Borrowings | Borrowings The Company’s debt obligations consist of the following: September 30, 2024 December 31, 2023 Maturity Date Principal Outstanding Carrying Value* Principal Outstanding Carrying Value* 2021 Convertible Note Payable June 2026 $ 119,289 $ 103,469 $ 115,815 $ 94,386 Delayed Draw Term Loan June 2029 108,626 46,099 — — AFG Convertible Notes June 2026 19,738 34,598 17,429 18,139 Notes payable - related party 247,653 184,167 133,244 112,525 Senior Secured Term Loan March 2026 — — 100,000 85,624 Equipment financing facility April 2026 3,266 3,262 5,718 5,710 Total borrowings 250,919 187,429 238,962 203,859 Current portion 2,536 2,536 3,332 3,332 Total borrowings, non-current $ 248,383 $ 184,893 $ 235,630 $ 200,527 * Carrying value includes unamortized deferred financing costs, unamortized discounts and fair value of embedded derivative liabilities, except for the Delayed Draw Term Loan, which is carried at fair value. Delayed Draw Term Loan (“DDTL”) As discussed in Note 3, Credit and Securities Purchase Transaction , the Company borrowed an Initial Draw of $75,000, and received $$71,250, net of the 5.0% original issue discount from Delayed Draw Term Loan facility on June 21, 2024. On August 29, 2024, the Company met the first tranche milestones and submitted a borrowing request under the Credit Agreement for the scheduled $30,000, and received $28,500, net of the 5.0% original issue discount. The remaining two tranches may be drawn in the amounts of $65,000 and $40,500 on October 31, 2024, and January 31, 2025, respectively, upon the Company’s achievement of certain applicable funding milestones. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction. Borrowings under the Credit Agreement bear interest at an annual rate equal to 15.0% per annum, subject to the following increases: (i) an additional 5.0% per annum upon the occurrence of an event of default under the Credit Agreement; and (ii) an additional 1.0% - 5.0% per annum for failure to obtain stockholder approval within 90 to 240 days following the signing of the Credit Agreement. The Company’s may elect to add accrued and unpaid interest on the loans to the principal amount of the loans (capitalized interest). Each tranche under the Delayed Draw Term Loan is subject to a 5.0% original issue discount payable at the time of each draw. Borrowings under the Credit Agreement are subject to certain fees, including (i) an exit fee equal to 5.0% of the aggregate principal amount of Loans, or Revolving Loans being paid, repaid, prepaid, refinanced or replaced in a prepayment event, (ii) a make-whole payment for certain prepayments prior to June 21, 2027 and (iii) a prepayment premium for any prepayments prior to the scheduled maturity date. The Credit and Guaranty Agreement includes a Minimum Liquidity requirement under which the Company shall not permit liquidity at any time be less than $2,500, prior to the first tranche funding. Following the first tranche being funded, the Minimum Liquidity requirement increased to $5,000 and once the Delayed Draw Term Loan is disbursed in full, or the first date any indebtedness is incurred through the DOE LPO, or the Company achieves positive Minimum Consolidated EBITDA, the Minimum Liquidity requirement increases to $15,000. The DDTL is scheduled to mature on the earlier of (i) the date that is five years after the signing of the Credit Agreement and (ii) 91 days prior to the maturity of certain of the Company’s outstanding convertible notes. Milestones In the event the Company fails to achieve any milestones on any predetermined tranche date or the one additional milestone measurement date, the Company will not receive the specific tranche unless waived by the Lenders, and will be subject to a penalty represented by an up to 4.0% increase in the applicable percentage in the form of additional warrants or preferred shares at each missed milestone measurement date, which could result in the issuance of additional shares of Preferred Stock or Warrants up to an applicable percentage increase of up to 16.0% for all missed milestones, or up to a 45.0% overall applicable percentage taking into account the 33.0% applicable percentage. If the Company fails to achieve an interim milestone, but then subsequently achieves the final milestone for that particular category, the incremental penalty equity related to that milestone category is returned to the Company. Covenants The Credit Agreement also contains certain financial covenants, including (each as defined in the Credit Agreement) • Minimum Consolidated EBITDA • Minimum Consolidated Revenue • Minimum Liquidity As of and for the three months ended September 30, 2024, the Company was in compliance with the Minimum Consolidated EBITDA and the Minimum Liquidity financial covenant, and secured a waiver from Cerberus for non-compliance with the Minimum Consolidated Revenue financial covenant. The facilities are subject to certain events of default which can be triggered by, among other things, (i) breach of payment obligations and other obligations and representations in the Credit Agreement nor related documents, (ii) default under other debt facilities with a principal above a predetermined amount, (iii) failure to perform or comply with certain covenants in the Credit Agreement, (iv) entry into a decree or order for relief in respect of the Company or any of its subsidiaries in an involuntary case under the Bankruptcy Code of the United States or under any other debtor relief law, (v) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $2,500, (vi) any order, judgement or decree entered against the Company or the Guarantors decreeing the dissolution or split up of such entity, (vii) the failure of the Common Stock to be listed on an internationally recognized stock exchange in the United States and (viii) a change of control. The Company elected the fair value option to account for the Delayed Draw Term Note for operational ease. The financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company also elected the fair value option for the August Draw. The Initial Draw fair value, as well as the August Draw fair value (collectively the DDTL), was $25,653, and $12,528, respectively, at issuance. As of September 30, 2024, the fair value for the DDTL was $46,099. A loss of $3,036 and $3,276 was recognized for the three and nine months ended September 30, 2024, respectively. This is included in Change in fair value of debt - related party on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company also recorded a loss attributable to changes in instrument-specific risk of $4,642 for the three and nine months ended September 30, 2024. This is included in Change in fair value of debt - credit risk in Accumulated other comprehensive income. The Company did not separately report interest expense attributable to the DDTL because such interest was included in the determination of the fair value of the Note. