EOSE Eos Energy Enterprises Inc

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Nature of Operations

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.

Liquidity and Going Concern

As a growth company in the early commercialization stage of its lifecycle, Eos is subject to inherent risks and uncertainties associated with the development of an enterprise. In this regard, substantially all of the Company’s efforts to date have been devoted to the development and manufacturing of battery energy storage systems and complimentary products and services, recruitment of management and technical staff, deployment of capital to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development. However, as a result of these efforts, the Company has incurred significant losses and negative cash flows from operations since its inception and expects to continue to incur such losses and negative cash flows for the foreseeable future until such time that the Company can reach a scale of profitability to sustain its operations.

In order to execute its development strategy, the Company has historically relied on outside capital through the issuance of equity, debt and borrowings under financing arrangements (collectively “outside capital”) to fund its cost structure. While the Company believes its recent entry into new credit facilities as discussed below has significantly improved its capital position and provides a path to sustainable operations and profitability, there can be no assurance the Company will be able to achieve such profitability or do so in a manner that does not require additional outside capital. Moreover, while the Company has historically been successful in raising outside capital, there can be no assurance the Company will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to the Company, should it be needed.

As discussed in Note 3, Credit and Securities Purchase Transaction, 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, (the “Lender”, also acting as administrative and collateral agent) to provide:

1.a secured multi-draw facility in an aggregate principal amount of $210,500 (the “Delayed Draw Term Loan”) to be made in four installments ($75,000, the Initial Draw which was funded on June 21, 2024, and the remaining three tranches which may be drawn in the amounts of $30,000, $65,000 and $40,500 on August 31, 2024, October 31, 2024, and January 31, 2025, respectively, upon the Company’s achievement of certain applicable funding milestones), and

2.a $105,000 revolving credit facility available to be drawn by the Company beginning June 21, 2026 at the Lender’s sole discretion and only after the Delayed Draw Term Loan is fully funded.

In addition, Eos utilized a portion of the proceeds of the Delayed Draw Term Loan to extinguish its existing $100,000 Senior Secured Term Loan, resulting in a gain on debt extinguishment in the amount of $68,478.

As of the date the accompanying Unaudited Condensed Consolidated Financial Statements were issued (the “issuance date”), management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern:

•Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the six months ended June 30, 2024, the Company incurred a net loss of $74,880, incurred negative cash flows from operations of $66,807 and had an accumulated deficit of $950,726 as of June 30, 2024.

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•As of June 30, 2024, the Company had $52,454 of unrestricted cash and cash equivalents available to fund the Company’s operations and working capital of $115,058,which includes loan commitment assets of $76,091 classified as current assets on the Unaudited Condensed Consolidated Balance Sheets.

•Additionally, the Company continues to progress through the Department of Energy (DOE) Loan Programs Office’s (LPO) process for its Title XVII loan. In August 2023, the DOE issued a conditional commitment letter to the Company for a loan of an aggregate principal amount of up to $398,600 through the DOE’s Clean Energy Financing Program. Certain technical, legal and financial conditions must be met and due diligence to the satisfaction of the DOE must be completed before the DOE enters into definitive financing documents with the Company and funds the loan. The Company continues to work with the DOE to meet these conditions and close the loan, however, there can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company.

•The Company is required to remain in compliance with certain quarterly financial covenants under its Credit Agreement. These financial covenants include (a) minimum EBITDA, (b) Revenue, and (c) a Liquidity covenant (collectively, the “financial covenants”). While the Company was in compliance with these covenants as of June 30, 2024, the Company may be unable to remain in compliance with these covenants as of September 30, 2024, and thereafter, absent the Company’s ability to draw under the Delayed Draw Term Loan or secure a waiver from the Lender. In the event the Company is unable to remain in compliance with the financial covenants and the other nonfinancial covenants required by Credit Agreement and the Company is further unable to cure such noncompliance or secure a waiver, the Lender may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among other things, entering into a forbearance agreement with the Company and/or asserting its rights in the Company’s assets securing the loan. Moreover, the Company’s other lenders may exercise similar rights and remedies under the cross-default provisions of their respective borrowing arrangements with the Company.

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its 100% owned, direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the Unaudited Condensed Consolidated Financial Statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2023 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year.

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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.

