COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company, from time to time, is a party to various claims, legal actions, and complaints arising in the ordinary course of business. Except as disclosed below, the Company is not aware of any material legal proceedings or other claims, legal actions, or complaints through the date of issuance of these condensed consolidated financial statements. The Company received a demand letter from a supplier alleging damages based on certain purchase terms and commitments the vendor made based on forecast data they allege the Company provided. As of June 30, 2026, a contingent loss of $1.75 million was recorded related to the matter within accrued and other current liabilities in the condensed consolidated balance sheets. Legal fees and other costs associated with legal proceedings and claims are expensed as incurred. While the Company believes it has meritorious defenses against the claims made by the vendor, loss contingencies are inherently unpredictable, the assessment is highly subjective and requires judgments about future events, and unfavorable developments or resolutions can occur. The amount of ultimate loss may differ materially from the amount accrued to date. Letters of Credit The Company has a standby letter of credit with Bank of America for $0.6 million as security for the performance and payment of the Company’s obligations under a customer agreement. The letter of credit is automatically extended in successive six-month periods on May 19 and November 19 of each calendar year, unless the beneficiary cancels it or Bank of America elects to not extend it. Based on the terms of the customer agreement, we expect the letter of credit to remain in effect until the date on which the warranty period under the agreement expires, which is anticipated to be more than a year from the balance sheet date. As of June 30, 2026, $0.6 million was pledged as collateral for the letter of credit and recorded as restricted cash, non-current. There were no draws against the letter of credit during either of the three and six months ended June 30, 2026 and 2025. The Company has a standby letter of credit with Bank of America for $0.2 million in support of the Company’s customs and duties due on imported materials. The letter of credit is automatically extended in successive one-year periods on May 19 of each calendar year, unless the beneficiary cancels it or Bank of America elects to not extend it. We expect the letter of credit to remain in effect for a period more than a year from the balance sheet date. As of June 30, 2026, $0.1 million was pledged as collateral for the letter of credit and recorded as restricted cash, current. There were no draws made against the letter of credit during the three and six months ended June 30, 2026 nor 2025. The Company has a standby letter of credit with Bank of America for $0.3 million as security for its subsidiary’s performance under a 2025 customer agreement. The letter of credit is automatically extended in successive one-year periods on December 31 of each calendar year until 2037, unless the beneficiary cancels it or Bank of America elects to not extend it. Based on the terms of the customer agreement, we expect the letter of credit to remain in effect until the fulfillment or expiration of the customer agreement, which is anticipated to be more than a year from the balance sheet date. As of June 30, 2026, $0.3 million was pledged as collateral for the letter of credit and recorded as restricted cash, non-current. There were no draws against the letter of credit during the three and six months ended June 30, 2026 or since its inception. Credit Agreement On November 1, 2024, the Company entered into a Credit Agreement with Export-Import Bank of the United States (“EXIM”), as lender, and related agreements related to the financing of two production lines. The Credit Agreement provides for a secured loan facility in an aggregate principal amount of up to $22.7 million, of which $20.0 million is available for equipment financing and $2.7 million for exposure fee and transaction expenses. The loan facility has a maturity date of June 30, 2031. Half of the proceeds of the loan facility may be used on a retroactive basis for the financing of the Company’s existing automated battery assembly line and the remainder may be used for the financing or refinancing of an additional line upon the closing of an equity raise milestone. As of June 30, 2026, the Company had no outstanding borrowings under the Credit Agreement. Any obligations under the Credit Agreement are secured pursuant to a security agreement granting EXIM a first priority security interest in the financed equipment and a securities account containing collateral consisting of cash and cash equivalents in an amount equal to a substantial portion of the disbursements under the Credit Agreement, reportable as restricted cash, that decreases upon the equity raise milestone. Purchase Commitments The Company purchases materials from numerous suppliers and has entered into agreements with various contract manufacturers, which include cancellable and noncancellable purchase commitments. As of both June 30, 2026 and December 31, 2025, total unfulfilled noncancellable purchase commitments were $0.1 million. In addition, total unfulfilled cancellable purchase commitments amounted to $0.8 million and $0.9 million as of June 30, 2026, and December 31, 2025, respectively. Joint Development Agreement In September 2023, the Company entered into a Joint Development Agreement (“JDA”) with UOP, an affiliate of Honeywell, a related party, under which the parties agreed to work collaboratively to engage in certain research and development activities generally related to flow battery technology. Pursuant to the JDA, the Company agreed to reimburse UOP a minimum of $8.0 million for research and development expenses incurred through December 31, 2028. To date, $0.1 million of expenses have been incurred under the JDA. No expenses were incurred under the JDA during the six months ended June 30, 2026 nor June 30, 2025.
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