0001628280-26-011961 | 10-K | XBRL Viewer | EOS Energy Enterprises INC

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Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets
Gross Carrying Amount	$ 1,485	$ 572
Accumulated Amortization	506	332
Total	979	240
Patents
Finite-Lived Intangible Assets
Gross Carrying Amount	400	400
Accumulated Amortization	280	240
Total	120	160
Internal-Use Software
Finite-Lived Intangible Assets
Gross Carrying Amount	1,085	172
Accumulated Amortization	226	92
Total	$ 859	$ 80

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Earnings Per Share

Generally, basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. In accordance with ASC 260, the DOE Warrants are included in basic EPS as the shares are issuable for little cash consideration. The SPA Warrant, Series B Preferred Stock, 2023 Warrants, May 2025 Convertible Notes and November 2025 Convertible Notes are participating securities that do not have the obligation to share in the losses of the Company. Therefore, the more dilutive of the “if-converted” and “two-class” method must be applied when calculating EPS for the common shares.

Management has elected to recognize changes in the redemption value of the Series B Preferred Stock. At each balance sheet date, the redemption value of the Series B Preferred Stock will be calculated, and if the redemption value is greater than the carrying value, the carrying value will be remeasured to the redemption value. The remeasurement is recorded as a deemed dividend, which, in the absence of Retained earnings, reduces additional paid in capital and earnings available to common shareholders in computing basic and diluted EPS. Other potentially dilutive common shares and the related impact to earnings are considered when calculating EPS on a diluted basis.

Since the Company incurred a net loss for the year ended December 31, 2025 and December 31, 2024 the potential dilutive shares from stock options, restricted stock units, warrants and convertible notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. Therefore, basic and diluted EPS are computed using the same number of weighted-average shares for the year ended December 31, 2025 and December 31, 2024. The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the year ended December 31, 2025 and December 31, 2024:


	For the years ended December 31,
	2025	2024
Stock options, RSUs, PRSUs	18,059,586	26,736,363
Public and private placement warrants	74,888,740	100,004,820
Convertible Notes (if converted)	11,074,195	19,527,599
Series B Preferred Stock	116,311,460	99,006,390

Revenue Recognition

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The Company's revenues comprised of the following:


	For the Years Ended December 31,
	2025		2024
Product revenue	$	111,979	$	14,503
Service revenue	2,224		1,103


Total revenues	$	114,203	$	15,606

For the year ended December 31, 2025, we had two customers who accounted for 51.5% and 18.8% of the total revenue. For the year ended December 31, 2024, we had two customers who accounted for 50.6% and 33.2% of the total revenue.

Contract Assets and Contract Liabilities

The following table provides information about contract assets and contract liabilities from contracts with customers. Contract assets, current, Contract liabilities, current and Contract liabilities, long-term are included separately on the Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net.


	December 31,
	2025		2024
Contract assets	$	15,488	$	14,059
Contract liabilities	$	17,481	$	26,349

Contract assets increased by $1,429 during the year ended December 31, 2025 due to recognition of revenues for which invoicing has not yet occurred.

The following table provides information about changes in Contract liabilities:


	For the Years Ended December 31,
	2025		2024
Contract liabilities, beginning of the period	$	26,349	$	6,610
Amounts in beginning balance recognized in revenue	(22,102)		(2,795)
Revenue recognized in current period	(86,190)		(6,956)
Advance payments received from customers	99,424		29,490
Contract liabilities, end of the period	$	17,481	$	26,349

Contract liabilities of $14,975 as of December 31, 2025 are expected to be recognized within the next twelve months and long-term contract liabilities of $2,506 are expected to be recognized as revenue in greater than twelve months. Contract assets of $13,972 as of December 31, 2025 are expected to be recognized within the next twelve months and long-term contract assets of $1,516 are expected to be recognized as accounts receivable in greater than twelve months.

Remaining Performance Obligations

Remaining performance obligations (“RPO”) represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations. The Company expects to recognize revenue related to the RPOs as the performance obligations are satisfied in accordance with the Company’s revenue recognition policy, which can be found in Note 2, Summary of Significant Accounting Policies. As of December 31, 2025, the Company's remaining performance obligations were approximately $45,781. The Company expects to recognize revenue of approximately 83% of the remaining performance obligations over the next twelve months, with the remainder recognized thereafter.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

Cash, Cash Equivalents and Restricted Cash - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 567,992	$ 74,292
Restricted cash - current	34,636	14,070
Long-term restricted cash	21,938	15,000
Total cash, cash equivalents and restricted cash	$ 624,566	$ 103,362	$ 84,667

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2025	Feb. 24, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity Registrant Name	EOS ENERGY ENTERPRISES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39291
Entity Tax Identification Number	84-4290188
Entity Address, Address Line One	3920 Park Avenue
Entity Address, City or Town	Edison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08820
City Area Code	732
Local Phone Number	225-8400
Title of each class	Common stock, par value $0.0001 per share
Trading Symbol(s)	EOSE
Name of each exchange on which registered	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1,283
Entity Common Stock, Shares Outstanding		339,434,259
Entity Central Index Key	0001805077
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false

Fair Value Measurement - Assumptions used to determine Fair Value of Warrants and Debt Instruments (Details) - Level 3	Dec. 31, 2025	Jun. 04, 2025	Jan. 24, 2025	Dec. 31, 2024	Oct. 31, 2024	Aug. 31, 2024	Jun. 21, 2024
Contingent Warrants \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input				0.650			0.700
SPA Warrant \| Discount for lack of marketability (“DLOM”)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.050			0.100			0.100
Delayed Draw Term Loan (DDTL) \| Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Instrument, measurement input	0.119	0.250	0.300	0.300	0.425	0.425	0.475

Borrowings (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of Debt

The Company’s borrowings consist of the following related and third-party borrowings:


		December 31, 2025				December 31, 2024
	Maturity Date	Principal Outstanding		Carrying Value*		Principal Outstanding		Carrying Value*
2021 Convertible Notes Payable	June 2026	$	—	$	—	$	122,868	$	109,838
AFG Convertible Note	September 2034	—		—		22,353		63,033
Delayed Draw Term Loan(1)	June 2034	194,419		150,427		179,542		76,188
Notes payable - related party		194,419		150,427		324,763		249,059
Equipment Financing Facility	April 2026	372		372		2,386		2,385
May 2025 Convertible Notes	June 2030	50,000		48,044		—		—
November 2025 Convertible Notes	December 2031	600,000		530,096		—		—
DOE Loan Facility(1)	June 2034	94,685		84,327		68,386		65,452
Total borrowings		939,476		813,266		395,535		316,896
Less: current portion		372		372		2,014		2,014
Total borrowings, non-current		$	939,104	$	812,894	$	393,521	$	314,882

*Carrying value includes unamortized deferred financing costs, unamortized discounts and fair value of embedded derivative liabilities, except for the Delayed Draw Term Loan, which is carried at fair value.

(1) The DDTL and DOE Loan Facility contain Springing Maturity dates that could make the debt due March 14, 2030.

As of December 31, 2025, the annual repayment requirements for debt obligations are as follows:


Year	Total Debt Payment Obligations (1)
2026	$	372
2027	—
2028	28,006
2029	30,555
2030	80,713
Thereafter	963,006
Total	$	1,102,652

(1) The DDTL and DOE Loan Facility contain Springing Maturity dates that could make the debt payments due March 14, 2030. Included within the table above is $315,827, as reduced by paid-in-kind amounts, that would be payable on March 14, 2030 upon a debt payment requirement under Springing Maturity for the DDTL and DOE Loan Facility.


	For the Years Ended December 31,
	2025	2024

Gain on change in fair value(a)	18,053	33,823
Loss attributable to changes in instrument-specific credit risk(b)	87,317	43,490

(a) This is included in Change in fair value of debt - related party on the Consolidated Statements of Operations and Comprehensive Loss.

(b)This is included in Change in fair value of debt - credit risk - related party in Accumulated other comprehensive (loss) income.


Date of Draw	Gross Amount of Initial Draw		Coupon Interest Rate	Debt Issuance Costs
September 2021	$	7,000	14.3%	$	175
September 2022	4,216		16.2%	96
Total Equipment Financing loans	$	11,216		$	271

Schedule of Interest Expense

Interest expense recognized on the 2021 Convertible Notes is as follows:


	For the Years Ended December 31,
	2025		2024
Contractual interest expense	$	3,072	$	7,053
Amortization of debt discount	3,230		6,608
Amortization of debt issuance costs	311		638
Total	$	6,613	$	14,299

Interest expense recognized on the AFG Convertible Notes are as follows:


	For the Years Ended December 31,
	2025		2024
Contractual interest expense	$	3,300	$	4,924
Amortization of debt discount	108		928
Amortization of debt issuance costs	(95)		262
Total	$	3,313	$	6,114

Interest expense recognized on the May 2025 Convertible Notes is as follows:


	For the Year Ended December 31, 2025
Contractual interest expense	$	8,353
Amortization of debt discount	853
Amortization of debt issuance costs	75
Total	$	9,281

Interest expense recognized on the November 2025 Convertible Notes is as follows:


	For the Year Ended December 31, 2025
Contractual interest expense	$	1,050
Amortization of debt discount	3,257
Amortization of debt issuance costs	4
Total	$	4,311

Interest expense recognized on the DOE Loan Facility is as follows:


	For the Years Ended December 31,
	2025		2024
Contractual interest expense	$	3,826	$	107
Amortization of debt issuance costs	1,760		9
Amortization of debt discount	181		—
Total	$	5,767	$	116

The following table summarizes interest expense recognized on the Senior Secured Term Loan:


	For the Year Ended December 31,
	2024
Contractual interest expense	$	6,858
Amortization of debt discount	224
Amortization of debt issuance costs	1,980
Total	$	9,062

Schedule of Balances Recognized Upon Issuance of Convertible Notes

The carrying value for the 2021 Convertible Notes is as follows:


	December 31,
	2025		2024
Principal	$	—	$	122,868
Unamortized debt discount	—		(13,045)
Unamortized debt issuance costs	—		(1,257)
Embedded derivative liability	—		1,272
Aggregate carrying value	$	—	$	109,838

The balance for the AFG Convertible Notes are as follows:


	December 31,
	2025		2024
Principal	$	—	$	22,353
Unamortized debt discount	—		(1,906)
Unamortized debt issuance costs	—		(538)
Embedded conversion feature	—		43,124
Aggregate carrying value	$	—	$	63,033

The carrying value for the May 2025 Convertible Notes is as follows:


	December 31, 2025		June 13, 2025		June 11, 2025		June 03, 2025
Principal	$	50,000	$	250,000	$	237,500	$	225,000
Unamortized debt discount	(1,799)		(10,000)		(9,500)		(9,000)
Unamortized debt issuance costs	(157)		(874)		(874)		(874)
Aggregate carrying value	$	48,044	$	239,126	$	227,126	$	215,126

The carrying value for the November 2025 Convertible Notes is as follows:


	December 31, 2025		November 24, 2025
Principal	$	600,000	$	600,000
Unamortized debt discount	(298,297)		(301,554)
Unamortized debt issuance costs	(326)		(330)
Embedded conversion feature	$	228,719	$	282,054
Aggregate carrying value	$	530,096	$	580,170

The carrying value for the DOE Loan Facility is as follows:


	For the Years Ended December 31,
	2025		2024
Principal (life to date draw-downs)	$	90,945	$	68,279
Capitalized PIK Interest	3,740		107
Unamortized debt issuance costs	(2,749)		(2,934)
Unamortized debt discount	$	(7,609)	$	—
Aggregate carrying value	$	84,327	$	65,452

Schedule of Loan Facility Draw-Downs

The DOE Loan Facility draw-downs were as follows:



	Loan Facility Available for Future Draw-downs Tranche 1		Interest Rate
Beginning Balance, November 26, 2024	$	90,945
Draw-downs received during the year ended December 31, 2024	(68,279)		4.791	%
Draw-downs received during the year ended December 31, 2025	$	(22,666)	4.286	%
Remaining Balance, December 31, 2025	$	—

The Company has not drawn on Tranches 2, 3 or 4 as of December 31, 2025.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Cash, Cash Equivalents and Restricted Cash - Narrative (Details) - DOE Clean Energy Financing Program $ in Thousands	12 Months Ended
	Dec. 31, 2025 USD ($)
Restricted Cash and Cash Equivalent Item [Line Items]
Restricted cash minimum liquidity requirement increases	$ 15,000
Restricted cash minimum liquidity requirement increases, period	12 months

Fair Value Measurement - Schedule of Fair Value of Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Level 1 \| Embedded derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivatives	$ 0	$ 0
Level 1 \| Delayed Draw Term Loan (DDTL)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Delayed Draw Term Loan	0	0
Level 1 \| SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	0
Level 1 \| Contingent Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	0
Level 1 \| IPO, April, May and December 2023 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	0
Total liabilities	0	0
Level 2 \| Embedded derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivatives	0	0
Level 2 \| Delayed Draw Term Loan (DDTL)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Delayed Draw Term Loan	0	0
Level 2 \| SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	0
Level 2 \| Contingent Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	0
Level 2 \| IPO, April, May and December 2023 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	269
Total liabilities	0	269
Level 3 \| Embedded derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivatives	228,719	44,396
Level 3 \| Delayed Draw Term Loan (DDTL)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Delayed Draw Term Loan	150,427	76,188
Level 3 \| SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	470,715	188,857
Level 3 \| Contingent Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	0	77,773
Level 3 \| IPO, April, May and December 2023 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	313,253	189,322
Total liabilities	$ 1,163,114	$ 576,536

Intangible Assets - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
2026	$ 359
2027	352
2028	268
2029	0
2030	0
Total	$ 979	$ 240

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses were as follows:


	December 31,
	2025		2024
Accrued payroll	$	4,471	$	4,811
Warranty reserve (1)	9,469		5,102
Accrued legal and professional expenses	1,570		1,709
Provision for contract losses	6,138		4,724

Accrued interest	1,196		41
Other (2)	2,950		5,645
Total accrued expenses	$	25,794	$	22,032

(1) Refer to the table below for the warranty reserve activity.

(2) Included in Other accrued expenses in the table above as of December 31, 2024, is $4,000 payable in accordance with the Insurer Letter Agreement. See Note 3, Credit and Securities Purchase Transaction for further discussion.

Schedule of Warranty Reserve Activity

The following table summarizes warranty reserve activity:


	For the Years Ended December 31,
	2025		2024
Warranty reserve - beginning of period	$	5,102	$	6,197
Additions for current year deliveries	3,296		576
Changes in the warranty reserve estimate	2,946		(482)
Warranty costs incurred	(1,875)		(1,189)
Warranty reserve - end of period	$	9,469	$	5,102

Shareholders' Deficit - Narrative (Details)					12 Months Ended
Shareholders' Deficit - Narrative (Details)	Nov. 24, 2025 USD ($) shares	Nov. 19, 2025 $ / shares shares	Jun. 02, 2025 USD ($)	May 29, 2025 $ / shares shares	Dec. 31, 2025 USD ($) vote $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	May 22, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)					1,000,000
Preferred stock issued per unit (in usd per share) \| $ / shares					$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)					0	0
Preferred stock, shares outstanding (in shares)					0	0
Common stock, shares authorized (in shares)					600,000,000	600,000,000
Common stock, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001
Number of votes for each share \| vote					1
Common stock, shares issued (in shares)					337,132,374	221,791,205
Common stock, shares outstanding (in shares)					337,132,374	221,791,205
Cancellation of shares used to settle payroll tax withholding \| $					$ 488,000	$ 1,228,000
Common stock to be purchased through warrants (in shares)							9,075,000
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares							$ 11.50
ATM
Class of Stock [Line Items]
Authorized value of stock to be sold \| $					$ 200,000
Sale of stock, number of shares issued in transaction (in shares)						16,627,523
Funds raised under the ATM \| $						$ 14,089,000
Sale of stock, average price per share (in usd per share) \| $ / shares						$ 0.87
Public Offering
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				21,562,500
Funds raised under the ATM \| $			$ 81,075,000
Public Offering \| Scenario, Plan
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				18,750,000
Issuance of PIPE shares (in usd per share) \| $ / shares				$ 4.00
Over-Allotment Option \| Scenario, Plan
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)				2,812,500
Private Placement
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	35,855,647
Funds raised under the ATM \| $	$ 458,235,000
Private Placement \| Scenario, Plan
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)		35,855,647
Issuance of PIPE shares (in usd per share) \| $ / shares		$ 12.78
IPO
Class of Stock [Line Items]
Exercise of warrants (in shares)					274,400
Public warrants
Class of Stock [Line Items]
Exercise of warrants (in shares)					6,970,826	0
Warrant outstanding (in shares)					0	7,052,254

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Payables and Accruals [Abstract]
Accrued payroll	$ 4,471	$ 4,811
Warranty reserve	9,469	5,102
Accrued legal and professional expenses	1,570	1,709
Provision for contract losses	6,138	4,724
Accrued interest	1,196	41
Other	2,950	5,645
Total accrued expenses	$ 25,794	22,032
Insurer letter agreement, other accrued liabilities, current		$ 4,000

Inventory

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

Inventory

The following table provides information about inventory balances:


	December 31,
	2025		2024
Raw materials	$	44,501	$	25,126
Work-in-process	13,701		6,665
Finished goods	824		1,035
Total Inventory	$	59,026	$	32,826

Borrowings - Narrative (Details)																		1 Months Ended			3 Months Ended		6 Months Ended	12 Months Ended		13 Months Ended
Borrowings - Narrative (Details)	Nov. 24, 2025 USD ($) tradingDay $ / shares	Oct. 16, 2025 USD ($)	Jul. 29, 2025 USD ($)	Jun. 30, 2025 USD ($)	Jun. 13, 2025 USD ($)	Jun. 03, 2025 USD ($) tradingDay $ / shares	May 28, 2025 USD ($)	Jan. 24, 2025 USD ($)	Dec. 31, 2024 USD ($) $ / shares	Dec. 06, 2024 USD ($)	Nov. 26, 2024 USD ($) tranche	Oct. 31, 2024 USD ($)	Aug. 29, 2024 USD ($)	Jun. 21, 2024 USD ($)	Jan. 18, 2023 USD ($) trading_day $ / shares	Jul. 29, 2022 USD ($)	Jul. 06, 2021 USD ($) $ / shares	Nov. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2025 USD ($) $ / shares shares	Sep. 30, 2025 shares	Jun. 04, 2025 USD ($)	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2025 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Jun. 11, 2025 USD ($)	Apr. 16, 2025 USD ($)	Jan. 31, 2025 USD ($)	Aug. 31, 2024 USD ($)	Jan. 31, 2023 USD ($)	May 22, 2020 $ / shares shares
Debt Instrument
Cash paid for interest																								$ 8,403,000	$ 4,395,000
Loss on debt extinguishment																								$ 52,652,000	$ (68,478,000)
Common stock, par value (in dollars per share) \| $ / shares									$ 0.0001												$ 0.0001			$ 0.0001	$ 0.0001	$ 0.0001
Proceeds received from Credit and Securities Purchase Transaction, net - related party																								$ 38,475,000	$ 160,325,000
Change in fair value of debt - credit risk - related party																								(87,317,000)	(43,490,000)
Long-term debt, current									$ 2,014,000												$ 372,000			372,000	2,014,000	$ 372,000
Principal									395,535,000												939,476,000			939,476,000	395,535,000	939,476,000
Induced conversion expense																								63,471,000	0
Common stock to be purchased through warrants (in shares) \| shares																																	9,075,000
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares																																	$ 11.50
Change in fair value of warrants																								279,861,000	171,226,000
DOE Loan Facility
Debt Instrument
Common stock to be purchased through warrants (in shares) \| shares																		570,000
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares																		$ 0.01
Change in fair value of warrants																		$ 7,294,000
Related Party
Debt Instrument
Non-cash interest expense																								9,926,000	19,499,000
Accumulated other comprehensive income (loss)									(43,490,000)												(130,807,000)			(130,807,000)	(43,490,000)	(130,807,000)
Payment of debt extinguishment costs - related party																								1,680,000	0
Nonrelated Party
Debt Instrument
Non-cash interest expense																								9,054,000	5,333,000
Accumulated other comprehensive income (loss)									(6,000)												10,000			10,000	(6,000)	10,000
Delayed Draw Term Loan (DDTL)
Debt Instrument
Repayments of Long-Term Debt							$ 47,619,000
Fair Value							2,381,000
2021 Convertible Notes Payable \| Convertible Notes
Debt Instrument
Principal amount						$ 122,868,000
Debt instruments, coupon rate																	5.00%
Cash paid for interest						3,072,000
Repayments of Long-Term Debt						131,000,000
Premium repayment contingency						5,000,000
Proceeds from repayment of debt premium					$ 5,000,000
Loss on debt extinguishment																					10,688,000			3,589,000
Non-cash interest expense																								6,613,000	14,299,000
Contractual interest expense																								3,072,000	7,053,000
Principal									122,868,000												$ 0			0	122,868,000	0
2021 Convertible Notes Payable \| Convertible Notes \| Related Party
Debt Instrument
Principal amount																	$ 100,000,000
Debt instruments, coupon rate																	5.00%
Paid-in-kind interest rate																	6.00%
Conversion ratio																	49.9910
Conversion price per unit (in usd per share) \| $ / shares																	$ 20.00
Percentage of stock price																	130.00%
Threshold trading days																	20
Consecutive trading days																	30
Redemption percentage																	100.00%
Original issue discount																	0.50%
AFG Convertible Note \| Convertible Notes
Debt Instrument
Conversion price per unit (in usd per share) \| $ / shares															$ 1.67
Percentage of stock price															130.00%
Threshold trading days \| trading_day															20
Consecutive trading days \| trading_day															30
Common stock, par value (in dollars per share) \| $ / shares															$ 0.0001
Line of credit facility, interest rate during period (as percent)			7.00%
AFG Convertible Note \| Convertible Notes \| Common Stock
Debt Instrument
Conversion rate (as a percent)																					59.88024%
Issue and sale of shares (in shares) \| shares																					2,863,291	16,578,810
AFG Convertible Note \| Convertible Notes \| Related Party
Debt Instrument
Principal amount															$ 13,750,000																	$ 13,750,000
Paid-in-kind interest rate																																26.50%
Redemption percentage															100.00%
Non-cash interest expense																								3,313,000	6,114,000
(Loss) gain on beneficial conversion feature		$ 41,726,000	$ 79,587,000																					78,189,000	38,779,000
Contractual interest expense																								3,300,000	4,924,000
Principal									22,353,000												$ 0			0	22,353,000	0
AFG Convertible Note \| Convertible Notes \| Related Party \| Period One
Debt Instrument
Debt instruments, coupon rate															26.50%
AFG Convertible Note \| Convertible Notes \| Nonrelated Party
Debt Instrument
Non-cash interest expense																								2,962,000
Delayed Draw Term Loan (DDTL) \| Secured Debt
Debt Instrument
Principal amount														$ 210,500,000
Debt instruments, coupon rate														7.00%
Fair Value												$ 28,340,000		$ 25,653,000																$ 17,312,000	$ 12,528,000
Proceeds received from Credit and Securities Purchase Transaction, net - related party								$ 40,500,000				65,000,000	$ 30,000,000	75,000,000
Proceeds from issuance of debt, net of original issue discount												$ 61,750,000	$ 28,500,000	$ 70,075,000
Percentage of original issue discount												5.00%	5.00%	5.00%
Restricted cash minimum liquidity requirement increases																					15,000,000			15,000,000		15,000,000
Debt instrument, exit fee, percentage														5.00%
Debt instrument, delayed milestone penalty, percentage														4.00%
Delayed milestone penalty, aggregate, percentage														16.00%
Debt instrument, milestones penalty percentage														49.00%
Debt instrument, writ or warrant excess amount														$ 2,500,000
Debt instrument, interest rate, increase (decrease)														5.00%
Principal									179,542,000												194,419,000			194,419,000	179,542,000	194,419,000
Delayed Draw Term Loan (DDTL) \| Secured Debt \| EOS Energy Enterprises, Inc. \| CCM Denali Debt Holdings, LP
Debt Instrument
Ownership percentage, noncontrolling owner														33.00%
Delayed Draw Term Loan (DDTL) \| Secured Debt
Debt Instrument
Proceeds from issuance of debt, net of original issue discount								$ 38,475,000
Modification of the DDTL
Debt Instrument
Loss on debt extinguishment							(38,375,000)
Accumulated other comprehensive income (loss)							50,000,000
Change in fair value of debt - credit risk - related party							$ 16,245,000
Equipment financing facility
Debt Instrument
Non-cash interest expense																								199,000	650,000
Long-term line of credit									2,385,000												372,000			372,000	2,385,000	372,000
Long-term debt, current									2,014,000												372,000			372,000	2,014,000	372,000
Equipment financing facility \| Line of Credit
Debt Instrument
Maximum borrowing capacity																				$ 25,000,000
Principal									2,386,000												$ 372,000			$ 372,000	2,386,000	$ 372,000
Draw-downs received during the year ended December 31, 2024																			$ 4,216,000	$ 7,000,000							$ 11,216,000
Equipment financing facility \| Line of Credit \| Period One
Debt Instrument
Debt instruments, coupon rate																					14.30%			14.30%		14.30%
Equipment financing facility \| Line of Credit \| Period Two
Debt Instrument
Debt instruments, coupon rate																					16.20%			16.20%		16.20%
2025 Convertible Notes Due \| Convertible Notes
Debt Instrument
Principal amount						$ 225,000,000												250,000,000
Debt instruments, coupon rate						6.75%
Conversion price per unit (in usd per share) \| $ / shares						$ 5.10
Percentage of stock price						130.00%
Threshold trading days \| tradingDay						30
Consecutive trading days \| tradingDay						20
Repayments of Long-Term Debt																		564,648,000
Non-cash interest expense																								$ 9,281,000
Contractual interest expense																								8,353,000
Debt instrument, option payment amounts						$ 25,000,000
Debt instrument sale price of common stock period						10 days
Debt instrument percentage of sale price of common stock						98.00%
Convertible debt instrument, excess stock price threshold						130.00%
Convertible debt instrument minimum amount outstanding for redemption						$ 75,000,000
Interest payable - related party																					$ 141,000			141,000		$ 141,000
Principal						$ 225,000,000												250,000,000			50,000,000			50,000,000		50,000,000		$ 237,500,000
Payments to repurchase debt																		200,000,000
Induced conversion expense																		63,471,000
Recognition of gain, included in Change in fair value of derivatives																		$ 23,132,000
November 2025 Convertible Notes \| Convertible Notes
Debt Instrument
Principal amount	$ 525,000,000
Debt instruments, coupon rate	1.75%
Conversion price per unit (in usd per share) \| $ / shares	$ 16.29
Threshold trading days \| tradingDay	30
Consecutive trading days \| tradingDay	20
Non-cash interest expense																								4,311,000
Contractual interest expense																								1,050,000
Debt instrument, option payment amounts	$ 75,000,000
Convertible debt instrument, excess stock price threshold	130.00%
Convertible debt instrument minimum amount outstanding for redemption	$ 75,000,000
Interest payable - related party																					1,050,000			1,050,000		1,050,000
Principal	$ 600,000,000																				600,000,000			600,000,000		600,000,000
DOE Loan Facility \| DOE Loan Facility Tranche 1
Debt Instrument
Maximum borrowing capacity																					90,945,000			90,945,000		90,945,000			$ 90,945,000
DOE Loan Facility \| DOE Loan Facility Tranche 2
Debt Instrument
Maximum borrowing capacity																													106,733,000
DOE Loan Facility \| DOE Loan Facility Tranche 3
Debt Instrument
Maximum borrowing capacity																													67,529,000
DOE Loan Facility \| DOE Loan Facility Tranche 4
Debt Instrument
Maximum borrowing capacity																													$ 12,290,000
DOE Loan Facility \| DOE Loan Facility Tranche 1
Debt Instrument
Maximum borrowing capacity											$ 101,979,000
DOE Loan Facility \| DOE Loan Facility Tranche 2
Debt Instrument
Maximum borrowing capacity											117,326,000
DOE Loan Facility \| DOE Loan Facility Tranche 3
Debt Instrument
Maximum borrowing capacity											71,836,000
DOE Loan Facility \| DOE Loan Facility Tranche 4
Debt Instrument
Maximum borrowing capacity											12,309,000
DOE Loan Facility \| Line of Credit
Debt Instrument
Debt instruments, coupon rate										4.791%													4.286%
Non-cash interest expense																								5,767,000	116,000
Contractual interest expense																								3,826,000	107,000
Maximum borrowing capacity											277,497,000
Principal									68,386,000												94,685,000			94,685,000	68,386,000	94,685,000
Line of credit facility, maximum capitalized interest											$ 25,953,000
Percentage of eligible project costs											80.00%
Funding cost of debt, percentage											20.00%
Draw-downs received during the year ended December 31, 2024																										90,945,000
DOE Loan Facility \| Line of Credit \| US Treasury (UST) Interest Rate
Debt Instrument
Variable rate spread											0.375%
DOE Loan Facility \| Line of Credit \| DOE Loan Facility Tranche 1
Debt Instrument
Draw-downs received during the year ended December 31, 2024										$ 68,279,000													$ 22,666,000
DOE Loan Facility \| Line of Credit \| Maximum
Debt Instrument
Debt instrument, number of tranches \| tranche											4
DOE Loan Facility \| Line of Credit \| Minimum
Debt Instrument
Debt instrument, number of tranches \| tranche											2
Senior Secured Term Loan \| Minimum \| Secured Overnight Financing Rate (SOFR)
Debt Instrument
Variable rate spread																0.2616%
Senior Secured Term Loan \| Minimum \| Federal Reserve Bank of New York Financing Rate (NYFRB)
Debt Instrument
Variable rate spread																0.50%
Senior Secured Term Loan \| Secured Debt
Debt Instrument
Principal amount																$ 100,000,000
Principal									0												$ 50,000,000			50,000,000	0	$ 50,000,000
Number of days prior to current maturity date																91 days
Minimum prepayment amount																$ 500,000
Senior Secured Term Loan \| Secured Debt \| Atlas Credit Agreement
Debt Instrument
Principal amount														$ 100,000,000
Number of days prior to current maturity date														91 days
Escrowed interest														$ 11,900,000
Debt instrument, participation lieu payments														1,000,000
Payment of debt extinguishment costs - related party														$ 8,000,000
Gains (losses) on restructuring of debt																								$ 68,478,000
Senior Secured Term Loan \| Secured Debt \| Insurer Letter Agreement
Debt Instrument
Payment of debt extinguishment costs - related party				$ 4,000,000					$ 3,000,000
Senior Secured Term Loan \| Secured Debt \| Nonrelated Party
Debt Instrument
Non-cash interest expense																									9,062,000
Contractual interest expense																									$ 6,858,000
Senior Secured Term Loan \| SOFR Loans
Debt Instrument
Variable rate spread																8.50%
Senior Secured Term Loan \| ABR Loans
Debt Instrument
Debt instruments, coupon rate																7.50%

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	12 Months Ended
	Dec. 31, 2025
Receivables [Abstract]
Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration Notes receivable, net, relates to financing the Company offered to a customer. The Company reports the notes receivable at the principal balance outstanding less an allowance for losses. The estimate of credit losses is based on historical trends, the customer’s financial condition and current economic trends. The Company charges interest at a fixed rate and calculates interest income by applying the effective rate to the outstanding principal balance. As of December 31, 2024, the Company had notes receivable, net, outstanding of $847, included in Other assets, net and Other current assets in the accompanying Consolidated Balance Sheets. During the second quarter of 2025, the Company recorded a full allowance against the notes receivable, resulting in a zero balance as of December 31, 2025 As of December 31, 2025 and 2024, the allowance for expected credit loss related to the notes receivable amounted to $884 and $37, respectively. Recognition of the allowance results in an expense classified within Selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. The customer to whom the Company offers financing through notes receivable is a VIE. However, the Company is not the primary beneficiary, because the Company does not have power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Therefore, the VIE is not consolidated into the Company’s Consolidated Financial Statements. The maximum loss exposure is limited to the carrying value of notes receivable as of the balances sheet dates.