Reclassification of Prior Year Presentation

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

Series A-1 Preferred Stock

The Company’s Series A-1 Preferred Stock that was issued as part of the Credit and Securities Purchase Transaction becomes 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 Series A-1 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 Unaudited Condensed 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 Other assets, net and Inventory, net on the Company’s Unaudited Condensed Consolidated Balance Sheets and is subsequently recognized in Cost of goods sold in the Unaudited Condensed Consolidated Statement of Operations 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 Other assets, 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 Unaudited Condensed Consolidated Statement of Operations.

Fair Value Option

The Company has elected the option under ASC 825-10, Financial Instruments ("ASC 825"), to measure the Delayed Draw Term Loan (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 Unaudited Condensed 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 Unaudited Condensed Consolidated Statement of Operations.

Recent Accounting Pronouncements

There were no new accounting standards or updates during the six months ended June 30, 2024 that would have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

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Credit and Guaranty Agreement (“Credit Agreement”)

Delayed Draw Term Loan

On June 21, 2024, the Company entered into the following agreements with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (herein after referred to as“Denali”, “Lender”, “Denali Lender”, “Holder”, “Purchaser”). As a result of this transaction, the Lender is deemed a related party. Pursuant to the Credit Agreement, the Lender has agreed to provide a $210,500 secured multi-draw facility to be made in four installments (the “Delayed Draw Term Loan”) 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”). The Initial Draw is included in Notes payable - related party on the Unaudited Condensed Consolidated Balance Sheets and is measured at fair value (pursuant to the fair value option elected by the Company in accordance with ASC 825). See Note 13, Borrowings, for further discussion.

Delayed Draw Term Loan Commitments (“Loan Commitment Assets”)

Pursuant to the terms of the Credit Agreement, Denali has committed to fund to the Company, additional amounts up to $135,500 to be made available to the Company by the Lender in three tranches ($30,000, $65,000 and $40,500 on August 31, 2024, October 31, 2024 and January 31, 2025, respectively), subject to the achievement of certain performance milestones, and subject to terms and conditions set forth in the Credit Agreement. As of June 30, 2024, the Loan Commitment Assets amounted to $76,091 on the Company’s Condensed Consolidated Balance Sheets, which was the fair value on the issuance date.

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”). 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 or unless the Company receives stockholder approval, the Company may 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 “Warrant Conversion Cap”) upon exercise of the Warrant, and is 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 Credit Facility. Prior to stockholder approval, in lieu of receiving such anti-dilution protection, the liquidation value of the Series A-1 Preferred Stock (discussed below) will be proportionately increased to give effect to such anti-dilution protection. Following stockholder approval, the Warrant Conversion Cap increases to 49.9% of the number of shares of Common Stock issued and outstanding as of the applicable measurement date; provided that, following stockholder approval, the holder of the Warrant has the option to amend the Warrant Conversion Cap to any percentage less than 49.9%.

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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 less the SPA Warrant 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

Contingent Warrants

Upon the achievement of performance milestones on dates specified in the Credit Agreement, the Company will receive additional funds and will issue at the option of the Lender, Preferred Stock (Series A-1 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. The Contingent Warrants meet the criteria for liability classification under ASC 480. As such, the Contingent Warrants are included in Warrants liability - related party on the Unaudited Condensed Consolidated Balance Sheets at fair value as of June 30, 2024. The change in fair value of the Contingent warrants is included in Change in fair value of derivatives - related parties on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. 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 Series A-1 Certificate of Designation 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 has 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 541,357 shares, or an aggregate of 31,940,063 shares of Common Stock, subject to adjustment. The Series A-1 Preferred Stock is non-voting and non-convertible into Common Stock. Holders of the Series A-1 Preferred Stock are 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). If stockholder approval of the issuance of additional shares of Common Stock in connection with the SPA Warrant described above is obtained, then the Series A-1 Preferred Stock will become convertible into shares of Series B-1 Preferred Stock.

At any time after the fifth (5th) anniversary of the original issue date (which is the date on which the Series A-1 Certificate of Designation filed with the Secretary of State of Delaware), the outstanding shares of Series A-1 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) A-1 Original Issue Price plus all accrued and unpaid dividends thereon, up to and including the date of redemption and (ii) the number of shares of Common Stock represented by the Series A-1 Liquidation Value (as defined in the Series A-1 Certificate of Designation) 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. Subject to certain excluded issuances (as defined in the Series A-1 Certificate of Designation), the Series A-1 Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock represented by the liquidation preference. Additionally, the Series A-1 Preferred Stock provides that, to the extent any Warrant so requires, the number of shares of Common Stock represented by the Series A-1 Liquidation Value will be increased as set forth in the SPA Warrant.

