REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT	6 Months Ended
Jun. 30, 2026
Equity [Abstract]
REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT	REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHTS, AND SHARE PURCHASE AGREEMENT Redeemable Preferred Stock As of June 30, 2026, 1.6 million shares of Series B Convertible Non-Voting Preferred Stock (“Series B Preferred Stock) and 5.0 million shares of Series B-1 Convertible Non-Voting Preferred Stock (“Series B-1 Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”) were issued and outstanding. Each share of Series B Preferred Stock and Series B-1 Preferred Stock has a par value of $0.01 per share and a stated liquidation preference of $10.00 per share, for aggregate liquidation preferences of $16.0 million and $50.0 million, respectively. The Series B Preferred Stock and Series B-1 Preferred Stock were issued to certain funds and accounts managed by Encompass Capital Advisors, LLC (“Encompass”), a related party, pursuant to an Amended and Restated Stock Purchase Agreement (the “Encompass Stock Purchase Agreement”) and have a maturity date of December 23, 2027. The Encompass Stock Purchase Agreement contains customary representations and warranties and agreements of the Company and Encompass and customary indemnification rights and obligations of the parties. If not converted by the holder into the Company’s common stock, we are required to redeem the Series B Preferred Stock and Series B-1 Preferred Stock at maturity at $10.00 per share plus any accrued and unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock rank senior to the common stock but junior to all debt obligations of the Company and have a liquidation preference equal to $10.00 per share of Series B Preferred Stock and Series B-1 Preferred Stock plus accrued but unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock carry 6% cash dividends payable in arrears (i) on the dividend date 18 months after the issuance date and (ii) every six months after such dividend payment date. For the six months ended June 30, 2026, we recognized $2.0 million of accumulated and unpaid dividends on Series B Preferred Stock and Series B-1 Preferred Stock. Each share of Series B Preferred Stock and Series B-1 Preferred Stock is convertible, at the option of the holders. The conversion price for Series B Preferred Stock is $1.70 per share of common stock, while the conversion price for Series B-1 Preferred Stock is $1.90 per share if the 10-day average trading price of our common stock before the conversion date is $2.50 or higher, and $1.70 per share if the 10-day average trading price is below $2.50. Anti-Dilution Right In connection with the Trina Business Combination, and pursuant to the Transaction Agreement, we provided Trina Solar the right (“Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $1.70 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-Dilution Right was a freestanding financial instrument and classified it within Other long-term liabilities on our unaudited condensed consolidated balance sheets, initially recorded at fair value. The Anti-Dilution Right is subsequently revalued until anti-dilution shares are issued or when the Anti-Dilution Right expires on December 23, 2027, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment. In addition, in connection with the Trina Business Combination, we provided Trina Solar the right (the “Capital Raising Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar’s proportionate ownership of voting securities will be the same as before new voting securities are issued following certain capital raising transactions. The Capital Raising Anti-Dilution Right is exercisable no later than fifteen business days following written notice from the Company, after which the Company has certain rights to sell the voting securities not elected to be purchased by Trina Solar. In connection with the issuance by the Company of 21.5 million shares of common stock to Encompass on October 31, 2025 pursuant to the Encompass Stock Purchase Agreement, the Company provided notice of the Anti-Dilution Right to Trina Solar. Trina Solar notified the Company on November 25, 2025, that it chose to exercise the Anti-Dilution Right related to this issuance, and as a result subscribed to 4,274,704 shares of common stock at a subscription price of $1.70. As of December 31, 2025, the shares were not issued and the Company recognized a subscription receivable of $7.3 million based on the subscription price. On January 21, 2026, the shares were issued to Trina Solar in exchange for $7.3 million in cash. Share Purchase Agreement On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. We recognized the Share Purchase Agreement as a derivative liability on our unaudited condensed consolidated balance sheets and initially recorded it at fair value. The Share Purchase Agreement is subsequently revalued with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment. The Share Purchase Agreement derivative liabilities fair value adjustment recorded on the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025, was a loss of $0.8 million and $14.1 million, respectively. On September 10, 2025, the Company and the investor entered into a termination letter agreement (“Termination Letter”) pursuant to which the Share Purchase Agreement was terminated in exchange for $5.0 million and the issuance of 7.0 million Penny Warrants. Refer to Note 9 – Warrants for further discussion on the Penny Warrants.

