Fair Value Measurements (Tables)
|
6 Months Ended |
Jun. 28, 2026 |
|---|
| Fair Value Measurements [Abstract] |
|
| Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis |
The following table sets forth the Company’s
financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):
| | |
As of June 28, 2026 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Financial Assets | |
| | |
| | |
| | |
| |
| Restricted cash | |
$ | 1,134 | | |
$ | — | | |
$ | — | | |
$ | 1,134 | |
| Total | |
$ | 1,134 | | |
$ | — | | |
$ | — | | |
$ | 1,134 | |
| Financial Liabilities | |
| | | |
| | | |
| | | |
| | |
| July 2024 Notes derivative liability (1) | |
$ | — | | |
$ | — | | |
$ | 5,905 | | |
$ | 5,905 | |
| July 2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 3,800 | | |
| 3,800 | |
| September 2024 Notes derivative liability (1) | |
| — | | |
| — | | |
| 6,261 | | |
| 6,261 | |
| September 2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 1,667 | | |
| 1,667 | |
| July 2025 Note derivative liability– related party (1) | |
| — | | |
| — | | |
| 981 | | |
| 981 | |
| September 2025 Notes derivative liability (1) | |
| — | | |
| — | | |
| 4,380 | | |
| 4,380 | |
| November 2025 Note derivative liability – related party (1) | |
| — | | |
| — | | |
| 450 | | |
| 450 | |
| January 2026 Note derivative liability – related party | |
| — | | |
| — | | |
| 622 | | |
| 622 | |
| $1.9 Million Note | |
| — | | |
| — | | |
| 1,325 | | |
| 1,325 | |
| March 2026 Bridge Note | |
| — | | |
| — | | |
| 2,209 | | |
| 2,209 | |
| May 2026 Note derivative liability (1) | |
| — | | |
| — | | |
| 1,163 | | |
| 1,163 | |
| Forward purchase agreement liabilities | |
| — | | |
| — | | |
| 9,274 | | |
| 9,274 | |
| Private placement warrants | |
| — | | |
| — | | |
| 878 | | |
| 878 | |
| Working capital warrants | |
| — | | |
| — | | |
| 100 | | |
| 100 | |
| Public warrants | |
| 1,208 | | |
| — | | |
| — | | |
| 1,208 | |
| Deferred Cobalt Consideration Shares | |
| — | | |
| — | | |
| 6,539 | | |
| 6,539 | |
| Deferred Ambia Consideration Shares | |
| — | | |
| — | | |
| 7,882 | | |
| 7,882 | |
| Total | |
$ | 1,208 | | |
$ | — | | |
$ | 53,436 | | |
$ | 54,644 | |
| | |
As of December 28, 2025 | |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| Financial Assets | |
| | |
| | |
| | |
| |
| Restricted cash | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Total | |
$ | 3,841 | | |
$ | — | | |
$ | — | | |
$ | 3,841 | |
| Financial Liabilities | |
| | | |
| | | |
| | | |
| | |
| July 2024 Notes derivative liability (1) | |
$ | — | | |
$ | — | | |
$ | 19,604 | | |
$ | 19,604 | |
| July 2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 12,615 | | |
| 12,615 | |
| September 2024 Notes derivative liability (1) | |
| — | | |
| — | | |
| 37,930 | | |
| 37,930 | |
| September 2024 Notes derivative liability – related parties (1) | |
| — | | |
| — | | |
| 5,870 | | |
| 5,870 | |
| July 2025 Note derivative liability– related party (1) | |
| — | | |
| — | | |
| 3,246 | | |
| 3,246 | |
| September 2025 Notes derivative liability (1) | |
| — | | |
| — | | |
| 14,756 | | |
| 14,756 | |
| November 2025 Note derivative liability – related party (1) | |
| — | | |