Credit Agreement and Securities Purchase Transaction

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Credit Agreement and Securities Purchase Transaction

Credit and Guaranty Agreement (“Credit Agreement”)

Delayed Draw Term Loan

On June 21, 2024, the Company entered into a credit and guaranty agreement (the “Credit Agreement”) with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (herein after referred to as “Cerberus”, “Denali”, “Lender”, “Holder”). As a result of this transaction, Cerberus agreed to provide a $210,500 secured multi-draw facility to be made in four installments (“tranches”, and collectively, the (“Delayed Draw Term Loan” or “DDTL”) as well as a $105,000 revolving credit facility (“Revolving Facility”), to be made available at the Lenders’ sole discretion and only if the Delayed Draw Term Loan is fully funded. On June 21, 2024, the initial $75,000 installment was funded (the “Initial Draw”). On August 29, 2024, the full amount of the August tranche of $30,000 was funded. On October 31, 2024, the full amount of the October tranche of $65,000 was funded. The final tranche in the amount of $40,500 was funded on January 24, 2025, completing the scheduled fundings under the Delayed Draw Term Loan.

On November 26, 2024, the Company amended the Credit Agreement (the “Credit Agreement Amendment”), by and among the Company, certain of the Company’s subsidiaries as guarantors party thereto and the Lender, pursuant to which among other things, the applicability of the Consolidated Revenue and EBITDA financial covenants were deferred until December 31, 2025 and certain provisions were amended to conform with comparable provisions in the DOE Loan Facility.

On April 30, 2025, the Company entered into that certain First Amendment to the Credit Agreement (“First Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which, the measurement period for achieving Sales Milestone 4 (as defined in the Credit Agreement) was extended until July 31, 2025. On April 30, 2025, the Company and Cerberus mutually agreed that the Company achieved three of the four Fourth Milestone Components (as defined in the Credit Agreement) related to the Company’s materials cost, Z3 technology and automated line. No additional Preferred Stock or Warrants will be issued to Cerberus related to the three of the four Fourth Milestone Components achieved by the Company. If the Company had failed to meet Sales Milestone 4 on July 31, 2025, then the Applicable Percentage would have been subject to up to a final 1% increase, and as a result Cerberus would have been entitled to receive Preferred Stock or Warrants aggregating to a maximum aggregate Applicable Percentage of 34% (as compared to the original maximum adjustment for all four Milestones of up to 49%).

On May 28, 2025, the Company entered into that certain Second Amendment to Credit Agreement (the “Second Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto. The Second Credit Agreement Amendment permitted the Company to raise proceeds by the issuance and sale of common stock and/or convertible notes (called a “Specified Refinancing Transaction’) under the following conditions: (a) $50,000 of the net cash proceeds be applied to prepay the obligations under the Credit Agreement, (b) the Specified Refinancing Transaction result in the full repurchase, tender, redemption. exchange or other refinancing or retirement in full of the Company’s outstanding 2021 Convertible Note Payable and (c) other legal and contractual requirements. Upon closing of the Specified Refinancing Transaction and the satisfaction of certain other conditions precedent set forth in the Second Credit Agreement Amendment, three significant modifications to the Credit Agreement became effective: (i) the interest rate on outstanding borrowings reduced from 15% to 7% per annum, (ii) the Consolidated Revenue and EBITDA financial covenants were deferred until March 31, 2027 and (iii) the equity to be issued to Cerberus in the event the Company fails to meet the final component of the last milestone under the Credit Agreement would be limited to warrants for shares of common stock or shares of convertible preferred stock equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date (including the securities issued pursuant to the Specified Refinancing Transaction).

On May 29, 2025, the Company entered into that certain Third Amendment to Credit Agreement (the “Third Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which, among other things, the Credit Agreement was further amended to modify the definition of Specified Refinancing Transaction by increasing the maximum cash component of consideration that may be given for the repurchase, tender, redemption, exchange or other refinancing or retirement of the Company’s outstanding 2021 Convertible Note Payable to $115,000.

On July 29, 2025, the Company entered into that certain Fourth Amendment to Credit Agreement, (the “Fourth Credit Agreement Amendment”), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which the measurement period for achieving Sales Milestone 4 (as defined in the Credit Agreement) was extended until October 31, 2025. If the Company fails to meet Sales Milestone 4 on October 31, 2025, then the applicable percentage is subject to up to a final 1% increase, and as a result Cerberus would be entitled to Preferred Stock or Warrants equal to 1% of the fully diluted outstanding shares of the Company on the final milestone measurement date (including the securities already issued to Cerberus and securities issued pursuant to the Specified Refinancing Transaction).

On October 31, 2025, the Company satisfied its final performance milestones comprising of Sales Milestone 4 for the Fourth Milestone Test Date, as defined under the Credit Agreement, pursuant to the terms thereof. No additional preferred stock or warrants will be issued to Cerberus at this time.

On November 18, 2025, the Company entered into the Fifth Amendment to Credit Agreement, (the "Fifth Credit Agreement Amendment"), with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which, among other things, the Credit Agreement was further amended to (a) to permit the Company’s issuance and sale of common stock, par value $0.0001 per share (“Common Stock”), and/or convertible notes in a transaction or a series of transactions (each an “Offering” and together, the “Offerings”) and the repurchase of May 2025 Convertible Senior Notes due 2030 (the “May 2025 Convertible Notes”) issued by the Company provided that up to $200,000 of the net cash proceeds of the Offerings may be applied to repurchase the May 2025 Convertible Notes. Upon the consummation of the Offering of convertible notes and the satisfaction of certain other conditions precedent set forth in the Credit Agreement Amendment, the convertible notes issued pursuant to such Offering will be permitted indebtedness of the Company for purposes of the Credit Agreement.

On November 19, 2025 the Company entered into the Sixth Amendment to the Credit Agreement, (the "Sixth Credit Agreement Amendment") with Cerberus US Servicing LLC as Administrative Agent under the Credit Agreement and the lenders party thereto, pursuant to which, among other things, permits the Company to settle conversions of the November 2025 Convertible Notes due 2031 (the "November 2025 Convertible Notes") in cash in accordance with the terms of the November 2025 Convertible Notes until such time as an affirmative vote from the minimum number of shareholders required to approve an increase in the number of the Company’s authorized shares has been taken.

Refer to Note 13, Borrowings for further information on the DDTL accounting treatment from the First Credit Agreement Amendment, Second Credit Agreement Amendment, Third Credit Agreement Amendment, Fourth Credit Agreement Amendment, Fifth Credit Agreement Amendment and the Sixth Credit Agreement Amendment (collectively, the “Cerberus Amendments”).

Securities Purchase Agreement

On June 21, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with CCM Denali Equity Holdings, LP (the “Purchaser”).

SPA Warrant

Under the SPA, the Company issued a warrant to purchase 43,276,194 shares of common stock representing a collective ownership of 19.9% (the “SPA Warrant”) of our outstanding shares of (inclusive of Series A-1 Preferred Stock – see below) common stock prior to the issuance. The SPA Warrant has a ten-year term and an exercise price of $0.01 per share. The SPA Warrant includes anti-dilutive rights, subject to certain excluded issuances, in the event any shares of common stock, options, warrants, convertible securities or other equity or equity equivalent securities payable in common stock are issued at a price per share of less than the fair market value (as defined in the Warrant) of a share of common stock on the issuance date of the Warrant, subject to adjustment. Until the Company received stockholder approval on September 10, 2024, the Company could not issue additional shares of common stock exceeding 19.99% of shares of common stock issued and outstanding as of the date of the Initial Draw (such percentage, as may be adjusted in accordance with the terms of the Warrant, the “Conversion Cap”) upon exercise of the Warrant, and would have been required to issue, at the option of the Lender, Series A Preferred Stock or additional warrants on common stock upon a draw under the Delayed Draw Term Loan. Following shareholder approval received, the Conversion Cap increased to 49.9% of the number of shares of common stock issued and outstanding as of the applicable measurement date; and the holder of the Warrant has the option to amend the Conversion Cap to any percentage less than 49.9%.

The SPA Warrant is exercisable at the holder’s discretion for cash or on a cashless basis. The SPA Warrant is subject to automatic cashless exercise on the expiration date if the fair market value of one share is greater than the exercise price then in effect. Upon an acceleration under the Credit Agreement, the Company may be required to purchase the SPA Warrant from the holder at an amount equal to the closing sale price of underlying common stock less the SPA Warrant exercise price at the request of the holder. The SPA Warrant meets the criteria for liability classification under ASC 480 and is recognized at fair value with changes in fair value included in Change in fair value of derivatives - related parties in the Consolidated Statements of Operations and Comprehensive Loss.

Contingent Warrants

Upon the achievement of performance milestones on dates specified in the Credit Agreement, the Company received additional funds and issued at the option of the Lender, Preferred Stock (Series A Preferred Stock, if prior to shareholder approval or Series B Preferred Stock if after shareholder approval) or warrants on common stock (collectively “Contingent Warrants”) under the SPA in an amount equal to the applicable percentage, up to an aggregate of 33.0% ownership limitation on a fully diluted basis at such time the Delayed Draw Term Loan is fully drawn. As of December 31, 2025, the Company has achieved all performance milestones and the Delayed Draw Term Loan is fully funded. As of December 31, 2024, the Contingent Warrants are included in Warrants liability - related party on the Consolidated Balance Sheets at fair value. The change in fair value of the Contingent Warrants is included in Change in fair value of derivatives - related parties on the Company’s Consolidated Statements of Operations and Comprehensive Loss. There are no Contingent Warrants outstanding as of December 31, 2025. See Note 14, Warrants Liability, for further discussion of the SPA Warrant and Contingent Warrants.

Series A-1 Preferred Stock

On June 21, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series A-1 Non-Voting Non-Convertible Preferred Stock (the “Series A-1 Certificate of Designation” and the shares issuable thereunder, the “Series A-1 Preferred Stock”) and issued 59 shares of Series A-1 Preferred Stock to satisfy the terms of the Credit Agreement. Under the terms of the Series A-1 Certificate of Designation, each share of Series A-1 Preferred Stock had an original issue price of $455,822.59 (the “A-1 Original Issue Price”) and a liquidation value, payable with the common stock, as if such shares were convertible into an aggregate of 31,940,063 shares of common stock, subject to adjustment. The Series A-1 Preferred Stock was non-voting and non-convertible into common stock. Holders of the Series A-1 Preferred Stock were entitled to receive dividends or distributions on each share of Series A-1 Preferred Stock equal to dividends or distributions actually paid on each share of common stock, multiplied by the number of shares of common stock represented by the Series A-1 Preferred Stock Liquidation Value (as defined in the Series A-1 Certificate of Designation).

The 59 shares of Series A-1 Preferred Stock issued to Cerberus converted into shares of Series B-1 Preferred Stock once stockholder approval was obtained on September 10, 2024. See Series B Preferred Stock discussion below.

Series A-2 Preferred Stock

On August 29, 2024, the Company filed with the Secretary of State of the State of Delaware the Series A-2 Certificate of Designation (the “Series A-2 Certificate of Designation”) and the shares issuable thereunder, the “Series A-2 Preferred Stock”).

Under the terms of the Series A-2 Certificate of Designation, each share of Series A-2 Preferred Stock had an original issue price of $9,555,515.30 (the “A-2 Original Issue Price”) and a liquidation value, payable pari passu with the common stock, as if such share was convertible into an aggregate of 28,806,463 shares of common stock, subject to adjustment. The Series A-2 Preferred Stock was non-voting and non-convertible into common stock. Holders of the Series A-2 Preferred Stock were entitled to receive dividends or distributions on each share of Series A-2 Preferred Stock equal to dividends or distributions actually paid on each share of common stock, multiplied by the number of shares of common stock represented by the Series A-2 Preferred Stock Liquidation Value (as defined in the Series A-2 Certificate of Designation). The Series A-2 Preferred Stock terms were substantially identical to the Series A-1 Preferred Stock.

On August 29, 2024, in connection with the August 2024 Draw, and pursuant to the terms and conditions of the Credit Agreement between the Company and Cerberus, the applicable percentage increased by 4.9%, and as a result the Company issued to Cerberus 7 shares of Series A-2 Preferred Stock.

The 7 shares of Series A-2 Preferred issued to Cerberus converted into shares of Series B-2 Preferred Stock once stockholder approval was obtained on September 10, 2024. See Series B Preferred Stock discussion below.

Series B Preferred Stock

On September 11, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-1 Non-Voting Convertible Preferred Stock (the “Series B-1 Certificate of Designation” and the shares issuable thereunder, the “Series B-1 Preferred Stock”) and the Certificate of Designation of Series B-2 Non-Voting Convertible Preferred Stock (the “Series B-2 Certificate of Designation” and the shares issuable thereunder, the “Series B-2 Preferred Stock”).

On November 1, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-3 Non-Voting Convertible Preferred Stock (the “Series B-3 Certificate of Designation” and the shares issuable thereunder, the “Series B-3 Preferred Stock”).

On January 24, 2025, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series B-4 Non-Voting Convertible Preferred Stock (the “Series B-4 Certificate of Designation” and the shares issuable thereunder, the “Series B-4 Preferred Stock”).

Each Series B Preferred Stock has a par value of $0.0001 per share. The table below summarizes the Company’s outstanding Series B Preferred Stock as of December 31, 2025.


Preferred Stock	Issuance Date	Shares Issued	Original Issue Price		Shares Outstanding	Common Stock Equivalent


Series B-1 Preferred Stock	9/12/2024	31.940063	$	841,999.99	31.940063	31,940,063
Series B-2 Preferred Stock	9/12/2024	28.806463	$	2,322,000	28.806463	28,806,463
Series B-3 Preferred Stock	11/1/2024	38.259864	$	3,358,000	38.259864	38,259,864
Series B-4 Preferred Stock	1/24/2025	16.150528	$	5,990,000	16.150528	17,305,070

Conversion rights: The Series B Preferred Stock is convertible into common stock at a conversion ratio of 1.0 million shares of common stock per share of Series B Preferred Stock (“Conversion Ratio”). The Conversion Ratio is subject to antidilution protection that is triggered if the Company issues equity for a price per share that is less than the conversion price then in effect, subject to certain exceptions.

During the second quarter of 2025, the Company’s issuance of the May 2025 Convertible Notes and common stock through the public offering triggered an adjustment to the Series B-4 Preferred Stock liquidation value under the terms of the Securities Purchase Agreement. The number of common shares issuable upon conversion of the Series B-4 increased by 1,154,542 to 17,305,070. The Company recorded a down round deemed dividend of $4,456 increasing additional paid-in capital and accumulated deficit on the Consolidated Statements of Shareholders' Deficit.

Dividends: Holders of the Series B Preferred Stock are entitled to receive dividends or distributions on each share of Series B Preferred Stock equal to dividends or distributions actually paid on each share of common stock on an as-converted basis.

Appointment of Directors: At all times when the holders of the Preferred Stock beneficially own at least 10%, 15% or 30% of the capital stock of the Company, the Preferred Stock shareholders, exclusively and voting together as a separate class, will have the right to appoint a maximum of 1, 2 or 3 Directors to the Board of Directors of the Company (the “Board”), respectively. At all times when the holders of the Preferred Stock beneficially own at least 40% of the capital stock of the Company, the Preferred Stock shareholders, exclusively and voting together as a separate class, will have the right to nominate a fourth director, who shall be nominated by the Board or the nominating committee of the Board to a class of common directors and thereafter stand for election as a common director on the Board. The Preferred Stock shareholders will have the right to nominate a fourth director to the Board only if such appointment does not result in a change of control under any Company governing documents or violate any applicable laws, including requirements of the SEC and Nasdaq and any such fourth director appointment shall be subject to and conditioned upon compliance by the holders of the Preferred Stock with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, including the submission of any required filings and the expiration or termination of any applicable waiting periods.

Preemptive rights: The Series B Certificates of Designation contain customary preemptive rights that permit the Holders of Series B Preferred Stock to participate in certain future equity offerings by the Company.

Rights to distributions upon liquidation of the Company: In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of the Series B Preferred Stock are entitled to receive distribution of any of the assets or surplus funds of the Company pro rata with the holders of the common stock and any other holders of the preferred stock of the Company issued pursuant to the SPA and the Credit Agreement (the “Investor Preferred Stock”), including the Series B Preferred Stock, in an amount equal to such amount per share as would have been payable had all shares of Series B Preferred Stock been converted to common stock.

Protective provisions: The Company is prohibited from taking certain actions that could adversely affect the rights of the Preferred Stock without the affirmative vote of a majority of the outstanding shares of Preferred Stock until the later of (i) such time when the holders of Investor Preferred Stock shall no longer beneficially own at least 5% of the outstanding capital stock of the Corporation and (ii) June 21, 2029, in the case of the Series B-1 Preferred Stock, August 29, 2029, in the case of the Series B-2 Preferred Stock, November 1, 2029 in the case of the Series B-3 Preferred Stock or January 24, 2030 in the case of Series B-4 Preferred Stock.

Redemption Rights: At any time after June 21, 2029, in the case of the Series B-1 Preferred Stock, August 29, 2029, in the case of the Series B-2 Preferred Stock, November 1, 2029 in the case of the Series B-3 Preferred Stock or January 24, 2030 in the case of Series B-4 Preferred Stock, the outstanding shares of Series B Preferred Stock held by any holder become redeemable for cash at the redemption price. The redemption price will be an amount per share equal to the greater of (i) the B-1 Original Issue Price, the B-2 Original Issue Price, the B-3 Original Issue Price or the Series B-4 Preferred Stock Original Issue, as applicable, plus all accrued and unpaid dividends thereon, up to and including the date of redemption and (ii) the number of shares of common stock issuable upon conversion of the applicable Series B Preferred Stock multiplied by the average of the closing sale price of the common stock for the five (5) business days immediately prior to the date of redemption plus all accrued and unpaid dividends thereon, up to and including the date of redemption.

As of December 31, 2025 and 2024, all then outstanding shares of Series B Preferred Stock were classified as mezzanine equity on the Consolidated Balance Sheets at its redemption value because it is probable of becoming redeemable. The Company recorded remeasurement of the Series B Preferred Stock, which reduces additional paid-in capital, on the Consolidated Statements of Shareholders' Deficit.

Atlas Payoff Letter and Insurer Letter Agreement

On June 21, 2024 (the “Atlas Facility Termination Date”), the Company entered into a payoff letter agreement (the “Atlas Payoff Letter”), by and among the Company, ACP Post Oak Credit I LLC (“Atlas”) and the Atlas Lenders (as defined below) relating to the Company’s Senior Secured Term Loan (see Note 13, Borrowings), dated as of July 29, 2022 (the “Atlas Credit Agreement”), by and among the Company and Atlas, as lender, administrative agent and collateral agent and the lenders from time to time party thereto (collectively with Atlas, the “Atlas Lenders”). Pursuant to the Atlas Payoff Letter, as of the Atlas Facility Termination Date, all outstanding obligations under the Atlas Credit Agreement and the related facility documents were deemed paid and satisfied in full and all security interests and other liens granted to or held by the Atlas Lenders were terminated and released. Under the Atlas Payoff Letter, the Company agreed to pay to the Atlas Lenders on the Atlas Facility Termination Date (a) approximately $11,900 (which was released from the interest escrow account maintained pursuant to the Atlas Credit Agreement, and (b) $8,000. Atlas also agreed, in lieu of amounts due from the Company, to receive a $1,000 participation in the Credit Agreement, as negotiated between Atlas and the Lender. The Company has no obligation under the participation agreement between Atlas and the Lender. The payoff of the Senior Secured Term Loan resulted in a restructuring gain. See Note 13, Borrowings, for further discussion.

In connection with the termination of the Atlas Credit Agreement, the Company entered into an insurer letter agreement, dated as of June 21, 2024 (the “Insurer Letter Agreement”), with the insurance companies that issued insurance policies to certain Atlas Lenders in connection with the Atlas Credit Agreement (the “Atlas Insurers”) pursuant to which the Company and the Atlas Insurers agreed that the Company will pay to the Atlas Insurers, subject to the terms and conditions of the Insurer Letter Agreement, $3,000 on December 31, 2024, and on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, an additional $4,000. The Company paid $3,000 in December 2024 and $4,000 in June 2025 to the Atlas Insurers.

Fair Value Measurement

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurement

The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, contract assets, accounts payable, accrued expenses, warrants, notes payable — related party, contract liabilities and debt obligations.

Accounting standards require financial assets and liabilities to be classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable and DOE Loan Facility are considered to be representative of their fair value.

The table below summarizes the fair values of certain liabilities that are included within the Company's accompanying Consolidated Balance Sheets, and their designations among the three fair value measurement categories:


	December 31, 2025						December 31, 2024
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
SPA Warrant (a)	$	—	$	—	$	470,715	$	—	$	—	$	188,857
Contingent warrants (a)	—		—		—		—		$	—	77,773
IPO, April, May and December 2023 Warrants (b)	—		—		313,253		—		269		189,322
Delayed Draw Term Loan	—		—		150,427		—		—		76,188
Embedded derivatives(c)	—		—		228,719		—		—		44,396
Total liabilities	$	—	$	—	$	1,163,114	$	—	$	269	$	576,536

(a) Included in Warrants liability - Related party on the Consolidated Balance Sheets.

(b) All these instruments are Level 3, except for the IPO warrants (Level 2). These are included in Warrants liability on the Consolidated Balance Sheets.

(c) Included in Long-term debt for the year ended December 31, 2025, and Notes Payable - Related Party for the year ended December 31, 2024 on the Consolidated Balance Sheets.

IPO Warrants

The IPO warrants are classified as Level 2 financial instruments in the table above. They are valued on the basis of the quoted price of the Company’s public warrants, adjusted for insignificant difference between the public warrants and the private placement warrants.

April 2023 warrants, May 2023 warrants and December 2023 warrants

The April 2023 warrants, May 2023 warrants and the December 2023 warrants are classified as Level 3 financial instruments in the table above. The Company estimated the fair value of these warrants using the Black-Scholes model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, risk-free interest rate, volatility and time to expiration. The volatility involves unobservable inputs classified as Level 3 of the fair value hierarchy.

The inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants and the December 2023 warrants are as follows:


April 2023 warrants	December 31, 2025			December 31, 2024
Time to expiration	2.79 years			3.79 years
Common stock price	$	11.46		$	4.86
Risk-free interest rate	3.5		%	4.3		%
Volatility	105.0		%	90.0		%

May 2023 warrants	December 31, 2025			December 31, 2024
Time to expiration	2.54 years			3.54 years
Common stock price	$	11.46		$	4.86
Risk-free interest rate	3.5		%	4.3		%
Volatility	105.0		%	90.0		%

December 2023 warrants	December 31, 2025			December 31, 2024
Time to expiration	2.96 years			3.96 years
Common stock price	$	11.46		$	4.86
Risk-free interest rate	3.5		%	4.3		%
Volatility	105.0		%	90.0		%

Embedded derivatives

The Company estimated the fair value of the embedded conversion features in the 2021 Convertible Note and AFG Convertible Notes using a binomial lattice model at inception and on subsequent valuation dates. This model incorporates inputs such as the stock price of the Company, dividend yield, risk-free interest rate, the effective debt yield and expected volatility. The effective debt yield and volatility involve unobservable inputs classified as Level 3 of the fair value hierarchy. On June 3, 2025, the Company repurchased the full $122,868 aggregate principal amount outstanding for the 2021 Convertible Note in a privately negotiated transaction. As such there was no derivative liability associated with the 2021 Convertible Note at December 31, 2025. On August 1, 2025 the Company issued a notice of redemption of Non-Affiliated Purchasers for all outstanding AFG Convertible Notes. On October 24, 2025 the Company issued a notice of redemption to the Affiliated Purchaser for all outstanding AFG Convertible Notes held by the Affiliated Purchaser. As such, there was no derivative liability associated with the AFG Convertible Notes at December 31, 2025. Refer to Note 13, Borrowings for further information on the conversion of AFG Convertible Notes.

In November 2025, the Company settled $200,000 aggregate principal amount of the $250,000 outstanding May 2025 Convertible Notes which was accounted for as induced conversion in accordance with ASC 470-20, Debt with Conversion and Other Options (Subtopic 470-20). In connection with the induced conversion, the Company recognized a non-option embedded derivative of the May 2025 Convertible Notes. The derivative resulted in the recognition of a gain of $23,132, included in Change in fair value of derivatives in the Consolidated Statements of Operations and Comprehensive Loss.

Refer to Note 13, Borrowings, for further information on the induced conversion and the non-option embedded derivative for the May 2025 Convertible Notes.

The inputs used to determine the fair value of the embedded derivative liabilities are as follows:


2021 Convertible Note	June 03, 2025		December 31, 2024
Term	1.08 Years		1.50 Years
Dividend yield	—	%	—	%
Risk-free interest rate	4.1	%	4.2	%
Volatility	60.0	%	65.0	%
Effective debt yield	24.0	%	30.0	%


AFG Convertible Note	October 16, 2025		July 28, 2025		December 31, 2024
Term	8.96 Years		0.93 Years		1.50 years
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	3.9	%	4.1	%	4.2	%
Volatility	60.0	%	60.0	%	65.0	%
Effective debt yield	14.5	%	23.2	%	30.0	%


May 2025 Convertible Note	November 24, 2025		November 19, 2025
Term	4.56 Years		4.57 Years
Dividend yield	—	%	—	%
Risk-free interest rate	3.6	%	3.7	%
Volatility	60.0	%	60.0	%
Effective debt yield	10.5	%	11.5	%


November 2025 Convertible Note	December 31, 2025		November 24, 2025
Term	5.92 Years		6.02 Years
Dividend yield	—	%	—	%
Risk-free interest rate	3.8	%	3.7	%
Volatility	60.0	%	60.0	%
Effective debt yield	11.7	%	12.8	%

Accounting for instruments resulting from the Credit and Securities Purchase Transaction

The Loan commitment assets were measured at fair value as of June 21, 2024 (see Note 3, Credit and Securities Purchase Transaction). The fair value was $76,091 at issuance calculated using the discounted cash flow model. They will not be subsequently remeasured at fair value.

The following table summarizes instruments that were initially and subsequently measured at fair value. (see Note 3, Credit and Securities Purchase Transaction):


Instrument	Initial measurement date	Initial Fair Value
Initial Draw of the Delayed Draw Term Loan	6/21/2024	$	25,653
SPA Warrant	6/21/2024	$	32,903
Contingent Warrants	6/21/2024	$	62,191
August 2024 Draw of the Delayed Draw Term Loan	8/29/2024	$	12,528
October 2024 Draw of the Delayed Draw Term Loan	10/31/2024	$	28,340
January 2025 Draw of the Delayed Draw Term Loan	1/24/2025	$	17,312

The fair value of each draw of the Delayed Draw Term Loan was estimated using a discounted cash flow (“DCF”) method, based on the contractual cash flows discounted at a debt yield and considering the probability of achieving certain milestones.

The fair value for the SPA warrant is estimated based on its intrinsic value, using the Eos common stock closing price adjusted by a discount for lack of marketability (“DLOM”), less the exercise price of $0.01 for the SPA Warrant. A DLOM was applied considering the SPA Warrants are unregistered.

The fair value of the Contingent Warrants is estimated based on the underlying Eos common stock closing price adjusted by a DLOM using Black-Scholes option pricing model, considering the probability of achieving certain milestones. A DLOM was applied considering the underlying shares of the Contingent Warrants were unregistered.

The fair values for all the above instruments are designated as level 3 measurements as they rely on significant unobservable inputs. The significant unobservable inputs for each of these instruments are disclosed in the tables below. All other inputs used are observable.

