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Long-Term Debt | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following (in thousands):
|  | December 31, 2024 |  |  | December 31, 2023 |
Convertible Promissory Note |  | $ | 50,000 |  |  | $ | 50,000 |
Less: unamortized debt discount and issuance costs |  |  | (9,489 | ) |  |  | (18,430 | )
Long-term debt, net of unamortized debt discount and issuance costs |  | $ | 40,511 |  |  | $ | 31,570 |
Convertible Promissory Notes On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l in exchange for cash of $50.0 million (“Convertible Promissory Notes”). Outstanding borrowings under the Convertible Promissory Notes bear interest at a rate of 5.0% per year. The principal amount is due at the maturity date of January 9, 2026, and interest is payable semiannually beginning July 2023. As of December 31, 2024, there was $1.2 million of accrued interest in the consolidated balance sheet. Under the terms of the Note Purchase Agreement, the Convertible Promissory Note may be converted at the option of the note holder into the Company’s common stock or an equivalent equity instrument resulting from a public company event. The conversion price is based on a pre-money valuation divided by the aggregate number of the Company’s outstanding shares at the issuance date and adjusted for any cash dividends paid on the Company’s capital stock. The conversion price and number of conversion shares are subject to standard anti-dilution adjustments. Upon a change of control event the note holder may (i) convert the Convertible Promissory Note immediately prior to the event into the Company’s common stock at a conversion price equal to the lesser of the Convertible Promissory Note’s original conversion price or the price per share of the Company’s common stock implied by the change of control event transaction agreement or (ii) require the redemption of the Convertible Promissory Note in cash, including the payment of a make-whole amount of all unpaid interest that would have otherwise been payable had the Convertible Promissory Note remained outstanding through the maturity date. The Company’s obligations under the Note Purchase Agreement may be accelerated, subject to customary grace and cure periods, upon the occurrence of an event of default. The Note Purchase Agreement defines events of default as the occurrence of any one of the following; 1) a default in payment of any part of principal or unpaid accrued interest on the Convertible Promissory Note when due and payable; 2) the Company issues a written statement that it is unable to pay its debts as they become due, or the Company files a voluntary petition for bankruptcy or insolvency proceeding, the Company, or its directors or majority stockholders take action looking to the dissolution or liquidation of the Company; 3) the involuntary bankruptcy of the Company defined as the commencement of any proceeding against the Company seeking any bankruptcy reorganization; 4) the Company defaults on any of its performance obligations under the Note Purchase Agreement; 5) any material portion of the assets of the Company or any subsidiary of the Company is seized or a levy is filed against such assets; 6) a default that remains uncured on any other agreement evidencing the indebtedness of the Company or its subsidiaries for an amount of $10 million or more whose terms allow for the acceleration of the repayment of such indebtedness due to the consummation of the transactions contemplated in this Note Purchase Agreement. Please refer to Note 6, “Fair Value of Financial Instruments”, for further detail regarding the considerations surrounding the conversion options associated with the Convertible Promissory Note. Future aggregate principal maturities of long-term debt are as follows as of December 31, 2024 (in thousands):
2025 |  | $ | — |
2026 |  |  | 50,000 |
2027 |  |  | — |
2028 |  |  | — |
2029 |  |  | — |
Thereafter |  |  | — |
|  | $ | 50,000 |
Series 2022-1 Notes In January 2023, concurrently with the Convertible Promissory Note transaction, the Company repaid the Series 2022-1 Notes in full with the proceeds from the Convertible Promissory Note and wrote off $0.2 million of unamortized debt issuance costs related to the previously outstanding Series 2022-1 Notes, which are included in loss on debt extinguishment on the consolidated statements of operations and comprehensive loss.

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