Notes Payable (Tables)

9 Months Ended

Sep. 30, 2025

Debt Disclosure [Abstract]

Schedule of Notes Payable

The tables below summarize these agreements as of September 30, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, unpaid principal balances, fair value adjustments, original issue discounts, including proceeds allocated to warrants, and net carrying values.

During the three months ended September 30, 2025, the Company obtained control of AIXC (refer to Note 3 Business Acquisition—Consolidation of AICX for details of the transaction). Accordingly, AIXC’s assets and liabilities, including its outstanding debt instruments, have been consolidated as of September 29, 2025. The inclusion of AIXC’s debt in the consolidated balances below reflects the fair value of such obligations recognized upon initial consolidation.

Most of the Company’s notes payable are accounted for under the fair value option in accordance with ASC 825, with changes in fair value recorded in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. For instruments measured at fair value, no effective interest rate is presented, as changes in fair value capture all economic returns associated with these debt instruments. Although the stated interest rates on the SPA Portfolio Notes are 10% or 15%, the Company’s effective cost of capital is substantially higher. Each SPA Portfolio Note permits the holder to settle in shares at a value exceeding the stated principal and accrued interest. In addition, each noteholder receives an SPA Portfolio Warrant, and certain holders receive an Incremental Warrant. These settlement features and additional instruments have significant value and materially increase the effective cost of capital above the stated rates. Further, these instruments carry high interest rate structures and embedded economics that can result in a loss on issuance. The financial impact of the SPA Portfolio Notes is reflected in the change in fair value and loss on extinguishment line items in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

	September 30, 2025
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
2023 Unsecured SPA Notes	Various through August 2031	10	%	-	15%	$	8,100	$	203	$	(810)	$	7,493
Junior Secured SPA Notes	Various through September 2030	10%				18,000		(471)		—		17,529
2024 Unsecured SPA Notes	Various through October 2030	10%				9,070		756		—		9,826
2025 March Unsecured SPA Notes	Various dates in 2030	10%				16,188		3,503		(12,479)		7,212
2025 July Unsecured SPA Notes	August 2030	10%				39,200		(1,872)		(7,936)		29,392
Notes payable – China other	Due on Demand	—%				4,213		—		—		4,213
2025 Convertible Note - AIXC	January 2026	—%				132		230		(22)		340
Promissory Notes - AIXC	Various through November 26, 2025	—%				3,250		—		(353)		2,897
						$	98,153	$	2,349	$	(21,600)	$	78,902
Notes payable, current portion												$	7,450
Notes payable, long-term portion												$	71,452

	December 31, 2024
(in thousands)	Contractual Maturity Date	Contractual Interest Rates				Unpaid Principal Balance		Fair Value Measurement Adjustments		Original Issue Discount and Proceeds Allocated to Warrants		Net Carrying Value
Secured SPA Notes	Various	10	%	-	15%	$	3,118	$	2,651	$	(312)	$	5,457
2023 Unsecured SPA Notes	Various dates in 2029	10	%	-	15%	4,380		2,844		(508)		6,716
Junior Secured SPA Notes	September 2029	10%				28,840		13,163		(15,944)		26,059
2024 Unsecured SPA Notes	December 2029	10%				10,015		8,741		(11,724)		7,032
Notes payable – China other	Due on Demand	—%				4,173		—		—		4,173
Auto loans	October 2026	7%				51		—		—		51
						$	50,577	$	27,399	$	(28,488)	$	49,488
Notes payable, current portion												$	4,224
Notes payable, long-term portion												$	45,264

The future scheduled principal maturities of Related party notes payable as of September 30, 2025, are as follows:

(in thousands)
Years Ending December 31,	Amount
Due on demand	$	496
2025 (3 months remaining)	927
2026	2,022
2027	759
2028	—
2029	—
2030	2,855
Thereafter	—
	$	7,059

