Convertible Notes

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Convertible Notes

Term Loan

2024 Credit Agreement

On June 14, 2024, the Company entered into a Credit Agreement and Guaranty (the “2024 Credit

Agreement”) with Hayfin for a $138.1 million term loan (the “2024 Term Loan”) to refinance its outstanding

loan obligations under the 2021 Credit Agreement, as amended (the “2021 Credit Agreement”). In

addition, in connection with the 2024 Term Loan, the Company entered into several other adjoining

agreements with Hayfin. The 2024 Term Loan extended the maturity date from January 19, 2026 to

June 14, 2028. The 2024 Credit Agreement was accounted for as a debt modification for accounting

purposes.

On January 24, 2025, in connection with the issuance of the 2025 Convertible Notes, the Company

entered into Amendment No.1 to the 2024 Credit Agreement, in which Hayfin converted $23.0 million of

principal under the 2024 Term Loan to 2025 Convertible Notes under the same terms as the other

purchasers of the 2025 Convertible Notes. The amendment was accounted for as a debt modification for

accounting purposes.

Prepayment Terms and Other Fees

Any prepayment or repayment of the principal balance of the 2024 Term Loan was subject to an exit fee.

The Company accreted the exit fee over the loan term using the effective interest method. Under the

2024 Term Loan, the Company had the option to prepay the 2024 Term Loan subject to a prepayment fee

of 1.5% for prepayments after the second anniversary but on or prior to the third anniversary of the 2024

Term Loan and a prepayment fee of 3% for prepayments thereafter. The 2024 Credit Agreement required

the Company to repay the loan in full immediately upon the occurrence of a change in control. In addition,

immediately upon the consummation of an IPO or SPAC transaction, as defined in the terms of the 2024

Credit Agreement, the Company was required to repay the 2024 Term Loan in an amount equal to the

lesser of (i) the net cash proceeds of such IPO or SPAC transaction in excess of $150.0 million and (ii)

$35.0 million. In connection with Amendment No.1 to the 2024 Term Loan in January 2025, the amount

immediately payable upon the consummation of an IPO or SPAC transaction, as defined in the terms of

the 2024 Credit Agreement, was amended where repayment of the 2024 Term Loan was required to be at

an amount equal to the lesser of (i) the net cash proceeds of such IPO or SPAC transaction in excess of

$150.0 million and (ii) $50.0 million (or $55.0 million if the underwriters exercised any portion of their

option to purchase additional shares).

On June 14, 2024, concurrently with entering the 2024 Credit Agreement, the Company signed a fee

letter agreement with Hayfin under which the Company agreed to pay $9.2 million in fees to Hayfin, which

consisted of a 3% exit fee and a 3% early prepayment fee due under the 2021 Credit Agreement in the

amount of $8.3 million payable in sixteen equal quarterly installments of approximately $518,000 through

March 31, 2028, agent fees of $150,000, due in annual installments of $30,000 through March 31, 2028

and an upfront fee of $721,000. The Company paid the $721,000 upfront fee and $30,000 agent fee upon

the closing of the 2024 Term Loan. The exit fee and early prepayment fee was required to be repaid in full

immediately upon the occurrence of a financing event, including, but not limited to, any IPO, SPAC

transaction, or issuance of convertible notes or equity. The exit fee and early prepayment fee remaining

under the original terms of the 2024 Term Loan, which were immediately due and payable upon issuance

of the 2025 Convertible Notes, was amended in January 2025 to be immediately due and payable upon

the next occurrence of a financing event and was fully repaid on August 18, 2025 upon completion of the

Company’s IPO as described above.

On August 18, 2025, the Company repaid $55.0 million of indebtedness outstanding under the 2024

Credit Agreement for which it was obligated in connection with the completion of the Company’s IPO and

approximately $5.8 million in fees consisting of a 3% exit fee and a 3% early prepayment fee due under

the 2021 Credit Agreement, as amended.

On August 22, 2025, the Company prepaid in full all outstanding amounts under, and terminated, the

2024 Credit Agreement, in the aggregate principal amount of $60.1 million plus accrued interest of $1.0

million. The Company did not incur exit or prepayment fees in connection with the termination of the 2024

Credit Agreement.