Quantitative information about all significant unobservable inputs used in the fair value measurement for non-recurring level 3 measurements:


Loan Commitment Assets:	June 21, 2024
Milestones achievement expectations	Very high probability
Debt yield	47.5	%

Quantitative information about all significant unobservable inputs used in the fair value measurement for recurring level 3 measurements:



Delayed Draw Term Loan Initial Tranche	December 31, 2025		December 31, 2024		June 21, 2024
Debt yield	11.9	%	30.0	%	47.5	%


Contingent Warrants- all tranches	December 31, 2024		June 21, 2024
Milestones achievement expectations	Very high probability		Very high probability
Volatility	65.0	%	70.0	%
Discount for lack of marketability (“DLOM”)	10.0	%	10.0	%


SPA Warrant	December 31, 2025		December 31, 2024		June 21, 2024
Discount for lack of marketability (“DLOM”)	5.0	%	10.0	%	10.0	%


Delayed Draw Term Loan August 2024 Draw	December 31, 2025		December 31, 2024		August 31, 2024
Debt yield	11.9	%	30.0	%	42.5	%


Delayed Draw Term Loan October 2024 Draw	December 31, 2025		December 31, 2024		October 31, 2024
Debt yield	11.9	%	30.0	%	42.5	%


Delayed Draw Term Loan January 2025 Draw	December 31, 2025		January 24, 2025
Debt yield	11.9	%	30.0	%


Delayed Draw Term Loan Prepayment	June 4, 2025
Debt yield	25.0	%

Level 3

The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying Consolidated Balance Sheets and are designated as Level 3:


	For the Years Ended December 31,
	2025		2024
Delayed Draw Term Loan
Balance at beginning of the period	$	76,188	$	—
Additions- Initial Draw	—		25,653
Additions- August 2024 Draw	—		12,528
Additions- October 2024 Draw	—		28,340
Additions - January 2025 Draw	17,312		—
Prepayment of the Term Loan	(28,582)		—
Change in fair value of Term Loan	85,509		9,667
Balance at end of the period	$	150,427	$	76,188

SPA Warrant and Contingent Warrants
Balance at beginning of the period	$	266,630	$	—
Additions	—		95,094
Conversion to preferred stock	(102,186)		(193,920)
Change in fair value of warrants	306,271		365,456
Balance at end of the period	$	470,715	$	266,630

Embedded derivatives
Balance at beginning of the period	$	44,396	$	4,423
Extinguishment of the 2021 Convertible Notes embedded derivatives	(87)		—
Extinguishment of the AFG Convertible Notes embedded derivatives	(121,313)		—
Additions	282,054		41
Change in fair value of derivatives - related party	77,004		39,932
Change in fair value of derivatives	(76,467)		—
Settlement of non-option embedded derivative for May 2025 Convertible notes	23,132		—
Balance at end of the period	$	228,719	$	44,396

April, May and December 2023 Warrants
Balance at beginning of the period	$	189,322	$	27,406

Exercised warrants	(155,008)		(9,096)
Change in fair value of warrants	278,939		171,012
Balance at end of the period	$	313,253	$	189,322

The estimated fair value of financial instruments not carried at fair value in the Consolidated Balance Sheets was as follows:


	Level in fair value hierarchy	December 31, 2025				December 31, 2024
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	—	$	—	$	847	$	740
Loan commitment assets	3	—		—		21,731		21,051
2021 Convertible Notes*	3	—		—		109,838		91,951
May 2025 Convertible Notes	3	48,044		123,000		—		—
November 2025 Convertible Notes	3	530,096		586,237		—		—
Senior Secured Term Loan	3	—		—		—		—
AFG Convertible Notes*	3	—		—		63,033		65,053
Equipment financing facility	3	372		375		2,385		2,097
Preferred Stock	3	1,361,542		1,292,216		488,696		454,581
DOE Loan Facility	3	84,327		95,427		65,452		67,740
Total		$	2,024,381	$	2,097,255	$	751,982	$	703,213

*Includes the embedded derivative liabilities.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Fair Value Measurement - Narrative (Details) - USD ($)	1 Months Ended
Fair Value Measurement - Narrative (Details) - USD ($)	Nov. 30, 2025	Dec. 31, 2025	Jun. 11, 2025	Jun. 03, 2025	Dec. 31, 2024	Jun. 21, 2024	May 22, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal		$ 939,476,000			$ 395,535,000
Fair value						$ 76,091,000
Price of common stock to be purchased through warrants (in usd per share)							$ 11.50
SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value						$ 32,903,000
SPA Warrant \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Price of common stock to be purchased through warrants (in usd per share)		$ 0.01
2021 Convertible Notes Payable \| Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal amount				$ 122,868,000
Principal		$ 0			$ 122,868,000
Change in fair value of derivatives	$ 23,132,000
2025 Convertible Notes Due \| Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Principal amount	250,000,000			225,000,000
Payments to repurchase debt	200,000,000
Principal	$ 250,000,000	$ 50,000,000	$ 237,500,000	$ 225,000,000

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Increase in contract revenue	$ 1,429
Contract liabilities, current	14,975	$ 22,039
Contract liabilities, long-term	2,506	$ 4,310
Contract assets, current	13,972
Contract assets, long-term	$ 1,516
Revenue Benchmark \| Customer 1 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	51.50%	50.60%
Revenue Benchmark \| Customer 2 \| Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	18.80%	33.20%

Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Components of Property, Plant and Equipment, Net

The following table provides information about property, plant and equipment, net balances:


				December 31,
	Useful lives			2025		2024
Equipment	5	-	10 years	$	79,272	$	52,378
Furniture	5	-	10 years	3,149		2,369
Leasehold improvements	Lesser of useful life/remaining lease			14,146		9,674
Tooling	2	-	3 years	16,192		9,955
Construction in progress				36,644		—
Total				149,403		74,376
Less: Accumulated depreciation				(34,988)		(28,716)
Total property, plant and equipment, net				$	114,415	$	45,660

Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets
Amortization of capitalized computer software cost	$ 174	$ 90
Patents
Finite-Lived Intangible Assets
Patents useful lives	10 years
Software
Finite-Lived Intangible Assets
Patents useful lives	3 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue	$ 114,203	$ 15,606
Cost of goods sold	258,040	98,867
Gross profit (loss)	(143,837)	(83,261)
Operating expenses
Research and development expenses	28,542	22,758
Selling, general and administrative expenses	85,110	60,047
Loss from write-down of property, plant and equipment	1,781	9,133
Total operating expenses	115,433	91,938
Operating income (loss)	(259,270)	(175,199)
Other (expense) income
Change in fair value of debt - related party	18,053	33,823
Change in fair value of warrants	(279,861)	(171,226)
(Loss) gain on debt extinguishment	(52,652)	68,478
Induced conversion expense	(63,471)	0
Other expense	(2,359)	(8,120)
Loss before income taxes	(969,623)	(685,849)
Income tax expense	24	21
Net loss attributable to shareholders	(969,647)	(685,870)
Remeasurement of Preferred Stock - related party	(770,661)	(278,330)
Down round deemed dividend	(4,456)	0
Net loss attributable to common shareholders	(1,744,764)	(964,200)
Other comprehensive loss attributable to common shareholders
Change in fair value of debt - credit risk - related party	(87,317)	(43,490)
Foreign currency translation adjustment	16	(13)
Comprehensive loss attributable to common shareholders	$ (1,832,065)	$ (1,007,703)
Basic and diluted loss per share attributable to common shareholders
Basic (in dollars per share)	$ (6.69)	$ (4.55)
Diluted (in dollars per share)	$ (6.69)	$ (4.55)
Weighted average shares of common stock
Basic (in shares)	260,834,731	212,039,775
Diluted (in shares)	260,834,731	212,039,775
Nonrelated Party
Other (expense) income
Interest expense, net	$ (13,329)	$ (8,718)
Change in fair value of derivatives	76,467	0
Related Party
Other (expense) income
Interest expense, net	(9,926)	(19,499)
Change in fair value of derivatives	$ (383,275)	$ (405,388)

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Units
Beginning outstanding balance (in shares)	3,958,627	4,227,627
Granted (in shares)	0	0
Cancelled/Forfeited (in shares)	(28,090)	(225,000)
Exercised (in shares)	(938,628)	(44,000)
Ending outstanding balance (in shares)	2,991,909	3,958,627	4,227,627
Exercisable (in shares)	2,991,909
Weighted-Average Exercise Price
Beginning outstanding balance (in usd per share)	$ 4.68	$ 4.47
Granted (in usd per share)	0	0
Cancelled/Forfeited (in usd per share)	16.32	1.39
Exercised (in usd per share)	2.69	1.28
Ending outstanding balance (in usd per share)	5.20	$ 4.68	$ 4.47
Exercisable (in usd per share)	$ 5.20
Weighted-Average Remaining Contractual Term (years)
Options outstanding	4 years 2 months 12 days	4 years	5 years 2 months 12 days
Options exercisable	4 years 2 months 12 days

Income Taxes - Schedule of Unrecognized Tax Benefits Associated with Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Gross unrecognized tax benefits as of January 1	$ 1,571	$ 680
Current year tax positions	644	890
Prior year tax positions	1,090	0
Current year tax positions	0	0
Prior year tax positions	(890)	0
Rate change	(39)	1
Settlements	0	0
Lapse of statute of limitations	0	0
Gross unrecognized tax benefits as of December 31	$ 2,376	$ 1,571

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Income Taxes - Schedule of Net Income (Losses) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
U.S.	$ (969,714)	$ (685,809)
Non-U.S.	91	(40)
Loss before income taxes	$ (969,623)	$ (685,849)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets


	December 31, 2025						December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Patents	$	400	$	280	$	120	$	400	$	240	$	160
Internal-Use Software	1,085		226		859		172		92		80
Total Intangible Assets	$	1,485	$	506	$	979	$	572	$	332	$	240

Schedule of Estimated Future Amortization Expense of Intangible Assets

Estimated future amortization expense of intangible assets as of December 31, 2025 are as follows:


	Amortization Expense
2026	$	359
2027	352
2028	268
2029	—
2030	—
	$	979

Fair Value Measurement - Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 813,266	$ 316,896
Carrying Value	2,024,381	751,982
Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0	847
Loan commitment assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0	21,731
2021 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0	109,838
2025 Convertible Notes Due
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	48,044	0
November 2025 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	530,096	0
Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0	0
AFG Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0	63,033
Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	372	2,385
Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	1,361,542	488,696
DOE Loan Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	84,327	65,452
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	2,097,255	703,213
Level 3 \| Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	740
Level 3 \| Loan commitment assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	21,051
Level 3 \| 2021 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	91,951
Level 3 \| 2025 Convertible Notes Due
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	123,000	0
Level 3 \| November 2025 Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	586,237	0
Level 3 \| Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	0
Level 3 \| AFG Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0	65,053
Level 3 \| Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	375	2,097
Level 3 \| Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	1,292,216	454,581
Level 3 \| DOE Loan Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 95,427	$ 67,740

Borrowings - Schedule of Loan Facility Draw-Downs (Details) - DOE Loan Facility - Line of Credit - USD ($) $ in Thousands	1 Months Ended	13 Months Ended
	Dec. 31, 2024	Dec. 31, 2025	Jun. 04, 2025	Dec. 06, 2024
Line Of Credit Rollforward [Abstract]
Draw-downs received during the year ended December 31, 2024		$ (90,945)
Interest rate			4.286%	4.791%
Tranche One
Line Of Credit Rollforward [Abstract]
Beginning Balance, November 26, 2024	$ 90,945
Draw-downs received during the year ended December 31, 2024	$ (68,279)	(22,666)
Remaining Balance, December 31, 2025		$ 0
Interest rate	4.791%	4.286%

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2025

Earnings Per Share [Abstract]

Schedule of Antidilutive Shares Excluded from Calculation of Earnings Per Share

The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the year ended December 31, 2025 and December 31, 2024:


	For the years ended December 31,
	2025	2024
Stock options, RSUs, PRSUs	18,059,586	26,736,363
Public and private placement warrants	74,888,740	100,004,820
Convertible Notes (if converted)	11,074,195	19,527,599
Series B Preferred Stock	116,311,460	99,006,390

Earnings Per Share (Details) - shares	12 Months Ended
Earnings Per Share (Details) - shares	Dec. 31, 2025	Dec. 31, 2024
Stock options, RSUs, PRSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	18,059,586	26,736,363
Public and private placement warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	74,888,740	100,004,820
Convertible Notes (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	11,074,195	19,527,599
Series B Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	116,311,460	99,006,390

Borrowings - Schedule of Annual Repayment Requirements for Debt Obligations (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Debt Instrument
2026	$ 372
2027	0
2028	28,006
2029	30,555
2030	80,713
Thereafter	963,006
Total	1,102,652
DDTL and DOE Loan Facility \| Line of Credit
Debt Instrument
Thereafter	$ 315,827

Overview	12 Months Ended
Overview	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview	Overview Eos Energy Enterprises, Inc. (the “Company,” “we,” “us,” “our,” and “Eos”) designs, develops, manufactures and markets innovative energy storage solutions for utility-scale, microgrid and commercial & industrial (“C&I”) applications. Eos developed a broad range of intellectual property with multiple patents covering unique battery chemistry, mechanical product design, energy block configuration and a software operating system (Battery Management System). The Company has only one operating and reportable segment. See Note 22, Segment Reporting, for further discussion.

Revenue Recognition - Schedule of Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Disaggregation of Revenue
Total revenues	$ 114,203	$ 15,606
Product revenue
Disaggregation of Revenue
Total revenues	111,979	14,503
Service revenue
Disaggregation of Revenue
Total revenues	$ 2,224	$ 1,103

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Government Grants	12 Months Ended
Government Grants	Dec. 31, 2025
Government Assistance [Abstract]
Government Grants	Government Grants Inflation Reduction Act of 2022 (“IRA”) On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The IRA has significant economic incentives for both energy storage customers and manufacturers for projects placed in service after December 31, 2022. Starting in 2023, there are PTCs, which can be claimed on battery components manufactured in the U.S. and sold to U.S. or foreign customers. The tax credits available to manufacturers include a credit for ten percent of the cost incurred to make electrode active materials in addition to credits of $35 per kWh of capacity of battery cells and $10 per kWh of capacity of battery modules. These credits are cumulative, meaning that companies will be able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032. One Big Beautiful Bill Act (“OBBBA”) On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law, introducing several modifications to the energy-related tax incentives originally established under the Inflation Reduction Act. The OBBBA introduces new limitations related to the sourcing of materials from a prohibited foreign entity starting for taxable years beginning after July 4, 2025. These provisions restrict eligibility for credits where material assistance is received from such entities. Additionally, the PFE-related restrictions include ownership and effective control related provisions concerning 'specified foreign entities' and 'foreign-influenced entities'. The Company has evaluated the OBBBA enacted during the year and determined there is no impact on the financial statements. The Company is evaluating the future impact of the OBBBA; however, it does not anticipate a material impact from either the material sourcing or ownership-related provisions. The Company will evaluate additional guidance as it becomes available. Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740. Therefore, the Company accounts for the PTC under a government grant model. On December 4, 2025, the FASB issued ASU 2025-10, which adds guidance to ASC 832 on the recognition, measurement and presentation of government grants. Early adoption is permitted. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards until the Company formally adopts ASU 2025-10. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money is recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. The PTC is recorded as the applicable items become finished goods and the conditions in the preceding paragraph are met. During the second quarter of 2025, the Company entered into tax credit purchase agreement to sell and transfer all of the remaining PTCs related to the production and sale of battery cells and battery modules and electrode active materials produced in calendar year 2024, that were eligible to be claimed on the Company’s tax return. The transferred tax credits were sold at 90% of their value and the cash purchase price of the PTCs was $2,055. During the fourth quarter of 2025, the Company entered into tax credit purchase agreement to sell and transfer all of the PTCs related to the production and sale of battery cells and battery modules produced through September 30, 2025, that were eligible to be claimed on the Company’s tax return. The transferred tax credits were sold at 90% of their value and the cash purchase price of the PTCs was $10,592. Cash was received from the buyers in April and November of 2025, after the completed registration requirements were filed through the IRS‑provided electronic portal, inclusive of registration numbers needed to claim the credit on the Buyer’s tax return. Upon the receipt of the cash payments, the Company recorded offsets to the PTC/Grant Receivable account. There were minimal differences between the recorded fair value of the PTC receivable and the amount of consideration received. Any differences will be recognized as an adjustment to cost of goods sold. The Company recognized PTC credits of $21,259 and $3,789 for the years ended December 31, 2025 and 2024, respectively, as a reduction of cost of goods sold on the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2025 and 2024, grant receivable related to the PTC in the amount of $11,028 and $2,283, respectively, is recorded in the Consolidated Balance Sheets.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	337,132,374	221,791,205
Common stock, shares outstanding (in shares)	337,132,374	221,791,205

Credit Agreement and Securities Purchase Transaction (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule Of Company’s Outstanding Preferred Stock

The table below summarizes the Company’s outstanding Series B Preferred Stock as of December 31, 2025.


Preferred Stock	Issuance Date	Shares Issued	Original Issue Price		Shares Outstanding	Common Stock Equivalent


Series B-1 Preferred Stock	9/12/2024	31.940063	$	841,999.99	31.940063	31,940,063
Series B-2 Preferred Stock	9/12/2024	28.806463	$	2,322,000	28.806463	28,806,463
Series B-3 Preferred Stock	11/1/2024	38.259864	$	3,358,000	38.259864	38,259,864
Series B-4 Preferred Stock	1/24/2025	16.150528	$	5,990,000	16.150528	17,305,070

Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

The following table provides information about property, plant and equipment, net balances:


				December 31,
	Useful lives			2025		2024
Equipment	5	-	10 years	$	79,272	$	52,378
Furniture	5	-	10 years	3,149		2,369
Leasehold improvements	Lesser of useful life/remaining lease			14,146		9,674
Tooling	2	-	3 years	16,192		9,955
Construction in progress				36,644		—
Total				149,403		74,376
Less: Accumulated depreciation				(34,988)		(28,716)
Total property, plant and equipment, net				$	114,415	$	45,660

Depreciation expense related to property, plant and equipment was $14,009 and $7,809 during the years ended December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025 and 2024 the Company recorded a loss from write-down of property, plant and equipment of $1,781 and $9,133, respectively. The 2025 and 2024 write-downs were mainly due to design changes from the Z3-Phase 1 to Z3-Phase 2 production in which the Phase 1 production assets could not be utilized or repurposed for Phase 2 production. Additionally, the loss from write-down of property, plant and equipment contains costs for disposal of miscellaneous equipment and tooling that cannot be repurposed.

For the years ended December 31, 2025 and 2024, interest costs capitalized during the period was $904 and $1,841, respectively.

Accrued Expenses

12 Months Ended

Dec. 31, 2025

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses were as follows:


	December 31,
	2025		2024
Accrued payroll	$	4,471	$	4,811
Warranty reserve (1)	9,469		5,102
Accrued legal and professional expenses	1,570		1,709
Provision for contract losses	6,138		4,724

Accrued interest	1,196		41
Other (2)	2,950		5,645
Total accrued expenses	$	25,794	$	22,032

(1) Refer to the table below for the warranty reserve activity.

The following table summarizes warranty reserve activity:


	For the Years Ended December 31,
	2025		2024
Warranty reserve - beginning of period	$	5,102	$	6,197
Additions for current year deliveries	3,296		576
Changes in the warranty reserve estimate	2,946		(482)
Warranty costs incurred	(1,875)		(1,189)
Warranty reserve - end of period	$	9,469	$	5,102

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2025
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events through the issuance date of these financial statements. No material subsequent events were identified that require disclosure.

Warrants Liability - Schedule of Common Stock Warrants Outstanding and Fair Value (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Jun. 21, 2024	May 22, 2020
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)				$ 11.50
Nonrelated Party
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)	31,612,546	49,676,372
Fair Value	$ 313,253,000	$ 189,591,000
Related Party
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)	1	1
Fair Value	$ 470,715,000	$ 266,630,000
IPO warrants \| Nonrelated Party \| Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 11.50
Warrant outstanding (in shares)	0	274,400
Fair Value	$ 0	$ 269,000
April 2023 warrants \| Nonrelated Party \| Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 3.14
Warrant outstanding (in shares)	16,000,000	16,000,000
Fair Value	$ 153,440,000	$ 56,400,000
May 2023 warrants \| Nonrelated Party \| Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 2.50
Warrant outstanding (in shares)	3,601,980	3,601,980
Fair Value	$ 35,263,000	$ 13,126,000
December 2023 warrants \| Nonrelated Party \| Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 1.60
Warrant outstanding (in shares)	12,010,566	29,799,992
Fair Value	$ 124,550,000	$ 119,796,000
December 2023 warrants \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Fair Value	$ 28,463,000
SPA Warrant \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 0.01		$ 0.01
Warrant outstanding (in shares)	1	1
Fair Value	$ 470,715,000	$ 188,857,000
Contingent Warrants \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)	0	0
Fair Value	$ 0	$ 77,773,000

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Loss was as follows:


	For the years ended December 31,
	2025		2024
Stock options	$	—	$	264
Performance-based restricted stock units	6,690		8,332
Restricted stock units	18,186		10,184
Total	$	24,876	$	18,780

The stock compensation has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses. There were no net tax benefits recognized in the accompanying Consolidated Statements of Operations and Comprehensive Loss for stock-based compensation arrangements for the years ended December 31, 2025 and 2024 due to the Company having a full valuation allowance against its deferred tax assets.

Stock options

The following table summarizes stock options activity during the years ended December 31, 2025 and 2024:


	Units	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (years)




Options Outstanding at December 31, 2023	4,227,627	4.47	5.2
Granted	—	—
Cancelled/Forfeited	(225,000)	1.39
Exercised	(44,000)	1.28
Options Outstanding at December 31, 2024	3,958,627	4.68	4.0
Granted	—	—
Cancelled/Forfeited	(28,090)	16.32
Exercised	(938,628)	2.69
Options Outstanding at December 31, 2025	2,991,909	5.20	4.2
Options Exercisable at December 31, 2025	2,991,909	5.20	4.2

There were no stock options granted for the years ended December 31, 2025 and 2024.

Restricted Stock Units (“RSU”)

The following table summarizes RSU activity during the years ended years ended December 31, 2025 and 2024


	Units	Weighted-Average Grant-Date Fair Value




RSUs Outstanding at December 31, 2023	5,447,458	$	4.58
Granted	12,135,118	1.87
Cancelled/Forfeited	(1,238,231)	2.25
Vested	(2,371,609)	6.05
RSUs Outstanding at December 31, 2024	13,972,736	2.18
Granted	5,640,492	7.33
Cancelled/Forfeited	(1,787,571)	2.52
Vested	(5,945,930)	2.51
RSUs Outstanding at December 31, 2025	11,879,727	4.41

As of December 31, 2025, there was $44,336 of unrecognized compensation expense attributable to unvested RSUs, expected to be recognized over a weighted-average remaining vesting period of 2.4 years.

Performance-Based Restricted Stock Units (“PRSU”)

The following table summarizes PRSU activity during the years ended December 31, 2025 and 2024:


	Units	Weighted-Average Grant-Date Fair Value




PRSUs Outstanding at December 31, 2023	—	$	—
Granted	9,192,500	1.92
Cancelled/Forfeited	(387,500)	1.74
Vested	—	—
PRSUs Outstanding at December 31, 2024	8,805,000	1.93
Granted	1,197,278	5.43
Cancelled/Forfeited	(656,245)	1.87
Vested	(7,032,842)	1.74
PRSUs Outstanding at December 31, 2025	2,313,191	4.33

During the third quarter of 2024, the Company granted contingent shares to select key executives that may be earned based on the Company’s total TSR over a two and three-year period following the grant date (“2024 TSR Awards”). During the second quarter of 2025, the Company also granted contingent shares to select key employees that may be earned based on the Company’s TSR over three individual one-year periods and a cumulative three-year period following the grant date (“2025 TSR Awards”).

TSR awards are paid out in stock at the end of the vesting period based on the Company’s stock performance. The performance is measured by determining the percentile rank of the total shareholder return of the Company’s common stock relative to the TSR of the Russell 2000 index peer group for the two and three-year period following the grant date. This peer group includes the entire Russell 2000 index as it existed at the beginning of the performance period, excluding any companies that were removed from the index during the performance period. The payment of awards following the two and three-year award period is based on performance achieved in accordance with the scale set forth in the plan agreement and may range from 0% to 200% of the initial grant. The fair value of the TSR awards is estimated using a Monte Carlo simulation in an option pricing framework.

During the second quarter of 2025, the Company granted shares contingent upon the achievement of certain performance targets for fiscal year 2025 and continued employment through the vesting period.

During the third quarter of 2024, the Company also granted shares contingent upon the achievement of certain performance milestones related to the Credit Agreement that may be earned over the performance period following the grant date. The contingent share awards (“Milestone PRSU”) are paid out in stock at the end of the vesting period based on the Company’s achievement of the performance milestones.

The following summarizes the key assumptions used to estimate the fair value of the TSR awards that were granted, and the resulting weighted average grant date fair value.


	2025 TSR awards			2024 TSR awards
Company share price	$	4.54		$	1.74
Company volatility	117.2		%	115.3		%
Company correlation	30.6		%	36.1		%
Company dividend yield	—		%	—		%
Weighted average performance term	2.3 years			2.4 years
Weighted average risk-free interest rate	3.7		%	4.3		%
Peer group average volatility	55.9		%	54.3		%
Peer group average correlation	47.1		%	44.2		%
Weighted average grant date fair value	$	6.84		$	3.19

As of December 31, 2025, there was $3,964 of unrecognized compensation expense attributable to unvested PRSUs, expected to be recognized over a weighted-average remaining vesting period of 9.0 years.

In 2024 and 2025, the Company reserved an additional 19,000,000 and 5,000,000 shares, respectively, for the Amended and Restated 2020 Incentive Plan. As of December 31, 2025 and 2024, 5,180,081 and 4,552,831 shares remain for future issuance, respectively.

Fair Value Measurement - Schedule of Assumptions Used to Determine Fair Value of Embedded Derivative Liabilities (Details)						12 Months Ended
	Nov. 24, 2025	Nov. 19, 2025	Oct. 16, 2025	Jul. 28, 2025	Jun. 03, 2025	Dec. 31, 2025	Dec. 31, 2024	Jun. 04, 2025	Jan. 24, 2025	Oct. 31, 2024	Aug. 31, 2024	Jun. 21, 2024
Debt yield \| Loan commitment assets \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input												0.475
2021 Convertible Notes Payable \| Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term					1 year 29 days		1 year 6 months
2021 Convertible Notes Payable \| Convertible Notes \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input					0		0
2021 Convertible Notes Payable \| Convertible Notes \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input					0.041		0.042
2021 Convertible Notes Payable \| Convertible Notes \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input					0.600		0.650
2021 Convertible Notes Payable \| Convertible Notes \| Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input					0.240		0.300
AFG Convertible Note \| Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term			8 years 11 months 15 days	11 months 4 days			1 year 6 months
AFG Convertible Note \| Convertible Notes \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input			0	0			0
AFG Convertible Note \| Convertible Notes \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input			0.039	0.041			0.042
AFG Convertible Note \| Convertible Notes \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input			0.600	0.600			0.650
AFG Convertible Note \| Convertible Notes \| Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input			0.145	0.232			0.300
May 2025 Convertible Note \| Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term	4 years 6 months 21 days	4 years 6 months 25 days
May 2025 Convertible Note \| Convertible Notes \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0	0
May 2025 Convertible Note \| Convertible Notes \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.036	0.037
May 2025 Convertible Note \| Convertible Notes \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.600	0.600
May 2025 Convertible Note \| Convertible Notes \| Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.105	0.115
November 2025 Convertible Note \| Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term	6 years 7 days					5 years 11 months 1 day
November 2025 Convertible Note \| Convertible Notes \| Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0					0
November 2025 Convertible Note \| Convertible Notes \| Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.037					0.038
November 2025 Convertible Note \| Convertible Notes \| Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.600					0.600
November 2025 Convertible Note \| Convertible Notes \| Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input	0.128					0.117
Delayed Draw Term Loan (DDTL) \| Debt yield \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, measurement input						0.119	0.300	0.250	0.300	0.425	0.425	0.475

Credit Agreement and Securities Purchase Transaction - Narrative (Details)											3 Months Ended	12 Months Ended
	Nov. 18, 2025 USD ($) $ / shares	Jul. 29, 2025	Jun. 30, 2025 USD ($) shares	May 28, 2025 USD ($)	Apr. 30, 2025 milestone	Jan. 24, 2025 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Oct. 31, 2024 USD ($)	Aug. 29, 2024 USD ($) shares	Jun. 21, 2024 USD ($) installment businessDay $ / shares shares	Jun. 30, 2025 shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Jun. 03, 2025 USD ($)	May 29, 2025 USD ($)	May 27, 2025	Nov. 01, 2024 $ / shares	Sep. 11, 2024 shares	Jan. 31, 2023 USD ($)	Jan. 18, 2023 USD ($) $ / shares	Jul. 29, 2022 USD ($)	Jul. 06, 2021 USD ($)	May 22, 2020 $ / shares
Credit and Securities Purchase Transaction [Line Items]
Proceeds from issuance of secured debt												$ 38,475,000	$ 160,325,000
Repurchase of May 2025 Convertible Notes												$ 558,236,000	$ 0
Common stock, par value (in dollars per share) \| $ / shares							$ 0.0001					$ 0.0001	$ 0.0001
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares																							$ 11.50
Preferred stock, shares issued (in shares) \| shares							0					0	0
Preferred stock issued per unit (in usd per share) \| $ / shares							$ 0.0001					$ 0.0001	$ 0.0001
Preferred stock ownership percentage 1												10.00%
Preferred stock ownership percentage 2												15.00%
Preferred stock ownership percentage 3												30.00%
Preferred stock ownership percentage 4												40.00%
Preferred stock, no longer beneficially owned												5.00%
Series A-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Proceeds from issuance of preferred stock										$ 455,822.59
Number of common shares issuable upon conversion (in shares) \| shares										31,940,063
Series B-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Preferred stock, shares issued (in shares) \| shares												31.940063
Series B-4 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Preferred stock, shares issued (in shares) \| shares												16.150528
Convertible preferred stock (in shares) \| shares			17,305,070								17,305,070
Convertible preferred stock, increase in conversion (shares) \| shares											1,154,542
Down round deemed dividend												$ 4,456,000
Series B Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Convertible preferred stock (in shares) \| shares																		1,000,000.0
Preferred stock issued per unit (in usd per share) \| $ / shares																	$ 0.0001
Preferred stock, number of business days prior to current period \| businessDay										5
Cerberus Warrants
Credit and Securities Purchase Transaction [Line Items]
Percentage of outstanding shares converted upon exercise (percent)		1.00%
Related Party
Credit and Securities Purchase Transaction [Line Items]
Payment of debt extinguishment costs - related party												$ 1,680,000	$ 0
Related Party \| SPA Warrant \| Common Stock
Credit and Securities Purchase Transaction [Line Items]
Common stock to be purchased through each warrant (in shares) \| shares										43,276,194
Time to expiration										10 years
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares										$ 0.01		$ 0.01
Maximum percentage of additional common stock issued										19.99%
Warrant conversion cap increases percentage										49.90%
Related Party \| SPA Warrant \| CCM Denali Equity Holdings, LP \| Common Stock
Credit and Securities Purchase Transaction [Line Items]
Initial ownership interest										19.90%
Related Party \| Contingent Warrants \| CCM Denali Equity Holdings, LP \| Common Stock
Credit and Securities Purchase Transaction [Line Items]
Initial ownership interest										33.00%
Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Temporary equity dividend rate percentage		1.00%		1.00%
Delayed Draw Term Loan (DDTL) \| Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Principal amount										$ 210,500,000
Number of debt drawn installments \| installment										4
Proceeds from issuance of secured debt						$ 40,500,000		$ 65,000,000	$ 30,000,000	$ 75,000,000
Interest rate at period end				7.00%
Delayed Draw Term Loan (DDTL), Initial Draw \| Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Proceeds from issuance of secured debt										75,000,000
Credit Facility \| Line of Credit \| Revolving Credit Facility
Credit and Securities Purchase Transaction [Line Items]
Maximum borrowing capacity										$ 105,000,000
First Amendment to Credit and Guaranty Agreement
Credit and Securities Purchase Transaction [Line Items]
Number of sales milestones achieved \| milestone					3
Number of sales milestones \| milestone					4
Failure to meet sales milestone, applicable percentage increase					1.00%
First Amendment to Credit and Guaranty Agreement \| Common Stock
Credit and Securities Purchase Transaction [Line Items]
Applicable percentage (percent)					0.49
First Amendment to Credit and Guaranty Agreement \| Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Applicable percentage (percent)					0.34
2021 Convertible Notes Payable \| Convertible Notes Payable
Credit and Securities Purchase Transaction [Line Items]
Repurchase of May 2025 Convertible Notes				$ 50,000
2021 Convertible Notes Payable \| Convertible Notes
Credit and Securities Purchase Transaction [Line Items]
Principal amount														$ 122,868,000
2021 Convertible Notes Payable \| Convertible Notes \| Related Party
Credit and Securities Purchase Transaction [Line Items]
Principal amount																						$ 100,000,000
Convertible Notes Due 2030 \| Convertible Notes Payable
Credit and Securities Purchase Transaction [Line Items]
Debt Instrument, Cash Proceeds Covenant	$ 200,000
Second Credit Agreement Amendment \| Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Debt instrument stated interest rate																15.00%
AFG Convertible Note \| Convertible Notes
Credit and Securities Purchase Transaction [Line Items]
Common stock, par value (in dollars per share) \| $ / shares																				$ 0.0001
AFG Convertible Note \| Convertible Notes \| Related Party
Credit and Securities Purchase Transaction [Line Items]
Principal amount																			$ 13,750,000	$ 13,750,000
Maximum cash consideration to retire debt															$ 115,000
Credit Agreement \| Series A-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Preferred stock, shares issued (in shares) \| shares										59
Credit Agreement \| Series A-2 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Preferred stock, shares issued (in shares) \| shares									7
Proceeds from issuance of preferred stock									$ 9,555,515.3
Number of common shares issuable upon conversion (in shares) \| shares									28,806,463
Credit agreement, increase in applicable percentage									4.90%
Senior Secured Term Loan \| Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Principal amount																					$ 100,000,000
Senior Secured Term Loan \| Secured Debt \| Atlas Credit Agreement
Credit and Securities Purchase Transaction [Line Items]
Principal amount										$ 100,000,000
Escrowed interest										11,900,000
Debt instrument, participation lieu payments										1,000,000
Payment of debt extinguishment costs - related party										$ 8,000,000
Senior Secured Term Loan \| Secured Debt \| Insurer Letter Agreement
Credit and Securities Purchase Transaction [Line Items]
Payment of debt extinguishment costs - related party			$ 4,000,000				$ 3,000,000
Convertible Notes \| Convertible Notes Payable
Credit and Securities Purchase Transaction [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001

Warrants Liability (Tables)

12 Months Ended

Dec. 31, 2025

Other Liabilities Disclosure [Abstract]

Schedule of Common Stock Warrants Outstanding and Fair Value

The exercise price, amount of warrants outstanding and fair value for all warrants as of December 31, 2025 and 2024 are as follows:


		December 31, 2025			December 31, 2024
	Exercise Price	Warrants Outstanding	Fair Value		Warrants Outstanding	Fair Value
IPO warrants	$11.50	—	$	—	274,400	$	269
April 2023 warrants	$3.14	16,000,000	153,440		16,000,000	56,400
May 2023 warrants	$2.50	3,601,980	35,263		3,601,980	13,126
December 2023 warrants	$1.60	12,010,566	124,550		29,799,992	119,796
Total		31,612,546	313,253		49,676,372	189,591
Warrants liability - related party
SPA Warrant	$0.01	1	470,715		1	188,857
Contingent warrants(a)	n/a	—	—		—	77,773
Total		1	$	470,715	1	$	266,630

Cash, Cash Equivalents and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2025

Cash and Cash Equivalents [Abstract]

Schedule of Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents and restricted cash reported within the accompanying Consolidated Balance Sheets that sum to the total of the same such amounts presented in the accompanying Consolidated Statements of Cash Flows consisted of the following:


	December 31,
	2025		2024
Cash and cash equivalents	$	567,992	$	74,292
Restricted cash - current	34,636		14,070
Long-term restricted cash	21,938		15,000
Total cash, cash equivalents and restricted cash	$	624,566	$	103,362

Schedule of Cash, Cash Equivalents, and Restricted Cash


	December 31,
	2025		2024
Cash and cash equivalents	$	567,992	$	74,292
Restricted cash - current	34,636		14,070
Long-term restricted cash	21,938		15,000
Total cash, cash equivalents and restricted cash	$	624,566	$	103,362

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value of options granted (in usd per share)		$ 0	$ 0
Number of shares remain for future issuance (in shares)		5,180,081	4,552,831
Amended and Restated 2020 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)		5,000,000	19,000,000
TSR Awards \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date term (years)	2 years
Vesting of award based on performance achieved (percent)	0.00%
TSR Awards \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date term (years)	3 years
Vesting of award based on performance achieved (percent)	200.00%
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock compensation expense attributable to RSUs and PRSUs		$ 44,336
Options vesting term (years)		2 years 4 months 24 days
Restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term (years)		1 year
Restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term (years)		3 years
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock compensation expense attributable to RSUs and PRSUs		$ 3,964
Options vesting term (years)		9 years
Performance-based restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term (years)		2 years
Performance-based restricted stock units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term (years)		3 years
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vesting term (years)		2 years

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allowances for doubtful accounts	$ 255,000	$ 40,000
Impairment charges	0
Variable Interest Entity, not primary beneficiary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Financing receivable, allowance for credit loss	$ 884,000	$ 37,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	2 years 4 months 24 days
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	9 years
Minimum \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options term	5 years
Minimum \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	1 year
Minimum \| Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	2 years
Maximum \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options term	10 years
Vesting term	2 years
Maximum \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	3 years
Maximum \| Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	3 years

Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

The Company is subject to U.S., Italy and India tax laws, regulations and policies. Changes to these laws or regulations may affect the Company’s tax liability, return on investments and business operations.