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The terms of any additional shares of Series A Preferred Stock issued pursuant to the terms of the Credit Agreement and SPA will be substantially similar to the Series A-1 Preferred Stock, but for the number of shares constituting such shares, the original issue price of such series and the liquidation value of such shares. Series A Preferred Stock can only be issued prior to shareholder approval.

As of June 30, 2024, the Series A-1 Preferred Stock is classified as mezzanine equity on the Unaudited Condensed Consolidated Balance Sheets at its redemption value because it is probable of becoming redeemable. The Company recorded accretion of the Series A-1 Preferred Stock, which reduces additional paid-in capital, on the Unaudited Condensed Statements of Shareholders' Equity (Deficit).

Series B-1 Preferred Stock

If stockholder approval of the issuance of additional shares of Common Stock in connection with the SPA warrant described above is obtained, then the Series A-1 Preferred Stock will become convertible into shares of Series B-1. The Series B-1 Preferred Stock will contain substantially similar terms to the Series A-1 Preferred Stock except that each share of Series B-1 Preferred Stock will be convertible into 1,000,000 shares of Common Stock.

As of and for the three and six months ended June 30, 2024, there were no shares of Series B-1 Preferred Stock issued or outstanding.

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 Denali 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. These amounts are included in Gain (loss) on debt extinguishment on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. 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 shall pay to the Atlas Insurers, subject to the terms and conditions of the Insurer Letter Agreement (i) on December 31, 2024, subject to the absence of certain events of default under the Credit Agreement, $3,000 and (ii) on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, $4,000. These amounts are included in Accrued expenses on the Unaudited Condensed Consolidated Balance Sheets.

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The Company primarily earns revenue from sales of its energy storage systems and services including installation, commissioning and extended warranty services. Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows:

			For the Three Months Ended June 30,												For the Six Months Ended June 30,
			2024						2023						2024						2023
Product revenue			$	597					$	249					$	7,097					$	8,924
Service revenue			301						—						402						160
Total revenues			$	898					$	249					$	7,499					$	9,084

For the three months ended June 30, 2024, the Company had one customer that accounted for 87.0% of total revenue; for the six months ended June 30, 2024, we had one customer that accounted for 88.0% of total revenue as the Company focused on the transition to the new manufacturing line.

For the three months ended June 30, 2023, the Company had one customer that accounted for 100.0% of total revenue; for the six months ended June 30, 2023, we had one customer that accounted for 97.8% of 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 Unaudited Condensed Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net.

			June 30, 2024						December 31, 2023
Contract assets			$	12,874					$	8,322
Contract liabilities			$	9,202					$	6,610

The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied but 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.

Contract assets increased by $4,552 during the six months ended June 30, 2024 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities increased by $2,592 during the six months ended June 30, 2024, reflecting $863 of revenue recognized from customers and offset by $3,455 in customer advance payments.

Contract liabilities of $4,814 as of June 30, 2024 are expected to be recognized within the next twelve months and long-term contract liabilities of $4,388 are expected to be recognized as revenue in greater than twelve months. Contract assets of $11,107 as of June 30, 2024 are expected to be recognized within the next twelve months and long-term contract assets of $1,767 are expected to be recognized as accounts receivable in greater than twelve months.

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Remaining Performance Obligations

Restricted cash - current consists of escrow deposits related to U.S. Custom Bonds insurance and escrow deposits related to our credit card program agreements.

Long-term restricted cash as of June 30, 2024 relates to a minimum liquidity requirement in the Credit and Guaranty Agreement. Prior to the first tranche funding, the Company shall not permit liquidity at any time be less than $2,500. Once the first tranche is funded, the minimum liquidity requirement increases to $5,000 and once the Delayed Draw Term Loan is disbursed in full, or the first date any indebtedness is incurred through the DOE LPO, or the Company achieves positive EBITDA, the minimum liquidity requirement increases to $15,000.

Long-term restricted cash as of June 30, 2023 relates to interest that was required to be held in escrow per the Senior Secured Term Loan Agreement in an amount equal to the next four quarterly interest payments owed as of the balance sheet date. In connection with the June 2024 SPA and the Credit Agreement, the Company reached an agreement to payoff and terminate the Senior Secured Term Loan. Accordingly, the restricted cash held in the related escrow account was released (see Note 13, Borrowings and Note 3, Credit Agreement and Securities Purchase Transaction for further discussion).

