v3.26.1
CONVERTIBLE NOTES AND TERM LOAN
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
CONVERTIBLE NOTES AND TERM LOAN CONVERTIBLE NOTES AND TERM LOAN
2021 Notes
Between October and November 2021, the Company issued convertible secured promissory notes (the “2021 Notes”) with an initial aggregate principal amount of $417.6 million and a maturity date of October 29, 2025. In October 2023, the maturity date was amended to October 29, 2026. The 2021 Notes initially accrued interest at a rate of 4.0% per annum, which increased by 0.5% in April 2023, by another 1.0% in October 2023, and by 1.0% semi-annually thereafter up to a maximum of 8.0%. At the election of the Company, interest is to be paid in cash or by increasing the principal amount of the 2021 Notes by payment in kind (“PIK interest”). The Company has elected to pay PIK interest.
The 2021 Notes contain various conversion options upon the occurrence of certain events such as an IPO, change of control, or equity financing. In the event of an IPO or change of control, the 2021 Notes will convert into common stock at a price per share limited to the lesser of (i) a range of 75% to 80% of the applicable transaction price per share of common stock, upon execution of the underwriting agreement, and (ii) a cap price per share as defined in the note purchase agreement. In the event of an equity financing, the 2021 Notes will convert into the equity securities issued based on such equity securities’ price per share in such financing. If the
2021 Notes have not been converted or otherwise settled at maturity, the principal plus a premium of 25% becomes due and payable at maturity. The 2021 Notes are secured by substantially all of the Company’s assets.
On June 30, 2026, upon execution of the underwriting agreement in relation to the Company’s IPO, the aggregate outstanding principal and accrued PIK interest for the 2021 Notes of $546.5 million was converted into 27,326,950 shares of common stock at a conversion price of $20.00 per share.
2020 Notes
Between May and June 2020, the Company issued convertible secured promissory notes (the “2020 Notes”) in the aggregate principal amount of $170.0 million. Of the aggregate principal amount, $85.0 million was issued to Uber (the “2020 Uber Note”) and the remaining $85.0 million was issued to other investors (the “2020 Investor Notes”). The 2020 Notes accrue non-compounding interest at a fixed rate of 4.0% per annum and mature on May 7, 2027. Accrued interest either converts into common shares or becomes payable in accordance with the conversion and settlement options described below. If not earlier converted, the principal and accrued interest of the 2020 Notes becomes due and payable at the maturity date.
The holders of the 2020 Investor Notes also received warrants to acquire a total of 289,737 shares of common stock at an exercise price of $6.72 per share. The warrants have a term of seven years and may be exercised on a cashless basis at any time based on their fair market value at the time of conversion, in which event the Company will not receive any proceeds. The warrants were recorded as equity at their relative fair value of $0.8 million. The remaining $84.2 million of the proceeds received were allocated to the 2020 Investor Notes. See Note 10 – Warrants for more information.
At issuance, the total debt discount related to the 2020 Uber Note and 2020 Investor Notes was $0.4 million and $1.2 million, respectively. This amount is being amortized as additional interest expense over the term of the 2020 Notes using the effective interest rate method at an effective interest rate of 4.05%.
The 2020 Notes contain various conversion and settlement options: (i) conversion of the principal amount to Series 3 preferred stock (in the case of the 2020 Uber Note) or Series 2 preferred stock (in the case of the 2020 Investor Notes), with the accrued interest settled in cash or common stock at the Company’s election; or (ii) in the event of a change of control of the Company or IPO, the principal amount and accrued interest will, at the election of the holder, either become due and payable or convert into common stock. In May 2026, the 2020 Notes agreement was amended to automatically convert into common stock upon execution of the underwriting agreement related to the upcoming IPO. The conversion price of the 2020 Notes is $16.73 per share of common stock. The 2020 Notes are secured by substantially all of the Company’s assets.
On June 30, 2026, upon execution of the underwriting agreement in relation to the Company’s IPO, the aggregate outstanding principal and accrued interest for the 2020 Notes of $211.6 million, was converted into 12,648,586 shares of common stock at a conversion price of $16.73 per share. Under conversion accounting, the Company increases its equity at conversion by an amount equal to the carrying value of the convertible instrument, which was $211.4 million, net of unamortized debt issuance costs of $0.2 million.
Several of the holders of the 2021 Notes and 2020 Notes are related parties of the Company. See Note 13 – Related Party Transactions for more information.
Senior Secured Term Loan
In October 2023, the Company entered into a senior secured term loan with certain lenders (the “Senior Secured Term Loan”) with a principal amount of $115.0 million, an interest rate of 10.0% per annum and a maturity date of September 30, 2026, upon which the principal balance is due in full. The Company incurred debt issuance costs related to legal and underwriting fees of $2.2 million and was required to pay a closing fee of $2.3 million, all of which are being amortized to interest expense over the term of the loan.
The Company’s obligations under the Senior Secured Term Loan are backed by a guaranty from Uber, a related party of the Company. The Senior Secured Term Loan is secured by substantially all of the Company’s assets.
In July 2026, following the IPO, the Company repaid in full all amounts outstanding under the Senior Secured Term Loan.
The Senior Secured Term Loan agreement and the note purchase agreements for the 2021 Notes and 2020 Notes contain customary covenants restricting the Company and its subsidiaries’ ability to incur debt, incur liens, make investments, transfer assets and undergo certain fundamental changes, as well as certain financial covenants specified in the contractual agreement. As of June 30, 2026, the Company was in compliance with all covenants.
Aggregate debt maturities and expenses
As of June 30, 2026, future principal payments for the Company’s term loan were as follows (in thousands):
Convertible NotesTerm LoanTotal
2026 (remainder)— 115,000 115,000 
Total future principal payments$— $115,000 $115,000 
The following table presents interest expense recognized related to the term loan and 2020 Notes (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Contractual interest on term loan$2,867 $2,867 $5,703 $5,703 
Contractual interest on 2020 Notes1,716 1,700 3,416 3,400 
Amortization of debt discount and issuance costs439 437 878 873 
Total$5,022 $5,004 $9,997 $9,976