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value the Delayed Draw Term Loan at issuance and at September 30, 2024. 2021 Convertible Note Payable – Related Party On July 6, 2021, the Company entered into an investment agreement with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. The investment agreement provides for the issuance and sale to Koch Industries of the 2021 Convertible Note in the aggregate principal amount of $100,000. The 2021 Convertible Note contains an embedded derivative feature, which is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of September 30, 2024 and December 31, 2023. Interest expense recognized on the 2021 Convertible Note is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Contractual interest expense $ 1,789 $ 1,686 $ 5,264 $ 4,960 Amortization of debt discount 1,713 1,365 4,832 3,822 Amortization of debt issuance costs 165 132 467 371 Total $ 3,667 $ 3,183 $ 10,563 $ 9,153 The balances for the 2021 Convertible Note are as follows: September 30, 2024 December 31, 2023 Principal $ 119,289 $ 115,815 Unamortized debt discount (14,780) (19,612) Unamortized debt issuance costs (1,428) (1,895) Embedded conversion feature 388 78 Aggregate carrying value $ 103,469 $ 94,386 The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Note in-kind on a semi-annual basis, in accordance with the terms under the Delayed Draw Term Loan. Therefore, as of September 30, 2024 and December 31, 2023, interest payable attributable for the 2021 Convertible Note was $1,789 and nil, respectively. For the nine months ended September 30, 2024 and September 30, 2023, interest that was paid in kind, capitalized and added to the principal amount of the 2021 Convertible Note was $3,474 and $3,275, respectively. AFG Convertible Notes - Related Party On January 18, 2023, the Company entered into the Investment Agreement with the AFG Convertible Notes Purchasers relating to the issuance and sale to the AFG Convertible Notes Purchasers of $13,750 in aggregate principal amount of the Company’s AFG Convertible Notes. The AFG Convertible Notes bear interest at a rate of 26.5% per annum, which is entirely paid-in-kind (“PIK Interest”) semi-annually in arrears on June 30 and December 30. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase. The AFG Convertible Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company has the right to settle conversions in shares of common stock, cash, or any combination thereof. The Conversion Option includes an exercise contingency, which requires the Company to obtain stockholder approval for conversions subject to the Exchange Cap. If stockholder approval of the issuance of additional shares of Common Stock is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of stockholder approval, the embedded conversion feature fails the equity classification guidance in ASC 815 and is thus precluded from being classified in equity. Therefore, the embedded conversion feature is required to be bifurcated from the AFG Convertible Notes and accounted for at fair value at each reporting date, with changes in fair value recognized on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The embedded derivative is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. The fair value of the embedded derivative was $17,621 and $4,345 as of September 30, 2024 and December 31, 2023, respectively. The fair value of the AFG Convertible Notes at issuance was $16,623, which was greater than the proceeds received. The Company recorded the difference of $2,873 as interest expense for the nine months ended September 30, 2023 on the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Contractual interest expense $ 1,308 $ 1,020 $ 3,617 $ 2,659 Amortization of debt discount 246 192 682 550 Amortization of issuance costs 70 54 192 155 Total $ 1,624 $ 1,266 $ 4,491 $ 3,364 The balances for the AFG Convertible Notes are as follows: September 30, 2024 December 31, 2023 Principal $ 19,738 $ 17,429 Unamortized debt discount (2,153) (2,835) Unamortized debt issuance costs (608) (800) Embedded conversion feature 17,621 4,345 Aggregate carrying value $ 34,598 $ 18,139 The Company is obligated to repay all contractual interest attributable to the AFG Convertible Notes in-kind on a semi-annual basis, in accordance with the terms of the Investment Agreement. Therefore, as of September 30, 2024 and December 31, 2023, interest payable attributable to the AFG Convertible Notes was $1,308 and nil, respectively. For the nine months ended September 30, 2024 and September 30, 2023, interest that was paid in kind, capitalized and added to the principal amount of the AFG Convertible Note was $2,309 and $1,640, respectively. Senior Secured Term Loan On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC, as administrative agent for the lenders and collateral agent for the secured parties. The Senior Secured Term Loan was scheduled to mature on the earlier of (i) July 29, 2026 and (ii) 91 days prior to the current maturity date of the 2021 Convertible Note of June 30, 2026. The outstanding principal balance of the Senior Secured Term Loan bears interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the Prime Lending Rate, (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement is 8.5% per annum with respect to SOFR loans and 7.5% per annum with respect to ABR