The following table reconciles reported amounts from the Unaudited Condensed Consolidated Balance Sheets to Cash, Cash Equivalents and Restricted Cash reported within the Unaudited Condensed Consolidated Statements of Cash Flows:

			June 30, 2024						June 30, 2023
Cash and cash equivalents			$	52,454					$	23,243
Restricted cash - current			2,625						3,363
Long-term restricted cash			2,500						11,550
Total cash, cash equivalents and restricted cash			$	57,579					$	38,156

The following table provides information about Inventory balances:

			June 30, 2024						December 31, 2023
Raw materials			$	17,509					$	15,487
Work-in-process			237						1,105
Finished goods			93						478
Total inventory, net			$	17,839					$	17,070

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

			Estimated Useful lives												June 30, 2024						December 31, 2023
Equipment			5 to 10 years												$	49,233					$	20,559
Finance lease			5 years												504						504
Furniture			5 to 10 years												2,243						2,103
Leasehold improvements			Lesser of useful life/ remaining lease												8,302						7,718
Tooling			2 to 3 years												10,654						7,045
Construction in progress (“CIP”)															—						17,958
Total															70,936						55,887
Less: Accumulated depreciation															(20,341)						(18,032)
Total property, plant and equipment, net															$	50,595					$	37,855

Depreciation expense related to property, plant and equipment was $1,349 and $2,444 for the three months ended June 30, 2024 and 2023 and $2,524 and $5,111 for the six months ended June 30, 2024 and 2023, respectively.

The Company recorded a loss from write-down of property, plant and equipment of $271 and $5,436 for the three months ended June 30, 2024 and 2023, and $336 and $6,196 for the six months ended June 30, 2024 and 2023, respectively, mainly due to replacement of equipment, outsourcing of certain production processes and the shift in production from the Gen 2.3 battery system to the Z3™ battery system.

On June 28, 2024, the Company successfully began commercial operations on the first manufacturing line. Accordingly, the assets classified as construction in progress were reclassified to equipment, furniture, leasehold improvements and tooling in the table above. Included in construction in progress prior to the reclassification were capitalized interest costs of $991 and $1,841 for the three and six months ended June 30, 2024, respectively. There were no capitalized interest costs recognized for the three and six months ended June 30, 2023.

Intangible assets include patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. The Company recorded amortization expense of $10 for the three months ended June 30, 2024 and 2023 and $20 for the six months ended June 30, 2024 and 2023, related to patents.

The Company capitalized $146 of costs for internal-use software, including $8 of costs capitalized during the six months ended June 30, 2024. The software has a useful life and is amortized into the results of operations over 3 years. The Company recorded amortization expense of $12 and $10 for the three months ended June 30, 2024 and 2023 and $24 and $20 for the six months ended June 30, 2024 and 2023, respectively, related to software.

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.

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The Company had notes receivable, net, of $847 and $863 outstanding as of June 30, 2024 and December 31, 2023, respectively. These amounts are included in Other assets, net and Other current assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, the allowance for expected credit loss related to the notes receivable amounted to $37 and $2, respectively.

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.

Accrued expenses were as follows:

			June 30, 2024						December 31, 2023
Accrued payroll			$	7,181					$	4,553
Warranty reserve (2)			5,054						6,197
Accrued legal and professional expenses			9,725						10,710
Provision for contract losses			3,624						3,351
Insurance premium payable			—						2,605
Other (1)			9,163						4,916
Total accrued expenses			$	34,747					$	32,332

(1) Included in Other accrued expenses in the table above as of June 30, 2024 is $7,000 payable in accordance with the Insurer Letter Agreement.

See Note 3, Credit and Securities Purchase Transaction for further discussion.

(2) Refer to the table below for the warranty reserve activity for the three and six months ended June 30, 2024.

The following table summarizes warranty reserve activity:

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Warranty reserve - beginning of period			$	5,513					$	3,972					$	6,197					3,836
Additions for current period deliveries			—						41						265						398
Changes in the warranty reserve estimate			(201)						708						(1,150)						708
Warranty costs incurred			(258)						(300)						(258)						(521)
Warranty reserve - end of period			$	5,054					$	4,421					$	5,054					$	4,421

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 PTC, that 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.

