Fair Value Measurement (Tables)
|
6 Months Ended |
Jun. 30, 2026 |
| Fair Value Disclosures [Abstract] |
|
| Schedule of Fair Value of Financial Assets and Liabilities |
The following tables set forth the Company's financial liabilities measured at fair values based on the fair value hierarchy, as described above. These should also be read with Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2026 | | December 31, 2025 | | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 | | Liabilities | | | | | | | | | | | | SPA Warrant (a) | $ | — | | | $ | — | | | $ | 254,031 | | | $ | — | | | $ | — | | | $ | 470,715 | | | April, May and December 2023 Warrants | — | | | — | | | 135,362 | | | — | | | — | | | 313,253 | | | Delayed Draw Term Loan | — | | | — | | | 163,283 | | | — | | | — | | | 150,427 | | Embedded derivatives(b) | — | | | — | | | — | | | — | | | — | | | 228,719 | | Contingently issuable securities(c) | — | | | — | | | 35,662 | | | — | | | — | | | — | | | Total liabilities | $ | — | | | $ | — | | | $ | 588,338 | | | $ | — | | | $ | — | | | $ | 1,163,114 | |
(a) Included in Warrants liability - Related party on the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025. (b) Included in Notes Payable - Related Party on the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025. (c) Included in Other liabilities on the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026.
|
| Schedule of Assumptions used to Determine Fair Value of Warrants and Debt Instruments |
The inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants, and the December 2023 warrants are as follows: | | | | | | | | | | | | | April 2023 warrants | June 30, 2026 | | December 31, 2025 | | Time to expiration | 2.29 years | | 2.79 Years | | Common stock price | $ | 5.88 | | | $ | 11.46 | | | Risk-free interest rate | 4.1 | % | | 3.5 | % | | Volatility | 115.0 | % | | 105.0 | % | | | | | | May 2023 warrants | June 30, 2026 | | December 31, 2025 | | Time to expiration | 2.04 Years | | 2.54 Years | | Common stock price | $ | 5.88 | | | $ | 11.46 | | | Risk-free interest rate | 4.1 | % | | 3.5 | % | | Volatility | 115.0 | % | | 105.0 | % | | | | | December 2023 warrants | June 30, 2026 | | December 31, 2025 | | Time to expiration | 2.46 Years | | 2.96 Years | | Common stock price | $ | 5.88 | | | $ | 11.46 | | | Risk-free interest rate | 4.1 | % | | 3.5 | % | | Volatility | 115.0 | % | | 105.0 | % |
The inputs used to determine the fair value of the embedded derivative liabilities are as follows: | | | | | | | | | | | | | November 2025 Convertible Note | June 3, 2026 | | December 31, 2025 | | Term | 5.50 Years | | 5.92 Years | | Dividend yield | — | % | | — | % | | Risk-free interest rate | 4.2 | % | | 3.8 | % | | Volatility | 60.0 | % | | 60.0 | % | | Effective debt yield | 11.1 | % | | 11.7 | % |
The following inputs were used in the Monte Carlo simulation to determine the fair value of the contingently issuable securities: | | | | | | | Contingently Issuable Securities | June 30, 2026 | | Time to expiration | 10.0 Years | | Common stock price | $ | 5.88 | | | Risk-free interest rate | 4.4 | % | | Volatility | 115.0 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | Delayed Draw Term Loan | | | | June 30, 2026 | | December 31, 2025 | Debt yield | | | | 11.5 | % | | 11.9 | % | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | SPA Warrant | | | | June 30, 2026 | | December 31, 2025 | | | | Discount for lack of marketability | | | | — | % | | 5.0 | % | | |
|
| Schedule of Liabilities Measured at Fair Value |
The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying Unaudited Condensed Consolidated Balance Sheets and are designated as Level 3: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | | 2026 | | 2025 | | 2026 | | 2025 | | Delayed Draw Term Loan | | | | | | | | | Balance at beginning of the period | $ | 113,120 | | | $ | 99,433 | | | $ | 150,427 | | | $ | 76,188 | | Additions - January Draw | — | | | — | | | — | | | 17,312 | | Prepayment of the Term Loan | — | | | (28,582) | | | — | | | (28,582) | | | Change in fair value of Term Loan | 50,163 | | | (9,146) | | | 12,856 | | | (3,213) | | | Balance at end of the period | $ | 163,283 | | | $ | 61,705 | | | $ | 163,283 | | | $ | 61,705 | | | | | | | | | | | SPA Warrant and Contingent Warrants | | | | | | | | Balance at beginning of the period | $ | 203,485 | | | $ | 146,793 | | | $ | 470,715 | | | $ | 266,630 | | | | | | | | | | Conversion to preferred stock | — | | | — | | | — | | | (102,185) | | | Change in fair value of warrants | 50,546 | | | 52,191 | | | (216,684) | | | 34,539 | | | Balance at end of the period | $ | 254,031 | | | $ | 198,984 | | | $ | 254,031 | | | $ | 198,984 | | | | | | | | | | | April, May and December 2023 Warrants | | | | | | | | Balance at beginning of the period | $ | 112,777 | | | $ | 124,766 | | | $ | 313,253 | | | $ | 189,322 | | Exercised warrants | — | | | (1,571) | | | (31,751) | | | (20,339) | | | Change in fair value of warrants | 22,585 | | | 57,898 | | | (146,140) | | | 12,110 | | | Balance at end of the period | $ | 135,362 | | | $ | 181,093 | | | $ | 135,362 | | | $ | 181,093 | | | | | | | | | | | Embedded Derivatives | | | | | | | | | Balance at beginning of the period | $ | 62,784 | | | $ | 27,462 | | | $ | 228,719 | | | $ | 44,396 | | Extinguishment of the 2021 Convertible Notes embedded derivatives | — | | | (87) | | | — | | | (87) | | | | | | | | | | | Reclassification of November 2025 Convertible Note embedded derivative | (133,231) | | | — | | | (133,231) | | | — | | Change in fair value of derivatives | 70,447 | | | 24,264 | | | (95,488) | | | 7,330 | | | Balance at end of the period | $ | — | | | $ | 51,639 | | | $ | — | | | $ | 51,639 | | | | | | | | | | | Contingently Issuable Securities | | | | | | | | | Balance at beginning of the period | $ | — | | | $ | — | | | $ | — | | | $ | — | | | Loss on contingently issuable securities | 35,662 | | | — | | | 35,662 | | | — | | | Balance at end of the period | $ | 35,662 | | | $ | — | | | $ | 35,662 | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value |
The estimated fair value of financial instruments not carried at fair value in the Unaudited Condensed Consolidated Balance Sheets was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Level in fair value hierarchy | June 30, 2026 | | December 31, 2025 | | Carrying Value | | Fair Value | | Carrying Value | | Fair Value | | May 2025 Convertible Notes | 3 | $ | 48,217 | | | $ | 73,165 | | | $ | 48,044 | | | $ | 123,000 | | | | | | | | | | | | | | | | | | | | November 2025 Convertible Notes* | 3 | 317,895 | | | 454,543 | | | 530,096 | | | 586,237 | | | | | | | | | | | | Equipment financing facility | 3 | — | | | — | | | 372 | | | 375 | | Preferred Stock | 3 | 713,222 | | | 733,747 | | | 1,361,542 | | | 1,292,216 | | DOE Loan Facility | 3 | 87,723 | | | 97,072 | | | 84,327 | | | 95,427 | | | Total | | $ | 1,167,057 | | | $ | 1,358,527 | | | $ | 2,024,381 | | | $ | 2,097,255 | |
*Includes the embedded derivative liabilities for December 31, 2025.
|