Loss before income taxes

Loss before income taxes for the years ended December 31, 2025 and 2024 were as follows:


	For the years ended December 31,
	2025		2024
U.S.	$	(969,714)	$	(685,809)
Non-U.S.	91		(40)
Total loss before income tax	$	(969,623)	$	(685,849)

Income expense (benefit)

Income tax expense (benefit) was as follows:


	For the years ended December 31,
	2025		2024
Current expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	24		21
Total current income tax provision	$	24	$	21
Deferred expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	—		—
Total deferred income tax provision	—		—
Total income tax provision	$	24	$	21

The Company has a tax provision of $24 and $21 for the years ended December 31, 2025 and 2024, respectively, due to foreign taxable income and the generation of U.S. taxable losses offset by a valuation allowance on the deferred tax assets.

Reconciliation of U.S. Federal Statutory income tax rate to actual income tax rate

The reconciliation from the statutory U.S. federal income tax rate to the effective tax rate is as follows:


	For the years ended December 31,
	2025				2024
	Amount		Percentage		Amount		Percentage
Loss before income taxes	$	(969,623)			$	(685,849)

Statutory U.S. federal income tax	(203,621)		21.0	%	(144,029)		21.0	%

Foreign tax effects	5		—	%	29		—	%



Changes in valuation allowances	74,433		(7.7)	%	22,182		(3.2)	%
Non-taxable or non-deductible items


Fair value adjustments – derivatives	75,630		(7.8)	%	(1,984)		0.3	%
Fair value adjustments – warrants	58,771		(6.1)	%	112,703		(16.4)	%
Derecognition of loan commitment asset	4,564		(0.5)	%	11,416		(1.7)	%
Stock compensation	(13,693)		1.4	%	2,190		(0.3)	%


Other	(1,018)		0.1	%	(1,889)		0.3	%

Other adjustments	4,953		(0.5)	%	(597)		—	%
Effective tax rate	24		—	%	21		—	%

The reported income tax provision differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the income before income taxes primarily due to pretax losses in the U.S. for which no tax benefit has been provided, fair value adjustments - derivatives and warrants, and stock-based compensation.

Income Taxes Paid

Cash paid for income taxes was immaterial for the years ended December 31, 2025 and 2024.

Deferred Income Taxes

The Company records deferred income taxes to reflect the net tax effects of temporary differences, if any, between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. The components of deferred tax assets and liabilities at December 31, 2025 and 2024 were as follows:


	December 31,
	2025		2024
Deferred tax assets:
Net operating loss carryforwards	$	292,046	$	178,561
Capital loss carryforwards	228		235

Goodwill	5,160		6,109
Capitalized research & experimental costs	7,009		9,737
Stock-based compensation	2,224		4,841
Accruals and reserves	5,433		3,455
Organizational costs	92		111
Lease liability	5,195		936
Fixed assets	—		1,419
Inventory	1,131		1,709
Transaction costs	3,772		7,386
Debt instruments	11,466		8,508

Other	62		10
Deferred tax assets, gross	333,818		223,017
Valuation allowance	(327,138)		(222,122)
Total deferred tax assets, net	$	6,680	$	895
Deferred tax liabilities:

Right of use asset	(5,018)		(853)

Intangibles	(232)		(42)
Fixed assets	(1,430)		—


Deferred tax liabilities	(6,680)		(895)
Total deferred tax asset (liability)	$	—	$	—

The Company maintains a valuation allowance where it is more-likely-than-not that all or a portion of a deferred tax asset may not be realized. Changes in the valuation allowance are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is required, the Company evaluates factors such as prior earnings history, expected future earnings, reversal of existing taxable temporary differences, carry back and carry forward periods and tax planning strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. The Company has determined that it is more-likely-than-not that it will not be able to utilize its U.S. deferred tax assets at December 31, 2025 and 2024 due to a history of cumulative losses. As such, the Company has a valuation allowance against its net deferred tax assets.

The valuation allowance increased by $105,016 between December 31, 2025 and 2024. The increase was primarily attributable to an increase in net operating loss ("NOL") carryforwards and the impact of debt instruments. At December 31, 2025, the valuation allowance is $327,138 of which $13,890 would be allocated to equity if released. The remaining valuation allowance of $313,248 would be released through continuing operations.

Net Operating Losses & Tax Credits

As of December 31, 2025 and 2024, the Company has federal research and development tax credits (“R&D credit”) of approximately $3,733 for both years, which begin to expire in varying amounts from 2031 – 2038, subject to the annual limitation described below.

The Company has NOL carryforwards for tax purposes and other deferred tax assets that are available to offset future taxable income, subject to the annual limitation described below.

As of December 31, 2025 and 2024, the Company has gross federal NOL carryforwards of approximately $1,224,051 and $741,178, respectively. As of December 31, 2025 and 2024, the Company has state NOL carryforwards of $450,059 and $1,032,728, respectively. Regarding the federal NOL, for the year ended December 31, 2025, $89,051 begins to expire in varying amounts from 2032 through 2036, while $1,135,000 has an indefinite carryforward period. Regarding the state NOL carryforwards for the year ended December 31, 2025, $422,893 begins to expire in varying amounts from 2033 through 2045, while $27,166 has an indefinite carryforward period. The U.S. (federal and state) operating loss carryforwards and credits may be subject to an annual limitation due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. In 2020, the Company determined that the merger transaction constituted a change of ownership as defined under Internal Revenue Code Section 382. In 2024, the Company determined that an ownership change occurred within the meaning of Sections 382 of the Code. Based on our ownership change limitations, the timing of the Company’s ability to utilize its pre-change federal NOLs and tax credits may be limited subject to the Section 382 limitation. However, we do not expect that the limitation due to the ownership change will result in any of the NOLs expiring unutilized as a significant amount have an indefinite life carryforward. Assuming there is sufficient projected taxable income, a majority of the Section 382 limited net operating losses will be available prior to the year ended December 31, 2029. Management believes such limitation will not have a material adverse effect on the financial statements as the Company is currently in a net loss position, and the deferred tax asset on the Company’s NOL carryforward is offset by a full valuation allowance. Based on management’s 2020 Section 383 limitation analysis, it is expected that as of December 31, 2025 and December 31, 2024, $3,733 of federal R&D credits will expire unused.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, federal bonus depreciation, deductions for domestic research and development expenditures and the business interest expense limitation. The impacts of the book to tax differences resulted in additional net operating losses. The Company has evaluated the OBBBA enacted during the year and determined there is no impact on the financial statements.

See Note 11, Government Grants for impact of the OBBBA on the energy-related tax incentives.

Unrecognized Tax Benefits

The Company is subject to income taxes in the United States (federal and state), India and Italy. Significant judgment is required in evaluating the Company’s tax positions and determining the Company’s provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. The Company records a liability for uncertain tax positions on the basis of a two-step process in which (i) management determines whether it is more-likely-than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company has unrecognized tax benefits associated with uncertain tax positions as of December 31, 2025 and 2024 as follows:


	For the years ended December 31,
	2025		2024
Gross unrecognized tax benefits as of January 1	$	1,571	$	680
Additions:
Current year tax positions	644		890
Prior year tax positions	1,090		—
Less:
Current year tax positions	—		—
Prior year tax positions	(890)		—
Rate change	(39)		1
Settlements	—		—
Lapse of statute of limitations	—		—
Gross unrecognized tax benefits as of December 31	$	2,376	$	1,571

The total amount of gross unrecognized tax benefits was $2,376 and $1,571 for the years ended December 31, 2025 and 2024, respectively. The increase in gross unrecognized tax benefits in 2025 was related to deferred revenue, payroll costs and nondeductible expenses. The decrease in gross unrecognized tax benefits was related to payroll costs.

Included in the balance of unrecognized tax benefits at December 31, 2025 are potential benefits of nil that, if recognized, would affect the effective tax rate on income from continuing operations. The open tax years for federal returns are 2022 and forward, and the open tax years for state returns are generally 2020 and forward. Net operating losses and R&D credits generated in closed years and utilized in open years are subject to adjustment by the tax authorities. The Company is currently under examination by the IRS related to tax year 2022. The Company is not under examination by any other taxing jurisdictions.

The Company regularly assesses the adequacy of its provision for income tax contingencies in accordance with ASC 740, Income Taxes. As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretation of relevant tax law, assessments from taxing authorities, settlements with tax authorities and lapses of statute of limitations.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Warrants Liability - Narrative (Details)		1 Months Ended			12 Months Ended
Warrants Liability - Narrative (Details)	Jun. 21, 2024 $ / shares shares	Dec. 31, 2023 shares	May 31, 2023 shares	Apr. 30, 2023 shares	Dec. 31, 2025 USD ($) draw_date $ / shares shares	Dec. 31, 2024 USD ($) shares	May 22, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Common stock to be purchased through warrants (in shares)							9,075,000
Issuance of DOE Warrants \| $					$ 7,294,000	$ 0
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares							$ 11.50
Draw dates after achievement of performance milestones \| draw_date					3
Common Stock
Class of Warrant or Right [Line Items]
Issuance of common stock under ATM program (in shares)					76,860,248	16,627,523
Related Party
Class of Warrant or Right [Line Items]
Warrants liability \| $					$ 470,715,000	$ 266,630,000
Related Party \| Common Stock \| April 2023 warrants
Class of Warrant or Right [Line Items]
Issuance of common stock under ATM program (in shares)				16,000,000
Common stock to be purchased through warrants (in shares)				16,000,000
IPO warrants \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Issuance of common stock under ATM program (in shares)					274,400
May 2023 warrants \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Issuance of common stock under ATM program (in shares)			3,601,980
Common stock to be purchased through warrants (in shares)			3,601,980
December 2023 warrants \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Issuance of common stock under ATM program (in shares)		34,482,759
Common stock to be purchased through each warrant (in shares)		1
Warrants and rights outstanding, exercised in period (in shares)					17,789,426	4,682,767
Warrants liability \| $					$ 28,463,000
Issuance of DOE Warrants \| $						$ 7,492,000
SPA Warrant \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Common stock to be purchased through each warrant (in shares)	43,276,194
Warrants liability \| $					$ 470,715,000	188,857,000
Time to expiration	10 years
Price of common stock to be purchased through warrants (in usd per share) \| $ / shares	$ 0.01				$ 0.01
Warrant conversion cap increases percentage	49.90%
SPA Warrant \| Related Party \| Common Stock \| CCM Denali Equity Holdings, LP
Class of Warrant or Right [Line Items]
Initial ownership interest	19.90%
Contingent Warrants \| Related Party \| Common Stock
Class of Warrant or Right [Line Items]
Warrants liability \| $					$ 0	$ 77,773,000
Contingent Warrants \| Related Party \| Common Stock \| CCM Denali Equity Holdings, LP
Class of Warrant or Right [Line Items]
Initial ownership interest	33.00%

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Summary Of Segment Information

The Company’s segment information is summarized as follows:


	For the years ended December 31,
	2025		2024
Product revenue	$	111,979	$	14,503
Service revenue	2,224		1,103
Total revenue	114,203		15,606
Less:
Cost of goods sold	258,040		98,867
Gross profit (loss)	(143,837)		(83,261)
Less:
Research and development	28,542		22,758
Selling, general and administrative expenses	85,110		60,047
Other segment items(a)	712,158		519,804
Net loss	$	(969,647)	$	(685,870)

(a) Other segment items include loss from write-down of property, plant and equipment, interest expense, net, change in fair value of debt, change in fair value of warrants, change in fair value of derivatives, gain and loss on debt extinguishment, costs related to the Company's debt transactions and other miscellaneous items.

Additional financial information is summarized as follows:

Additional segment financial information is summarized as follows:


	For the years ended December 31,
	2025		2024
Segment assets	$	885,197	$	260,318
Depreciation and amortization	$	14,183	$	7,899
Interest income	$	5,321	$	623
Interest expense	$	28,576	$	28,840
Capital expenditures(b)	$	54,691	$	33,152

(b) Includes Intangible assets.

The following geographic area data includes nets sales based on product shipment destination.


	For the years ended December 31,
	2025		2024
United States	$	92,685	$	15,606
United Kingdom	21,518		—
Total	$	114,203	$	15,606

Borrowings - Schedule of Equipment Financing Facility (Details) - Equipment financing facility - Line of Credit - USD ($) $ in Thousands	1 Months Ended		13 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2022
Debt Instrument
Gross Amount of Initial Draw	$ 4,216	$ 7,000	$ 11,216
Coupon Interest Rate	16.20%	14.30%	16.20%
Debt Issuance Costs	$ 96	$ 175	$ 96	$ 271

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 31: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

Segment Reporting - Additional Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting [Abstract]
Segment assets	$ 885,197	$ 260,318
Depreciation and amortization	14,183	7,899
Interest income	5,321	623
Interest expense	28,576	28,840
Capital expenditures	$ 54,691	$ 33,152

- Definition

Amount of asset recognized for present right to economic benefit.

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+ Details

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Operating Loss Carryforwards [Line Items]
Tax provision	$ 24	$ 21
Income taxes paid, net	0	0
Increase in valuation allowance	105,016
Valuation allowance	327,138	222,122
Valuation allowance to be allocated to additional paid-in capital when released	13,890
Valuation allowance to be released through continuing operations	313,248
Unrecognized tax benefits	2,376	1,571	$ 680
Unrecognized tax benefits that would impact effective tax rate	0
Domestic Tax Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL carryforwards	1,224,051	741,178
NOL subject to expiration	89,051
NOL with an indefinite carryforward period	1,135,000
Domestic Tax Jurisdiction \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credits	3,733	3,733
Amount federal R&D credits will expire unused	3,733	3,733
State and Local Jurisdiction
Operating Loss Carryforwards [Line Items]
NOL carryforwards	450,059	$ 1,032,728
NOL subject to expiration	422,893
NOL with an indefinite carryforward period	$ 27,166

Segment Reporting

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer and President. Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment.

The Company designs, develops, manufactures and markets innovative zinc-based energy storage solutions for utility-scale, microgrid and commercial & industrial (C&I) applications. The Company operates and holds long-lived assets in a single geographical region.

The CODM reviews financial information on a consolidated basis and uses Gross profit (loss) and Net income (loss) to assess financial performance considering budget-to-actual variances when making key decisions on how to allocate company resources.

The Company’s segment information is summarized as follows:


	For the years ended December 31,
	2025		2024
Product revenue	$	111,979	$	14,503
Service revenue	2,224		1,103
Total revenue	114,203		15,606
Less:
Cost of goods sold	258,040		98,867
Gross profit (loss)	(143,837)		(83,261)
Less:
Research and development	28,542		22,758
Selling, general and administrative expenses	85,110		60,047
Other segment items(a)	712,158		519,804
Net loss	$	(969,647)	$	(685,870)

Additional segment financial information is summarized as follows:


	For the years ended December 31,
	2025		2024
Segment assets	$	885,197	$	260,318
Depreciation and amortization	$	14,183	$	7,899
Interest income	$	5,321	$	623
Interest expense	$	28,576	$	28,840
Capital expenditures(b)	$	54,691	$	33,152

(b) Includes Intangible assets.

The following geographic area data includes nets sales based on product shipment destination.


	For the years ended December 31,
	2025		2024
United States	$	92,685	$	15,606
United Kingdom	21,518		—
Total	$	114,203	$	15,606

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Depreciation expense related to property, plant and equipment	$ 14,009	$ 7,809
Loss from write-down of property, plant and equipment	1,781	9,133
Interest costs	$ 904	$ 1,841

Fair Value Measurement - Schedule of Assumptions Used to Determine Fair Value of Warrants (Details)	Dec. 31, 2025 $ / shares	Dec. 31, 2024 $ / shares
Time to expiration \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration	2 years 9 months 14 days	3 years 9 months 14 days
Time to expiration \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration	2 years 6 months 14 days	3 years 6 months 14 days
Time to expiration \| December 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Time to expiration	2 years 11 months 15 days	3 years 11 months 15 days
Common stock price \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	11.46	4.86
Common stock price \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	11.46	4.86
Common stock price \| December 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	11.46	4.86
Risk-free interest rate \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.035	0.043
Risk-free interest rate \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.035	0.043
Risk-free interest rate \| December 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.035	0.043
Volatility \| April 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	1.050	0.900
Volatility \| May 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	1.050	0.900
Volatility \| December 2023 warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	1.050	0.900

Leases - Schedule of Future Minimum Lease (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Operating leases
2026	$ 3,784
2027	3,878
2028	4,983
2029	5,095
2030	5,228
Thereafter	35,530
Total minimum lease payments	58,498
Less amounts representing interest	(37,356)
Present value of minimum lease payments	21,142
Finance leases
2026	140
2027	115
2028	73
2029	54
2030	28
Thereafter	0
Total minimum lease payments	410
Less amounts representing interest	(127)
Present value of minimum lease payments	283
Total
2026	3,924
2027	3,993
2028	5,056
2029	5,149
2030	5,256
Thereafter	35,530
Total minimum lease payments	58,908
Less amounts representing interest	(37,483)
Present value of minimum lease payments	$ 21,425	$ 3,595

Fair Value Measurement - Schedule of Instruments That Were Initially And Subsequently Measured at Fair Value (Details) - USD ($) $ in Thousands	Jan. 24, 2025	Oct. 31, 2024	Aug. 29, 2024	Jun. 21, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value				$ 76,091
SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value				32,903
Contingent Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value				62,191
Initial Draw of the Delayed Draw Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value				$ 25,653
August 2024 Draw of the Delayed Draw Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value			$ 12,528
October 2024 Draw of the Delayed Draw Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value		$ 28,340
January 2025 Draw of the Delayed Draw Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Initial Fair Value	$ 17,312

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Identifying and assessing cybersecurity risk is integrated into our overall risk management processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT Audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and techniques to test security controls, conduct employee training, monitor emerging laws and regulations related to data protection and information security, and implement appropriate changes. Our incident response processes have four overarching and interconnected stages: 1) preparation for a cybersecurity incident, 2) detection and analysis of a security incident, 3) containment, eradication and recovery, and 4) post-incident analysis. Such incident responses are overseen by leaders from our IT, Legal and Compliance teams regarding matters of cybersecurity. Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation. Incidents are evaluated to determine materiality as well as operational and business impact and reviewed for privacy impact. While we generally perform cybersecurity diligence to assess third party service providers and potential fourth-party risks when and/or processing our employee, business or customer data on our other key service providers such as vendors, suppliers, and other business partners, we do not control our service providers and our ability to monitor their cybersecurity is limited. Some of our service providers may store or have access to our data and may not have effective controls, processes, or practices to protect our information from loss, unauthorized disclosure, unauthorized use or misappropriation or cybersecurity breaches. A vulnerability in our service providers’ software or systems, a failure of our service providers’ safeguards, policies or procedures, or a cybersecurity breach affecting any of these third parties could harm our business. We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Identifying and assessing cybersecurity risk is integrated into our overall risk management processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT Audit, IT security, governance, risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct proactive privacy and cybersecurity reviews of systems and applications, audit applicable data policies, perform penetration testing using external third-party tools and techniques to test security controls, conduct employee training, monitor emerging laws and regulations related to data protection and information security, and implement appropriate changes.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management. Our Audit Committee is responsible for the oversight of risks from cybersecurity threats. Members of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from our IT Legal, and Compliance teams regarding matters of cybersecurity. This includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives. Our Board members also engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Our cybersecurity risk management and strategy processes are overseen by our CIO and leaders from our Legal and Compliance teams. Our CIO has over 15 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our Audit Committee is responsible for the oversight of risks from cybersecurity threats.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Members of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from our IT Legal, and Compliance teams regarding matters of cybersecurity.
Cybersecurity Risk Role of Management [Text Block]	Our cybersecurity risk management and strategy processes are overseen by our CIO and leaders from our Legal and Compliance teams. Our CIO has over 15 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our cybersecurity risk management and strategy processes are overseen by our CIO and leaders from our Legal and Compliance teams. Our CIO has over 15 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan, and report to the Audit Committee on any appropriate items.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our CIO has over 15 years of prior work experience in various roles involving information technology, including security, auditing, compliance, systems and programming.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	Members of the Audit Committee receive updates on a quarterly basis from senior management, including leaders from our IT Legal, and Compliance teams regarding matters of cybersecurity. This includes existing and new cybersecurity risks, status on how management is addressing and/or mitigating those risks, cybersecurity and data privacy incidents (if any) and status on key information security initiatives.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Shareholders' Deficit	12 Months Ended
Shareholders' Deficit	Dec. 31, 2025
Equity [Abstract]
Shareholders' Deficit	Shareholders' Deficit Preferred Shares The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. The preferred stock has a par value of $0.0001. As of December 31, 2025 and 2024, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 600,000,000 shares of common stock at $0.0001 par value. The holders of the Company’s common stock are entitled to one vote for each share held. At December 31, 2025 and 2024, there were 337,132,374 and 221,791,205 shares of common stock issued and outstanding, respectively. Treasury Stock For the years ended December 31, 2025 and 2024, the Company recorded treasury stock of $488 and $1,228 for shares withheld from employees to cover the payroll tax liability of RSUs vested, respectively. The treasury stock was immediately retired. Public Warrants The Company sold warrants to purchase 9,075,000 shares of the Company's common stock in a public offering on May 22, 2020 (the “Public Warrants”). Each public warrant entitles the holder to purchase a share of common stock at a price of $11.50 per share. During the twelve months ended December 31, 2025, 274,400 IPO warrants that were issued to various counterparties became public warrants. There were 6,970,826 Public Warrants exercised for the years ended December 31, 2025 and zero Public Warrants exercised for the years ended December 31, 2024. As of December 31, 2025 and 2024, there were zero and 7,052,254 public warrants outstanding, respectively. At-the-Market Offering Program The Company has a sales agreement with Cowen and Company, LLC (“Cowen”), with respect to an at-the-market offering (“ATM”) program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $200,000 through Cowen as its sales agent and/or principal. During the year ended December 31, 2024, the Company sold 16,627,523 shares raising proceeds of $14,089, net of fees paid to Cowen, at an average selling price of $0.87 per share, included in the Consolidated Statement of Shareholders' Equity. There were no sales made during the year ended December 31, 2025. May 2025 Public Offering The Company entered into an underwriting agreement on May 29, 2025, with Jefferies LLC and J.P. Morgan Securities LLC as representatives of the several underwriters (collectively, the “Underwriters”) pursuant to which the Company agreed to sell 18,750,000 shares of the Company’s common stock at a public offering price of $4.00 per share. In addition, the Company granted the Underwriters an option, exercisable within 30 days after May 29, 2025, to purchase up to an additional 2,812,500 shares of the Company’s common stock. On May 30, 2025, the Underwriters exercised such option to purchase additional shares in full. The issuance and sale of 21,562,500 shares of the Company’s common stock was completed on June 2, 2025, raising proceeds of $81,075, net of fees paid to Jefferies LLC and J.P. Morgan Securities LLC. November 2025 Registered Direct Offering On November 19, 2025, the Company entered into certain share purchase agreements, by the Company, pursuant to which the Company agreed to sell 35,855,647 shares of the Company's common stock in a registered direct offering at a price of $12.78 per share. The issuance and sale of 35,855,647 shares of the Company's common stock was completed on November 24, 2025, raising proceeds of $458,235.

- Definition

The entire disclosure for equity.

+ References

+ Details

Leases

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Leases

The Company leases machinery, manufacturing facilities, office space, land and equipment under both operating and finance leases. Lease assets and lease liabilities as of December 31, 2025 and 2024 were as follows:


		December 31,
	Classification on Balance Sheet	2025		2024
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	20,420	$	2,909
Finance lease assets	Property, plant and equipment, net	262		106
Total lease assets		$	20,682	$	3,015

		December 31,
	Classification on Balance Sheet	2025		2024
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,960	$	1,879
Finance lease liability	Other current liabilities	84		42
Long-term
Operating lease liability	Operating lease liability	19,182		1,628
Finance lease liability	Other liabilities	199		46
Total lease liabilities		$	21,425	$	3,595

Operating lease costs for the years ended, weighted average remaining term (in years) for the operating leases, weighted average discount rate, weighted average remaining term (in years) for the finance leases and the weighted average discount rate are as follows:


	December 31,
	2025			2024
Operating lease costs	$	2,729		$	1,938
Weighted average discount rate (Operating)	20.4		%	18.3		%
Weighted average discount rate (Finance)	23.7		%	20.8		%
Weighted average remaining term (Operating)	10.1 years			1.8 years
Weighted average remaining term (Finance)	3.4 years			2.2 years

Future minimum lease payments as of December 31, 2025 were as follows:


	Operating leases		Finance leases		Total
2026	$	3,784	$	140	$	3,924
2027	3,878		115		3,993
2028	4,983		73		5,056
2029	5,095		54		5,149
2030	5,228		28		5,256
Thereafter	35,530		—		35,530
Total minimum lease payments	58,498		410		58,908
Less amounts representing interest	(37,356)		(127)		(37,483)
Present value of minimum lease payments	$	21,142	$	283	$	21,425

Leases


		December 31,
	Classification on Balance Sheet	2025		2024
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	20,420	$	2,909
Finance lease assets	Property, plant and equipment, net	262		106
Total lease assets		$	20,682	$	3,015

		December 31,
	Classification on Balance Sheet	2025		2024
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,960	$	1,879
Finance lease liability	Other current liabilities	84		42
Long-term
Operating lease liability	Operating lease liability	19,182		1,628
Finance lease liability	Other liabilities	199		46
Total lease liabilities		$	21,425	$	3,595


	December 31,
	2025			2024
Operating lease costs	$	2,729		$	1,938
Weighted average discount rate (Operating)	20.4		%	18.3		%
Weighted average discount rate (Finance)	23.7		%	20.8		%
Weighted average remaining term (Operating)	10.1 years			1.8 years
Weighted average remaining term (Finance)	3.4 years			2.2 years

Future minimum lease payments as of December 31, 2025 were as follows:


	Operating leases		Finance leases		Total
2026	$	3,784	$	140	$	3,924
2027	3,878		115		3,993
2028	4,983		73		5,056
2029	5,095		54		5,149
2030	5,228		28		5,256
Thereafter	35,530		—		35,530
Total minimum lease payments	58,498		410		58,908
Less amounts representing interest	(37,356)		(127)		(37,483)
Present value of minimum lease payments	$	21,142	$	283	$	21,425

Leases


		December 31,
	Classification on Balance Sheet	2025		2024
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	20,420	$	2,909
Finance lease assets	Property, plant and equipment, net	262		106
Total lease assets		$	20,682	$	3,015

		December 31,
	Classification on Balance Sheet	2025		2024
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,960	$	1,879
Finance lease liability	Other current liabilities	84		42
Long-term
Operating lease liability	Operating lease liability	19,182		1,628
Finance lease liability	Other liabilities	199		46
Total lease liabilities		$	21,425	$	3,595


	December 31,
	2025			2024
Operating lease costs	$	2,729		$	1,938
Weighted average discount rate (Operating)	20.4		%	18.3		%
Weighted average discount rate (Finance)	23.7		%	20.8		%
Weighted average remaining term (Operating)	10.1 years			1.8 years
Weighted average remaining term (Finance)	3.4 years			2.2 years

Future minimum lease payments as of December 31, 2025 were as follows:


	Operating leases		Finance leases		Total
2026	$	3,784	$	140	$	3,924
2027	3,878		115		3,993
2028	4,983		73		5,056
2029	5,095		54		5,149
2030	5,228		28		5,256
Thereafter	35,530		—		35,530
Total minimum lease payments	58,498		410		58,908
Less amounts representing interest	(37,356)		(127)		(37,483)
Present value of minimum lease payments	$	21,142	$	283	$	21,425

Stock-Based Compensation - Schedule Share Based Compensation Award Valuation Assumptions (Details) - TSR Awards - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Company share price (in dollars per share)	$ 4.54	$ 1.74
Company volatility	117.20%	115.30%
Company correlation	0.306	0.361
Company dividend yield	$ 0	$ 0
Weighted average performance term	2 years 3 months 18 days	2 years 4 months 24 days
Weighted average risk-free interest rate	3.70%	4.30%
Peer group average volatility	0.559	0.543
Peer group average correlation	0.471	0.442
Weighted average grant date fair value	$ 6.84	$ 3.19

Leases - Schedule of Lease Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Leases [Abstract]
ROU operating lease assets	$ 20,420	$ 2,909
Finance lease assets	262	106
Total lease assets	20,682	3,015
Liabilities
Operating lease liability	1,960	1,879
Finance lease liability	84	42
Operating lease liability	19,182	1,628
Finance lease liability	199	46
Present value of minimum lease payments	$ 21,425	$ 3,595
Finance lease, liability, current, statement of financial position [extensible enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Finance lease, liability, current, statement of financial position [extensible enumeration]	Other current liabilities	Other current liabilities
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration]	Other liabilities	Other liabilities

Commitment and Contingencies (Details) $ in Thousands	3 Months Ended
Commitment and Contingencies (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Long-term supply agreement, shortfall penalty	$ 1,250
Long-term supply agreement, equipment transfer	$ 600

Leases - Weighted Average Remaining Term (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Leases [Abstract]
Operating lease, cost	$ 2,729	$ 1,938
Operating lease, weighted average discount rate, percent	20.40%	18.30%
Finance lease, weighted average discount rate, percent	23.70%	20.80%
Operating lease, weighted average remaining lease term	10 years 1 month 6 days	1 year 9 months 18 days
Finance lease, weighted average remaining lease term	3 years 4 months 24 days	2 years 2 months 12 days

