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| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 12. Debt The carrying value of the Company’s non-current debt was as follows for the periods presented:
As of July 31, 2026, future principal payments for the Company’s long-term debt are as follows:
Paycheck Protection Program Loan During the year ended January 31, 2021, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $4.9 million. During the year ended January 31, 2022, the Small Business Administration claimed that the Company did not qualify for forgiveness for $1.0 million of the PPP loan. In September 2024, the Company agreed on a payment plan with the SBA to pay the loan in 180 equal monthly installments starting September 25, 2024. As of July 31, 2026, the balance for the PPP loan continued to be reflected as a liability on the condensed consolidated balance sheet. The effective interest rate of the PPP loan was 0.0% during the six months ended July 31, 2026 and 2025. Senior Secured Promissory Notes On April 23, 2024, the Company entered into a promissory note purchase agreement (the “Note Purchase Agreement”) authorizing the issuance of up to an aggregate principal amount of $70.0 million in Senior Secured Promissory Notes. The Company issued $60.7 million of Senior Secured Promissory Notes to the Purchasers, including related parties, during the year ended January 31, 2025. There were no issuances during the three or six months ended July 31, 2026. The Senior Secured Promissory Notes issued to one of the Purchasers are personally guaranteed by the Company's principal stockholders, Scott and Theresa Beck. For more information on related party debt refer to Note 16, Related Party Transactions. The Senior Secured Promissory Notes bear interest at a variable rate equal to the higher of 1-Month secured overnight financing rate (“ or 1.0%, plus 8.0% per annum. Interest is payable quarterly in arrears, comprising 8.0% cash interest and the remainder as payment-in-kind (“PIK Interest”). If an event of default occurs (as defined in the Note Purchase Agreement) and the Purchaser elects to continue holding the Senior Secured Promissory Notes, the notes will automatically bear interest at a rate that is 5.0% per annum higher than the rate otherwise applicable. As additional consideration to the Purchasers, the Company issued each Purchaser warrants to purchase Series A preferred units at an exercise price of $18.00 per unit (the “Warrants”). Initially, the Warrants were classified as non-current liabilities, recorded at fair value, and remeasured as of each reporting period with changes in fair value recognized in the consolidated statement of operations. As further discussed below, on June 23, 2025, the Company settled a portion of the Warrants liability, $3.9 million, in connection with the extinguishment of the majority of the Senior Secured Promissory Notes. Additionally, on November 19, 2025, the Company reclassified the remaining Warrants liability, $0.7 million, to stockholders’ equity following amendments to the Warrants’ agreements in connection with the Corporate Reorganization. Refer to Note 7, Fair Value Measurements, included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for additional information regarding the remeasurement of the Warrants prior to their reclassification.
The Senior Secured Promissory Notes contain embedded features that are required to be bifurcated and accounted for separately as a derivative liability under ASC 815. These include contingent put and contingent interest features that are not clearly and closely related to the debt host. The bifurcated derivative liability is recorded at fair value, with changes in fair value recognized in earnings. The Company assesses the fair value of the derivative liability at each reporting date until modification or extinguishment of the debt host’s contract. Refer to Note 6, Fair Value Measurements, for additional information regarding the Company’s recurring adjustments to the fair value of the embedded derivative liability of the Senior Secured Promissory Notes.
On June 23, 2025, the Company entered into an amended and restated note purchase agreement (“Amended NPA”) and provided Purchasers with the option to exchange their existing Senior Secured Promissory Notes for senior secured convertible notes under the Amended NPA (the “Senior Secured Convertible Notes”). In comparison to the original agreement, the Amended NPA (1) increased the aggregate principal capacity to $130.0 million; (2) revised certain default covenants; (3) introduced a new mandatory conversion feature that automatically converts the Senior Secured Convertible Notes into common stock at a per share conversion price equal to the lesser of (i) 80% of the public offering price of a qualified Initial Public Offering (“IPO”) or (ii) $30.00; and (4) cancelled the Warrants for all holders exchanging their Senior Secured Promissory Notes for Senior Secured Convertible Notes. Purchasers that elected not to participate in the Senior Secured Convertible Notes maintained their Warrants with no modifications to their terms. As part of the Amended NPA, all but two Purchasers participated in the exchange of Senior Secured Promissory Notes for Senior Secured Convertible Notes, exchanging $50.6 million of outstanding principal and canceling $3.9 million of Warrants. Two Warrants to acquire 199,999 Series A preferred units remained outstanding immediately following such exchange. The Company recorded the newly issued Senior Secured Convertible Notes at fair value, $58.5 million (including the embedded derivative liability), due to it exceeding the carrying amount of the exchanged Senior Secured Promissory Notes. The exchange was accounted for as a debt extinguishment in accordance with ASC 480, resulting in a net loss on extinguishment of debt of $7.5 million presented in Loss on extinguishment of debt in the condensed consolidated statement of operations, and consisted of a gain on extinguishment of Warrants and a loss related to the additional value conveyed to the Purchasers in the exchange.
