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Basis of Presentation

9 Months Ended

Sep. 30, 2025

Accounting Policies [Abstract]

Basis of Presentation

2. Basis of Presentation

In the opinion of management, the Company’s condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the periods presented in accordance with United States of America’s Generally Accepted Accounting Principles (“U.S. GAAP”). The results of operations for the interim periods presented are not necessarily indicative of results for the full year.

Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“the Annual Report”).

The information presented in the accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from the Company’s audited consolidated financial statements. All other information has been derived from the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and September 30, 2024.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including the Company’s variable interest entities disclosed in Note 14. All intercompany balances and transactions are eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid short-term investments with original maturities of less than three months.

Restricted Cash

Restricted cash relates to cash that is legally restricted as to withdrawal and usage or is being held for a specific purpose and thus not available to the Company for immediate or general business use. As of September 30, 2025, the Company had restricted cash of approximately $9.1 million, of which $3.6 million was classified as current and $5.5 million was classified as non-current. As of December 31, 2024, the Company had restricted cash of approximately $2.6 million, of which $1.1 million was classified as current and $1.5 million was classified as non-current. Currently, the balance in restricted cash relates to restricted deposits held with customers that were for less than 12 months, or for debt covenant purposes. The Company has a long-term restricted cash balance in relation to a collateralized deposit.

Deposits and Credits on equipment

As of September 30, 2025 and December 31, 2024, the Company had approximately $813 thousand and $5.1 million, respectively, in deposits and credits on equipment that had not yet been received by the Company. Once the Company receives such equipment in a subsequent period, the Company will reclassify such balance into Property, Plant and Equipment, net. Included in the December 31, 2024 balance was a credit on equipment of $975 thousand, of which approximately $195 thousand had been used as of September 30, 2025, and the remaining $780 thousand to be used on future purchases for Project Dorothy 2 and Project Kati until September 1, 2025 (“expiration date”). The Company did not execute an order by the expiration date, and no further extension was granted, and as such the credit was forfeited. The Company recorded a loss on the credit deposit of approximately $780 thousand which was included in Loss on sale of fixed assets and credit on equipment deposit on the condensed financial statements for the three and nine months ended September 30, 2025.

Debt Issuance Costs

Debt issuance costs consist of costs incurred in obtaining long-term financing. These costs are classified on the condensed consolidated balance sheet as a direct deduction from the carrying amount of the related debt liability and subsequently amortized as interest expense in the condensed consolidated statement of operations using the effective interest rate method.

The Company evaluates amendments to its debt instruments in accordance with ASC 470-50, Debt - Modifications and Extinguishments (“ASC 470”) to determine whether the amendment should be accounted for as a modification or an extinguishment. An amendment may be considered modified when the terms of the new debt and original instrument are not “substantially different” (as defined in the debt modification guidance in ASC 470). Amendments that are considered modifications are accounted for prospectively as yield adjustments, based on the revised terms, and lender fees and costs directly incurred with third parties, to the extent material, are recorded as debt discount and amortized to interest expense using the effective interest rate method.

Loan Commitment assets

The Company’s Generate Credit Agreement (see Note 8) contained a commitment from the lender for an additional tranche of debt under certain conditions. The Company incurred costs and fees to obtain a nonrevolving loan commitment. The accounting for warrants issued and fees paid to lenders in connection with a nonrevolving loan commitment are initially treated as an asset. As discussed in Generate Credit Agreement in Note 8, the Company can draw up to $35.5 million between the first three tranches and can draw an additional $64.5 million upon subsequent approval by the lenders. The Company allocated the warrants issued and fees paid to the lenders in connection the nonrevolving loan commitment between the initial draw of $12.6 million and the remaining $22.9 million between debt issuance costs and loan commitment assets. As the $22.9 million remaining commitment gets drawn upon, the Company will reclassify a portion of the loan commitment asset as a debt discount.