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease commitments The Company has lease commitments under lease agreements. See Note 15, Leases, for additional information. Minimum Volume Commitment In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party which provides services to process certain raw materials. Any purchase order issued under this supply agreement would have been non-cancellable. To the extent the Company failed to order the guaranteed minimum volume defined in the contract at the end of the term, the Company would have been required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. As part of the negotiations, during the fourth quarter of 2024, the Company paid the counterparty $1,250 as a shortfall penalty and transferred equipment with a net book value of approximately $600. As a result, the Company has been released of any minimum volume commitments as part of the original agreement. During 2025, the Company entered into a new long-term supply agreement with the third party for the processing of certain raw materials. The new long term-term supply agreement does not include any minimum volume commitments. Purchase orders that have been accepted by the third party shall not be modified or canceled except upon written agreement of the parties. Legal Proceedings From time to time, the Company may be involved in various legal proceedings and litigation arising in the ordinary course of business. We are not currently involved in any material legal proceedings or litigation.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands	Total	Common Stock	Additional Paid in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balances (in shares) at Dec. 31, 2023		199,133,827
Beginning balance at Dec. 31, 2023	$ (110,800)	$ 21	$ 765,018	$ 7	$ (875,846)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	18,533		18,533
Exercise of warrants (in shares)		4,682,767
Exercise of warrants	$ 16,590		16,590
Exercise of stock options (in shares)	44,000	44,000
Exercise of stock options	$ 56		56
Release of restricted stock units (in shares)		2,052,963
Cancellation of shares used to settle payroll tax withholding (in shares)		(749,875)
Cancellation of shares used to settle payroll tax withholding	(1,228)		(1,228)
Issuance of common stock (in shares)		16,627,523
Issuance of common stock	14,089	$ 2	14,087
Remeasurement of Preferred Stock - related party	(278,330)		(278,330)
Foreign currency translation adjustment	(13)			(13)
Change in fair value of debt - credit risk - related party	(43,490)			(43,490)
Net loss	$ (685,870)				(685,870)
Ending balances (in shares) at Dec. 31, 2024	221,791,205	221,791,205
Ending balance at Dec. 31, 2024	$ (1,070,463)	$ 23	534,726	(43,496)	(1,561,716)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	23,881		23,881
Exercise of warrants (in shares)		24,760,252
Exercise of warrants	$ 264,816		264,814
Exercise of stock options (in shares)	938,628	938,628
Exercise of stock options	$ 2,522		2,522
Release of restricted stock units (in shares)		12,864,479
Cancellation of shares used to settle payroll tax withholding (in shares)		(82,438)
Cancellation of shares used to settle payroll tax withholding	(488)		(488)
Issuance of common stock (in shares)		76,860,248
Issuance of common stock	687,071	$ 7	687,064
Remeasurement of Preferred Stock - related party	(770,661)		(770,661)
Repurchase of May 2025 Convertible Notes	(325,886)		(325,886)
Issuance of DOE Warrants	7,294		7,294
Foreign currency translation adjustment	16			16
Change in fair value of debt - credit risk - related party	(87,317)			(87,317)
Down round deemed dividend			4,456		(4,456)
Net loss	$ (969,647)				(969,647)
Ending balances (in shares) at Dec. 31, 2025	337,132,374	337,132,374
Ending balance at Dec. 31, 2025	$ (2,238,862)	$ 32	$ 427,722	$ (130,797)	$ (2,535,819)

Accrued Expenses - Schedule of Warranty Reserve Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Movement in Standard Product Warranty Accrual
Warranty reserve - beginning of period	$ 5,102	$ 6,197
Additions for current year deliveries	3,296	576
Changes in the warranty reserve estimate	2,946	(482)
Warranty costs incurred	(1,875)	(1,189)
Warranty reserve - end of period	$ 9,469	$ 5,102

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 567,992	$ 74,292
Restricted cash	34,636	14,070
Loan commitment assets - related party	0	21,731
Accounts receivable, net	6,779	3,038
Inventory	59,026	32,826
Vendor deposits	11,756	17,419
Contract assets, current	13,972	13,096
Prepaid expenses	2,701	938
Grant receivable, net	11,028	2,283
Other current assets	590	219
Total current assets	708,480	179,912
Property, plant and equipment, net	114,415	45,660
Intangible assets, net	979	240
Goodwill	4,331	4,331
Operating lease right-of-use asset, net	20,420	2,909
Long-term restricted cash	21,938	15,000
Other assets, net	14,634	12,266
Total assets	885,197	260,318
Current liabilities:
Accounts payable	99,915	16,723
Accrued expenses	25,794	22,032
Operating lease liability, current	1,960	1,879
Long-term debt, current	372	2,014
Contract liabilities, current	14,975	22,039
Other current liabilities	524	288
Total current liabilities	143,540	64,975
Long-term liabilities:
Operating lease liability	19,182	1,628
Long-term debt	662,467	65,823
Notes payable - related party	150,427	249,059
Contract liabilities, long-term	2,506	4,310
Other liabilities	427	69
Total long-term liabilities	1,618,977	777,110
Total liabilities	1,762,517	842,085
COMMITMENTS AND CONTINGENCIES (NOTE 17)
SHAREHOLDERS' DEFICIT
Common Stock, $0.0001 par value, 600,000,000 shares authorized, 337,132,374 and 221,791,205 shares outstanding at December 31, 2025 and 2024, respectively	32	23
Additional paid in capital	427,722	534,726
Accumulated deficit	(2,535,819)	(1,561,716)
Total shareholders' deficit	(2,238,862)	(1,070,463)
Total liabilities, preferred stock and shareholders' deficit	885,197	260,318
Series B Preferred Stock
Long-term liabilities:
SERIES B PREFERRED STOCK - related party (NOTE 3)	1,361,542	488,696
Nonrelated Party
Long-term liabilities:
Warrants liability	313,253	189,591
SHAREHOLDERS' DEFICIT
Accumulated other comprehensive income (loss)	10	(6)
Related Party
Current liabilities:
Accounts payable	285
Long-term liabilities:
Warrants liability	470,715	266,630
SHAREHOLDERS' DEFICIT
Accumulated other comprehensive income (loss)	$ (130,807)	$ (43,490)

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2025
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions AFG Convertible Notes In January 2023, the Company issued and sold $13,750 of 26.5% Convertible Senior PIK Notes due 2026 (“AFG Convertible Notes”) to Great American Insurance Company, Ardsley Partners Renewable Energy, LP, CCI SPV III, LP, Denman Street LLC, John B. Bending Irrevocable Children’s Trust, John B. Berding and AE Convert, LLC (the "Affiliated Purchasers") (together, the “Purchasers”). AE Convert LLC, a Delaware limited liability company was managed by Russell Stidolph, a related party as Mr. Stidolph is a director of the Company. In connection with the issuance and sale of the AFG Convertible Notes, the Company entered into an investment agreement (the “Investment Agreement”) with the Purchasers. On July 29, 2025, the Company entered into the First Supplemental Indenture (as defined herein) dated as of July 28, 2025, providing for certain amendments to the terms of the AFG Convertible Notes. Refer to Note 13, Borrowings, for additional information. Credit and Securities Purchase Transaction Pursuant to the terms and conditions of Credit and Securities Purchase Transaction, Cerberus and CCM Denali Equity Holdings, LP, are considered related parties as result of the transactions. During the year ended December 31, 2025, the Company entered into the Cerberus Amendments, with Cerberus US Servicing LLC acting as the Administrative Agent to the Cerberus Amendments. Refer to Note 3, Credit and Securities Purchase Transaction for detailed discussion. During the year ended December 31, 2025, the Company incurred manufacturing costs of $1,902 and advisory fees of $3,348 from four vendors affiliated with Cerberus. As of December 31, 2025 $4,965 of the costs were paid and the remaining $285 of the costs are included in Accounts payable in the Consolidated Balance Sheets. The fees are included in Cost of goods sold and Selling, general and administrative expenses, respectively, in the Consolidated Statements of Operations and Comprehensive Loss and Intangible assets, net in the Consolidated Balance Sheets.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Segment Reporting - Narrative (Details)	12 Months Ended
Segment Reporting - Narrative (Details)	Dec. 31, 2025 segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1

Fair Value Measurement - Schedule of Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Embedded derivatives
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Balance at beginning of the period	$ 228,719	$ 44,396	$ 4,423
Additions	282,054	41
Settlement of non-option embedded derivative for May 2025 Convertible notes	23,132	0
Balance at end of the period	228,719	44,396
Embedded derivatives \| Related Party
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Change in fair value of liabilities	77,004	39,932
Nonrelated Party
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Change in fair value of liabilities	(76,467)	0
Warrant \| SPA Warrant and Contingent Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Balance at beginning of the period	470,715	266,630	0
Additions	0	95,094
Conversion to preferred stock	(102,186)	(193,920)
Change in fair value of liabilities	306,271	365,456
Balance at end of the period	470,715	266,630
Warrant \| April, May and December 2023 Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Balance at beginning of the period	313,253	189,322	27,406
Exercised warrants	(155,008)	(9,096)
Change in fair value of liabilities	278,939	171,012
Balance at end of the period	313,253	189,322
Delayed Draw Term Loan (DDTL) \| Debt
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Balance at beginning of the period	150,427	76,188	$ 0
Prepayment of the Term Loan	(28,582)	0
Change in fair value of liabilities	85,509	9,667
Balance at end of the period	150,427	76,188
Delayed Draw Term Loan (DDTL) \| Debt \| Draw One
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Additions	0	25,653
Delayed Draw Term Loan (DDTL) \| Debt \| Draw Two
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Additions	0	12,528
Delayed Draw Term Loan (DDTL) \| Debt \| Draw Three
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Additions	0	28,340
Delayed Draw Term Loan (DDTL) \| Debt \| Draw Four
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Additions	17,312	0
2021 Convertible Notes Payable \| Embedded derivatives
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Extinguishment of the Convertible Notes embedded derivatives	(87)	0
AFG Convertible Note \| Embedded derivatives
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation
Extinguishment of the Convertible Notes embedded derivatives	$ (121,313)	$ 0

Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Net operating loss carryforwards	$ 292,046	$ 178,561
Capital loss carryforwards	228	235
Goodwill	5,160	6,109
Capitalized research & experimental costs	7,009	9,737
Stock-based compensation	2,224	4,841
Accruals and reserves	5,433	3,455
Organizational costs	92	111
Lease liability	5,195	936
Fixed assets	0	1,419
Inventory	1,131	1,709
Transaction costs	3,772	7,386
Debt instruments	11,466	8,508
Other	62	10
Deferred tax assets, gross	333,818	223,017
Valuation allowance	(327,138)	(222,122)
Total deferred tax assets, net	6,680	895
Deferred tax liabilities:
Right of use asset	(5,018)	(853)
Intangibles	(232)	(42)
Fixed assets	(1,430)	0
Deferred tax liabilities	(6,680)	(895)
Total deferred tax asset (liability)	$ 0	$ 0

Intangible Assets

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets consisted of various patents and internal-use software. The patents are determined to have useful lives and are amortized into the results of operations over ten years. The internal-use software has a useful life and is amortized into the results of operations over three years.


	December 31, 2025						December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Patents	$	400	$	280	$	120	$	400	$	240	$	160
Internal-Use Software	1,085		226		859		172		92		80
Total Intangible Assets	$	1,485	$	506	$	979	$	572	$	332	$	240

The Company recorded amortization expense of $174 and $90 for the years ended December 31, 2025 and 2024, respectively.

Estimated future amortization expense of intangible assets as of December 31, 2025 are as follows:


	Amortization Expense
2026	$	359
2027	352
2028	268
2029	—
2030	—
	$	979

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	New York, NY

Related Party Transactions (Details) $ in Thousands	12 Months Ended
Related Party Transactions (Details) $ in Thousands	Dec. 31, 2025 USD ($) vendor	Dec. 31, 2024 USD ($)	Jan. 31, 2023 USD ($)	Jan. 18, 2023 USD ($)
Related Party Transaction [Line Items]
Cost of goods sold	$ 258,040	$ 98,867
Selling, general and administrative expenses	85,110	60,047
Costs paid	(62,139)	4,565
Cost remaining recorded in accounts payable	$ 99,915	$ 16,723
Related Party
Related Party Transaction [Line Items]
Number of vendors \| vendor	4
Costs paid	$ 4,965
Cost remaining recorded in accounts payable	285
Related Party \| Manufacturing Costs
Related Party Transaction [Line Items]
Cost of goods sold	1,902
Related Party \| Advisory Fees
Related Party Transaction [Line Items]
Selling, general and administrative expenses	$ 3,348
AFG Convertible Note \| Convertible Notes \| Related Party
Related Party Transaction [Line Items]
Principal amount			$ 13,750	$ 13,750
Paid-in-kind interest rate			26.50%

Overview (Details)	12 Months Ended
Overview (Details)	Dec. 31, 2025 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1
Number of reportable segments	1

Revenue Recognition - Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract assets	$ 15,488	$ 14,059
Contract liabilities	$ 17,481	$ 26,349	$ 6,610

Segment Reporting - Net Sales (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting Information
Revenue	$ 114,203	$ 15,606
United States
Segment Reporting Information
Revenue	92,685	15,606
United Kingdom
Segment Reporting Information
Revenue	$ 21,518	$ 0

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
-SubTopic 40
-Name Accounting Standards Codification
-Section 55
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476153/220-40-55-4

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
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-Name Accounting Standards Codification
-Section 55
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-URI https://asc.fasb.org/1943274/2147476153/220-40-55-14

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Borrowings - Schedule of Delayed Draw Term Loan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument
Gain on change in fair value	$ 18,053	$ 33,823
Loss attributable to changes in instrument-specific credit risk	87,317	43,490
Delayed Draw Term Loan (DDTL) \| Secured Debt
Debt Instrument
Gain on change in fair value	$ 18,053	$ 33,823

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense

Stock-based compensation expense included in the Consolidated Statements of Operations and Comprehensive Loss was as follows:


	For the years ended December 31,
	2025		2024
Stock options	$	—	$	264
Performance-based restricted stock units	6,690		8,332
Restricted stock units	18,186		10,184
Total	$	24,876	$	18,780

Schedule of Stock Option Activity

The following table summarizes stock options activity during the years ended December 31, 2025 and 2024:


	Units	Weighted-Average Exercise Price	Weighted-Average Remaining Contractual Term (years)




Options Outstanding at December 31, 2023	4,227,627	4.47	5.2
Granted	—	—
Cancelled/Forfeited	(225,000)	1.39
Exercised	(44,000)	1.28
Options Outstanding at December 31, 2024	3,958,627	4.68	4.0
Granted	—	—
Cancelled/Forfeited	(28,090)	16.32
Exercised	(938,628)	2.69
Options Outstanding at December 31, 2025	2,991,909	5.20	4.2
Options Exercisable at December 31, 2025	2,991,909	5.20	4.2

Schedule of Restricted Stock Units (RSU and PRSU)

The following table summarizes RSU activity during the years ended years ended December 31, 2025 and 2024


	Units	Weighted-Average Grant-Date Fair Value




RSUs Outstanding at December 31, 2023	5,447,458	$	4.58
Granted	12,135,118	1.87
Cancelled/Forfeited	(1,238,231)	2.25
Vested	(2,371,609)	6.05
RSUs Outstanding at December 31, 2024	13,972,736	2.18
Granted	5,640,492	7.33
Cancelled/Forfeited	(1,787,571)	2.52
Vested	(5,945,930)	2.51
RSUs Outstanding at December 31, 2025	11,879,727	4.41

The following table summarizes PRSU activity during the years ended December 31, 2025 and 2024:


	Units	Weighted-Average Grant-Date Fair Value




PRSUs Outstanding at December 31, 2023	—	$	—
Granted	9,192,500	1.92
Cancelled/Forfeited	(387,500)	1.74
Vested	—	—
PRSUs Outstanding at December 31, 2024	8,805,000	1.93
Granted	1,197,278	5.43
Cancelled/Forfeited	(656,245)	1.87
Vested	(7,032,842)	1.74
PRSUs Outstanding at December 31, 2025	2,313,191	4.33

Schedule Share Based Compensation Award Valuation Assumptions

The following summarizes the key assumptions used to estimate the fair value of the TSR awards that were granted, and the resulting weighted average grant date fair value.


	2025 TSR awards			2024 TSR awards
Company share price	$	4.54		$	1.74
Company volatility	117.2		%	115.3		%
Company correlation	30.6		%	36.1		%
Company dividend yield	—		%	—		%
Weighted average performance term	2.3 years			2.4 years
Weighted average risk-free interest rate	3.7		%	4.3		%
Peer group average volatility	55.9		%	54.3		%
Peer group average correlation	47.1		%	44.2		%
Weighted average grant date fair value	$	6.84		$	3.19

Cash, Cash Equivalents and Restricted Cash

12 Months Ended

Dec. 31, 2025

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

Restricted cash - current as of December 31, 2025, consists of (i) accounts related to the DOE Loan Facility for reserves related to warranty claims, debt servicing, the Davis Bacon Act, secured letters of credit, escrow deposits related to U.S. Custom Bonds insurance and escrow deposits related to our credit card program agreements and (ii) the interest reserve account maintained pursuant to the second Limited Consent Agreement between the Company and the DOE (the “Second DOE Limited Consent Agreement”), which is equivalent to twelve months of interest payments of the May 2025 Convertible Notes and the November 2025 Convertible Notes.

Restricted cash - current as of December 31, 2024 consists of accounts related to the DOE Loan Facility for reserves related to warranty claims, debt servicing, the Davis Bacon Act and secured letters of credit.

Long-term restricted cash as of December 31, 2025, relates to, as defined in the Credit Agreement, the Minimum Liquidity covenant. Under the Minimum Liquidity covenant, as defined in the Credit Agreement and the DOE Loan Facility, the Company shall not permit cash and cash equivalents at any time be less than $15,000. The remainder of Long-term restricted cash relates to an interest reserve account maintained pursuant to the Second DOE Limited Consent Agreement equivalent to six months of interest payments of the May 2025 Convertible Notes and the November 2025 Convertible Notes. Restricted cash per the Second DOE Limited Consent Agreement shall be reduced by the amounts of any actual interest payments made for the May 2025 Convertible Notes and the November 2025 Convertible Notes, but shall not be less than all interest payments on the May 2025 Convertible Notes and the November 2025 Convertible Notes due within 12 months.

Long-term restricted cash as of December 31, 2024 relates to, the Minimum Liquidity covenant, as defined in the Credit Agreement and the DOE Loan Facility, the Company shall not permit cash and cash equivalents at any time be less than $15,000.


	December 31,
	2025		2024
Cash and cash equivalents	$	567,992	$	74,292
Restricted cash - current	34,636		14,070
Long-term restricted cash	21,938		15,000
Total cash, cash equivalents and restricted cash	$	624,566	$	103,362

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2025
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”) to ensure consistent reporting of financial condition, results of operations and cash flows. References to accounting principles generally accepted in the United States (“GAAP”) in these notes are to the FASB Accounting Standards Codification™ (“ASC”) and related updates (“ASU”). The financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with GAAP. All intercompany transactions and balances have been eliminated in consolidation. As a growth company in the early commercialization stage of its lifecycle, the Company is subject to inherent risks and uncertainties associated with the development of an enterprise. Given the significant capital raised during 2025 and our anticipated ability to meet covenants associated with debt instruments held by the Company (refer to Note 13, Borrowings and Note 20, Shareholders’ Deficit), management has concluded that there is no longer substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Foreign Currency The Company follows the provisions of ASC 830, Foreign Currency Matters. The Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date. The operating results of foreign operations are translated at weighted average exchange rates. The related translation gains or losses are reported as a separate component of shareholders’ deficit in accumulated other comprehensive loss. Gains and losses from foreign currency transactions, which were insignificant for years ended December 31, 2025 and 2024, are included as other expense in the Consolidated Statements of Operations and Comprehensive Loss. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Allowance for Expected Credit Losses The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses. As of December 31, 2025 and 2024, the allowances for expected credit loss related to Accounts Receivable was $255 and $40, respectively. The Company also has an allowance related to its Notes Receivable, net, of which is included in Other assets on the accompanying Consolidated Balance Sheets. As of December 31, 2025 and 2024, the allowance for expected credit loss related to the notes receivable amounted to $884 and $37, respectively. Refer to Note 9 Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration for further information. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Embedded derivatives Some of our debt and preferred stock financings contain embedded features, such as conversion features and redemption features. The Company evaluates each agreement to determine whether the embedded feature requires bifurcation from the host instrument, in which case would require to be accounted for as a derivative liability. The Company uses valuation models to estimate the fair value of the embedded derivatives. The change in fair value of the embedded derivatives is presented separately on the Consolidated Statements of Operations and Comprehensive Loss. Earnings (loss) Per Share In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. In accordance with ASC 260, the DOE Warrants are included in basic EPS as the shares are issuable for little cash consideration. The SPA Warrant, Series B Preferred Stock, 2023 Warrants, May 2025 Convertible Notes and November 2025 Convertible Notes are participating securities that do not have the obligation to share in the losses of the Company. Therefore, the more dilutive of the “if-converted” and “two-class” method must be applied when calculating EPS for the common shares. Management has elected to recognize changes in the redemption value of the Series B Preferred Stock. At each balance sheet date, the redemption value of the Series B Preferred Stock will be calculated, and if the redemption value is greater than the carrying value, the carrying value will be remeasured to the redemption value. The remeasurement is recorded as a deemed dividend, which, in the absence of Retained earnings, reduces additional paid in capital and earnings available to common shareholders in computing basic and diluted EPS. Other potentially dilutive common shares and the related impact to earnings, are considered when calculating EPS on a diluted basis. See Note 21, Earnings Per Share for further information. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, contract assets, accounts payable, accrued expenses, warrants, notes payable — related party, contract liabilities and long-term debt. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities, accrued expenses and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Goodwill Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, if the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. The Company completed the annual goodwill impairment test as of November 30, 2025, using a qualitative assessment for the reporting unit. The Company concluded that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount, and a quantitative goodwill impairment test was not necessary. As a result of the annual assessment, there were no impairment charges for the year ended December 31, 2025. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An assessment is performed to determine whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of any long-lived asset impairment is measured based on fair value and is charged to operations in the period in which a long-lived assets impairment is determined by management. Income Taxes and Deferred Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes ("ASC 740"). Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carryforwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgment is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more-likely-than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Intangible Assets, net Intangible assets are stated at their historical cost and amortized on a straight-line basis over their expected useful lives. Software Development Costs The Company capitalizes certain costs associated with the acquisition and development of software, which consist of internally developed software and software purchased from third parties for internal use. The Company amortizes these costs using the straight-line method over the estimated useful lives of the software, which is generally three years. Certain upgrades or modifications to the Company’s internally-used software are capitalized if they enhance the software’s functionality or extend its useful life. These costs are included within Intangible Assets, net on the Company’s Consolidated Balance Sheets. Inventory Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis. The Company records inventory when it takes title to the product according to the terms of each supply contract. The Company evaluates its ending inventories for excess quantities and obsolescence. An inventory reserve is recorded for inventories that management considers excess or obsolete. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases. Leases The Company accounts for its leases under ASU 2016-02, Leases (“ASC 842”). Under ASC 842, the right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value represents our collateralized incremental borrowing rate and is calculated based on the treasury yield curve that is commensurate with the term of each lease, and a spread representative of our borrowing costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases may be classified as either operating leases or finance leases. Leases with an initial term of 12 months or less are excluded from the scope of ROU assets and liabilities, as allowed by ASC 842. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for non-lease components as part of the lease component for all asset classes. The majority of the Company's lease agreements are real estate leases. Property, Plant and Equipment, net Equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the improvements or the life of the lease. Maintenance and repair expenditures are expensed as incurred. Expenditures which significantly improve or extend the life of an asset are capitalized. Construction in Progress Included in property, plant and equipment is construction in progress. Costs related to the design, development and construction of large capital projects are accumulated in construction in progress until the project is complete. A construction project is considered substantially complete upon the cessation of construction and development activities. Once the project is substantially complete and ready for its intended use these costs are amortized on a straight-line basis over the asset's estimated useful life. A portion of construction in progress also includes capitalized interest. Interest costs incurred during construction of large capital projects are capitalized as construction in progress until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset. Interest is capitalized using a weighted average effective interest rate applicable to borrowings outstanding during the period to which it is applied. Research and Development Expenses Research and development costs are expensed as incurred, which include materials, supplies, salaries, benefits and other costs related to research, development and testing of products. Revenue Recognition Revenue is earned from the sales, installation and commissioning of BESS, the terms of which are dictated by supply agreements the Company enters into with its customers. Revenue is recognized to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer. As most contracts contain multiple goods or services delivered to the customer at different times, the transaction price is allocated to each good or service based on the relative standalone selling price and revenue is recognized when or as the performance obligation is satisfied. The Company uses either the expected cost-plus margin approach or adjusted market assessment approach to estimate the standalone selling prices of its goods and services. Product Revenue Product revenue is comprised of revenue from the BESS, along with other products, including marshalling cabinets, spare parts, transformers and inverters. It is recognized when control transfers, as determined by the specific terms outlined in each contract. If not specifically defined in the contract, the timing around the transfer of control is based on the shipping terms, which vary by contract, but are generally either Delivered-at-Place ("DAP") Destination or Exworks. Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as refunds, penalties including liquidated damages and the customer’s right to return, using the expected value method, and adjusts transaction price for its estimate of variable consideration. We update our estimates of variable consideration and adjust the transaction price accordingly by recording an adjustment to net revenue and refund liability with respect to variable consideration such as penalties, refunds and credits to customers. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Shipping and handling costs are included in cost of goods sold. Sales tax collected from customers are recorded on a net basis and therefore, not included in revenue. Sales tax is recorded as a liability (payable) until remitted to governmental authorities. Service Revenue Service revenue includes commissioning, installation and engineering, procurement and construction revenue. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, these performance obligations are satisfied over time. The Company uses an input method to measure progress towards satisfaction. If at any time management determines that in the case of a particular contract total costs will exceed total contract revenue, a provision for the entire anticipated contract loss is recorded at that time. Warranty Related Revenue In addition to a standard limited warranty against defects, the Company offers customers the option to purchase an extended warranty, a maintenance and monitoring service and/or a performance guarantee. As the standard limited warranty is classified as an assurance-type warranty, based on criteria set forth in ASC 606, it is not accounted for as a separate performance obligation. The extended warranty, maintenance and monitoring service warranty and performance guarantee, however, represent distinct services and are accounted for as separate performance obligations based on a time-lapsed measure of progress resulting in a ratable recognition of revenue over the respective performance period. For these performance obligations, at any time if management determines that in the case of a particular warranty that total costs will exceed total warranty revenue, a provision for the entire anticipated warranty loss is recorded at that time and included in warranty liability on the Consolidated Balance Sheets. Contract Assets and Contract Liabilities The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied, however invoicing to the customer has not yet occurred. Contract liabilities primarily relate to consideration received from customers in advance of the Company’s satisfying performance obligations under contractual arrangements. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. Payment terms are generally aligned with meeting various contractual milestones, beginning with purchase order execution and extending through manufacturing release, ready to ship, delivery and commissioning. Practical Expedients and Exemptions As permitted by ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company elected to use certain practical expedients. •The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset recognized by the Company is one year or less. •The Company has elected to exclude sales and other similar taxes from the transaction price. •If shipping and handling activities are performed after a customer obtains control of the good, the Company has elected to account for shipping and handling as activities to fulfil the promise to transfer the good. All elections are consistently applied to similar transactions. Stock-Based Compensation The Company's stock-based compensation expense consists of: •Stock options. •Restricted stock units awards ("RSU"). •Performance-based milestone awards, performance-based restricted stock units and contingent shares that may be earned based on the Company’s total shareholder return (“TSR”) collectively, (“PRSU”). Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. For stock option awards, the Company uses the Black-Scholes option pricing model to estimate the fair value. For RSUs and Milestone PRSUs, the Company uses the Company's stock price on date of grant to estimate fair value. For TSRs , the fair value is estimated using a Monte Carlo simulation in an option pricing framework. The Company recognizes compensation cost on a straight-line basis over the requisite service period of the award, which is generally the award vesting period. Stock options generally have a term of five to ten years and vest over periods ranging from three months to two years. RSUs generally vest over periods from one to three years. PRSUs generally vest over two to three years. For Performance-based milestone awards and performance-based restricted stock units, stock-based compensation expense is recognized on a straight-line basis based on management’s estimation of achievement of performance conditions (see Note 18, Stock Based Compensation for further discussion). The Company recognizes forfeitures as incurred. Warranty Liability Warranty obligations are incurred in connection with the sale of the Company’s products. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors, including the use of actual claim data to date, results of lab testing, factory quality data and field monitoring. Series A and B Preferred Stock As discussed in Note 3, Credit and Securities Purchase Transaction, the Company issued shares of (1) Series A-1 Preferred Stock and Series A-2 Preferred Stock (collectively "Series A Preferred Stock") in June 2024 and August 2024, respectively, which were subsequently converted into shares of Series B-1 Preferred Stock and Series B-2 Preferred Stock, respectively, in September 2024, (2) Series B-3 Preferred Stock in November 2024 and (3) Series B-4 Preferred Stock, the “Series B Preferred Stock” and together with Series A Preferred Stock, “the Preferred Stock”. The Preferred Stock is redeemable based upon the passage of time and therefore meets the criteria to be classified within temporary equity. Management has elected to recognize changes in the redemption value pursuant to ASC 480-10-S99-3A-15(b). As a result, the Company will remeasure the Preferred Stock to the maximum redemption value at each reporting date but will never be adjusted below its initial carrying value. Adjustments are reflected in Additional paid in capital on the Company’s Consolidated Balance Sheets. Production Tax Credits under Internal Revenue Code 45X (“PTC”) Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740. Therefore, the Company accounts for the PTC under a government grant model. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money is recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. The PTC is a non-monetary asset since the Company’s intention is to sell the tax credit to a third-party and is recorded at the value that is expected to be received from the sale in Grant Receivable, net on the Company’s Consolidated Balance Sheets and is subsequently recognized in Cost of goods sold in the Consolidated Statements of Operations and Comprehensive Loss when the inventory is sold. In the event the PTC is sold, upon the receipt of the cash payments, the Company will record offsets to Grant Receivable, net. Differences in the recorded value of the PTC and the sale price will be recognized as an adjustment to cost of goods sold in the Consolidated Statements of Operations and Comprehensive Loss. Fair Value Option The Company has elected the option under ASC 825-10, Financial Instruments ("ASC 825"), to measure the Delayed Draw Term Loan, including all tranches of fundings received in 2025 and 2024 (see Note 3, Credit and Securities Purchase Transaction) at fair value. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. When the fair value option is elected for an instrument, unrealized gains and losses for such instrument is reported in the Consolidated Statements of Operations and Comprehensive Loss at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. These amounts are included in Other expense in the Consolidated Statements of Operations and Comprehensive Loss. The gains or losses attributable to changes in instrument-specific risk are included in Change in fair value of debt – credit risk in Accumulated other comprehensive loss - related party. Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires additional disclosures related to the effective tax rate reconciliation and taxes paid. The amendment is effective for annual periods beginning after December 15, 2024. Entities have the option to apply the amendments in ASU 2023-09 prospectively or retrospectively to periods presented in the financial statements. The Company adopted ASU 2023-09 retrospectively for all prior periods presented as of December 31, 2025. See Note 19, Income Taxes for further discussion. In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company adopted ASU 2024-04 as of December 31, 2025. See Note 13, Borrowings for further discussion. Recently Issued Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, Disclosure Agreements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This amendment will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC. If the SEC has not removed the applicable disclosure requirement by June 30, 2027, these amendments will not be effective. Early adoption is prohibited. The Company is currently assessing the potential impact this amendment could have on its disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, though early adoption is permitted. The Company is currently assessing the potential impact this amendment could have on its financial statements and disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2025-01 is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. Entities should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the potential impact this ASU could have on its financial statements and disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). The amendments in this update introduce a practical expedient aimed at simplifying the estimation of expected credit losses for current accounts receivable and current contract assets. The update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and refine the guidance for capitalizing costs related to internal-use software, including development phases and implementation activities. The update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted beginning in fiscal year 2026. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. On December 4, 2025, the FASB issued ASU 2025-10, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. In the absence of such guidance, many for-profit entities historically have analogized to other GAAP, including IAS 20 or ASC 958-605, when accounting for government grants. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028, for public business entities, Early adoption is permitted. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. On December 8, 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements”. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities, early adoption is permitted. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. On December 17, 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. There were no other accounting standards or updates during the year ended December 31, 2025 that had a material impact on the Company’s Consolidated Financial Statements.

