lattice model, which included the following
inputs:
| | |
As
of | |
| | |
December 28, | | |
December 29, | |
| | |
2025 | | |
2024 | |
| Expected term | |
| 2.56 years | | |
| 3.56 years | |
| Stock price | |
$ | 1.62 | | |
$ | 1.81 | |
| Exercise price | |
$ | 11.50 | | |
$ | 11.50 | |
| Expected volatility | |
| 179.0 | % | |
| 68.1 | % |
| Risk-free rate | |
| 3.50 | % | |
| 4.39 | % |
| Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % |
|
| Schedule of Financial Liabilities that are not Measured at Fair Value |
The following tables set forth the Company’s financial liabilities that are not measured at fair value and
are considered a Level 3 instrument in the fair value hierarchy (in thousands):
| | |
As
of March 29, 2026 | |
| | |
Principal
amount (1) | | |
Unamortized
debt discount and debt issuance costs | | |
Net
carrying amount excluding capitalized interest (1) | | |
Fair
value | |
| 12.0%
senior unsecured convertible notes | |
| | |
| | |
| | |
| |
| July
2024 Notes | |
$ | 27,973 | | |
$ | (5,655 | ) | |
$ | 22,318 | | |
$ | 26,724 | |
| July
2024 Notes – related parties | |
| 18,000 | | |
| (10,054 | ) | |
| 7,946 | | |
| 17,086 | |
| Subtotal
July 2024 Notes | |
| 45,973 | | |
| (15,709 | ) | |
| 30,264 | | |
| 43,810 | |
| July
2025 Note – related party | |
| 5,000 | | |
| (3,481 | ) | |
| 1,519 | | |
| 4,494 | |
| November
2025 Note – related party | |
| 2,000 | | |
| (1,483 | ) | |
| 517 | | |
| 1,971 | |
| January
2026 Note – related party | |
| 3,300 | | |
| (2,262 | ) | |
| 1,038 | | |
| 2,955 | |
| | |
| | | |
| | | |
| | | |
| | |
| 7.0%
senior unsecured convertible notes | |
| | | |
| | | |
| | | |
| | |
| September
2024 Notes | |
| 53,793 | | |
| (37,851 | ) | |
| 15,942 | | |
| 45,830 | |
| September
2024 Notes – related parties | |
| 8,750 | | |
| (5,946 | ) | |
| 2,804 | | |
| 7,461 | |
| Subtotal
September 2024 Notes | |
| 62,543 | | |
| (43,797 | ) | |
| 18,746 | | |
| 53,291 | |
| September
2025 Notes | |
| 22,000 | | |
| (18,425 | ) | |
| 3,575 | | |
| 18,793 | |
| Total | |
$ | 140,816 | | |
$ | (85,157 | ) | |
$ | 55,659 | | |
$ | 125,314 | |
| | |
As
of December 28, 2025 | |
| | |
Principal
amount (1) | | |
Unamortized
debt discount and debt issuance costs | | |
Net
carrying amount excluding capitalized interest (1) | | |
Fair
value | |
| 12.0%
senior unsecured convertible notes | |
| | |
| | |
| | |
| |
| July
2024 Notes | |
$ | 27,973 | | |
$ | (5,832 | ) | |
$ | 22,141 | | |
$ | 33,165 | |
| July
2024 Notes – related parties | |
| 18,000 | | |
| (10,369 | ) | |
| 7,631 | | |
| 21,204 | |
| Subtotal
July 2024 Notes | |
| 45,973 | | |
| (16,201 | ) | |
| 29,772 | | |
| 54,369 | |
| July
2025 Note – related party | |
| 5,000 | | |
| (3,557 | ) | |
| 1,443 | | |
| 5,641 | |
| November
2025 Note – related party | |
| 2,000 | | |
| (1,509 | ) | |
| 491 | | |
| 2,360 | |
| | |
| | | |
| | | |
| | | |
| | |
| 7.0%
senior unsecured convertible notes | |
| | | |
| | | |
| | | |
| | |
| September
2024 Notes | |
| 56,543 | | |
| (42,211 | ) | |
| 14,332 | | |
| 59,425 | |
| September
2024 Notes – related parties | |
| 8,750 | | |
| (6,404 | ) | |
| 2,346 | | |
| 8,880 | |
| Subtotal
September 2024 Notes | |
| 65,293 | | |
