SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On June 2, 2026, we entered into a definitive agreement to acquire KORE Power, Inc., an established engineering-focused Battery Energy Storage Systems (BESS) and software solutions provider (“KORE”). This transaction closed on July 1, 2026. The purchase enterprise value for the transaction consists of approximately $32.0 million of equity, cash, and assumption of debt, including approximately $9.6 million of closing consideration to be paid in common stock of the Company (subject to certain purchase price adjustments). The approximate closing consideration was initially calculated on June 2, 2026 and assumed (a) $13.1 million of debt to be settled at or prior to closing and (b) $4.5 million of a pre-existing note receivable KORE owed to the Company. Subsequently, we lent an additional $4.1 million to KORE, prior to closing. Therefore, at closing, the note receivable from KORE to the Company was $8.6 million. The transaction also includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock of the Company, subject to certain performance metrics, plus a potential $5.5 million paid in common stock of the Company if a certain receivable has been paid to KORE by the payment date for the 2026 earn-out amount (regardless of if the 2026 earn-out is payable). Due to the proximity of the acquisition date and our filing of this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, the initial accounting for the business combination is incomplete. Accordingly, we are unable to disclose the allocation of purchase consideration amount to the assets acquired and liabilities assumed. On July 9, 2026, our Public and Private Warrants expired. On July 10, 2026, the New York Stock Exchange filed a Form 25 to delist the Company's warrants ("TE WS") and remove such securities from registration under Section 12(b) of the Exchange Act. On July 27, 2026, T1 G1 Dallas Solar Module LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into that certain Waiver, Consent and Amendment No. 8 to Credit Agreement (the “Eighth Amendment”), by and among the Borrower, the lenders party thereto and HSBC Bank USA, N.A., as administrative and collateral agent, which amends that the Credit Agreement. The Eighth Amendment, among other things, (i) amends the Credit Agreement to modify or remove certain requirements relating to Trina Solar Energy Development Pte. Ltd’s (“TED”) (x) ownership of the Company’s common stock and (y) maintenance of directors appointed by TED on the Company’s board of directors and (ii) provide certain waivers and consents by the requisite lenders relating to the foregoing. The Eighth Amendment became effective upon the closing of the offering of the Company’s 4.75% Convertible Notes due 2031 (as defined herein). On July 28, 2026 we acquired certain solar patents and other intellectual property rights from Evervolt Green Energy Holding Pte Ltd. (“Evervolt”) for total consideration of $135.0 million. We paid $2.0 million on July 27, 2026 in cash and the remaining purchase price is paid or payable by the Company in four tranches: (i) $60.0 million, which was paid in shares of common stock of the Company on July 31, 2026; (ii) $25.0 million, payable on September 30, 2026; (iii) $30.0 million, payable on October 15, 2026; and (iv) $18.0 million, payable on October 30, 2026. Each of the remaining tranches are payable, at the Company’s election, (a) in cash, (b) by the issuance of our common stock, pursuant to the terms of the agreement with Evervolt, or by a mutually agreed-to ratio of (a) and (b). On July 31, 2026, we completed a private placement of $120.0 million aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due 2031 (the “4.75% Convertible Notes due 2031”) to certain qualified institutional buyers. The 4.75% Convertible Notes due 2031 are senior unsecured obligations of the Company and bear interest of 4.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The 4.75% Convertible Notes due 2031 will mature on August 1, 2031, unless earlier repurchased, redeemed or converted.
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