Borrowings - Schedule of Net Carrying Value (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Nov. 30, 2025	Nov. 24, 2025	Jun. 13, 2025	Jun. 11, 2025	Jun. 03, 2025	Dec. 31, 2024
Debt Instrument
Principal	$ 939,476						$ 395,535
Total borrowings	813,266						316,896
2021 Convertible Notes Payable \| Convertible Notes
Debt Instrument
Principal	0						122,868
Unamortized debt discount	0						(13,045)
Unamortized debt issuance costs	0						(1,257)
Embedded conversion feature	0						1,272
Total borrowings	0						109,838
DOE Loan Facility
Debt Instrument
Total borrowings	84,327						65,452
DOE Loan Facility \| PIK interest
Debt Instrument
Principal	90,945						68,279
Capitalized PIK Interest	3,740						107
Unamortized debt discount	(7,609)						0
Unamortized debt issuance costs	(2,749)						(2,934)
Total borrowings	84,327						65,452
AFG Convertible Note \| Convertible Notes \| Related Party
Debt Instrument
Principal	0						22,353
Unamortized debt discount	0						(1,906)
Unamortized debt issuance costs	0						(538)
Embedded conversion feature	0						43,124
Total borrowings	0						63,033
2025 Convertible Notes Due \| Convertible Notes
Debt Instrument
Principal	50,000	$ 250,000			$ 237,500	$ 225,000
Unamortized debt discount	(1,799)			$ (10,000)	(9,500)	(9,000)
Unamortized debt issuance costs	(157)			(874)	(874)	(874)
Total borrowings	48,044			$ 239,126	$ 227,126	$ 215,126
November 2025 Convertible Notes \| Convertible Notes
Debt Instrument
Principal	600,000		$ 600,000
Unamortized debt discount	(298,297)		(301,554)
Unamortized debt issuance costs	(326)		(330)
Total borrowings	530,096		580,170
November 2025 Convertible Notes \| Convertible Notes \| Related Party
Debt Instrument
Embedded conversion feature	228,719		$ 282,054
Senior Secured Term Loan
Debt Instrument
Total borrowings	0						0
Senior Secured Term Loan \| Secured Debt
Debt Instrument
Principal	50,000						0
Total borrowings	$ 48,044						$ 0

Warrants Liability

12 Months Ended

Dec. 31, 2025

Other Liabilities Disclosure [Abstract]

Warrants Liability

The exercise price, amount of warrants outstanding and fair value for all warrants as of December 31, 2025 and 2024 are as follows:


		December 31, 2025			December 31, 2024
	Exercise Price	Warrants Outstanding	Fair Value		Warrants Outstanding	Fair Value
IPO warrants	$11.50	—	$	—	274,400	$	269
April 2023 warrants	$3.14	16,000,000	153,440		16,000,000	56,400
May 2023 warrants	$2.50	3,601,980	35,263		3,601,980	13,126
December 2023 warrants	$1.60	12,010,566	124,550		29,799,992	119,796
Total		31,612,546	313,253		49,676,372	189,591
Warrants liability - related party
SPA Warrant	$0.01	1	470,715		1	188,857
Contingent warrants(a)	n/a	—	—		—	77,773
Total		1	$	470,715	1	$	266,630

(a) Contingent warrants represent future issuable shares of stock. See Note 3, Credit and Securities Purchase Transaction for further discussion.

The change in fair value for IPO Warrants, April 2023 Warrants, May 2023 Warrants and December 2023 Warrants have been recognized in change in fair value of warrants on the Company’s Consolidated Statements of Operations and Comprehensive Loss. The fair value for these warrants is included in Warrants liability on the Consolidated Balance Sheets. The change in fair value for the SPA warrant and Contingent Warrants have been recognized in Change in fair value of derivatives - related parties on the Company’s Consolidated Statements of Operations and Comprehensive Loss. The fair value for these warrants is included in Warrants liability - related party on the Consolidated Balance Sheets. See Note 16, Fair Value Measurements for further information.

Warrants liability

The Company issued private placement warrants to B. Riley Financial, Inc. in conjunction with its initial public offering 2020 (“IPO warrants”). During the year ended December 31, 2025, 274,400 IPO warrants that were issued to various counterparties became public warrants.

In April 2023, the Company issued 16,000,000 shares of common stock and 16,000,000 private placement warrants to purchase shares of common stock, and in May 2023, the Company issued another 3,601,980 shares of common stock and 3,601,980 private placement warrants to purchase shares of common stock (the “April 2023 Transaction” and “May 2023 Transaction”, respectively). There were no April 2023 warrants or May 2023 warrants exercised during the year ended December 31, 2025.

In December 2023, the Company issued in a combined public offering (i) 34,482,759 shares of its common stock and (ii) accompanying common warrants to purchase one share of common stock for each share of common stock sold (the "December 2023 Public Offering"). For the year ended December 31, 2025, 17,789,426 of the December 2023 warrants were exercised generating approximately $28,463 for the Company. For the year ended December 31, 2024, 4,682,767 of the December 2023 warrants were exercised generating approximately $7,492 for the Company.

The warrants issued in 2023 do not qualify for equity classification guidance in ASC 815-40 and are measured at fair value at each reporting period.

Warrants liability - related party

SPA Warrant

As discussed in Note 3, Credit Agreement and Securities Purchase Transaction, the Company issued to the Purchaser, one warrant to purchase 43,276,194 shares of common stock. The warrant has a Ten-year term, a $0.01 per share exercise price, and is exercisable at the Purchaser’s discretion for cash or on a cashless basis. Upon an acceleration under the Credit Agreement, the Company could be required to purchase the warrant from the holder at an amount equal to the most recently quoted price. Following stockholder approval on September 10, 2024, the Conversion Cap increased to 49.9%. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

Contingent Warrants

Following the Initial Draw, on three separate predetermined draw dates upon the achievement of the corresponding performance milestone for each such draw date, the Company received additional funds under the Credit Agreement and issued securities under the SPA in an amount equal to the applicable percentage, up to an aggregate of 33.0% ownership limitation on a fully-diluted basis as of the time the Delayed Draw Term Loan was fully drawn. Although these contingent warrants were not issued or exercisable until additional draws occurred, they meet the guidance under ASC 480 and are recognized at fair value with changes in fair value reported in the Consolidated Statements of Operations and Comprehensive Loss. As of December 31, 2025, the Company has achieved all performance milestones.

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Lease Assets and Lease Liabilities

Lease assets and lease liabilities as of December 31, 2025 and 2024 were as follows:


		December 31,
	Classification on Balance Sheet	2025		2024
Assets
ROU operating lease assets	Operating lease right-of-use asset, net	$	20,420	$	2,909
Finance lease assets	Property, plant and equipment, net	262		106
Total lease assets		$	20,682	$	3,015

		December 31,
	Classification on Balance Sheet	2025		2024
Liabilities
Current
Operating lease liability	Operating lease liability, current	$	1,960	$	1,879
Finance lease liability	Other current liabilities	84		42
Long-term
Operating lease liability	Operating lease liability	19,182		1,628
Finance lease liability	Other liabilities	199		46
Total lease liabilities		$	21,425	$	3,595

Schedule of Lease Cost


	December 31,
	2025			2024
Operating lease costs	$	2,729		$	1,938
Weighted average discount rate (Operating)	20.4		%	18.3		%
Weighted average discount rate (Finance)	23.7		%	20.8		%
Weighted average remaining term (Operating)	10.1 years			1.8 years
Weighted average remaining term (Finance)	3.4 years			2.2 years

Schedule of Future Minimum Lease Payments

Future minimum lease payments as of December 31, 2025 were as follows:


	Operating leases		Finance leases		Total
2026	$	3,784	$	140	$	3,924
2027	3,878		115		3,993
2028	4,983		73		5,056
2029	5,095		54		5,149
2030	5,228		28		5,256
Thereafter	35,530		—		35,530
Total minimum lease payments	58,498		410		58,908
Less amounts representing interest	(37,356)		(127)		(37,483)
Present value of minimum lease payments	$	21,142	$	283	$	21,425

Schedule of Future Minimum Finance Lease Payments

Future minimum lease payments as of December 31, 2025 were as follows:


	Operating leases		Finance leases		Total
2026	$	3,784	$	140	$	3,924
2027	3,878		115		3,993
2028	4,983		73		5,056
2029	5,095		54		5,149
2030	5,228		28		5,256
Thereafter	35,530		—		35,530
Total minimum lease payments	58,498		410		58,908
Less amounts representing interest	(37,356)		(127)		(37,483)
Present value of minimum lease payments	$	21,142	$	283	$	21,425

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of Net Income (Losses) Before Income Taxes

Loss before income taxes for the years ended December 31, 2025 and 2024 were as follows:


	For the years ended December 31,
	2025		2024
U.S.	$	(969,714)	$	(685,809)
Non-U.S.	91		(40)
Total loss before income tax	$	(969,623)	$	(685,849)

Schedule of Components of Income Tax Expense (Benefit)

Income tax expense (benefit) was as follows:


	For the years ended December 31,
	2025		2024
Current expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	24		21
Total current income tax provision	$	24	$	21
Deferred expense (benefit):
U.S. federal	$	—	$	—
U.S. state and local	—		—
Non-U.S.	—		—
Total deferred income tax provision	—		—
Total income tax provision	$	24	$	21

Schedule of Reconciliation from Statutory U.S. Federal Income Tax Rate to Effective Tax Rate

The reconciliation from the statutory U.S. federal income tax rate to the effective tax rate is as follows:


	For the years ended December 31,
	2025				2024
	Amount		Percentage		Amount		Percentage
Loss before income taxes	$	(969,623)			$	(685,849)

Statutory U.S. federal income tax	(203,621)		21.0	%	(144,029)		21.0	%

Foreign tax effects	5		—	%	29		—	%



Changes in valuation allowances	74,433		(7.7)	%	22,182		(3.2)	%
Non-taxable or non-deductible items


Fair value adjustments – derivatives	75,630		(7.8)	%	(1,984)		0.3	%
Fair value adjustments – warrants	58,771		(6.1)	%	112,703		(16.4)	%
Derecognition of loan commitment asset	4,564		(0.5)	%	11,416		(1.7)	%
Stock compensation	(13,693)		1.4	%	2,190		(0.3)	%


Other	(1,018)		0.1	%	(1,889)		0.3	%

Other adjustments	4,953		(0.5)	%	(597)		—	%
Effective tax rate	24		—	%	21		—	%

Schedule of Components of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities at December 31, 2025 and 2024 were as follows:


	December 31,
	2025		2024
Deferred tax assets:
Net operating loss carryforwards	$	292,046	$	178,561
Capital loss carryforwards	228		235

Goodwill	5,160		6,109
Capitalized research & experimental costs	7,009		9,737
Stock-based compensation	2,224		4,841
Accruals and reserves	5,433		3,455
Organizational costs	92		111
Lease liability	5,195		936
Fixed assets	—		1,419
Inventory	1,131		1,709
Transaction costs	3,772		7,386
Debt instruments	11,466		8,508

Other	62		10
Deferred tax assets, gross	333,818		223,017
Valuation allowance	(327,138)		(222,122)
Total deferred tax assets, net	$	6,680	$	895
Deferred tax liabilities:

Right of use asset	(5,018)		(853)

Intangibles	(232)		(42)
Fixed assets	(1,430)		—


Deferred tax liabilities	(6,680)		(895)
Total deferred tax asset (liability)	$	—	$	—

Schedule of Unrecognized Tax Benefits Associated with Uncertain Tax Positions

The Company has unrecognized tax benefits associated with uncertain tax positions as of December 31, 2025 and 2024 as follows:


	For the years ended December 31,
	2025		2024
Gross unrecognized tax benefits as of January 1	$	1,571	$	680
Additions:
Current year tax positions	644		890
Prior year tax positions	1,090		—
Less:
Current year tax positions	—		—
Prior year tax positions	(890)		—
Rate change	(39)		1
Settlements	—		—
Lapse of statute of limitations	—		—
Gross unrecognized tax benefits as of December 31	$	2,376	$	1,571

Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Principal Outstanding
Total borrowings	$ 939,476	$ 395,535
Less: current portion	372	2,014
Total borrowings, non-current	939,104	393,521
Carrying Value
Total borrowings	813,266	316,896
Less: current portion	372	2,014
Total borrowings, non-current	812,894	314,882
Notes payable - related party
Principal Outstanding
Total borrowings	194,419	324,763
Carrying Value
Total borrowings	150,427	249,059
2021 Convertible Notes Payable \| Convertible Notes
Principal Outstanding
Total borrowings	0	122,868
Carrying Value
Total borrowings	0	109,838
AFG Convertible Note \| Convertible Notes
Principal Outstanding
Total borrowings	0	22,353
Carrying Value
Total borrowings	0	63,033
Delayed Draw Term Loan (DDTL) \| Secured Debt
Principal Outstanding
Total borrowings	194,419	179,542
Carrying Value
Total borrowings	150,427	76,188
Equipment Financing Facility
Carrying Value
Total borrowings	372	2,385
Equipment Financing Facility \| Line of Credit
Principal Outstanding
Total borrowings	372	2,386
Carrying Value
Total borrowings	372	2,385
May 2025 Convertible Notes
Carrying Value
Total borrowings	0	0
May 2025 Convertible Notes \| Secured Debt
Principal Outstanding
Total borrowings	50,000	0
Carrying Value
Total borrowings	48,044	0
November 2025 Convertible Notes \| Secured Debt
Principal Outstanding
Total borrowings	600,000	0
Carrying Value
Total borrowings	530,096	0
DOE Loan Facility
Carrying Value
Total borrowings	84,327	65,452
DOE Loan Facility \| Line of Credit
Principal Outstanding
Total borrowings	94,685	68,386
Carrying Value
Total borrowings	$ 84,327	$ 65,452

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 24,876	$ 18,780
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	0	264
Performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	6,690	8,332
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 18,186	$ 10,184

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities
Net loss	$ (969,647)	$ (685,870)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation	24,876	18,780
Depreciation and amortization	14,183	7,899
Loss from write-down of property, plant and equipment	1,781	9,133
Amortization of right-of-use assets	1,888	1,233
(Gain) loss on debt extinguishment	52,652	(68,478)
Induced conversion expense	63,471	0
Change in fair value of debt - related party	(18,053)	(33,823)
Change in fair value of warrants	279,861	171,226
Other	(96)	12,984
Changes in operating assets and liabilities:
Prepaid expenses	(1,763)	144
Inventory	(22,423)	(20,498)
Accounts receivable	(3,957)	349
Vendor deposits	(2,919)	350
Contract assets	(1,676)	(5,737)
Grant receivable	(8,745)	973
Accounts payable	62,139	(4,565)
Accrued expenses	3,266	(14,687)
Operating lease liabilities	(1,764)	(1,448)
Contract liabilities	(8,868)	19,739
Other receivables	0	7,500
Other	(1,184)	640
Net cash used in operating activities	(211,190)	(153,936)
Cash flows from investing activities
Investment in internally developed software	(913)	(34)
Purchases of property, plant and equipment	(53,778)	(33,152)
Net cash used in investing activities	(54,691)	(33,186)
Cash flows from financing activities
Proceeds received from Credit and Securities Purchase Transaction, net - related party	38,475	160,325
Proceeds received from DOE Loan, net of fees paid to lender	22,666	66,614
Payoff of Senior Secured Term Loan	0	(19,946)
Payoff of Notes Payable - related party	(180,940)	0
Repurchase of May 2025 Convertible Notes	(558,236)	0
Return of debt repurchase premium	5,000	0
Principal payments on finance lease obligations	(57)	(99)
Repayment of equipment financing facility	(1,613)	(3,326)
Proceeds from issuance of common stock	539,310	14,089
Proceeds from exercise of stock options	2,522	56
Proceeds from exercise of warrants	108,618	7,492
Repurchase of shares from employees for income tax withholding purposes	(488)	(1,228)
Net cash provided by financing activities	787,088	205,834
Effect of foreign exchange on cash, cash equivalents and restricted cash	(3)	(17)
Net increase in cash, cash equivalents and restricted cash	521,204	18,695
Cash, cash equivalents and restricted cash, beginning of year	103,362	84,667
Cash, cash equivalents and restricted cash, end of year	624,566	103,362
Non-cash investing and financing activities:
Right-of-use operating lease assets in exchange for lease liabilities	19,399	109
Fixed assets acquired with finance lease	252	0
Accrued and unpaid debt issuance costs	519	3,278
Accrued and unpaid capital expenditures	22,327	1,298
Remeasurement of preferred stock - related party	770,661	278,330
Issuance of convertible notes for interest paid-in-kind - related parties	2,962	11,977
Issuance of common stock upon settlement of AFG Convertible Notes	148,121	0
Paid-in kind interest added to principal	3,632	0
Down round deemed dividend	4,456	0
Issuance of DOE Warrants	7,294	0
Supplemental disclosures
Cash paid for interest	8,403	4,395
May 2025 Convertible Note
Cash flows from financing activities
Proceeds received from May 2025 Convertible Notes, net	240,000	0
November 2025 Convertible Notes
Cash flows from financing activities
Proceeds received from May 2025 Convertible Notes, net	580,500	0
Nonrelated Party
Adjustment to reconcile net loss to net cash used in operating activities
Non-cash interest expense	9,054	5,333
Change in fair value of derivatives	(76,467)	0
Cash flows from financing activities
Payment of debt and equity issuance costs	(6,591)	(5,905)
Related Party
Adjustment to reconcile net loss to net cash used in operating activities
Non-cash interest expense	9,926	19,499
Change in fair value of derivatives	383,275	405,388
Changes in operating assets and liabilities:
Accounts payable	(4,965)
Cash flows from financing activities
Payment of debt extinguishment costs - related party	(1,680)	0
Payment of debt and equity issuance costs	$ (398)	$ (12,238)

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Current expense (benefit):
U.S. federal	$ 0	$ 0
U.S. state and local	0	0
Non-U.S.	24	21
Total current income tax provision	24	21
Deferred expense (benefit):
U.S. federal	0	0
U.S. state and local	0	0
Non-U.S.	0	0
Total deferred income tax provision	0	0
Total income tax provision	$ 24	$ 21

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Our directors and officers (as defined in Section 16 of the Exchange Act (“Section 16”)) may from time to time enter into plans for the purchase or sale of Eos stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. On December 11, 2025 Michelle Buczkowski, Chief Administration Officer, adopted a new Rule 10b5-1 trading plan. This plan will terminate on December 9, 2026 and provides for the sale of a predetermined percentage the Section 16 officer’s restricted stock unit award vesting, sufficient to cover the tax liability for the Section 16 officer.
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Michelle Buczkowski [Member]
Trading Arrangements, by Individual
Name	Michelle Buczkowski
Title	Chief Administration Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	December 11, 2025
Expiration Date	December 9, 2026
Arrangement Duration	363 days

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Inventory Disclosure [Abstract]
Raw materials	$ 44,501	$ 25,126
Work-in-process	13,701	6,665
Finished goods	824	1,035
Total Inventory	$ 59,026	$ 32,826

Income Taxes - Schedule of Reconciliation from Statutory to Effective Tax Rate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (969,623)	$ (685,849)
Amount
Statutory U.S. federal income tax	(203,621)	(144,029)
Foreign tax effects	5	29
Changes in valuation allowances	74,433	22,182
Fair value adjustments – derivatives	75,630	(1,984)
Fair value adjustments – warrants	58,771	112,703
Derecognition of loan commitment asset	4,564	11,416
Stock compensation	(13,693)	2,190
Other	(1,018)	(1,889)
Other adjustments	4,953	(597)
Total income tax provision	$ 24	$ 21
Percent
Statutory U.S. federal income tax	21.00%	21.00%
Foreign tax effects	0.00%	0.00%
Changes in valuation allowances	(7.70%)	(3.20%)
Fair value adjustments – derivatives	(7.80%)	0.30%
Fair value adjustments – warrants	(6.10%)	(16.40%)
Derecognition of loan commitment asset	(0.50%)	(1.70%)
Stock compensation	1.40%	(0.30%)
Other	0.10%	0.30%
Other adjustments	(0.50%)	0.00%
Effective tax rate	0.00%	0.00%

Revenue Recognition - Remaining Performance Obligations (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 45,781
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage expected to be recognized	83.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months

Borrowings

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Borrowings

The Company’s borrowings consist of the following related and third-party borrowings:


		December 31, 2025				December 31, 2024
	Maturity Date	Principal Outstanding		Carrying Value*		Principal Outstanding		Carrying Value*
2021 Convertible Notes Payable	June 2026	$	—	$	—	$	122,868	$	109,838
AFG Convertible Note	September 2034	—		—		22,353		63,033
Delayed Draw Term Loan(1)	June 2034	194,419		150,427		179,542		76,188
Notes payable - related party		194,419		150,427		324,763		249,059
Equipment Financing Facility	April 2026	372		372		2,386		2,385
May 2025 Convertible Notes	June 2030	50,000		48,044		—		—
November 2025 Convertible Notes	December 2031	600,000		530,096		—		—
DOE Loan Facility(1)	June 2034	94,685		84,327		68,386		65,452
Total borrowings		939,476		813,266		395,535		316,896
Less: current portion		372		372		2,014		2,014
Total borrowings, non-current		$	939,104	$	812,894	$	393,521	$	314,882

(1) The DDTL and DOE Loan Facility contain Springing Maturity dates that could make the debt due March 14, 2030.

As of December 31, 2025, the annual repayment requirements for debt obligations are as follows:


Year	Total Debt Payment Obligations (1)
2026	$	372
2027	—
2028	28,006
2029	30,555
2030	80,713
Thereafter	963,006
Total	$	1,102,652

2021 Convertible Notes Payable - Related Party

On July 6, 2021, the Company entered into an investment agreement with Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries. The investment agreement provides for the issuance and sale to Koch of convertible notes in the aggregate principal amount of $100,000. The maturity date of the 2021 Convertible Notes was June 30, 2026, subject to earlier conversion, redemption or repurchase.

Contractual Interest Rates - The 2021 Convertible Notes bear interest at a rate of 5% per year if interest is paid in cash, or 6% per year if interest is paid in-kind. Interest on the 2021 Convertible Notes is payable semi-annually in arrears on June 30 and December 30.

Conversion Rights - The 2021 Convertible Notes were convertible at the option of the holder at any time until the business day prior to the maturity date, including in connection with a redemption by the Company. The 2021 Convertible Notes would have been convertible into shares of the Company's common stock based on an initial conversion rate of 49.9910 shares of the Company’s common stock, which is equal to an initial conversion price of approximately $20.00 per share, in each case subject to customary anti-dilution and other adjustments. The Company had the right to settle conversions in shares of common stock, cash or any combination thereof.

Optional Redemption - On or after June 30, 2024, the 2021 Convertible Notes were redeemable by the Company in the event that the closing sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice at a redemption price of 100% of the principal amount of such 2021 Convertible Notes, plus accrued and unpaid interest.

If, following the Company’s delivery of a redemption notice, the 2021 Convertible Notes were converted pursuant to the holders’ conversion rights, the Company would have been required to make an additional cash payment to the converting holder equal to the present value of all interest payments the holder would have been entitled to receive had such 2021 Convertible Notes remained outstanding until June 30, 2026 (the “interest make-whole payment”). The present value is calculated using a discount rate equal to the risk-free rate plus 50 basis points and assuming interest accrued at the cash interest rate of 5% per year.

Contingent Redemption - With certain exceptions, upon the occurrence of certain events, fundamental changes described in the 2021 Convertible Notes Agreement, the holders of the 2021 Convertible Notes may have required that the Company repurchase all or part of the principal amount of the Notes at a purchase price of 100% of the principal amount of such 2021 Convertible Notes, plus accrued and unpaid interest.

Embedded Derivatives - The interest make-whole payment could be triggered only in connection with an induced conversion, and therefore represents an adjustment to the settlement amount of the embedded conversion feature. Because this adjustment is calculated in a manner in which the cash payout may exceed the time value of the embedded conversion feature, the embedded conversion feature is precluded from being considered indexed to the

Company’s own stock. Therefore, the embedded conversion feature did not qualify for the scope exceptions to derivative accounting prescribed by ASC 815.

Interest expense recognized on the 2021 Convertible Notes is as follows:


	For the Years Ended December 31,
	2025		2024
Contractual interest expense	$	3,072	$	7,053
Amortization of debt discount	3,230		6,608
Amortization of debt issuance costs	311		638
Total	$	6,613	$	14,299

The carrying value for the 2021 Convertible Notes is as follows:


	December 31,
	2025		2024
Principal	$	—	$	122,868
Unamortized debt discount	—		(13,045)
Unamortized debt issuance costs	—		(1,257)
Embedded derivative liability	—		1,272
Aggregate carrying value	$	—	$	109,838

Termination of the 2021 Convertible Notes

On June 3, 2025, the Company repurchased the full $122,868 aggregate principal amount, in addition to $3,072 of interest payable outstanding for $131,000 inclusive of a repurchase premium in a privately negotiated transaction. The holders of the 2021 Convertible Notes was contingently required to reimburse the Company for up to $5,000 of the repurchase premium based on the holders' overall return on its investment in the Company. On June 13, 2025 the Company received the $5,000 repurchase premium. Neither the holders of the 2021 Convertible Notes, nor the Company have any outstanding contractual obligations. Absent termination, the 2021 Convertible Notes would have matured on June 30, 2026.

The Company accounted for the termination of the 2021 Convertible Notes in accordance with ASC 470-50, Debt- Modifications and Extinguishments. As a result, the Company recognized a loss on debt extinguishment for the 2021 Convertible Notes of $10,688 in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025.

AFG Convertible Notes - Related Party

On January 18, 2023, the Company entered into the Investment Agreement with the Purchasers relating to the issuance and sale to the Purchasers of $13,750 in aggregate principal amount of the Company’s AFG Convertible Notes.

Contractual Interest Rates - The AFG Convertible Notes bear interest at a rate of 26.5% per annum as amended, to be reduced to 7.0%, commencing on June 30, 2026 (the “Original Maturity Date”), which was entirely paid-in-kind. All interest payments were made through an increase in the principal amount of the outstanding AFG Convertible Notes or through the issuance of additional notes (such interest is referred to herein as “PIK Interest”). Interest on the AFG Convertible Notes is payable semi-annually in arrears on June 30 and December 30, commencing on June 30, 2023.

Conversion Rights - The AFG Convertible Notes were convertible at the option of the holder (the “Conversion Option”) at any time until the business day prior to the maturity date, including in connection with a redemption by the Company. The AFG Convertible Notes are convertible into shares of the Company’s common stock, par value $0.0001 per share, based on an initial conversion price of approximately $1.67 per share subject to customary anti-dilution and other adjustments. The Company had the right to settle conversions in shares of common stock, cash or any combination thereof.

Optional Redemption - On or after June 30, 2024, provided that the Company has obtained stockholder approval, the AFG Convertible Notes were redeemable by the Company in the event that the closing sale price of the Company’s common stock had been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provided the redemption notice. The redemption price was equal to the then current principal amount of the AFG Convertible Notes (inclusive of all PIK Interest), plus the aggregate amount of all interest payments on the AFG Convertible Notes that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to the Original Maturity Date. At the Special Meeting of Stockholders of the Company, held on October 16, 2025, the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rule 5635, the Company’s issuance of shares of the Company’s common stock to the Affiliated Purchaser upon redemption or conversion of the AFG Convertible Notes pursuant to the AFG Indenture as supplemented by the First Supplemental Indenture. Refer to Conversion of AFG Convertible Notes below for further information.

Contingent Redemption - With certain exceptions, upon the occurrence of certain events and fundamental changes described in the Investment Agreement, the holders of the AFG Convertible Notes may have required that the Company repurchase all or part of the principal amount of the AFG Convertible Notes at a purchase price of 100% of the principal amount of the AFG Convertible Notes, plus accrued and unpaid interest.

Embedded Derivative - The Conversion Option included an exercise contingency, which required the Company to obtain shareholder approval for conversions subject to the Exchange Cap. If shareholder approval had not been obtained, following commercially reasonable efforts, the Company would have been required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may have been required in absence of shareholder approval, the embedded conversion feature fails the equity classification guidance in ASC 815 and is thus precluded from being classified in equity. Therefore, the embedded conversion feature was required to be bifurcated from the AFG Convertible Notes and accounted for at fair value at each reporting date, with changes in fair value recognized on the Consolidated Statements of Operations and Comprehensive Loss.

On July 29, 2025, the Company entered into a first supplemental indenture dated as of July 28, 2025 to the indenture dated May 25, 2023 (the “AFG Indenture”) with Wilmington Trust, National Association, as trustee, relating to the AFG Convertible Notes (the “First Supplemental Indenture”) to (1) extend the maturity date of the AFG Convertible Notes to September 30, 2034; (2) reduce the interest rate of the AFG Convertible Notes to 7.0%, commencing on June 30, 2026; (3) amend the optional redemption provision therein to allow for optional redemption pro rata excluding the Affiliated Purchaser; and (4) amend the meaning of redemption price therein to include the optional redemption price payable to the holders that will vary depending on the timing of the redemption relative to the Original Maturity Date of the AFG Convertible Notes. If redeemed on or before the Original Maturity Date, holders receive the capitalized principal plus all interest they would have earned through the Original Maturity Date, including interest on capitalized interest. If redeemed after the Original Maturity Date, holders receive the capitalized principal plus accrued interest up to, but not-including, the redemption date. As a result of this amendment, the conversion option embedded in the AFG Convertible Notes held by the Non‑Affiliated Purchasers qualified for equity classification, as conversions by these holders no longer required stockholder approval and no circumstances remained that could require cash settlement outside the Company’s control. The conversion option met both the indexation and settlement criteria under ASC 815, and the Company had sufficient authorized and unissued shares to settle the conversion feature. Accordingly, the conversion option associated with the amended AFG Notes held by the Non‑Affiliated Purchasers satisfied the derivative scope exception and fair value of the embedded derivative associated with the conversion option of $79,587 was reclassified to Additional paid‑in capital.

In connection with the First Supplemental Indenture, the Company was required to hold a special meeting of stockholders to satisfy the stockholder approval requirement applicable to conversions or redemptions of the AFG Notes held by the Affiliated Purchaser. On October 16, 2025, the Company obtained the required stockholder approval, eliminating the prior cash‑settlement contingency and providing the Company with the unilateral ability to settle the conversion feature entirely in shares. As a result, the embedded conversion option no longer met the criteria for bifurcation and qualified for the ASC 815 scope exception, and the Company had sufficient authorized and unissued shares to settle the conversion feature. Accordingly, the conversion option satisfied the derivative scope exception and $41,726 was reclassified to Additional paid‑in capital.

Under ASC 470-50, Debt- Modifications and Extinguishments, the First Supplemental Indenture was accounted for as a substantial modification pertaining to the Non-Affiliated Purchasers. As a result, the Company recognized a loss on debt extinguishment for the Non-Affiliated AFG Convertible Notes of $3,589 in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025. Additionally, the subsequent approval by stockholders was accounted for as a non-substantial modification under ASC 470-50 pertaining to the notes held by Affiliated Purchaser. As a result, no loss on debt extinguishment for the affiliated AFG Convertible Notes was recognized in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025.