Interest

During its term, the 2024 Term Loan bore interest at a floating per annum rate in an amount equal to the

sum of (i) 7.0% (or 6.0% if the alternative base rate (“ABR”) is in effect) plus (ii) the greater of (x) the

forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) for a respective

tenor (or the alternative base rate, if applicable), and (y) 2.0%. The ABR equals the sum of (i) 6.0% plus

(ii) the greater of (1) the Wall Street Journal Prime Rate, plus 0.5%, (2) the Federal Reserve Bank of New

York rate plus 0.5% or (3) CBA Term SOFR for one month tenor plus 1.0%. The Company had the option

to pay interest in-kind at the rate equal to the cash interest rate plus 1.0%.

Debt Issuance Costs and Debt Discount

Debt issuance costs include third-party costs incurred in connection with the original Credit Agreement.

Debt discount includes fees paid to the lender, warrants issued to the lender and the embedded derivative

liability as described below.

Prior to the refinancing of the 2021 Credit Agreement with the 2024 Term Loan (the “2024 Term Loan

Refinancing”), certain prepayment features of the Term Loan, default put option and default interest

adjustment features were determined to be embedded derivatives requiring bifurcation and separate

accounting for at fair value as a single compound derivative. The fair value of the derivative liability was

$2.1 million, as of the issuance date in January 2021, and was remeasured to fair value at each reporting

period. In connection with the 2024 Term Loan Refinancing, the associated current fair value of the

derivative liability of $1.1 million was remeasured at the date of refinancing and was derecognized and

recorded as a debt discount to the 2024 Term Loan. Refer to Note 13 for additional information.

In connection with the conversion of $23.0 million of principal under the 2024 Term Loan to 2025

Convertible Notes under Amendment No.1 to the 2024 Credit Agreement in January 2025, $239,000 of

pro-rata debt discount under the 2024 Term Loan was reclassified as a debt discount under the 2025

Convertible Notes.

Prior to the term loan repayment in August 2025, the debt issuance costs and debt discount were

classified as an offset to the Term Loan on the condensed consolidated balance sheets, and was accreted

over the loan term using the effective interest method.

Debt Components

The components of the Term Loan are as follows (in thousands):

	December 31,
	2024
Principal value of Term Loan ..................................................................................................	$138,137
Accreted exit fee .......................................................................................................................	567
Debt discount ............................................................................................................................	(2,095)
Debt issuance costs .................................................................................................................	(178)
Total Term Loan .......................................................................................................................	$136,431

Convertible Notes

2025 Convertible Notes

In January and March 2025, the Company issued convertible promissory notes to Requisite Holders in

the aggregate amount of $98.3 million, which was comprised of $74.0 million in principal amount of notes

issued for cash consideration, $1.3 million in principal amount of notes issued in lieu of cash

compensation to certain employees and $23.0 million in principal amount of notes issued from the

conversion of principal under the 2024 Term Loan. Net cash proceeds was $72.8 million after deducting

$1.2 million of debt issuance costs.

Prior to its conversion upon the Company’s IPO, the 2025 Convertible Notes were due and payable in full

48 months from the issue date and did not accrue interest for one year following the date of issuance.

Upon completion of the Company’s IPO in August 2025, the 2025 Convertible Notes automatically

converted into 6,470,743 shares of the Company’s common stock at $15.20 per share, which was a 20%

discount to the IPO price.

Prior to its conversion upon the Company’s IPO, the 2025 Convertible Notes contained embedded

derivative features, including conversion upon a change in control and automatic conversion upon

completion of a qualified IPO, that were required to be bifurcated and accounted for separately as a single

derivative instrument. The issuance date estimated fair values of the derivative liability was $11.1 million

and $20.8 million in January and March 2025, respectively, which was accounted for as a debt discount.

See Note 13 for additional information. The debt issuance costs and debt discount were classified as an

offset to the 2025 Convertible Notes on the condensed consolidated balance sheets, and were accreted

over the loan term using the effective interest method. Upon the closing of the Company’s IPO, the

remaining unamortized debt discount and debt issuance costs of $28.8 million were reclassified to

additional paid-in capital.