| (48,615 | ) | |
| 16,678 | | |
| 68,305 | |
| September
2025 Notes | |
| 22,000 | | |
| (18,646 | ) | |
| 3,354 | | |
| 24,227 | |
| Total | |
$ | 140,266 | | |
$ | (88,528 | ) | |
$ | 51,738 | | |
$ | 154,902 | |
| (1) | Excludes capitalized interest (coupon interest, default interest and failure to file interest) of $9.6 million and $10.8 million as of March 29, 2026, and December 28, 2025, respectively, included in the July 2024 Notes. |
|
The following table
sets forth the Company’s financial liabilities that were not measured at fair value and are considered a Level 3 instrument in
the fair value hierarchy (in thousands):
| | |
As of December 28, 2025 | |
| | |
Principal amount (1) | | |
Unamortized debt discount and debt issuance costs | | |
Net carrying amount excluding capitalized interest (1) | | |
Fair value | |
| 12.0% senior unsecured convertible notes | |
| | |
| | |
| | |
| |
| July 2024 Notes | |
$ | 27,973 | | |
$ | (5,832 | ) | |
$ | 22,141 | | |
$ | 33,165 | |
| July 2024 Notes – related parties | |
| 18,000 | | |
| (10,369 | ) | |
| 7,631 | | |
| 21,204 | |
| Subtotal July 2024 Notes | |
| 45,973 | | |
| (16,201 | ) | |
| 29,772 | | |
| 54,369 | |
| July 2025 Note – related party | |
| 5,000 | | |
| (3,557 | ) | |
| 1,443 | | |
| 5,641 | |
| November 2025 Note – related party | |
| 2,000 | | |
| (1,509 | ) | |
| 491 | | |
| 2,360 | |
| | |
| | | |
| | | |
| | | |
| | |
| 7.0% senior unsecured convertible notes | |
| | | |
| | | |
| | | |
| | |
| September 2024 Notes | |
| 56,543 | | |
| (42,211 | ) | |
| 14,332 | | |
| 59,425 | |
| September 2024 Notes – related parties | |
| 8,750 | | |
| (6,404 | ) | |
| 2,346 | | |
| 8,880 | |
| Subtotal September 2024 Notes | |
| 65,293 | | |
| (48,615 | ) | |
| 16,678 | | |
| 68,305 | |
| September 2025 Notes | |
| 22,000 | | |
| (18,646 | ) | |
| 3,354 | | |
| 24,227 | |
| Total | |
$ | 140,266 | | |
$ | (88,528 | ) | |
$ | 51,738 | | |
$ | 154,902 | |
| | |
As
of December 29, 2024 | |
| | |
Principal
amount (1) | | |
Unamortized
debt
discount
and debt
issuance
costs | | |
Net
carrying
amount
excluding
capitalized
interest (1) | | |
Fair
value | |
| 12.0% senior unsecured convertible
notes | |
| | |
| | |
| | |
| |
| July 2024 Notes | |
$ | 17,973 | | |
$ | (6,205 | ) | |
$ | 11,768 | | |
$ | 21,390 | |
| July
2024 Notes – related parties | |
| 28,000 | | |
| (10,785 | ) | |
| 17,215 | | |
| 33,323 | |
| Subtotal
July 2024 Notes | |
| 45,973 | | |
| (16,990 | ) | |
| 28,983 | | |
| 54,713 | |
| | |
| | | |
| | | |
| | | |
| | |
| 7.0% senior
unsecured convertible notes | |
| | | |
| | | |
| | | |
| | |
| September 2024 Notes | |
| 71,800 | | |
| (66,164 | ) | |
| 5,636 | | |
| 77,245 | |
| September
2024 Notes – related parties | |
| 8,000 | | |
| (7,524 | ) | |
| 476 | | |
| 8,583 | |
| Subtotal
September 2024 Notes | |
| 79,800 | | |
| (73,688 | ) | |
| 6,112 | | |
| 85,828 | |
| Total | |
$ | 125,773 | | |
$ | (90,678 | ) | |
$ | 35,095 | | |
$ | 140,541 | |
| (1) | Excludes capitalized interest (coupon interest, default interest and
failure to file interest) of $10.8 million and $13.6 million as of December 28, 2025 and December 29, 2024, respectively, included in
the July 2024 Notes. |
|