Conversion of AFG Convertible Notes

On August 1, 2025, the Company issued a Notice of Redemption of Non-Affiliated Purchasers for all outstanding AFG Convertible Notes, pursuant to which the Company intended to fully redeem the AFG Convertible Notes (other than those held by the Affiliated Purchaser) on August 18, 2025 for a redemption price equal to the then current capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) plus the aggregate amount of all accrued and unpaid or uncapitalized interest payments on the capitalized principal amount of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) that the holders of the AFG Convertible Notes to be redeemed would have been entitled to receive had the AFG Convertible Notes remained outstanding to June 30, 2026. In accordance with the terms of the AFG Indenture and the Notice of Redemption of Non-Affiliated Purchasers, each of the holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser) opted to exercise its conversion right to convert all of such holder’s outstanding AFG Convertible Notes into shares of Common Stock at a conversion rate equal to 598.8024 shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. During the third quarter of 2025, the Company issued 16,578,810 shares of Common Stock in the aggregate to such holders of the AFG Convertible Notes (other than those held by the Affiliated Purchaser).

At the Special Meeting of Stockholders of the Company, held on October 16, 2025, the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rules, including, but not limited to, Rule 5635, the Company’s issuance of shares of the Company’s common stock to the Affiliated Purchaser upon redemption or conversion of the AFG Convertible Notes pursuant to the AFG Indenture as supplemented by the First Supplemental Indenture. After obtaining the stockholder approval the Company issued a notice of redemption to the Affiliated Purchaser on October 24, 2025 for all outstanding AFG Convertible Notes held by the Affiliated Purchaser, pursuant to which the Company intended to fully redeem the remaining AFG Convertible Notes on November 10, 2025 for a redemption price equal to the then current capitalized principal amount of the AFG Convertible Notes plus the aggregate amount of all accrued and unpaid or un-capitalized interest payments on the capitalized principal amount of the AFG Convertible Notes that the Affiliated Purchaser would have been entitled to receive had the AFG Convertible Notes remained outstanding at the Original Maturity Date. In accordance with the terms of the AFG Indenture and the notice of redemption, on October 28, 2025, the Affiliated Purchaser opted to exercise its conversion right to convert all of its outstanding AFG Convertible Notes into shares of Common Stock at a conversion rate equal to 598.8024 shares of Common Stock per $1,000 capitalized principal amount of AFG Convertible Notes. During the fourth quarter of 2025, the Company issued 2,863,291 shares of Common Stock to the Affiliated Purchaser.

Interest expense recognized on the AFG Convertible Notes are as follows:


	For the Years Ended December 31,
	2025		2024
Contractual interest expense	$	3,300	$	4,924
Amortization of debt discount	108		928
Amortization of debt issuance costs	(95)		262
Total	$	3,313	$	6,114

The balance for the AFG Convertible Notes are as follows:


	December 31,
	2025		2024
Principal	$	—	$	22,353
Unamortized debt discount	—		(1,906)
Unamortized debt issuance costs	—		(538)
Embedded conversion feature	—		43,124
Aggregate carrying value	$	—	$	63,033

The loss from the change in fair value of the embedded derivative for the year ended December 31, 2025 was $78,189, the gain from the change in fair value of the embedded derivative liability for the year ended December 31, 2024 was $38,779. See Note 16, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of December 31, 2024 and as of the date of issuance. The Company was obligated to repay all contractual interest attributable to the AFG Convertible Notes in-kind on a semi-annual basis, in accordance with the terms of the Investment Agreement. During the year ended December 31, 2025, contractual interest in-kind of $2,962 was recorded as an increase to the AFG Convertible Notes' principal balance on the Consolidated Balance Sheets. During the year ended December 31, 2024, contractual interest in-kind of $4,924 was recorded as an increase to the AFG Convertible Notes' principal balance on the Consolidated Balance Sheets.

Delayed Draw Term Loan

As discussed in Note 3, Credit Agreement and Securities Purchase Transaction, on June 21, 2024, the Company borrowed an Initial Draw of $75,000, and received $70,075, net of the 5.0% original issue discount and lender fees paid. On August 29, 2024, the Company met the first tranche milestones and submitted a borrowing request under the Credit Agreement for the scheduled $30,000, and received $28,500, net of the 5.0% original issue discount. On October 31, 2024, the Company met the second tranche milestones and submitted a borrowing request under the Credit Agreement for the scheduled $65,000, and received $61,750, net of the 5.0% original issue discount. On January 24, 2025, the Company met the third tranche milestones previously agreed upon between Eos and Cerberus. Achieving these performance milestones enabled the Company to draw an additional $40,500 and received $38,475, net of the 5.0% original issue discount on January 24, 2025, completing the scheduled fundings under the Delayed Draw Term Loan. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

Each tranche under the Delayed Draw Term Loan is subject to a 5.0% original issue discount payable at the time of each draw. Borrowings under the Credit Agreement are subject to certain fees, including (i) an exit fee equal to 5.0% of the aggregate principal amount of Loans, or Revolving Loans being paid, repaid, prepaid, refinanced or replaced in a prepayment event, (ii) a make-whole payment for certain prepayments prior to March 31, 2028, as amended on November 26, 2024 and (iii) a prepayment premium for any prepayments prior to the scheduled maturity date. The Credit and Guaranty Agreement includes a Minimum Liquidity requirement under which the Company shall not permit liquidity at any time be less than $15,000 following the Company's first indebtedness incurred through the DOE LPO in December 2024.

Milestones

In the event the Company failed to achieve any of the remaining milestones under the Credit and Securities Purchase Transaction on the one additional milestone measurement date, the Company would not have received the specific tranche unless waived by the Lender, the Company would have been subject to a penalty represented by an up to 4.0% increase in the applicable percentage in the form of additional Warrants or Preferred Stock at the final missed milestone measurement date, which could have resulted in the issuance of additional shares of Preferred Stock or Warrants up to an applicable percentage increase of up to 16.0% for all missed milestones, or up to a 49.0% overall applicable percentage taking into account the 33.0% applicable percentage. As of December 31, 2025, the Company had met all applicable milestones resulting in no additional preferred stock or warrants being issued.

Covenants

On May 28, 2025, the Company entered into the Second Credit Agreement Amendment, by and among the Company, certain of the Company’s subsidiaries as guarantors party thereto and the Lender, pursuant to which among other things, the applicability of the Minimum Consolidated Revenue and Minimum Consolidated Earnings before interest, tax, depreciation and amortization ("EBITDA") financial covenants were deferred until March 31, 2027 and certain provisions were amended to conform with comparable provisions in the DOE Loan Facility.

The Credit Agreement, as amended, contains the following financial covenants, including (each as defined in the Credit Agreement, as amended):

•Minimum Consolidated EBITDA- not applicable for December 31, 2025.

•Minimum Consolidated Revenue- not applicable for December 31, 2025.

•Minimum Liquidity

As of December 31, 2025 and December 31, 2024, the Company was in compliance with the Minimum Liquidity financial covenant.

The facilities are subject to certain events of default which can be triggered by, among other things, (i) breach of payment obligations and other obligations and representations in the Credit Agreement or related documents, (ii) default under other debt facilities with a principal above a predetermined amount, (iii) failure to perform or comply with certain covenants in the Credit Agreement, (iv) entry into a decree or order for relief in respect of the Company or any of its subsidiaries in an involuntary case under the Bankruptcy Code of the United States or under any other

debtor relief law, (v) any money judgment, writ or warrant of attachment or similar process involving in the aggregate at any time an amount in excess of $2,500, (vi) any order, judgment or decree entered against the Company or the Guarantors decreeing the dissolution or split up of such entity, (vii) the failure of the common stock to be listed on an internationally recognized stock exchange in the United States and (viii) a change of control.

The Company elected the fair value option to account for all draws under the Delayed Draw Term Loan for operational purposes. The financial liability was initially measured at its issue-date fair value and is subsequently remeasured at fair value on a recurring basis at each reporting period date. The Company also elected the fair value option for the August 2024 Draw, the October 2024 Draw and the January 2025 Draw. The Initial Draw fair value, the August 2024 Draw fair value, October 2024 Draw fair value as well as the January 2025 Draw (collectively the "DDTL"), was $25,653, $12,528, $28,340 and $17,312 respectively, at issuance.


	For the Years Ended December 31,
	2025	2024

Gain on change in fair value(a)	18,053	33,823
Loss attributable to changes in instrument-specific credit risk(b)	87,317	43,490

(a) This is included in Change in fair value of debt - related party on the Consolidated Statements of Operations and Comprehensive Loss.

(b)This is included in Change in fair value of debt - credit risk - related party in Accumulated other comprehensive (loss) income.

The Company did not separately report interest expense attributable to the DDTL because such interest was included in the determination of the fair value of the Note. See Note 16, Fair Value Measurement for the assumptions used to determine the fair value the Delayed Draw Term Loan as of issuance, December 31, 2025 and December 31, 2024.

Contractual Interest Rates - Borrowings under the Credit Agreement bear interest at an annual rate equal to 7.0% per annum (as amended), subject to the following increases: (i) an additional 5.0% per annum upon the occurrence of an event of default under the Credit Agreement. The Company may elect to add accrued and unpaid interest on the loans to the principal amount of the loans (capitalized interest).

Maturity - The DDTL is scheduled to mature on the earlier of (i) June 15, 2034, as amended on November 26, 2024, and (ii) the date that all the loans shall become due and payable in full, whether by acceleration or otherwise; provided that, if on any Springing Maturity Date any Convertible Notes remain outstanding, the Maturity Date shall instead be the Springing Maturity. The Springing Maturity Date is defined as the 91st day prior to the date on which any convertible note may be redeemed, repurchased, converted or exchanged in satisfaction of the obligations (“Convertible Note Maturity”). As of December 31, 2025, May 2025 Convertible Notes and November 2025 Convertible Notes, remain outstanding and are scheduled to mature on June 15, 2030 and December 1, 2031, respectively.

Prepayments - On May 28, 2025, the Company made a prepayment of $47,619 on the Delayed Draw Term Loan, net of an end of term fee of $2,381, as in accordance with the terms the Delayed Draw Term Loan, as amended May 28, 2025.

Modification of the DDTL - In accordance with applicable accounting standards, the prepayment and Cerberus Amendments were evaluated under the debt modification and extinguishment guidance in ASC 470-50, Debt - Modification and Extinguishments. The Cerberus Amendments did not qualify for the extinguishment accounting under ASC 470-50 as a whole, and were accounted for as a modification. The total prepayment of $50,000 as required by Second Credit Agreement Amendment was accounted for as a partial extinguishment. The loss on partial extinguishment was $38,375 after reclassification of accumulated other comprehensive income through earnings for $16,245. Refer to Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

Equipment Financing facility

The Company entered into an agreement on September 30, 2021 with Trinity Capital Inc. ("Trinity") for a $25,000 equipment financing facility (the "Equipment Financing Facility"), the proceeds of which will be used to acquire certain manufacturing equipment, subject to Trinity's approval. Each draw is executed under a separate payment schedule (a “Schedule”) that constitutes a separate financial instrument. The financing fees included in each Schedule are established through monthly payment factors determined by Trinity. Such monthly payment factors are based on the Prime Rate reported in The Wall Street Journal in effect on the first day of the month in which a Schedule is executed.

Contractual Interest Rates - Borrowings under the Equipment Financing Facility were subject to a coupon interest rate of 14.3% for the draw made in September of 2021, and are subject to a coupon interest rate of 16.2% for the draw made in September of 2022.

Maturity - There were no outstanding borrowings as of December 31, 2025 relating to the draw made in September of 2021. The Draw made in September of 2022 is payable in monthly installments ending in April of 2026.


Date of Draw	Gross Amount of Initial Draw		Coupon Interest Rate	Debt Issuance Costs
September 2021	$	7,000	14.3%	$	175
September 2022	4,216		16.2%	96
Total Equipment Financing loans	$	11,216		$	271

As of December 31, 2025 and December 31, 2024, total equipment financing debt outstanding was $372 and $2,385, respectively of which $372 and $2,014 are recorded as a current liability on the Consolidated Balance Sheets, respectively. For the years ended December 31, 2025 and 2024, the Company recognized $199 and $650 as interest expense attributable to the equipment financing agreement, respectively.

May 2025 Convertible Notes

On June 3, 2025, the Company issued $225,000 principal amounts of its Convertible Notes due 2030. The Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the May 2025 Convertible Notes were first issued, up to an additional $25,000 principal amounts which were exercised in full.

Contractual Interest Rates - The May 2025 Convertible Notes will accrue interest at a rate of 6.75% per annum, payable semi-annually in arrears on June 15 and December 15, beginning on December 15, 2025.

Maturity- The May 2025 Convertible Notes will mature on June 15, 2030, absent conditions described below.

Conversion Rights - The May 2025 Convertible Notes can be converted into shares of our common stock under certain conditions before March 15, 2030:

•Stock Price Trigger: If, during any calendar quarter starting after September 30, 2025, our stock price closes above 130% of the conversion price for at least 20 out of the last 30 trading days of that quarter.

•Trading Price Condition: If, during a 10-day period, the trading price of the notes falls below 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day, then conversion is allowed during the five business days that follow.

•Corporate Events: Upon the occurrence of certain corporate events or distributions on our common stock, as described in this offering memorandum.

•Redemption: If the Company calls such notes for redemption on or after June 20, 2028, then the holders may choose to convert them at that time.

Beginning March 15, 2030, the notes can be converted at any time until two trading days prior to maturity.

The initial conversion price is approximately $5.10 per share, and the Company may choose to settle conversions in stock, cash or a mix of both. The conversion price is subject to customary adjustments upon the occurrence of certain events. If a make-whole fundamental change (as defined in the May 2025 Convertible Notes Indenture) occurs, the conversion rate may temporarily increase to provide additional value.

Redemption - The May 2025 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 20, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per shares of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the thirty consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding notes unless at least $75,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price is equivalent to the principal amount of the May 2025 Convertible Notes called for redemption, plus accrued and unpaid interest. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

Embedded Derivatives - The May 2025 Convertible Notes include certain embedded features, such as provisions for fundamental change, additional interest, special interest and indemnification. In accordance with ASC 815, the Company assessed these embedded features to determine whether bifurcation and separate accounting as derivatives was required. Although these features are not clearly and closely related to the host debt contract and meet the definition of a derivative under ASC 815, the Company determined that the combined fair value of these embedded derivatives is de minimis. Accordingly, these features have not been bifurcated from the host contract and are not accounted for separately. The Company will continue to evaluate these features for any changes in facts or circumstances that may warrant reconsideration of this assessment.

Additionally, the conversion feature embedded in the May 2025 Convertible Notes qualifies for the scope exception under ASC 815-40 and, therefore, is not required to be bifurcated and accounted for separately.

Interest expense recognized on the May 2025 Convertible Notes is as follows:


	For the Year Ended December 31, 2025
Contractual interest expense	$	8,353
Amortization of debt discount	853
Amortization of debt issuance costs	75
Total	$	9,281

The carrying value for the May 2025 Convertible Notes is as follows:


	December 31, 2025		June 13, 2025		June 11, 2025		June 03, 2025
Principal	$	50,000	$	250,000	$	237,500	$	225,000
Unamortized debt discount	(1,799)		(10,000)		(9,500)		(9,000)
Unamortized debt issuance costs	(157)		(874)		(874)		(874)
Aggregate carrying value	$	48,044	$	239,126	$	227,126	$	215,126

The Company is obligated to repay all contractual interest attributable to the May 2025 Convertible Notes on a semi-annual basis in cash. As of December 31, 2025, $141 of interest payable attributable for the May 2025 Convertible Notes was included in Accrued expenses in the Consolidated Balance Sheets.

In November 2025, the Company settled $200,000 aggregate principal amount of the $250,000 outstanding May 2025 Convertible Notes for $564,648. The settlement was accounted for as an induced conversion in accordance with ASC 470-20 Debt with Conversion and Other Options. The induced conversion resulted in the recognition of an inducement expense of $63,471, included in Induced conversion expense in the Consolidated Statements of Operations and Comprehensive Loss. In connection with the induced conversion, the Company recognized a non-option embedded derivative of the May 2025 Convertible Notes. The derivative resulted in the recognition of a gain of $23,132 at the time of induced conversion, included in Change in fair value of derivatives in the Consolidated Statements of Operations and Comprehensive Loss.

November 2025 Convertible Notes

On November 24, 2025, the Company issued $525,000 principal amounts of its Convertible Notes due 2031. The Company granted initial purchasers an option to purchase, for settlement within a period of thirteen days from the date the November 2025 Convertible Notes were first issued, up to an additional $75,000 principal amounts which were exercised in full on November 24, 2025.

Contractual Interest Rates - The November 2025 Convertible Notes will accrue interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026.

Maturity- The November 2025 Convertible Notes will mature on December 1, 2031, absent conditions described below.

Conversion Rights - The November 2025 Convertible Notes can be converted into shares of our common stock under certain conditions before September 3, 2031:

•Stock Price Trigger: If, during any calendar quarter starting after June 30, 2026, our stock price closes above 130% of the conversion price for at least 20 out of 30 trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice.

•Corporate Events: Upon the occurrence of certain corporate events or distributions on our common stock, as described in this offering memorandum.

•Redemption: If the Company calls such notes for redemption on or after December 5, 2028, then the holders may choose to convert them at that time.

Beginning September 3, 2031, the notes can be converted at any time until two trading days prior to maturity.

The initial conversion price is approximately $16.29 per share, and the Company may choose to settle conversions in stock, cash or a mix of both. The conversion price is subject to customary adjustments upon the occurrence of certain events. If a make-whole fundamental change (as defined in the November 2025 Convertible Notes Indenture) occurs, the conversion rate may temporarily increase to provide additional value.

Redemption - The November 2025 Convertible Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after December 5, 2028 and on or before the 41st scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per shares of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the thirty consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. However, the Company may not redeem less than all of the outstanding notes unless at least $75,000 aggregate principal amount of notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice. The redemption price is equivalent to the principal amount of the November 2025 Convertible Notes called for redemption, plus accrued and unpaid interest. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption. Prior to obtaining shareholder approval for the issuance of common stock upon conversion, the Company will be required to settle all conversions in cash.

Embedded Derivatives - The November 2025 Convertible Notes include certain embedded features, such as provisions for fundamental change, additional interest, special interest, conversion feature and indemnification. In accordance with ASC 815, the Company assessed these embedded features to determine whether bifurcation and separate accounting as derivatives was required. The Company concluded the embedded features meet the bifurcation criteria because the economic characteristics and the risks of the embedded features are not clearly and closely related to the debt host, the host is not remeasured at fair value and the embedded features would meet the definition of a derivative if freestanding. The Company also evaluated indexation and equity classification guidance with respect to the conversion feature. Although the conversion feature is considered indexed to the Company's own stock, it does not qualify for equity classification at issuance, as prior to the first date on which the Company reserves the maximum number of convertible shares, and before shareholder approval is obtained to authorize additional shares, all conversions are required to be cash-settled, and shareholder approval to increase authorized shares is not solely within the Company's control. As a result, the conversion feature did not qualify for the derivative scope exception in ASC 815 at issuance. At issuance, the Company recognized the embedded derivative at its fair value, with an offset to debt discount. The embedded derivative is remeasured at fair value each reporting period, and changes in fair value are recognized in Change in fair value of derivatives on the Company’s Consolidated Statements of Operations and Comprehensive Loss. The Company will continue to evaluate these features for any changes in facts or circumstances that may warrant reconsideration of this assessment.

Interest expense recognized on the November 2025 Convertible Notes is as follows:


	For the Year Ended December 31, 2025
Contractual interest expense	$	1,050
Amortization of debt discount	3,257
Amortization of debt issuance costs	4
Total	$	4,311

The carrying value for the November 2025 Convertible Notes is as follows:


	December 31, 2025		November 24, 2025
Principal	$	600,000	$	600,000
Unamortized debt discount	(298,297)		(301,554)
Unamortized debt issuance costs	(326)		(330)
Embedded conversion feature	$	228,719	$	282,054
Aggregate carrying value	$	530,096	$	580,170

The Company is obligated to repay all contractual interest attributable to the November 2025 Convertible Notes on a semi-annual basis in cash. As of December 31, 2025, $1,050 of interest payable attributable for the November 2025 Convertible Notes was included in Accrued expenses in the Consolidated Balance Sheets.

DOE Loan Facility

On November 26, 2024, the Company entered into a loan agreement with the United States Federal Financing Bank ("FFB") and the United States DOE Loan Programs Office (“LPO”) (“the DOE Loan Facility"). The loan provides for a principal amount of up to $277,497 of borrowings and capitalized interest amount of up to $25,953.

The DOE Loan Facility provides for a multi-draw term loan facility under a series of at least two and, if the Company elects, up to four tranches of the loan (each, a “Tranche”), subject to the achievement of certain funding conditions, with each Tranche corresponding to the production, maintenance and development, and operation of a given production line to be funded using the proceeds of such Tranche and the principal amount of each Tranche consisting of an a maximum principal amount designated for such Tranche in the DOE Loan Facility. Each Tranche provides the Company funding for 80% of the Eligible Project Costs. Eligible Project Costs means Project Costs that satisfy each of the following conditions: (a) DOE has determined the Project Costs to be eligible costs in accordance with Sections 609.2 and 609.10 of the Applicable Regulations; (b) the Project Costs have not been paid and are not expected to be paid any time after the First Advance Date with: (i) any federal grants, assistance, or loans (excluding the DOE Loan Facility); or (ii) other funds guaranteed by the Federal Government; (c) the Project Costs are identified in the Construction Budget; (d) the Project Costs do not constitute Cost Overruns; and (e) the Project Costs were incurred after the Eligibility Effective Date.) associated with the corresponding production line, with the Company responsible for funding the remaining 20% of the Project Costs.

The DOE Loan Facility specifies the maximum amount subject to each tranche (Tranche 1: $101,979; Tranche 2: $117,326; Tranche 3: $71,836; and Tranche 4: $12,309), and any amounts not withdrawn under a specified tranche cannot be allocated to another tranche.

On April 16, 2025, the Company amended the DOE Loan Facility in order to clarify the maximum Tranche Commitment principal amounts by excluding capitalized interest (Tranche 1: $90,945; Tranche 2: $106,733; Tranche 3: $67,529; and Tranche 4: $12,290). The Amendment does not materially alter rights, obligations, or meaning of the DOE Loan Facility.

The Company issued 570,000 warrants to the DOE in November 2025 to purchase shares of common stock at a price of $0.01 per share. The DOE warrants meet the requirements for equity classification guidance in ASC 815-40. The DOE warrants were recognized at fair value upon issuance of $7,294 which was recorded as Additional paid in capital with an offset to debt discount related to the DOE Loan Facility.

As of December 31, 2025, the Company had drawn down $90,945 under the DOE Loan Facility, utilizing the full commitment available for Tranche 1. The initial draw of $68,279 was made at an interest rate of 4.791%, for eligible project costs incurred through December 6, 2024. The second draw of $22,666 was made at an interest rate of 4.286%, for eligible project costs incurred through June 4, 2025. These costs represent Tranche 1 that provided $90,945 for eligible costs in connection with the design, construction, installation, startup and shakedown of a battery automation line and related tools, with a projected annual production capacity of approximately 1.25 GWh ("Line 1"), as defined in the DOE Loan Facility.

Maturity - The Maturity Date is defined as the earlier of (i) June 15, 2034, and (ii) the date that all the loans shall become due and payable in full, whether by acceleration or otherwise; provided that, if on any Springing Maturity Date any Convertible Notes remain outstanding, the Maturity Date shall instead be the Springing Maturity. The Springing Maturity Date is defined as the 91st day prior to the Convertible Note Maturity. As of December 31, 2025, the May 2025 Convertible Notes and November 2025 Convertible Notes, remain outstanding and are scheduled to mature on June 15, 2030 and December 1, 2031, respectively.

Contractual Interest Rates - The DOE Loan Facility bears interest at the applicable U.S. Treasury rate plus a spread equal to 0.375%. The interest is paid in-kind ("Capitalized PIK Interest"). Payment of the Capitalized PIK Interest on the DOE Loan Facility commences in 2028.

The DOE Loan Facility draw-downs were as follows:



	Loan Facility Available for Future Draw-downs Tranche 1		Interest Rate
Beginning Balance, November 26, 2024	$	90,945
Draw-downs received during the year ended December 31, 2024	(68,279)		4.791	%
Draw-downs received during the year ended December 31, 2025	$	(22,666)	4.286	%
Remaining Balance, December 31, 2025	$	—

The Company has not drawn on Tranches 2, 3 or 4 as of December 31, 2025.

Interest expense recognized on the DOE Loan Facility is as follows:


	For the Years Ended December 31,
	2025		2024
Contractual interest expense	$	3,826	$	107
Amortization of debt issuance costs	1,760		9
Amortization of debt discount	181		—
Total	$	5,767	$	116

The carrying value for the DOE Loan Facility is as follows:


	For the Years Ended December 31,
	2025		2024
Principal (life to date draw-downs)	$	90,945	$	68,279
Capitalized PIK Interest	3,740		107
Unamortized debt issuance costs	(2,749)		(2,934)
Unamortized debt discount	$	(7,609)	$	—
Aggregate carrying value	$	84,327	$	65,452

The Company is obligated to reimburse the DOE for any payments the DOE is required to make to the FFB in connection with the DOE Loan Facility and have been included as part of the debt issuance costs. The Company’s reimbursement obligations to the DOE under the DOE Loan Facility, together with all other obligations of the Company owing to DOE, FFB and other secured parties thereunder, are full recourse and secured by a lien on all real and personal property and all intellectual property collateral of the Company and its subsidiaries.

The approval and funding of any disbursements of the DOE Loan Facility will be subject to the satisfaction of conditions precedent, including, but not limited to, evidence of satisfaction of certain technical and performance-related conditions precedent, adequate project funding, reports from certain technical consultants and advisors and the receipt of certain financial models demonstrating compliance with the financial covenants set forth in the DOE Loan Facility.

Covenants

Under the DOE Loan Facility, the Company is subject to certain borrower and other affirmative and negative covenants customary for loan facilities extended under the DOE Loan Program including, among other things, covenants regarding (i) financial testing compliance, (ii) restrictions on operations and use, (iii) change of control, (iv) project-related reporting and information requirements and (v) compliance with the requirements of applicable law and the DOE Loan Program.

On May 28, 2025, the Company and the DOE entered into a Limited Consent Agreement (“First DOE Limited Consent Agreement”), pursuant to which among other things, the applicability of the Minimum Consolidated Revenue and Minimum Consolidated EBITDA financial covenants were deferred until March 31, 2027 and certain provisions were added to conform with comparable provisions in the Delayed Draw Term Loan. Additionally, the First DOE Limited Consent Agreement required the Company to reserve 24 months of interest payments for the May 2025 Convertible Notes. Restricted cash per the First DOE Limited Consent Agreement would have been reduced by the amounts of any actual interest payments made for the May 2025 Convertible Notes, but shall not have been less than all interest payments on the May 2025 Convertible Notes due within 12 months.

On November 18, 2025, the Company and the DOE entered into the Second DOE Limited Consent Agreement, allowing the Company to, among other things, (i) offer common stock and new convertible unsecured senior notes, (ii) issue securities related to those offerings, (iii) issue common stock if the November 2025 Convertible Notes are converted, (iv) make cash payments on the November 2025 Convertible Notes and (v) confirm that the November 2025 Convertible Notes count as permitted indebtedness under the DOE Loan Facility.

Under the Second DOE Limited Consent Agreement, following the issuance of the November 2025 Convertible Notes, the company must maintain adequate cash reserves to cover all interest payments due on both the May 2025 Convertible Notes and November 2025 Convertible Notes for a period of 18 months. This reserve will decrease as interest payments are made, but shall not be less than all interest payments on the May 2025 Convertible Notes and the November 2025 Convertible Notes due within 12 months. Refer to Note 5, Cash, Cash Equivalents and Restricted Cash for further information.

The DOE Loan Facility, contains the following financial covenants, including (each as defined in the DOE Loan facility) as of December 31, 2025.:

•Minimum Consolidated EBITDA- not applicable for December 31, 2025.

•Minimum Consolidated Revenue- not applicable for December 31, 2025.

•Minimum Liquidity - as defined in the Loan Guarantee Agreement.

As of December 31, 2025 and December 31, 2024, the Company was in compliance with the Minimum Liquidity financial covenant.

In addition, the DOE Loan Facility contains certain representations and warranties customary for the facilities extended under the DOE Loan Facility, including, among other things, representations and warranties regarding: (i) the organization and existence of the Company, (ii) authority and the absence of any conflicts, (iii) capitalization, (iv) solvency and (v) compliance with applicable law and the DOE Loan Program.

Senior Secured Term Loan

On July 29, 2022 (the "Closing Date"), the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC (Atlas), as administrative agent for the Atlas Lenders and collateral agent for the secured parties. The Senior Secured Term Loan was scheduled to mature on the earlier of (i) July 29, 2026, and (ii) 91 days prior to the current maturity date of the 2021 Convertible Notes of June 30, 2026. The Company had the right at any time to prepay any Borrowing in whole or in part in an amount of not less than $500.

The outstanding principal balance of the Senior Secured Term Loan bore interest, at the applicable margin plus, at the Company’s election, either (i) the benchmark secured overnight financing rate (“SOFR”), which is a per annum rate equal to (y) the Adjusted Term SOFR plus 0.2616%, or (ii) the alternate base rate (“ABR”), which is a per annum rate equal to the greatest of (x) the U.S. Prime Lending Rate, (y) the NYFRB Rate (as defined in the Senior Secured Term Loan Agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement was 8.5% per annum with respect to SOFR loans, and 7.5% per annum with respect to ABR loans. Interest on the Senior Secured Term Loan accrued at a variable interest rate, and interest payments are due quarterly. The Company may elect to convert SOFR Loans to ABR (and ABR Loans to SOFR).

Termination of the Senior Secured Term Loan

On June 21, 2024, the Atlas Credit Agreement, and the subsequent commitment increase agreements thereto, which provided for a $100,000 Senior Secured Term Loan Credit Agreement, were terminated pursuant to the terms of the Atlas Payoff Letter and the Insurer Letter Agreement, and all security interests and other liens granted to or held by the Atlas Lenders were terminated and released.

In accordance with the Atlas Payoff Letter, the Company agreed to payoff the Senior Secured Term Loan for (a) approximately $11,900 (which was released from the interest escrow account maintained pursuant to the Atlas Credit Agreement and (b) $1,000 for the account of Atlas; provided that Atlas agreed to accept a participation in the Credit Agreement in lieu of such $1,000 payment, and (c) $8,000. In accordance with the Insurer Letter Agreement, the Company paid to the Atlas Insurers (i) on December 31, 2024, $3,000 and (ii) on June 30, 2025, $4,000.

Absent termination, the Senior Secured Term Loan would have matured on the earlier of (i) July 29, 2026 and (ii) 91 days prior to the maturity of certain of the Company’s outstanding convertible notes. The aggregate principal amount of the Senior Secured Term Loan outstanding was $100,000 at the time of termination.

The Company accounted for the termination of the Senior Secured Term Loan in accordance with ASC 470-60, Troubled Debt Restructurings. As a result, the Company recognized a restructuring gain of $68,478 in the Consolidated Statements of Operations and Comprehensive Loss for the twelve months ended December 31, 2024.