| — | | |
| 1,488 | | |
| 1,488 | |
| Forward purchase agreement liabilities | |
| — | | |
| — | | |
| 3,965 | | |
| 3,965 | |
| SAFE Agreement with related party | |
| — | | |
| — | | |
| 535 | | |
| 535 | |
| Private placement warrants | |
| — | | |
| — | | |
| 1,692 | | |
| 1,692 | |
| Working capital warrants | |
| — | | |
| — | | |
| 194 | | |
| 194 | |
| Public warrants | |
| 2,475 | | |
| — | | |
| — | | |
| 2,475 | |
| Deferred Sunder Consideration Shares | |
| 10,840 | | |
| — | | |
| — | | |
| 10,840 | |
| Deferred Ambia Consideration Shares | |
| — | | |
| — | | |
| 16,879 | | |
| 16,879 | |
| Total | |
$ | 13,315 | | |
$ | — | | |
$ | 118,774 | | |
$ | 132,089 | |
| (1) | The derivative liabilities are associated with the Company’s outstanding senior unsecured convertible notes with stated interest rates of 7.0% (the “September 2024 Notes” and “September 2025 Notes”) and 12.0% (the “July 2024 Notes”, “July 2025 Note”, “November 2025 Note” and “January 2026 Note”), and outstanding senior secured convertible notes with stated interest rates of 10.0% (the “May 2026 Note”) all of which are defined in Note 9 – Borrowings and Derivative Liabilities. |
|
| Schedule of Liabilities by Class and Categorized Within Level 3 Under the Fair Value Hierarchy |
The reconciliation of liabilities by class and
categorized within Level 3 under the fair value hierarchy is as follows for the thirteen week periods ended June 28, 2026 and June 29,
2025 (in thousands):
| |
|
|
|
|
Thirteen Weeks Ended June 28, 2026 |
|
| |
|
Derivative
liabilities |
|
|
Convertible
debt at fair
value |
|
|
Forward
purchase
agreements |
|
|
SAFE
Agreements |
|
|
Warrant
liabilities |
|
|
Deferred
Consideration
Shares |
|
|
Total |
|
| Balance as of March 29, 2026 |
|
$ |
69,315 |
|
|
$ |
11,030 |
|
|
$ |
5,107 |
|
|
$ |
579 |
|
|
$ |
1,676 |
|
|
$ |
20,267 |
|
|
$ |
107,974 |
|
| Additions |
|
|
2,018 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,018 |
|
| Conversions |
|
|
(492 |
) |
|
|
(7,828 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,320 |
) |
| Extinguishments |
|
|
(7,842) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,842) |
|
| Net (gain) loss recognized within Other non-operating income, net in the consolidated statement of operations |
|
|
(37,770 |
) |
|
|
332 |
|
|
|
4,167 |
|
|
|
(579 |
) |
|
|
(698 |
) |
|
|
(5,846 |
) |
|
|
(40,394 |
) |
| Balance as of June 28, 2026 |
|
$ |
25,229 |
|
|
$ |
3,534 |
|
|
$ |
9,274 |
|
|
$ |
0 |
|
|
$ |
978 |
|
|
$ |
14,421 |
|
|
$ |
53,436 |
|
| | |
Thirteen
Weeks Ended June 29, 2025 | |
| | |
Derivative
liabilities | | |
Forward
purchase
agreements | | |
SAFE
Agreements | | |
Warrant
liabilities | | |
Total | |
| Balance
as of March 30, 2025 | |
$ | 81,995 | | |
$ | 3,226 | | |
$ | 404 | | |
$ | 1,187 | | |
$ | 86,812 | |
| Additions | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Conversions | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Net
(gain) loss recognized within Other non-operating income, net in the consolidated statement of operations | |
| 11,452 | | |
| (1,344 | ) | |
| 14 | | |
| 873 | | |
| 10,995 | |
| Balance
as of June 29, 2025 | |
$ | 93,447 | | |
$ | 1,882 | | |