loans. Interest on the Senior Secured Term Loan accrues at a variable interest rate and interest payments are due quarterly. Additionally, interest was required to be escrowed based on the principle outstanding. This amount was $11,755 at December 31, 2023. This escrowed and restricted cash was presented on a separate line item on the Unaudited Condensed Consolidated Balance Sheets as Long-term restricted cash. The agreements also contained customary affirmative and negative covenants. The Company was in compliance with all covenants prior to and at the time of the loan termination, as discussed below. Termination of the Senior Secured Term Loan On June 21, 2024, the Atlas Credit Agreement, and the subsequent commitment increase agreements thereto, which provided for a $100,000, were terminated pursuant to the terms of the Atlas Payoff Letter and the Insurer Letter Agreement, and all security interests and other liens granted to or held by the Atlas Lenders were terminated and released. In accordance with the Atlas Payoff Letter, the Company agreed to payoff the Senior Secured Term Loan for (a) approximately $11,900 (which was released from the interest escrow account maintained pursuant to the Atlas Credit Agreement and (b) $1,000 for the account of Atlas; provided that Atlas agreed to accept a participation in the Credit Agreement in lieu of such $1,000 payment, and (c) $8,000. In accordance with the Insurer Letter Agreement, the Company shall pay to the Atlas Insurers (i) on December 31, 2024, subject to the absence of certain events of default under the Credit Agreement, $3,000 and (ii) on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, $4,000. Absent termination, the Senior Secured Term Loan would have matured on the earlier of (i) July 29, 2026 and (ii) 91 days prior to the maturity of certain of the Company’s outstanding convertible notes. The aggregate principal amount of the Senior Secured Term Loan outstanding was $100,000 at the time of termination. The Company accounted for the termination of the Senior Secured Term Loan in accordance with ASC 470-60, T roubled Debt Restructurings . As a result, the Company recognized a restructuring gain of $68,478 in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the nine months ended September 30, 2024. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction. The following table summarizes interest expense recognized: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Contractual interest expense $ — $ 3,540 $ 6,858 $ 10,366 Amortization of debt discount — 105 224 297 Amortization of debt issuance costs — 929 1,980 2,624 Total $ — $ 4,574 $ 9,062 $ 13,287 The Senior Secured Term Loan balances are as follows: December 31, 2023 Principal $ 100,000 Unamortized debt discount (1,459) Unamortized debt issuance costs (12,917) Aggregate carrying value $ 85,624 Equipment Financing facility The Company entered into an agreement on September 30, 2021 with Trinity Capital Inc. (“Trinity”) for a $25,000 equipment financing facility, the proceeds of which will be used to acquire certain manufacturing equipment, subject to Trinity’s approval. Each draw is executed under a separate payment schedule (a “Schedule”) that constitutes a separate financial instrument. The financing fees included in each Schedule are established through monthly payment factors determined by Trinity. Such monthly payment factors are based on the Prime Rate reported in The Wall Street Journal in effect on the first day of the month in which a Schedule is executed. The Company has drawn a portion of the facility as follows: Date of Draw Gross Amount of Initial Draw Coupon Interest Rate Debt Issuance Costs September 2021 $ 7,000 14.3% $ 175 September 2022 4,216 16.2% 96 Total Equipment Financing loans $ 11,216 $ 271 As of September 30, 2024 and December 31, 2023, total equipment financing carrying value was $3,262 and $5,710, respectively of which $2,536 and $3,332 are recorded as a current liability on the Unaudited Condensed Consolidated Balance Sheets, respectively. Interest expense attributable to the equipment financing agreement was $148 and $535 for the three and nine months ended September 30, 2024, respectively. Interest expense attributable to the equipment financing agreement was $265 and $874 for the three and nine months ended September 30, 2023, respectively. Yorkville Convertible Promissory Notes - Related Party In December 2022, February 2023, March of 2023, and April 2023, the Company issued convertible promissory notes with an aggregate principal amount of $37,000 in a private placement to Yorkville under the second and third supplemental agreements to the SEPA. The fair values of the convertible promissory notes at issuance were greater than the proceeds received. Accordingly, the Company recorded the excess of fair value of these promissory notes over the proceeds as Interest expense - related party in the amount of $17,572, for the nine months ended September 30, 2023, which is reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. During the first half of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 22,947,029 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the outstanding convertible promissory notes. The Company recognized a loss on debt extinguishment from the issuance of common stock from the outstanding convertible promissory notes of $3,510 for the nine months ended September 30, 2023, which is reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The conversion feature for each of the convertible promissory notes did not qualify for the scope exception to derivative accounting, therefore the conversion option was bifurcated from each convertible promissory note. The bifurcated derivatives were recorded at their initial fair value on the date of issuance and subject to remeasurement at the debt extinguishment date, with changes in fair value recognized as a realized gain or loss in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Net gain of $6,922 was recognized for the nine months ended September 30, 2023. As of December 31, 2023, there were no outstanding Yorkville convertible promissory notes. |