Schedule of Notes Payable Rollforward

The following table presents a roll forward of the Company’s Notes payable, current portion balances from June 30, 2025 to September 30, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes  payable  – China other		2025 Convertible Note - AIXC		Promissory Notes - AIXC		Total
Balance as of June 30, 2025 (a)	$	—	$	4,539	$	—	$	10,009	$	9,297	$	—	$	4,188	$	—	$	—	$	28,033
New Issuances (b)	—		4,500		17,423		21,859		5,103		38,564		—		—		$	—	87,449
Addition of Debt upon Consolidation of AICX (c)	—		—		—		—		—				—		340		$	2,897	3,237
Repayment of Debt (d)	—		—		—		—		—		—		—		—		$	—	—
Conversion of Debt to Equity (e)	—		(1,757)		—		(15,809)		(4,202)		—		—		—		$	—	(21,768)
Fair Value Adjustments of Debt (f)	—		212		106		(6,233)		(2,987)		(9,172)		—		—		$	—	(18,074)
Other Adjustments (g)	—		—		—		—		—		—		25		—		$	—	25
Balance as of September 30, 2025 (h)	$	—	$	7,494	$	17,529	$	9,826	$	7,211	$	29,392	$	4,213	$	340	$	2,897	$	78,902

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2025.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance increased the principal amount of notes issued during the period by $3,130 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Portfolio Notes and the related SPA Portfolio Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Represents the addition of AICX’s outstanding debt instruments upon consolidation on September 29, 2025. The AICX debt instruments were recognized at fair value on the acquisition date. For the AICX promissory notes, historical carrying value is deemed to approximate fair value.

(d) Cash repayments of principal amounts during the period.

(e) Fair value of debt converted into equity during the period.

(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $3,063 thousand, which are separately identifiable from the fair value adjustments noted above.

(g) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of September 30, 2025.

The following table presents a roll forward of the Company’s Notes payable, current portion balances from June 30, 2024 to September 30, 2024 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Unsecured Convertible Notes		Junior Secured SPA Notes		Notes  payable  – China other		Auto Loans		Total
Balance as of June 30, 2024 (a)	$	42,715	$	10,503	$	19,234	$	—	$	4,878	$	64	$	77,394
New Issuances (b)	1,125		—		10,816		5,932		—		—		17,873
Repayment of Debt, including periodic interest on debt carried at fair value (c)	—				—		—		—		(6)		(6)
Conversion of Debt to Equity (d)	(20,376)		(7,275)		—		—		—		—		(27,651)
Modifications and Extinguishments of Debt (e)	5,158		(2,394)		(65)		—		—		—		2,699
Fair Value Adjustments of Debt (f)	(8,408)		(2,355)		(114)		(4,004)		—		—		(14,881)
Reclassification of Debt Between Debt Categories (g)	—		22,371		(29,871)		7,500		—		—		—
Other Adjustments (h)	—		—		—		—		72		—		72
Balance as of September 30, 2024 (i)	$	20,214	$	20,850	$	—	$	9,428	$	4,950	$	58	$	55,500

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of June 30, 2024.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $7,467 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.

(e) Adjustments from amendments, modifications, or extinguishment of existing debt, in accordance with ASC 470-50, and presented as a component of Loss on settlement of notes payable in the Consolidated Statements of Operations.

(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $681 thousand, which are separately identifiable from the fair value adjustments noted above.

(g) Transfers of amounts between debt categories, such as from secured to unsecured classifications.

(h) Miscellaneous changes not captured in other columns, such as currency adjustments.

(i) The carrying value for each note category, fair value or amortized cost depending on the election, as of September 30, 2024.

The following table presents a roll forward of the Company’s Notes payable, current portion balances from December 31, 2024 to September 30, 2025 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Junior Secured SPA Notes		2024 Unsecured SPA Notes		2025 March Unsecured SPA Notes		2025 July Unsecured SPA Notes		Notes  payable  – China other		2025 Convertible Note - AIXC		Promissory Notes - AIXC		Auto Loans		Total
Balance as of December 31, 2024 (a)	$	5,457	$	6,716	$	26,059	$	7,032	—		—		$	4,173	$	—	$	—	$	51	$	49,488
New Issuances (b)	—		9,000		17,423		32,955		15,197		38,564		—		—		—		—		113,139
Addition of Debt upon Consolidation of AICX (c)	—		—		—		—		$	—	$	—	—		340		2,897		—		3,237
Repayment of Debt (d)	—		—		—		—		$	—	$	—	—		—		—		(6)		(6)
Conversion of Debt to Equity (e)	(3,535)		(6,449)		(16,468)		(21,656)		$	(7,712)	$	—	—		—		—		—		(55,820)
Fair Value Adjustments of Debt (f)	(1,922)		(1,773)		(9,485)		(8,505)		(274)		(9,172)		—		—		—		—		(31,131)
Other Adjustments (g)	—		—		—		—		$	—	$	—	40		—		—		(45)		(5)
Balance as of September 30, 2025 (h)	$	—	$	7,494	$	17,529	$	9,826	$	7,211	$	29,392	$	4,213	$	340	$	2,897	$	—	$	78,902