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In April 2024, the Department of the Treasury and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) on the transferability of certain energy tax credits, pursuant to Section 6418 of the Internal Revenue Code of 1986, as amended, which was enacted as part of the Inflation Reduction Act of 2022. The Company has reviewed these regulations and believes they do not have a material impact on the financial statements.

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 recorded as the applicable items are produced and sold and the conditions in the preceding paragraph are met.

During the second quarter of 2024, the Company entered into tax credit purchase agreements to sell and transfer all of the PTCs related to the production and sale of battery cells and battery modules produced in calendar years 2023 and in the first quarter of 2024, that were eligible to be claimed on the Company’s tax returns for the related years. The transferred tax credits were sold at 90% of their value and the cash purchase price of the PTCs was $3,430.

Cash was received from the buyer in April and June of 2024, 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 no differences between the recorded fair value of the PTC receivable and the amount of consideration received. Future differences, if any, will be recognized as an adjustment to cost of goods sold.

2021 Convertible Note Payable

In July 2021, the Company issued a convertible note in the aggregate principal amount of $100,000 to Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. (the “2021 Convertible Note”). In connection with the 2021 Convertible Note, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. Refer to Note 13, Borrowings, for additional information.

AFG Convertible Notes

In January 2023, the Company issued and sold $13,750 of 26.5% Convertible Senior PIK Notes due in 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, a Delaware limited liability company managed by Russell Stidolph, a director of the Company (together, the “Purchasers”). 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. Refer to Note 13, Borrowings, for additional information.

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Standby Equity Purchase Agreement

On April 28, 2022, the Company entered into the Standby Equity Purchase Agreement (“SEPA”). Pursuant to the SEPA, the Company had the right, but not the obligation, to sell to Yorkville shares of its common stock at the Company’s request. On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. See Note 13, Borrowings for pre-advance loans in form of convertible promissory notes and Note 19, Shareholders' Deficit for additional information.

Credit and Securities Purchase Transaction

Pursuant to the terms and conditions of Credit and Securities Purchase Transaction, CCM Denali Equity Holdings, LP (“Denali”) is considered a related party as result of such transaction. Refer to Note 3, Credit and Securities Purchase Transaction for detailed discussion.

The Company’s debt obligations at carrying value consist of the following related and third-party borrowings:

									June 30, 2024												December 31, 2023
			Maturity Date						Borrowing Outstanding						Carrying Value*						Borrowing Outstanding						Carrying Value*
2021 Convertible Note Payable			June 2026						$	119,289					$	101,256					$	115,815					$	94,386
Delayed Draw Term Loan (at fair value)			June 2029						75,000						25,893						—						—
AFG Convertible Notes			June 2026						19,738						22,023						17,429						18,139
Notes payable - related party									214,027						149,172						133,244						112,525
Senior Secured Term Loan			March 2026						—						—						100,000						85,624
Equipment financing facility			April 2026						4,114						4,109						5,718						5,710
Total borrowings									218,141						153,281						238,962						203,859
Current portion									3,041						3,041						3,332						3,332
Total borrowings, non-current									$	215,100					$	150,240					$	235,630					$	200,527

*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.

Delayed Draw Term Loan

On June 21, 2024, the Company entered into a Credit Agreement, under which the Lenders committed: (i) a $210,500 secured multi-draw facility (the “Delayed Draw Term Loan”) to be made in four tranches, and (ii) a $105,000 revolving credit facility beginning June 21, 2026, to be made available at the Lenders’ sole discretion and only if the Delayed Draw Term Loan is fully funded on terms and subject to conditions set forth in the Credit Agreement. On June 21, 2024, the Company borrowed an Initial Draw of $75,000 from the Delayed Draw Term Loan facility. The issuance was net of an original issue discount of $3,750. The Company used a portion of the loan proceeds to payoff and terminate all outstanding obligations under the Atlas Credit Agreement. The remaining three tranches may be drawn in the amounts of $30,000, $65,000 and $40,500 on August 31, 2024, October 31, 2024, and January 31, 2025, respectively, upon the Company’s achievement of certain applicable funding milestones. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction.