$ | 418 | | |
$ | 2,060 | | |
$ | 97,807 | |
The reconciliation of liabilities by class and categorized within Level
3 under the fair value hierarchy is as follows for the twenty-six week periods ended June 28, 2026 and June 29, 2025 (in thousands):
| |
|
Twenty-Six Weeks Ended June 28, 2026 |
|
| |
|
Derivative
liabilities |
|
|
Convertible
debt at fair
value |
|
|
Forward
purchase
agreements |
|
|
SAFE
Agreements |
|
|
Warrant
liabilities |
|
|
Deferred
Consideration
Shares |
|
|
Total |
|
| Balance as of December 28, 2025 |
|
$ |
95,509 |
|
|
$ |
— |
|
|
$ |
3,965 |
|
|
$ |
535 |
|
|
$ |
1,886 |
|
|
$ |
16,879 |
|
|
$ |
118,774 |
|
| Additions |
|
|
4,315 |
|
|
|
10,710 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,331 |
|
|
|
21,356 |
|
| Conversions |
|
|
(2,375 |
) |
|
|
(7,828 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,203 |
) |
| Extinguishments |
|
|
(7,842) |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,842) |
|
| Net (gain) loss recognized within Other non-operating income, net in the consolidated statement of operations |
|
|
(64,378 |
) |
|
|
652 |
|
|
|
5,309 |
|
|
|
(535 |
) |
|
|
(908 |
) |
|
|
(8,789 |
) |
|
|
(68,649 |
) |
| Balance as of June 28, 2026 |
|
$ |
25,229 |
|
|
$ |
3,534 |
|
|
$ |
9,274 |
|
|
$ |
0 |
|
|
$ |
978 |
|
|
$ |
14,421 |
|
|
$ |
53,436 |
|
| | |
Twenty-Six Weeks Ended June 29, 2025 | |
| | |
Derivative
liabilities | | |
Forward
purchase
agreements | | |
SAFE
Agreements | | |
Warrant
liabilities | | |
Total | |
| Balance as of December 29, 2024 | |
$ | 97,122 | | |
$ | 3,494 | | |
$ | 384 | | |
$ | 699 | | |
$ | 101,699 | |
| Additions | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Conversions | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Net (gain) loss recognized within Other non-operating income, net in the consolidated statement of operations | |
| (3,675 | ) | |
| (1,612 | ) | |
| 34 | | |
| 1,361 | | |
| (3,892 | ) |
| Balance as of June 29, 2025 | |
$ | 93,447 | | |
$ | 1,882 | | |
$ | 418 | | |
$ | 2,060 | | |
$ | 97,807 | |
|
| Schedule of Derivative Liabilities |
The assumptions used to value the derivative liabilities
as of June 28, 2026 were as follows:
| | |
12.0% Senior Unsecured Convertible Notes | | |
7.0% Senior Unsecured Convertible Notes | | |
10.0% Senior
Secured
Convertible Note | |
| | |
July 2024 Notes(1) | | |
July 2025 Note | | |
November 2025 Note | | |
January 2026 Note | | |
September 2024 Notes(1) | | |
September 2025 Notes(1) | | |
May 2026
Note | |
| Coupon rate | |
| 12.0 | % | |
| 12.0 | % | |
| 12.0 | % | |
| 12.0 | % | |
| 7.0 | % | |
| 7.0 | % | |
| 10.0 | % |
| Initial conversion rate | |
| 595.24 | | |
| 558.66 | | |
| 626.96 | | |
| 540.54 | | |
| 467.84 | | |
| 467.84 | | |
| 610.31 | |
| Initial conversion price | |
$ | 1.68 | | |
$ | 1.79 | | |
$ | 1.60 | | |
$ | 1.85 | | |
$ | 2.14 | | |
$ | 2.14 | | |
$ | 1.64 | |
| Common stock price | |
$ | 0.63 | | |
$ | 0.63 | | |
$ | 0.63 | | |
$ | 0.63 | | |
$ | 0.63 | | |
$ | 0.63 | | |
$ | 0.63 | |
| Risk-free interest rate | |
| 4.09 | % | |
| 4.09 | % | |
| 4.09 | % | |
| 4.09 | % | |
| 4.09 | % | |
| 4.09 | % | |
| 4.09 | % |
| Volatility | |
| 98.0 | % | |
| 98.4 | % | |