In conjunction with the closing of the Company’s IPO, the Senior Secured Convertible Notes automatically converted into 22,363,700 shares of Class B common stock at a conversion price equal to 80% of the IPO price, or $6.40 per share. On November 19, 2025, as part of the Corporate Reorganization, the outstanding Warrant agreements were amended to be exercisable for an aggregate of 199,999 shares of Class B common stock rather than Series A preferred units. As a result of this modification, the Company determined that the Warrants met the criteria for equity classification and reclassified the Warrants’ liability at its approximate fair value, $0.7 million, from liabilities to stockholders’ equity. The modification did not result in a material gain or loss upon reclassification.
During the three months ended July 31, 2026 and 2025, total interest expense related to the Senior Secured Promissory Notes was $0.5 million and $1.9 million, respectively, including $0.3 million and $0.8 million of coupon interest; $0.1 million and $0.5 million of PIK Interest, and $0.1 million and $0.6 million of amortization of debt discounts and issuance costs, respectively. During the six months ended July 31, 2026 and 2025, total interest expense related to the Senior Secured Promissory Notes was $1.0 million and $4.4 million, respectively, including $0.5 million and $2.1 million of coupon interest; $0.2 million and $1.1 million of PIK interest, and $0.2 million and $1.2 million of amortization of debt discounts and issuance costs, respectively. The effective interest rate of the notes was 15.2% and 15.8% as of July 31, 2026 and January 31, 2026, respectively. As of July 31, 2026, a total principal balance of $13.2 million, inclusive of PIK Interest remained outstanding to two Purchasers. As of July 31, 2026 and January 31, 2026, the fair value of the Senior Secured Promissory Notes was $12.3 million and $11.6 million, respectively. The estimated fair value, which the Company deems a Level 3 measurement, was determined by management based on an independent third-party valuation report. Midwestern Promissory Notes On January 3, 2025, the Company issued three promissory notes (the “Midwestern Notes”) as partial consideration for its investment in Midwestern. The Midwestern Notes, which are prepayable at any time by the Company without penalty, consist of (1) a $2.4 million note bearing interest at 4.8%, issued to Mr. Johnson, (2) a $6.5 million note bearing interest at 3.1%, issued to Flourish Holdings, Inc., and (3) a $3.2 million note bearing interest at 5.0%, to Flourish Holdings, Inc. The Company is required to make monthly principal and interest payments on each of the notes. In the event the notes are not paid upon maturity, the obligations under the Midwestern Notes will automatically bear interest at a rate equal to an additional 5.0% per annum over the rate otherwise applicable. Refer to Note 16, Related Party Transactions, for additional information. As of July 31, 2026, the estimated fair value of the Midwestern Notes was $5.4 million. The estimated fair value of the notes, which the Company deems a Level 3 measurement, was determined based on an independent third-party valuation report. Total interest expense was not material for the three months ended July 31, 2026. Total interest expense was $0.1 million for the six months ended July 31, 2026. Total interest expense was $0.1 million and $0.2 million for the three and six months ended July 31, 2025, respectively. The weighted-average effective interest rate of the Midwestern Notes was 3.8% as of both July 31, 2026 and January 31, 2026. Igniter Promissory Note On August 29, 2025, the Company issued the promissory note (the “Igniter Promissory Note”) with related parties and affiliates as partial consideration for the acquisition of Creative Group, LLC and its wholly-owned subsidiaries (the “Igniter Group”). The Igniter Promissory Note, which is prepayable at any time by the Company without penalty, totaled $6.6 million and bears interest at a fixed annual rate of 6.0%. The Company is required to make quarterly principal and interest payments on the note. In the event of default, all obligations immediately become due. Refer to Note 16, Related Party Transactions, for additional information. The effective interest rate of the Igniter Promissory Note was 10.4%, as of both July 31, 2026 and January 31, 2026. As of July 31, 2026, the estimated fair value of the Igniter Promissory Note was $5.0 million. The estimated fair value of the note, which the Company deems a Level 3 measurement, was determined based on an independent third-party valuation report. Total interest expense was $0.1 million and $0.3 million for the three and six months ended July 31, 2026, respectively. EMD Promissory Note As part of the consideration for the EMD Acquisition, the Company issued a promissory note to the seller in the EMD Acquisition (the “EMD Promissory Note”). The EMD Promissory Note had a principal balance of $3.8 million which bears interest at a fixed annual rate of 5.5% and is scheduled to mature on April 30, 2029. The Company is required to make quarterly principal and interest payments on the note. Total interest expense was $0.1 million for the three and six months ended July 31, 2026, respectively. |
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