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $20,250 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Represents the addition of AICX’s outstanding debt instruments upon consolidation on September 29, 2025. The AICX debt instruments were recognized at fair value on the acquisition date. For the AICX promissory notes, historical carrying value is deemed to approximate fair value.

(d) Cash repayments of principal amounts during the period.

(e) Fair value of debt converted into equity during the period.

(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and derivative call options in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Line-item Change in fair value of notes payable, warrant liabilities, and derivative call options also includes debt issuance costs of $5,293 thousand, which are separately identifiable from the fair value adjustments noted above.

(g) Miscellaneous changes not captured in other columns, such as currency adjustments and reclassification to accrued expenses.

(h) The carrying value for each note category, fair value or amortized cost depending on the election, as of September 30, 2025.

The following table presents a roll forward of the Company’s Notes payable, current portion balances from December 31, 2023 to September 30, 2024 with third parties. The table summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.

	Categories of Debt
(in thousands)	Secured SPA Notes		2023 Unsecured SPA Notes		Unsecured Convertible Notes		Junior Secured SPA Notes		Notes  payable  – China other		Auto Loans		Total
Balance as of December 31, 2023 (a)	$	74,232	$	11,938	$	—	$	—	$	4,898	$	82	$	91,150
New Issuances (b)	8,451		—		27,386		5,932		—		—		41,769
Repayment of Debt, including periodic interest on debt carried at fair value (c)	—		—		—		—		—		(24)		(24)
Conversion of Debt to Equity (d)	(36,961)		(7,495)		—		—		—		—		(44,456)
Modifications and Extinguishments of Debt (e)	5,158		(2,394)		(65)		—		—		—		2,699
Fair Value Adjustments of Debt (f)	(30,666)		(3,570)		2,550		(4,004)		—		—		(35,690)
Reclassification of Debt Between Debt Categories (g)	—		22,371		(29,871)		7,500		—		—		—
Other Adjustments (h)	—								52		—		52
Balance as of September 30, 2024 (i)	$	20,214	$	20,850	$	—	$	9,428	$	4,950	$	58	$	55,500

(a) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2023.

(b) Debt instruments issued during the period, recorded at fair value upon issuance if the fair value option is elected, or at principal balance net of discounts. For notes measured at fair value, the aggregate fair value adjustment recognized at issuance reduced the principal amount of notes issued during the period by $8,302 thousand. This reduction reflects the allocation of total transaction proceeds between the SPA Notes and the related SPA Warrants and Incremental Warrants issued as part of the bundled transaction.

(c) Cash repayments of principal amount and periodic interest, where fair value option is elected, during the period.

(d) Fair value of debt converted into equity during the period.

(e) Adjustments from amendments, modifications, or extinguishment of existing debt, in accordance with ASC 470-50, and presented as a component of Loss on settlement of notes payable in the Consolidated Statements of Operations.

(f) Adjustments to debt fair value due to the fair value option election, embedded derivatives, or anti-dilution provisions. These adjustments are presented as a component of Change in fair value of notes payable, warrant liabilities, and call option derivatives in the Unaudited Condensed Consolidated Statements of Operations. Line-item 'Change in fair value of notes payable, warrant liabilities, and call option derivatives' also includes debt issuance costs of $871 thousand, which are separately identifiable from the fair value adjustments noted above.

(g) Transfers of amounts between debt categories, such as from secured to unsecured classifications.

(h) Miscellaneous changes not captured in other columns, such as currency adjustments.

(i) The carrying value for each note category, fair value or amortized cost depending on the election, as of September 30, 2024.

Schedule of Maturities of Long-term Debt

The future scheduled principal maturities of Notes payable, current portion as of September 30, 2025, are as follows:

(in thousands)
Due on demand	$	4,213
2025	3,250
2026	132
2027	—
2028	—
2029	—
2030	82,458
Thereafter	8,100
	$	98,153