| 97.7 | % | |
| 98.6 | % | |
| 99.5 | % | |
| 99.5 | % | |
| 100.4 | % |
| Dividend yield | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % |
| | |
12.0% Senior Unsecured
Convertible Notes | | |
7.0% Senior Unsecured
Convertible Notes | |
| | |
July
2024
Notes(1) | | |
July
2025
Note | | |
November
2025
Note | | |
September
2024
Notes(1) | | |
September
2025
Notes(1) | |
| Coupon rate | |
| 12.0 | % | |
| 12.0 | % | |
| 12.0 | % | |
| 7.0 | % | |
| 7.0 | % |
| Initial conversion rate | |
| 595.24 | | |
| 558.66 | | |
| 626.96 | | |
| 467.84 | | |
| 467.84 | |
| Initial conversion price | |
$ | 1.68 | | |
$ | 1.79 | | |
$ | 1.60 | | |
$ | 2.14 | | |
$ | 2.14 | |
| Common stock price | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | | |
$ | 1.62 | |
| Risk-free interest rate | |
| 3.6 | % | |
| 3.6 | % | |
| 3.6 | % | |
| 3.58 | % | |
| 3.58 | % |
| Volatility | |
| 82.2 | % | |
| 83.2 | % | |
| 81.3 | % | |
| 85.6 | % | |
| 85.6 | % |
| Dividend yield | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % | |
| 0.00 | % |
| (1) | The conversion option is derived based upon the above assumptions plus a make-whole provision which is based upon changes in the Company’s stock price and the conversion date. |
|
| Schedule of Key Inputs for the Simulation Include Stock Price |
The key inputs for the simulation include stock
price, simulation period and volatility of the Company’s common stock and were as follows as of June 28, 2026:
| | |
$1.9 Million
Note | | |
March
2026
Bridge
Note | |
| VWAP stock price | |
$ | 0.62 | | |
$ | 0.62 | |
| Simulation period | |
| 0.58 years | | |
| 0.69 years | |
| Risk-free rate | |
| 3.94 | % | |
| 3.94 | % |
| Volatility | |
| 70.0 | % | |
| 74.4 | % |
| Credit risk-adjusted rate | |
| 60.4 | % | |
| 76.0 | % |
The Company valued the private placement and working
capital warrants, based on a binomial lattice model, which included the following inputs:
| | |
As of | |
| | |
June 28, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| Expected term | |
| 2.06 years | | |
| 2.56 years | |
| Stock price | |
$ | 0.63 | | |
$ | 1.62 | |
| Exercise price | |
$ | 11.50 | | |
$ | 11.50 | |
| Expected volatility | |
| 585.0 | % | |
| 179.0 | % |
| Risk-free rate | |
| 4.07 | % | |
| 3.50 | % |
| Expected dividend yield | |
| 0.00 | % | |
| 0.00 | % |
FPAs are measured at fair value on a recurring
basis using a Monte Carlo simulation analysis based upon the following inputs:
| | |
As of | |
| | |
June 28, | | |
December 28, | |
| | |
2026 | | |
2025 | |
| VWAP stock price | |
$ | 0.62 | | |
$ | 1.66 | |
| Simulation period | |
| 0.05 years | | |
| 0.55 years | |
| Risk-free rate | |
| 3.70 | % | |
| 3.57 | % |
| Volatility | |
| 34.4 | % | |
| 77.3 | % |
|
| Schedule of Financial Liabilities that are not Measured at Fair Value |
The following tables
set forth the Company’s financial liabilities that are not measured at fair value and are considered a Level 3 instrument in the
fair value hierarchy (in thousands):
| | |
As of June 28, 2026 | |
| | |
Principal
amount (1) | | |
Unamortized
debt
discount
and debt
issuance
costs | | |
Net
carrying
amount
excluding
capitalized
interest (1) | | |
Fair value | |
