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. |
|