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Borrowings under the Credit Agreement bear interest at an annual rate equal to 15.0% per annum, subject to the following increases: (i) an additional 5.0% per annum upon the occurrence of an event of default under the Credit Agreement; and (ii) an additional 1.0% - 5.0% per annum for failure to obtain stockholder approval within 90 to 240 days following the signing of the Credit Agreement. The Company’s may elect to add accrued and unpaid interest on the loans to the principal amount of the loans (capitalized interest). Each tranche under the Delayed Draw Term Loan is subject to a 5% 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 June 21, 2027 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 $2,500, prior to the first tranche funding. Once the first tranche is funded, the minimum liquidity requirement increases to $5,000 and once the Delayed Draw Term Loan is disbursed in full, or the first date any indebtedness is incurred through the DOE LPO, or the Company achieves positive EBITDA, the minimum liquidity requirement increases to $15,000.

The facilities are scheduled to mature on the earlier of (i) the date that is five years after the signing of the Credit Agreement and (ii) 91 days prior to the maturity of certain of the Company’s outstanding convertible notes.

Milestones

In the event the Company fails to achieve any milestones on any predetermined tranche date or the one additional milestone measurement date, the Company will not receive the specific tranche unless waived by the Lenders, and will be subject to a penalty represented by an up to 4.0% increase in the applicable percentage at each missed milestone measurement date, which could result in the issuance of additional shares of Preferred Stock or Warrants up to an applicable percentage increase of up to 16.00% for all missed milestones, or up to a 49.0% overall applicable percentage taking into account the 33.0% applicable percentage. If the Company fails to achieve an interim milestone, but then subsequently achieves the final milestone for that particular category, the incremental penalty equity related to that milestone category is returned to the Company.

Debt Covenants

The facilities include various affirmative and negative covenants applicable to the Company including, among others, (i) meeting certain minimum EBITDA and revenue metrics, measured quarterly, and maintaining certain minimums of liquid cash with accounts controlled by the agent, (ii) reporting and information covenants including the delivery of annual, quarterly and monthly financial statements, daily cash reports, annual financial plans and forecasts with weekly progress reports and updates, (iii) monthly meetings with the Lenders and the engagement of advisors and consultants requested by the Lenders, and (iv) restrictions on business and activities including debt incurrence, asset dispositions, distributions, investments, and modifications to or terminations of various material contracts. 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 nor 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, judgement 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 was in compliance with these covenants as of June 30, 2024.

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The Company elected the fair value option to account for the Delayed Draw Term Note for operational ease. 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 Initial Draw fair value was $25,653 at issuance and $25,893 at June 30, 2024, for which a loss of $240 was recognized for the three and six months ended on June 30, 2024 in Change in fair value of debt - related party on the Unaudited Condensed Consolidated Statements of Operations. The Company did not separately report interest expense attributable to the Delayed Draw Term Loan because such interest was included in the determination of the fair value of the Note. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value the Delayed Draw Term Loan at issuance and at June 30, 2024.

2021 Convertible Note 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, Inc. The investment agreement provides for the issuance and sale to Koch Industries of the 2021 Convertible Note in the aggregate principal amount of $100,000.

The 2021 Convertible Note contains an embedded derivative feature, which is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of June 30, 2024 and December 31, 2023.

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

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Contractual interest expense			$	1,737					$	1,637					$	3,474					$	3,274
Amortization of debt discount			1,588						1,250						3,119						2,457
Amortization of debt issuance costs			154						122						302						239
Total			$	3,479					$	3,009					$	6,895					$	5,970

The balances for the 2021 Convertible Note are as follows:

			June 30, 2024						December 31, 2023
Principal			$	119,289					$	115,815
Unamortized debt discount			(16,493)						(19,612)
Unamortized debt issuance costs			(1,593)						(1,895)
Embedded conversion feature			53						78
Aggregate carrying value			$	101,256					$	94,386

The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Note in-kind on a semi-annual basis, in accordance with the terms under the Delayed Draw Term Loan. Therefore, for the semi-annual period ended June 30, 2024 and December 31, 2023, interest payable attributable for the 2021 Convertible Notes that was paid in kind, capitalized and added to the principal amount of the 2021 Convertible Notes was $3,474 and $3,373, respectively.

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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. The AFG Convertible Notes bear interest at a rate of 26.5% per annum, which is entirely paid-in-kind (“PIK Interest”) semi-annually in arrears on June 30 and December 30. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase. 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 has the right to settle conversions in shares of common stock, cash, or any combination thereof.