| 12.0% senior unsecured convertible notes | |
| | |
| | |
| | |
| |
| July 2024 Notes | |
$ | 27,973 | | |
$ | (5,403 | ) | |
$ | 22,570 | | |
$ | 19,384 | |
| July 2024 Notes – related parties | |
| 18,000 | | |
| (9,725 | ) | |
| 8,275 | | |
| 12,473 | |
| Subtotal July 2024 Notes | |
| 45,973 | | |
| (15,128 | ) | |
| 30,845 | | |
| 31,857 | |
| July 2025 Note – related party | |
| 5,000 | | |
| (3,406 | ) | |
| 1,594 | | |
| 3,391 | |
| November 2025 Note – related party | |
| 2,000 | | |
| (1,454 | ) | |
| 546 | | |
| 1,413 | |
| January 2026 Note – related party | |
| 3,300 | | |
| (2,206 | ) | |
| 1,094 | | |
| 2,213 | |
| | |
| | | |
| | | |
| | | |
| | |
| 7.0% senior unsecured convertible notes | |
| | | |
| | | |
| | | |
| | |
| September 2024 Notes | |
| 38,293 | | |
| (25,230 | ) | |
| 13,063 | | |
| 21,026 | |
| September 2024 Notes – related parties | |
| 8,000 | | |
| (4,857 | ) | |
| 3,143 | | |
| 3,131 | |
| Subtotal September 2024 Notes | |
| 46,293 | | |
| (30,087 | ) | |
| 16,206 | | |
| 24,157 | |
| September 2025 Notes | |
| 16,000 | | |
| (11,007 | ) | |
| 4,993 | | |
| 12,851 | |
| | |
| | | |
| | | |
| | | |
| | |
| 10.0% senior convertible notes | |
| | | |
| | | |
| | | |
| | |
| April 2026 Notes | |
| 25,000 | | |
| (7,880 | ) | |
| 17,120 | | |
| 16,752 | |
| April 2026 Notes – related parties | |
| 16,000 | | |
| (2,739 | ) | |
| 13,261 | | |
| 10,722 | |
| Subtotal April 2026 Notes | |
| 41,000 | | |
| (10,619 | ) | |
| 30,381 | | |
| 27,474 | |
| May 2026 Note | |
| 5,000 | | |
| (1,969 | ) | |
| 3,031 | | |
| 3,315 | |
| Total | |
$ | 164,566 | | |
$ | (75,876 | ) | |
$ | 88,690 | | |
$ | 106,671 | |
| | |
As of December 28, 2025 | |
| | |
Principal
amount (1) | | |
Unamortized
debt
discount
and debt
issuance
costs | | |
Net
carrying
amount
excluding
capitalized
interest (1) | | |
Fair value | |
| 12.0% senior unsecured convertible notes | |
| | |
| | |
| | |
| |
| July 2024 Notes | |
$ | 27,973 | | |
$ | (5,832 | ) | |
$ | 22,141 | | |
$ | 33,165 | |
| July 2024 Notes – related parties | |
| 18,000 | | |
| (10,369 | ) | |
| 7,631 | | |
| 21,204 | |
| Subtotal July 2024 Notes | |
| 45,973 | | |
| (16,201 | ) | |
| 29,772 | | |
| 54,369 | |
| July 2025 Note – related party | |
| 5,000 | | |
| (3,557 | ) | |
| 1,443 | | |
| 5,641 | |
| November 2025 Note – related party | |
| 2,000 | | |
| (1,509 | ) | |
| 491 | | |
| 2,360 | |
| | |
| | | |
| | | |
| | | |
| | |
| 7.0% senior unsecured convertible notes | |
| | | |
| | | |
| | | |
| | |
| September 2024 Notes | |
| 56,543 | | |
| (42,211 | ) | |
| 14,332 | | |
| 59,425 | |
| September 2024 Notes – related parties | |
| 8,750 | | |
| (6,404 | ) | |
| 2,346 | | |
| 8,880 | |
| Subtotal September 2024 Notes | |
| 65,293 | | |
| (48,615 | ) | |
| 16,678 | | |
| 68,305 | |
| September 2025 Notes | |
| 22,000 | | |
| (18,646 | ) | |
| 3,354 | | |
| 24,227 | |
| Total | |
$ | 140,266 | | |
$ | (88,528 | ) | |
$ | 51,738 | | |
$ | 154,902 | |
| (1) | Excludes capitalized interest (coupon interest, default interest and failure to file interest) of $9.6 million and $10.8 million as of June 28, 2026, and December 28, 2025, respectively, included in the July 2024 Notes. |
|