See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

The following table summarizes interest expense recognized on the Senior Secured Term Loan:


	For the Year Ended December 31,
	2024
Contractual interest expense	$	6,858
Amortization of debt discount	224
Amortization of debt issuance costs	1,980
Total	$	9,062

There were no outstanding borrowings for the years ended December 31, 2025 and December 31, 2024,

Revenue Recognition - Schedule of Changes In the Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Contract With Customer Liability
Contract liabilities, beginning of the period	$ 26,349	$ 6,610
Amounts in beginning balance recognized in revenue	(22,102)	(2,795)
Revenue recognized in current period	(86,190)	(6,956)
Advance payments received from customers	99,424	29,490
Contract liabilities, end of the period	$ 17,481	$ 26,349

Inventory (Tables)

12 Months Ended

Dec. 31, 2025

Inventory Disclosure [Abstract]

Schedule of Components of Inventories

The following table provides information about inventory balances:


	December 31,
	2025		2024
Raw materials	$	44,501	$	25,126
Work-in-process	13,701		6,665
Finished goods	824		1,035
Total Inventory	$	59,026	$	32,826

Property, Plant and Equipment, Net - Schedule of Components of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment
Property, plant, and equipment, gross	$ 149,403	$ 74,376
Less: Accumulated depreciation	(34,988)	(28,716)
Total property, plant and equipment, net	114,415	45,660
Equipment
Property, Plant and Equipment
Property, plant, and equipment, gross	$ 79,272	52,378
Equipment \| Minimum
Property, Plant and Equipment
Useful lives	5 years
Equipment \| Maximum
Property, Plant and Equipment
Useful lives	10 years
Furniture
Property, Plant and Equipment
Property, plant, and equipment, gross	$ 3,149	2,369
Furniture \| Minimum
Property, Plant and Equipment
Useful lives	5 years
Furniture \| Maximum
Property, Plant and Equipment
Useful lives	10 years
Leasehold improvements
Property, Plant and Equipment
Property, plant, and equipment, gross	$ 14,146	9,674
Tooling
Property, Plant and Equipment
Property, plant, and equipment, gross	$ 16,192	9,955
Tooling \| Minimum
Property, Plant and Equipment
Useful lives	2 years
Tooling \| Maximum
Property, Plant and Equipment
Useful lives	3 years
Construction in progress
Property, Plant and Equipment
Property, plant, and equipment, gross	$ 36,644	$ 0

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Notes receivable
Variable Interest Entity
Loan commitment on the consolidated balance sheet	$ 0	$ 847
Variable Interest Entity, not primary beneficiary
Variable Interest Entity
Loan commitment on the consolidated balance sheet		847
Financing receivable, allowance for credit loss	$ 884	$ 37

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Recognition

The Company's revenues comprised of the following:


	For the Years Ended December 31,
	2025		2024
Product revenue	$	111,979	$	14,503
Service revenue	2,224		1,103


Total revenues	$	114,203	$	15,606

Schedule of Information about Contract Assets and Liabilities from Contracts with Customers


	December 31,
	2025		2024
Contract assets	$	15,488	$	14,059
Contract liabilities	$	17,481	$	26,349

The following table provides information about changes in Contract liabilities:


	For the Years Ended December 31,
	2025		2024
Contract liabilities, beginning of the period	$	26,349	$	6,610
Amounts in beginning balance recognized in revenue	(22,102)		(2,795)
Revenue recognized in current period	(86,190)		(6,956)
Advance payments received from customers	99,424		29,490
Contract liabilities, end of the period	$	17,481	$	26,349

Stock-Based Compensation - Schedule of Restricted Stock Units (RSU and PRSU) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Restricted stock units
Units
Beginning balance (in shares)	13,972,736	5,447,458
Granted in period (in shares)	5,640,492	12,135,118
Cancelled/Forfeited in period (in shares)	(1,787,571)	(1,238,231)
Vested in period (in shares)	(5,945,930)	(2,371,609)
Ending balance (in shares)	11,879,727	13,972,736
Weighted-Average Grant-Date Fair Value
Beginning outstanding balance (in usd per share)	$ 2.18	$ 4.58
Granted (in usd per share)	7.33	1.87
Cancelled/Forfeited (in usd per share)	2.52	2.25
Vested (in usd per share)	2.51	6.05
Ending outstanding balance (in usd per share)	$ 4.41	$ 2.18
Performance-based restricted stock units
Units
Beginning balance (in shares)	8,805,000	0
Granted in period (in shares)	1,197,278	9,192,500
Cancelled/Forfeited in period (in shares)	(656,245)	(387,500)
Vested in period (in shares)	(7,032,842)	0
Ending balance (in shares)	2,313,191	8,805,000
Weighted-Average Grant-Date Fair Value
Beginning outstanding balance (in usd per share)	$ 1.93	$ 0
Granted (in usd per share)	5.43	1.92
Cancelled/Forfeited (in usd per share)	1.87	1.74
Vested (in usd per share)	1.74	0
Ending outstanding balance (in usd per share)	$ 4.33	$ 1.93

Government Grants (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Government Grants (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Jun. 30, 2025	Dec. 31, 2025	Dec. 31, 2024
Government Assistance [Line Items]
Government assistance amount	$ 10,592
Grant receivable	$ 11,028		$ 11,028	$ 2,283
Production Tax Credits
Government Assistance [Line Items]
Tax credits transferred, sales price as percentage of value (percent)	90.00%	90.00%
Government assistance amount		$ 2,055	$ 21,259	$ 3,789
Government Assistance, Income, Increase (Decrease), Statement of Income or Comprehensive Income [Extensible Enumeration]			Cost of goods sold	Cost of goods sold
Grant receivable	$ 11,028		$ 11,028	$ 2,283

Borrowings - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument
Amortization of debt discount	$ 181	$ 0
2021 Convertible Notes Payable \| Convertible Notes
Debt Instrument
Contractual interest expense	3,072	7,053
Amortization of debt discount	3,230	6,608
Amortization of debt issuance costs	311	638
Total	6,613	14,299
AFG Convertible Note \| Convertible Notes \| Related Party
Debt Instrument
Contractual interest expense	3,300	4,924
Amortization of debt discount	108	928
Amortization of debt issuance costs	(95)
Amortization of debt issuance costs		262
Total	3,313	6,114
2025 Convertible Notes Due \| Convertible Notes
Debt Instrument
Contractual interest expense	8,353
Amortization of debt discount	853
Amortization of debt issuance costs	75
Total	9,281
November 2025 Convertible Notes \| Convertible Notes
Debt Instrument
Contractual interest expense	1,050
Amortization of debt discount	3,257
Amortization of debt issuance costs	4
Total	4,311
DOE Loan Facility \| Line of Credit
Debt Instrument
Contractual interest expense	3,826	107
Amortization of debt issuance costs	1,760	9
Total	$ 5,767	116
Senior Secured Term Loan \| Secured Debt \| Nonrelated Party
Debt Instrument
Contractual interest expense		6,858
Amortization of debt discount		224
Amortization of debt issuance costs		1,980
Total		$ 9,062

Segment Reporting - Schedule of Disaggregated Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Segment Reporting Information
Total revenue	$ 114,203	$ 15,606
Less:
Cost of goods sold	258,040	98,867
Gross profit (loss)	(143,837)	(83,261)
Research and development	28,542	22,758
Selling, general and administrative expenses	85,110	60,047
Net loss attributable to shareholders	(969,647)	(685,870)
Product revenue
Segment Reporting Information
Total revenue	111,979	14,503
Service revenue
Segment Reporting Information
Total revenue	2,224	1,103
Reportable Segment
Segment Reporting Information
Total revenue	114,203	15,606
Less:
Cost of goods sold	258,040	98,867
Gross profit (loss)	(143,837)	(83,261)
Research and development	28,542	22,758
Selling, general and administrative expenses	85,110	60,047
Other segment items	712,158	519,804
Net loss attributable to shareholders	(969,647)	(685,870)
Reportable Segment \| Product revenue
Segment Reporting Information
Total revenue	111,979	14,503
Reportable Segment \| Service revenue
Segment Reporting Information
Total revenue	$ 2,224	$ 1,103

Credit Agreement and Securities Purchase Transaction - Schedule Of Company’s Outstanding Preferred Stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Credit and Securities Purchase Transaction [Line Items]
Shares Issued (in shares)	0	0
Shares Outstanding (in shares)	0	0
Series B-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Shares Issued (in shares)	31.940063
Original Issued Price (in shares)	$ 841,999.99
Shares Outstanding (in shares)	31.940063
Common Stock Equivalent	$ 31,940,063
Series B-2 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Shares Issued (in shares)	28.806463
Original Issued Price (in shares)	$ 2,322,000
Shares Outstanding (in shares)	28.806463
Common Stock Equivalent	$ 28,806,463
Series B-3 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Shares Issued (in shares)	38.259864
Original Issued Price (in shares)	$ 3,358,000
Shares Outstanding (in shares)	38.259864
Common Stock Equivalent	$ 38,259,864
Series B-4 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Shares Issued (in shares)	16.150528
Original Issued Price (in shares)	$ 5,990,000
Shares Outstanding (in shares)	16.150528
Common Stock Equivalent	$ 17,305,070

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2025
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”) to ensure consistent reporting of financial condition, results of operations and cash flows. References to accounting principles generally accepted in the United States (“GAAP”) in these notes are to the FASB Accounting Standards Codification™ (“ASC”) and related updates (“ASU”). The financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with GAAP. All intercompany transactions and balances have been eliminated in consolidation. As a growth company in the early commercialization stage of its lifecycle, the Company is subject to inherent risks and uncertainties associated with the development of an enterprise. Given the significant capital raised during 2025 and our anticipated ability to meet covenants associated with debt instruments held by the Company (refer to Note 13, Borrowings and Note 20, Shareholders’ Deficit), management has concluded that there is no longer substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
Foreign Currency	Foreign Currency The Company follows the provisions of ASC 830, Foreign Currency Matters. The Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. The assets and liabilities of foreign operations are translated at the exchange rates in effect at the balance sheet date. The operating results of foreign operations are translated at weighted average exchange rates. The related translation gains or losses are reported as a separate component of shareholders’ deficit in accumulated other comprehensive loss. Gains and losses from foreign currency transactions, which were insignificant for years ended December 31, 2025 and 2024, are included as other expense in the Consolidated Statements of Operations and Comprehensive Loss.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Allowance for Expected Credit Losses	Allowance for Expected Credit Losses The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value.
Embedded derivatives	Embedded derivatives Some of our debt and preferred stock financings contain embedded features, such as conversion features and redemption features. The Company evaluates each agreement to determine whether the embedded feature requires bifurcation from the host instrument, in which case would require to be accounted for as a derivative liability. The Company uses valuation models to estimate the fair value of the embedded derivatives. The change in fair value of the embedded derivatives is presented separately on the Consolidated Statements of Operations and Comprehensive Loss.
Earning (loss) Per Share	Earnings (loss) Per Share In accordance with the provisions of ASC Topic 260, Earnings per Share, basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted average number of shares of common stock outstanding during the period. In accordance with ASC 260, the DOE Warrants are included in basic EPS as the shares are issuable for little cash consideration. The SPA Warrant, Series B Preferred Stock, 2023 Warrants, May 2025 Convertible Notes and November 2025 Convertible Notes are participating securities that do not have the obligation to share in the losses of the Company. Therefore, the more dilutive of the “if-converted” and “two-class” method must be applied when calculating EPS for the common shares. Management has elected to recognize changes in the redemption value of the Series B Preferred Stock. At each balance sheet date, the redemption value of the Series B Preferred Stock will be calculated, and if the redemption value is greater than the carrying value, the carrying value will be remeasured to the redemption value. The remeasurement is recorded as a deemed dividend, which, in the absence of Retained earnings, reduces additional paid in capital and earnings available to common shareholders in computing basic and diluted EPS. Other potentially dilutive common shares and the related impact to earnings, are considered when calculating EPS on a diluted basis.
Fair Value of Financial Instruments and Fair Value Option	Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, contract assets, accounts payable, accrued expenses, warrants, notes payable — related party, contract liabilities and long-term debt. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities, accrued expenses and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Fair Value Option The Company has elected the option under ASC 825-10, Financial Instruments ("ASC 825"), to measure the Delayed Draw Term Loan, including all tranches of fundings received in 2025 and 2024 (see Note 3, Credit and Securities Purchase Transaction) at fair value. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. When the fair value option is elected for an instrument, unrealized gains and losses for such instrument is reported in the Consolidated Statements of Operations and Comprehensive Loss at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. These amounts are included in Other expense in the Consolidated Statements of Operations and Comprehensive Loss. The gains or losses attributable to changes in instrument-specific risk are included in Change in fair value of debt – credit risk in Accumulated other comprehensive loss - related party.
Goodwill	Goodwill Goodwill consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Goodwill is reviewed for impairment each year using a qualitative or quantitative process that is performed at least annually or whenever events or circumstances indicate a likely reduction in the fair value of a reporting unit below its carrying amount. Prior to performing a quantitative evaluation, an assessment of qualitative factors may be performed to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value. If it is determined that it is unlikely that the carrying value exceeds the fair value, the Company is not required to complete the quantitative goodwill impairment evaluation. If it is determined that the carrying value may exceed fair value when considering qualitative factors, a quantitative goodwill impairment evaluation is performed. When performing the quantitative evaluation, if the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. The Company completed the annual goodwill impairment test as of November 30, 2025, using a qualitative assessment for the reporting unit. The Company concluded that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount, and a quantitative goodwill impairment test was not necessary.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An assessment is performed to determine whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of any long-lived asset impairment is measured based on fair value and is charged to operations in the period in which a long-lived assets impairment is determined by management.
Income Taxes and Deferred Taxes and Production Tax Credits under Internal Revenue Code 45X (“PTC”)	Income Taxes and Deferred Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, Income Taxes ("ASC 740"). Income taxes are computed under the asset and liability method reflecting both current and deferred taxes, which reflect the tax impact of all events included in the financial statements. The balance sheet approach (i) reflects a current tax liability or asset recognized for estimated taxes payable or refundable on tax returns for the current and prior years, (ii) reflects a deferred tax liability or asset recognized for the estimated future tax effects attributable to temporary differences and carryforwards, (iii) measures current and deferred tax liabilities and assets using the enacted tax rate of which the effects of future changes in tax laws or rates are not anticipated, and (iv) reduces deferred tax assets, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company recognizes deferred tax assets only to the extent that management concludes these assets are more-likely-than-not to be realized. Significant judgment is required in assessing and estimating the more-likely-than-not tax consequences of the events included in the financial statements. Management considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) management determines whether it is more-likely-than-not that the tax position will be sustained on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Production Tax Credits under Internal Revenue Code 45X (“PTC”) Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740. Therefore, the Company accounts for the PTC under a government grant model. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance, under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money is recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. The PTC is a non-monetary asset since the Company’s intention is to sell the tax credit to a third-party and is recorded at the value that is expected to be received from the sale in Grant Receivable, net on the Company’s Consolidated Balance Sheets and is subsequently recognized in Cost of goods sold in the Consolidated Statements of Operations and Comprehensive Loss when the inventory is sold. In the event the PTC is sold, upon the receipt of the cash payments, the Company will record offsets to Grant Receivable, net. Differences in the recorded value of the PTC and the sale price will be recognized as an adjustment to cost of goods sold in the Consolidated Statements of Operations and Comprehensive Loss.
Intangible Assets, net	Intangible Assets, net Intangible assets are stated at their historical cost and amortized on a straight-line basis over their expected useful lives.
Software Development Costs	Software Development Costs The Company capitalizes certain costs associated with the acquisition and development of software, which consist of internally developed software and software purchased from third parties for internal use. The Company amortizes these costs using the straight-line method over the estimated useful lives of the software, which is generally three years. Certain upgrades or modifications to the Company’s internally-used software are capitalized if they enhance the software’s functionality or extend its useful life. These costs are included within Intangible Assets, net on the Company’s Consolidated Balance Sheets.
Inventory	Inventory Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis. The Company records inventory when it takes title to the product according to the terms of each supply contract. The Company evaluates its ending inventories for excess quantities and obsolescence. An inventory reserve is recorded for inventories that management considers excess or obsolete. Management considers forecasted demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. Once inventory is written down and a new cost basis is established, it is not written back up if demand increases.
Leases	Leases The Company accounts for its leases under ASU 2016-02, Leases (“ASC 842”). Under ASC 842, the right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value represents our collateralized incremental borrowing rate and is calculated based on the treasury yield curve that is commensurate with the term of each lease, and a spread representative of our borrowing costs. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases may be classified as either operating leases or finance leases. Leases with an initial term of 12 months or less are excluded from the scope of ROU assets and liabilities, as allowed by ASC 842. The Company has lease agreements with lease and non-lease components. The Company has elected the practical expedient to account for non-lease components as part of the lease component for all asset classes. The majority of the Company's lease agreements are real estate leases.
Property, Plant and Equipment, net	Property, Plant and Equipment, net Equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the improvements or the life of the lease. Maintenance and repair expenditures are expensed as incurred. Expenditures which significantly improve or extend the life of an asset are capitalized. Construction in Progress Included in property, plant and equipment is construction in progress. Costs related to the design, development and construction of large capital projects are accumulated in construction in progress until the project is complete. A construction project is considered substantially complete upon the cessation of construction and development activities. Once the project is substantially complete and ready for its intended use these costs are amortized on a straight-line basis over the asset's estimated useful life. A portion of construction in progress also includes capitalized interest. Interest costs incurred during construction of large capital projects are capitalized as construction in progress until the underlying asset is ready for its intended use, at which point the interest costs are amortized as depreciation expense over the life of the underlying asset. Interest is capitalized using a weighted average effective interest rate applicable to borrowings outstanding during the period to which it is applied.
Research and Development Expenses	Research and Development Expenses Research and development costs are expensed as incurred, which include materials, supplies, salaries, benefits and other costs related to research, development and testing of products.
Revenue Recognition	Revenue Recognition Revenue is earned from the sales, installation and commissioning of BESS, the terms of which are dictated by supply agreements the Company enters into with its customers. Revenue is recognized to depict the transfer of promised goods and/or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer. As most contracts contain multiple goods or services delivered to the customer at different times, the transaction price is allocated to each good or service based on the relative standalone selling price and revenue is recognized when or as the performance obligation is satisfied. The Company uses either the expected cost-plus margin approach or adjusted market assessment approach to estimate the standalone selling prices of its goods and services. Product Revenue Product revenue is comprised of revenue from the BESS, along with other products, including marshalling cabinets, spare parts, transformers and inverters. It is recognized when control transfers, as determined by the specific terms outlined in each contract. If not specifically defined in the contract, the timing around the transfer of control is based on the shipping terms, which vary by contract, but are generally either Delivered-at-Place ("DAP") Destination or Exworks. Many of the Company’s contracts with customers contain some component of variable consideration. The Company estimates variable consideration, such as refunds, penalties including liquidated damages and the customer’s right to return, using the expected value method, and adjusts transaction price for its estimate of variable consideration. We update our estimates of variable consideration and adjust the transaction price accordingly by recording an adjustment to net revenue and refund liability with respect to variable consideration such as penalties, refunds and credits to customers. The Company has concluded that its estimation of variable consideration results in an adjustment to the transaction price such that it is probable that a significant reversal of cumulative revenue would not occur in the future. Shipping and handling costs are included in cost of goods sold. Sales tax collected from customers are recorded on a net basis and therefore, not included in revenue. Sales tax is recorded as a liability (payable) until remitted to governmental authorities. Service Revenue Service revenue includes commissioning, installation and engineering, procurement and construction revenue. As the customer simultaneously receives and consumes the benefits provided by the Company’s performance, these performance obligations are satisfied over time. The Company uses an input method to measure progress towards satisfaction. If at any time management determines that in the case of a particular contract total costs will exceed total contract revenue, a provision for the entire anticipated contract loss is recorded at that time. Warranty Related Revenue In addition to a standard limited warranty against defects, the Company offers customers the option to purchase an extended warranty, a maintenance and monitoring service and/or a performance guarantee. As the standard limited warranty is classified as an assurance-type warranty, based on criteria set forth in ASC 606, it is not accounted for as a separate performance obligation. The extended warranty, maintenance and monitoring service warranty and performance guarantee, however, represent distinct services and are accounted for as separate performance obligations based on a time-lapsed measure of progress resulting in a ratable recognition of revenue over the respective performance period. For these performance obligations, at any time if management determines that in the case of a particular warranty that total costs will exceed total warranty revenue, a provision for the entire anticipated warranty loss is recorded at that time and included in warranty liability on the Consolidated Balance Sheets. Contract Assets and Contract Liabilities The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied, however invoicing to the customer has not yet occurred. Contract liabilities primarily relate to consideration received from customers in advance of the Company’s satisfying performance obligations under contractual arrangements. Contract balances are reported in a net contract asset or liability position on a contract-by-contract basis at the end of each reporting period. Payment terms are generally aligned with meeting various contractual milestones, beginning with purchase order execution and extending through manufacturing release, ready to ship, delivery and commissioning. Practical Expedients and Exemptions As permitted by ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company elected to use certain practical expedients. •The Company treats costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset recognized by the Company is one year or less. •The Company has elected to exclude sales and other similar taxes from the transaction price. •If shipping and handling activities are performed after a customer obtains control of the good, the Company has elected to account for shipping and handling as activities to fulfil the promise to transfer the good. All elections are consistently applied to similar transactions.
Stock-Based Compensation	Stock-Based Compensation The Company's stock-based compensation expense consists of: •Stock options. •Restricted stock units awards ("RSU"). •Performance-based milestone awards, performance-based restricted stock units and contingent shares that may be earned based on the Company’s total shareholder return (“TSR”) collectively, (“PRSU”). Stock-based compensation is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. For stock option awards, the Company uses the Black-Scholes option pricing model to estimate the fair value. For RSUs and Milestone PRSUs, the Company uses the Company's stock price on date of grant to estimate fair value. For TSRs , the fair value is estimated using a Monte Carlo simulation in an option pricing framework. The Company recognizes compensation cost on a straight-line basis over the requisite service period of the award, which is generally the award vesting period. Stock options generally have a term of five to ten years and vest over periods ranging from three months to two years. RSUs generally vest over periods from one to three years. PRSUs generally vest over two to three years. For Performance-based milestone awards and performance-based restricted stock units, stock-based compensation expense is recognized on a straight-line basis based on management’s estimation of achievement of performance conditions (see Note 18, Stock Based Compensation for further discussion). The Company recognizes forfeitures as incurred.
Warranty liability	Warranty Liability Warranty obligations are incurred in connection with the sale of the Company’s products. Costs to provide for warranty obligations are estimated and recorded as a liability at the time of recording the sale. Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors, including the use of actual claim data to date, results of lab testing, factory quality data and field monitoring.
Recently Adopted Accounting Pronouncements And Recently Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires additional disclosures related to the effective tax rate reconciliation and taxes paid. The amendment is effective for annual periods beginning after December 15, 2024. Entities have the option to apply the amendments in ASU 2023-09 prospectively or retrospectively to periods presented in the financial statements. The Company adopted ASU 2023-09 retrospectively for all prior periods presented as of December 31, 2025. See Note 19, Income Taxes for further discussion. In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company adopted ASU 2024-04 as of December 31, 2025. See Note 13, Borrowings for further discussion. Recently Issued Accounting Pronouncements In October 2023, the FASB issued ASU 2023-06, Disclosure Agreements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This amendment will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives and transfers of financial assets. The amendments in this ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC. If the SEC has not removed the applicable disclosure requirement by June 30, 2027, these amendments will not be effective. Early adoption is prohibited. The Company is currently assessing the potential impact this amendment could have on its disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, though early adoption is permitted. The Company is currently assessing the potential impact this amendment could have on its financial statements and disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2025-01 is effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. Entities should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the potential impact this ASU could have on its financial statements and disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326). The amendments in this update introduce a practical expedient aimed at simplifying the estimation of expected credit losses for current accounts receivable and current contract assets. The update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and refine the guidance for capitalizing costs related to internal-use software, including development phases and implementation activities. The update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted beginning in fiscal year 2026. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. On December 4, 2025, the FASB issued ASU 2025-10, which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. In the absence of such guidance, many for-profit entities historically have analogized to other GAAP, including IAS 20 or ASC 958-605, when accounting for government grants. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028, for public business entities, Early adoption is permitted. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. On December 8, 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to “change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements”. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities, early adoption is permitted. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. On December 17, 2025, the FASB issued ASU 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. The amendments make the Codification easier to understand and apply. The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company is currently assessing its plans for adoption and evaluating the potential impact this amendment could have on its financial statements and related disclosures. There were no other accounting standards or updates during the year ended December 31, 2025 that had a material impact on the Company’s Consolidated Financial Statements.

Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Liabilities


	December 31, 2025						December 31, 2024
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Liabilities
SPA Warrant (a)	$	—	$	—	$	470,715	$	—	$	—	$	188,857
Contingent warrants (a)	—		—		—		—		$	—	77,773
IPO, April, May and December 2023 Warrants (b)	—		—		313,253		—		269		189,322
Delayed Draw Term Loan	—		—		150,427		—		—		76,188
Embedded derivatives(c)	—		—		228,719		—		—		44,396
Total liabilities	$	—	$	—	$	1,163,114	$	—	$	269	$	576,536

(a) Included in Warrants liability - Related party on the Consolidated Balance Sheets.

(b) All these instruments are Level 3, except for the IPO warrants (Level 2). These are included in Warrants liability on the Consolidated Balance Sheets.

(c) Included in Long-term debt for the year ended December 31, 2025, and Notes Payable - Related Party for the year ended December 31, 2024 on the Consolidated Balance Sheets.

Schedule of Assumptions Used to Determine Fair Value of Embedded Conversion Feature

The inputs used to determine the fair value of the April 2023 warrants, May 2023 warrants and the December 2023 warrants are as follows:


April 2023 warrants	December 31, 2025			December 31, 2024
Time to expiration	2.79 years			3.79 years
Common stock price	$	11.46		$	4.86
Risk-free interest rate	3.5		%	4.3		%
Volatility	105.0		%	90.0		%

May 2023 warrants	December 31, 2025			December 31, 2024
Time to expiration	2.54 years			3.54 years
Common stock price	$	11.46		$	4.86
Risk-free interest rate	3.5		%	4.3		%
Volatility	105.0		%	90.0		%

December 2023 warrants	December 31, 2025			December 31, 2024
Time to expiration	2.96 years			3.96 years
Common stock price	$	11.46		$	4.86
Risk-free interest rate	3.5		%	4.3		%
Volatility	105.0		%	90.0		%

The inputs used to determine the fair value of the embedded derivative liabilities are as follows:


2021 Convertible Note	June 03, 2025		December 31, 2024
Term	1.08 Years		1.50 Years
Dividend yield	—	%	—	%
Risk-free interest rate	4.1	%	4.2	%
Volatility	60.0	%	65.0	%
Effective debt yield	24.0	%	30.0	%


AFG Convertible Note	October 16, 2025		July 28, 2025		December 31, 2024
Term	8.96 Years		0.93 Years		1.50 years
Dividend yield	—	%	—	%	—	%
Risk-free interest rate	3.9	%	4.1	%	4.2	%
Volatility	60.0	%	60.0	%	65.0	%
Effective debt yield	14.5	%	23.2	%	30.0	%


May 2025 Convertible Note	November 24, 2025		November 19, 2025
Term	4.56 Years		4.57 Years
Dividend yield	—	%	—	%
Risk-free interest rate	3.6	%	3.7	%
Volatility	60.0	%	60.0	%
Effective debt yield	10.5	%	11.5	%


November 2025 Convertible Note	December 31, 2025		November 24, 2025
Term	5.92 Years		6.02 Years
Dividend yield	—	%	—	%
Risk-free interest rate	3.8	%	3.7	%
Volatility	60.0	%	60.0	%
Effective debt yield	11.7	%	12.8	%

Quantitative information about all significant unobservable inputs used in the fair value measurement for non-recurring level 3 measurements:


Loan Commitment Assets:	June 21, 2024
Milestones achievement expectations	Very high probability
Debt yield	47.5	%

Quantitative information about all significant unobservable inputs used in the fair value measurement for recurring level 3 measurements:



Delayed Draw Term Loan Initial Tranche	December 31, 2025		December 31, 2024		June 21, 2024
Debt yield	11.9	%	30.0	%	47.5	%


Contingent Warrants- all tranches	December 31, 2024		June 21, 2024
Milestones achievement expectations	Very high probability		Very high probability
Volatility	65.0	%	70.0	%
Discount for lack of marketability (“DLOM”)	10.0	%	10.0	%


SPA Warrant	December 31, 2025		December 31, 2024		June 21, 2024
Discount for lack of marketability (“DLOM”)	5.0	%	10.0	%	10.0	%


Delayed Draw Term Loan August 2024 Draw	December 31, 2025		December 31, 2024		August 31, 2024
Debt yield	11.9	%	30.0	%	42.5	%


Delayed Draw Term Loan October 2024 Draw	December 31, 2025		December 31, 2024		October 31, 2024
Debt yield	11.9	%	30.0	%	42.5	%


Delayed Draw Term Loan January 2025 Draw	December 31, 2025		January 24, 2025
Debt yield	11.9	%	30.0	%


Delayed Draw Term Loan Prepayment	June 4, 2025
Debt yield	25.0	%

Schedule of Instruments Initially and Subsequently Measured at Fair Value

The following table summarizes instruments that were initially and subsequently measured at fair value. (see Note 3, Credit and Securities Purchase Transaction):


Instrument	Initial measurement date	Initial Fair Value
Initial Draw of the Delayed Draw Term Loan	6/21/2024	$	25,653
SPA Warrant	6/21/2024	$	32,903
Contingent Warrants	6/21/2024	$	62,191
August 2024 Draw of the Delayed Draw Term Loan	8/29/2024	$	12,528
October 2024 Draw of the Delayed Draw Term Loan	10/31/2024	$	28,340
January 2025 Draw of the Delayed Draw Term Loan	1/24/2025	$	17,312

Schedule of Liabilities Measured at Fair Value

The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying Consolidated Balance Sheets and are designated as Level 3:


	For the Years Ended December 31,
	2025		2024
Delayed Draw Term Loan
Balance at beginning of the period	$	76,188	$	—
Additions- Initial Draw	—		25,653
Additions- August 2024 Draw	—		12,528
Additions- October 2024 Draw	—		28,340
Additions - January 2025 Draw	17,312		—
Prepayment of the Term Loan	(28,582)		—
Change in fair value of Term Loan	85,509		9,667
Balance at end of the period	$	150,427	$	76,188

SPA Warrant and Contingent Warrants
Balance at beginning of the period	$	266,630	$	—
Additions	—		95,094
Conversion to preferred stock	(102,186)		(193,920)
Change in fair value of warrants	306,271		365,456
Balance at end of the period	$	470,715	$	266,630

Embedded derivatives
Balance at beginning of the period	$	44,396	$	4,423
Extinguishment of the 2021 Convertible Notes embedded derivatives	(87)		—
Extinguishment of the AFG Convertible Notes embedded derivatives	(121,313)		—
Additions	282,054		41
Change in fair value of derivatives - related party	77,004		39,932
Change in fair value of derivatives	(76,467)		—
Settlement of non-option embedded derivative for May 2025 Convertible notes	23,132		—
Balance at end of the period	$	228,719	$	44,396

April, May and December 2023 Warrants
Balance at beginning of the period	$	189,322	$	27,406

Exercised warrants	(155,008)		(9,096)
Change in fair value of warrants	278,939		171,012
Balance at end of the period	$	313,253	$	189,322

Schedule of Estimated Fair Value of Financial Instruments Not Carried at Fair Value

The estimated fair value of financial instruments not carried at fair value in the Consolidated Balance Sheets was as follows:


	Level in fair value hierarchy	December 31, 2025				December 31, 2024
		Carrying Value		Fair Value		Carrying Value		Fair Value
Notes receivable	3	$	—	$	—	$	847	$	740
Loan commitment assets	3	—		—		21,731		21,051
2021 Convertible Notes*	3	—		—		109,838		91,951
May 2025 Convertible Notes	3	48,044		123,000		—		—
November 2025 Convertible Notes	3	530,096		586,237		—		—
Senior Secured Term Loan	3	—		—		—		—
AFG Convertible Notes*	3	—		—		63,033		65,053
Equipment financing facility	3	372		375		2,385		2,097
Preferred Stock	3	1,361,542		1,292,216		488,696		454,581
DOE Loan Facility	3	84,327		95,427		65,452		67,740
Total		$	2,024,381	$	2,097,255	$	751,982	$	703,213

*Includes the embedded derivative liabilities.