As of June 30, 2026, 1.6 million shares of Series B Convertible Non-Voting Preferred Stock (“Series B Preferred Stock) and 5.0 million shares of Series B-1 Convertible Non-Voting Preferred Stock (“Series B-1 Preferred Stock” and, together with the Series B Preferred Stock, the “Preferred Stock”) were issued and outstanding. Each share of Series B Preferred Stock and Series B-1 Preferred Stock has a par value of $0.01 per share and a stated liquidation preference of $10.00 per share, for aggregate liquidation preferences of $16.0 million and $50.0 million, respectively.

The Series B Preferred Stock and Series B-1 Preferred Stock were issued to certain funds and accounts managed by Encompass Capital Advisors, LLC (“Encompass”), a related party, pursuant to an Amended and Restated Stock Purchase Agreement (the “Encompass Stock Purchase Agreement”) and have a maturity date of December 23, 2027. The Encompass Stock Purchase Agreement contains customary representations and warranties and agreements of the Company and Encompass and customary indemnification rights and obligations of the parties.

If not converted by the holder into the Company’s common stock, we are required to redeem the Series B Preferred Stock and Series B-1 Preferred Stock at maturity at $10.00 per share plus any accrued and unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock rank senior to the common stock but junior to all debt obligations of the Company and have a liquidation preference equal to $10.00 per share of Series B Preferred Stock and Series B-1 Preferred Stock plus accrued but unpaid dividends. The Series B Preferred Stock and Series B-1 Preferred Stock carry 6% cash dividends payable in arrears (i) on the dividend date 18 months after the issuance date and (ii) every six months after such dividend payment date. For the six months ended June 30, 2026, we recognized $2.0 million of accumulated and unpaid dividends on Series B Preferred Stock and Series B-1 Preferred Stock.

Each share of Series B Preferred Stock and Series B-1 Preferred Stock is convertible, at the option of the holders. The conversion price for Series B Preferred Stock is $1.70 per share of common stock, while the conversion price for Series B-1 Preferred Stock is $1.90 per share if the 10-day average trading price of our common stock before the conversion date is $2.50 or higher, and $1.70 per share if the 10-day average trading price is below $2.50.

In connection with the Trina Business Combination, and pursuant to the Transaction Agreement, we provided Trina Solar the right (“Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $1.70 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-Dilution Right was a freestanding financial instrument and classified it within Other long-term liabilities on our unaudited condensed consolidated balance sheets, initially recorded at fair value. The Anti-Dilution Right is subsequently revalued until anti-dilution shares are issued or when the Anti-Dilution Right expires on December 23, 2027, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.

In addition, in connection with the Trina Business Combination, we provided Trina Solar the right (the “Capital Raising Anti-Dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar’s proportionate ownership of voting securities will be the same as before new voting securities are issued following certain capital raising transactions. The Capital Raising Anti-Dilution Right is exercisable no later than fifteen business days following written notice from the Company, after which the Company has certain rights to sell the voting securities not elected to be purchased by Trina Solar.

In connection with the issuance by the Company of 21.5 million shares of common stock to Encompass on October 31, 2025 pursuant to the Encompass Stock Purchase Agreement, the Company provided notice of the Anti-Dilution Right to Trina Solar. Trina Solar notified the Company on November 25, 2025, that it chose to exercise the Anti-Dilution Right related to this issuance, and as a result subscribed to 4,274,704 shares of common stock at a subscription price of $1.70. As of December 31, 2025, the shares were not issued and the Company recognized a subscription receivable of $7.3 million based on the subscription price. On January 21, 2026, the shares were issued to Trina Solar in exchange for $7.3 million in cash.

On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. We recognized the Share Purchase Agreement as a derivative liability on our unaudited condensed consolidated balance sheets and initially recorded it at fair value. The Share Purchase Agreement is subsequently revalued with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment. The Share Purchase Agreement derivative liabilities fair value adjustment recorded on the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025, was a loss of $0.8 million and $14.1 million, respectively.