XML 56 R38.htm IDEA: XBRL DOCUMENT v3.26.1
Related Party Transactions (Tables)
12 Months Ended
Dec. 31, 2025
Related Party Transactions [Abstract]  
Schedule of Debt The tables below summarize the related party note payable agreements as of December 31, 2025 and December 31, 2024, providing details on contractual maturity dates, contractual interest rates, and net carrying values.
December 31, 2025
(in thousands)Contractual
Maturity
Date
Contractual
Interest
Rates
Net Carrying
Value
Notes Payable — ChinaApril 202718.0 %
(1)
$3,775 
Notes Payable on Demand — ChinaDue on Demand—%429 
Other NotesDue on Demand12.0%75 
$4,279 
Related party notes payable, current$3,507 
Related party notes payable, long-term$772 
_______________
(1) The restructured loan bears no stated interest, and the repayment schedule requires fixed installment payments through the contractual maturity date. If the Company fails to comply with the payment schedule, interest at a rate of 18.0% would be retroactively applied to the unpaid balance. During the term of the revised loan, the Company was not in default with respect to the payment schedule, and no contingent interest has been recorded as of December 31, 2025.
December 31, 2024
(in thousands)Contractual
Maturity
Date
Contractual
Interest
Rates
Net Carrying Value
2023 Unsecured Convertible Note
April 2024 (1)
4.27%$1,364 
Notes Payable — ChinaApril 202718.0%4,382 
Notes Payable on Demand — ChinaDue on Demand—%417 
FFGP Note
Various (1)
4.27%1,576 
Convertible FFGP Note
May 2024 (1)
4.27%250 
Other NotesDue on demand12.00%75 
$8,064 
Related party notes payable, current$5,310 
Related party notes payable, long-term$2,754 
_______________
(1) The term was extended upon receipt of waivers of enforcement rights and remedies under the loan agreements and was subsequently settled in 2025, as described below.
Schedule of Related Party Debt Rollforward
The following table presents a roll forward of the Company’s notes payable balances from December 31, 2024 to December 31, 2025 with related parties. It summarizes beginning and ending balances by debt category and details changes during the period, including repayments, conversions, reclassifications, fair value adjustments, and other significant transactions.
Categories of Related Party Debt
(in thousands)March 2025 Unsecured SPA NotesUnsecured Convertible NoteNotes Payable — ChinaNotes Payable on Demand — ChinaConvertible FFGP NoteFFGP NoteOther NotesTotal
Balance as of December 31, 2024 (a)$— $1,364 $4,382 $417 $250 $1,576 $75 $8,064 
New Issuances (b)1,435 470 — — — — — 1,905 
Repayment of Debt (c)— — (714)— (250)(1,576)— (2,540)
Conversion of Debt to Equity (d)(1,837)(727)— — — — — (2,564)
Fair Value Adjustments of Debt (e)(49)(656)— — — — — (705)
Reclassification of Debt Between Debt Categories (f)451 (451)— — — — — — 
Other Adjustments (g)— — 107 12 — — — 119 
Balance as of December 31, 2025 (h)$— $— $3,775 $429 $— $— $75 $4,279 
(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 $2,826 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 amounts during the period.
(d) Fair value of debt converted into equity during the period.
(e) 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 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 $189 thousand, which are separately identifiable from the fair value adjustments noted above.
(f) Transfers of amounts between debt categories, such as from secured to unsecured classifications.
(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 December 31, 2025.
The following table presents a roll forward of the Company’s Related party notes payable balances from December 31, 2023 to December 31, 2024. It 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 Related Party Debt
(in thousands)2023 Unsecured Convertible NoteUnsecured SPA NotesNotes Payable — ChinaNotes Payable on Demand — ChinaConvertible FFGP NoteFFGP NoteOther NotesTotal
Balance as of December 31, 2023 (a)$542 $— $3,789 $5,103 $— $326 $— $9,760 
New Issuances (b)— 1,499 — — 250 1,250 75 3,074 
Repayment of Debt, including periodic interest on debt carried at fair value (c)— — (125)— — — — (125)
Conversion of Debt to Equity (d)(435)— — — — — — (435)
Fair Value Adjustments of Debt (e)(107)(135)— — — — — (242)
Other Adjustments (f)— — 718 (4,686)— — — (3,968)
Balance as of December 31, 2024 (g)$— $1,364 $4,382 $417 $250 $1,576 $75 $8,064 
(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 $1 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 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 Consolidated Statements of Operations.
(f) Miscellaneous changes not captured in other columns, such as currency adjustments.
(g) The carrying value for each note category, fair value or amortized cost depending on the election, as of December 31, 2024.
Schedule of Notes Payable The tables below summarize these agreements as of December 31, 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 year ended December 31, 2025, the Company obtained control of AIXC (refer to Note 3 Business Acquisition 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 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 Consolidated Statements of Operations and Comprehensive Loss.
December 31, 2025
(in thousands)Contractual
Maturity Date
Contractual
Interest
Rates
Unpaid Principal
Balance
Fair Value
Measurement
Adjustments
Original Issue Discount and Proceeds Allocated to WarrantsNet
Carrying
Value
2023 Unsecured SPA NotesVarious through November 203110 %-15%$8,100 $(622)$(810)$6,668 
Junior Secured SPA NotesVarious through December 203010%12,107 (705)— 11,402 
2024 Unsecured SPA NotesVarious through December 203010%6,070 (252)— 5,818 
2025 March Unsecured SPA NotesVarious dates in 203010%5,508 (1,096)(2,304)2,108 
2025 July Unsecured SPA NotesAugust 203010%37,592 (3,079)(7,717)26,796 
Unsecured Convertible NotesJune 20264.27%5,000 (1,558)— 3,442 
Notes payable – China other
Due on Demand—%4,290 — — 4,290 
2025 Convertible Note - AIXCJanuary 2026—%132 32 (22)142 
$78,799 $(7,280)$(10,853)$60,666 
Notes payable, current portion$4,432 
Notes payable, long-term portion$56,234 
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 WarrantsNet
Carrying
Value
Secured SPA NotesVarious10 %-15%$3,118 $2,651 $(312)$5,457 
2023 Unsecured SPA NotesVarious dates in 202910 %-15%4,380 2,844 (508)6,716 
Junior Secured SPA NotesSeptember 202910%28,840 13,163 (15,944)26,059 
2024 Unsecured SPA NotesDecember 202910%10,015 8,741 (11,724)7,032 
Notes payable – China other
Due on Demand—%4,173 — — 4,173 
Auto loansOctober 20267%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 December 31, 2025, are as follows:
(in thousands)
Years Ending December 31,
Amount
Due on demand$1,448 
20262,059 
2027772 
Thereafter— 
$4,279