Warrant Liability

Under the guidance in ASC 480: Distinguishing Liabilities from Equity (“ASC 480”), and then further in ASC 815, Derivatives and Hedging (“ASC 815”), certain Company warrants associated with the July 2025 Equity Financing discussed in Note 9 did not meet the criteria for equity treatment. In addition, due to a side letter execution in relation to the Generate Common Warrants as discussed in Note 8, the Generate Common Warrants were reclassified to liability treatment. As such, the warrants were recorded on the balance sheet at fair value. This valuation was subject to re-measurement at each balance sheet date, or when the warrant was exercised. With each re-measurement, the warrant valuation was adjusted to fair value, with the change in fair value recognized in the Company’s condensed consolidated statement of operations. The warrants were collectively classified as a Level 3 measurement within the fair value hierarchy due to the use of a valuation model which involves the use of unobservable inputs. As of September 30, 2025, the Company had an outstanding warrant liability balance which represents the fair value of the warrants of approximately $7.2 million. The Company notes, approximately $2.9 million related to the Series A and B Warrants in association with the July 2025 Equity Financing, and $4.3 million related to the Generate Common Warrants. Please refer to Note 9 in relation to the fair value assumptions for the Series A and B Warrant in association with the July 2025 Equity Financing, and refer to Note 8 in relation to the Generate Common Warrants fair value assumptions.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or net assets.

Correction of an Error

While preparing the Company’s Form 10-Q for the three and nine months ended September 30, 2025, the Company identified the following error related to the presentation of basic and diluted Earnings Per Share (“EPS”) in its historical filing for the year ended December 31, 2024, and for the quarters ended June 30, 2024, September 30, 2024, March 31, 2025, and June 30, 2025:

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Inclusion of the restricted stock awards that had not yet vested.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has determined that the related impacts were not material to any prior annual or quarterly report, but that correcting the cumulative impact of such errors would be significant to our EPS for the year ended December 31, 2025. Accordingly, the Company has corrected such immaterial errors by adjusting its December 31, 2024 consolidated statement of operations related to the calculation of earnings per share. The Company also corrected previously reported interim financial information for such immaterial errors in future filings, as applicable. The following summarizes the effect of the revision on each financial statement line item.

The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarter ended June 30, 2024, and the final revised basic and diluted EPS calculation to correct all identified errors:

		For the three months ended June 30, 2024												For the six months ended June 30, 2024
		As Reported				As Revised				Change				As Reported				As Revised				Change
Basic and Diluted net loss per share		$	(2.97	)		$	(3.62	)		$	(0.65	)		$	(5.68	)		$	(6.38	)		$	(0.70	)

Weighted average shares outstanding (Basic and Diluted)			4,553,696				3,747,160				(806,536	)			3,683,558				3,275,290				(408,268	)

The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarter ended September 30, 2024, and the final revised basic and diluted EPS calculation to correct all identified errors:

		For the three months ended September 30, 2024												For the nine months ended September 30, 2024
		As Reported				As Revised				Change				As Reported				As Revised				Change
Basic and Diluted net loss per share		$	(1.29	)		$	(1.56	)		$	(0.27	)		$	(6.00	)		$	(7.15	)		$	(1.15	)

Weighted average shares outstanding (Basic and Diluted)			7,738,664				6,388,335				(1,350,329	)			5,147,602				4,320,546				(827,056	)

The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-K for the year ended December 31, 2024, and the final revised basic and diluted EPS calculation to correct all identified errors:

		For the year ended December 31, 2024
		As Reported				As Revised				Change
Basic and Diluted net loss per share		$	(12.15	)		$	(14.94	)		$	(2.79	)

Weighted average shares outstanding (Basic and Diluted)			6,280,915				5,109,339				(1,171,576	)

The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarter ended March 31, 2025, and the final revised basic and diluted EPS calculation to correct all identified errors:

		For the three months ended March 31, 2025
		As Reported				As Revised				Change
Basic and Diluted net loss per share		$	(0.88	)		$	(1.21	)		$	(0.33	)

Weighted average shares outstanding (Basic and Diluted)			11,939,983				8,719,351				(3,220,632	)

The following analysis provides a comparison amongst the basic and diluted EPS as reported on the Form 10-Q for the quarter ended June 30, 2024, and the final revised basic and diluted EPS calculation to correct all identified errors:

		For the three months ended June 30, 2025												For the six months ended June 30, 2025
		As Reported				As Revised				Change				As Reported				As Revised				Change
Basic and Diluted net loss per share		$	(0.69	)		$	(0.93	)		$	(0.24	)		$	(1.55	)		$	(2.10	)		$	(0.55	)

Weighted average shares outstanding (Basic and Diluted)			14,991,125				11,146,142				(3,844,983	)			13,473,983				9,939,450				(3,534,533	)