The Conversion Option includes an exercise contingency, which requires the Company to obtain stockholder approval for conversions subject to the Exchange Cap. If stockholder approval of the issuance of additional shares of Common Stock is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of stockholder 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 is 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The embedded derivative is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. The fair value of the embedded derivative was $5,361 and $4,345 as of June 30, 2024 and December 31, 2023, respectively.

The fair value of the AFG Convertible Notes at issuance was $16,623, which was greater than the proceeds received. The Company recorded the difference of $2,873 as interest expense for the six months ended June 30, 2023 on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss.

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

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Contractual interest expense			$	1,154					$	860					$	2,309					$	1,639
Amortization of debt discount			218						210						436						358
Amortization of issuance costs			61						59						123						101
Total			$	1,433					$	1,129					$	2,868					$	2,098

The balances for the AFG Convertible Notes are as follows:

			June 30, 2024						December 31, 2023
Principal			$	19,738					$	17,429
Unamortized debt discount			(2,399)						(2,835)
Unamortized debt issuance costs			(677)						(800)
Embedded conversion feature			5,361						4,345
Aggregate carrying value			$	22,023					$	18,139

The Company is 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. Therefore, for the semi-annual period ended June 30, 2024 and December 31, 2023, interest payable attributable to the AFG Convertible Notes that was paid in kind, capitalized and added to the principal amount of the AFG Convertible Note was $2,309 and $2,039, respectively.

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Senior Secured Term Loan

On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC, as administrative agent for the 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 Note of June 30, 2026.

The outstanding principal balance of the Senior Secured Term Loan bears 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 Prime Lending Rate, (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement is 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 accrues at a variable interest rate and interest payments are due quarterly.

Additionally, interest was required to be escrowed based on the principle outstanding. This amount was $11,755 at December 31, 2023. This escrowed and restricted cash was presented on a separate line item on the Unaudited Condensed Consolidated Balance Sheets as Long-term restricted cash. The agreements also contained customary affirmative and negative covenants. The Company was in compliance with all covenants prior to and at the time of the loan termination, as discussed below.

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, 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 shall pay to the Atlas Insurers (i) on December 31, 2024, subject to the absence of certain events of default under the Credit Agreement, $3,000 and (ii) on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, $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 Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and six months ended June 30, 2024.

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

The following table summarizes interest expense recognized:

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Contractual interest expense			$	3,174					$	3,453					$	6,858					$	6,826
Amortization of debt discount			109						99						224						192
Amortization of debt issuance costs			963						873						1,980						1,695
Total			$	4,246					$	4,425					$	9,062					$	8,713

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The Senior Secured Term Loan balances are as follows:

									December 31, 2023
Principal									$	100,000
Unamortized debt discount									(1,459)
Unamortized debt issuance costs									(12,917)
Aggregate carrying value									$	85,624

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 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. The Company has drawn a portion of the facility as follows:

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 June 30, 2024 and December 31, 2023, total equipment financing carrying value was $4,109 and $5,710, respectively of which $3,041 and $3,332 are recorded as a current liability on the Unaudited Condensed Consolidated Balance Sheets, respectively. Interest expense attributable to the equipment financing agreement was $178 and $387 for the three and six months ended June 30, 2024, respectively. Interest expense attributable to the equipment financing agreement was $292 and $609 for the three and six months ended June 30, 2023, respectively.

Yorkville Convertible Promissory Notes - Related Party

In December 2022, February 2023, March of 2023, and April 2023, the Company issued convertible promissory notes with an aggregate principal amount of $37,000 in a private placement to Yorkville under the second and third supplemental agreements to the SEPA. The fair values of the convertible promissory notes at issuance were greater than the proceeds received. Accordingly, the Company recorded the excess of fair value of these promissory notes over the proceeds as Interest expense - related party in the amount of $10,620 and $17,572, for the three and six months ended June 30, 2023, respectively, which is reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

During the first half of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 22,947,029 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the outstanding convertible promissory notes. The Company recognized a loss on debt extinguishment from the issuance of common stock from the outstanding convertible promissory notes of $1,876 and $3,510 for the three and six months ended June 30, 2023, which is reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss.

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The conversion feature for each of the convertible promissory notes did not qualify for the scope exception to derivative accounting, therefore the conversion option was bifurcated from each convertible promissory note. The bifurcated derivatives were recorded at their initial fair value on the date of issuance and subject to remeasurement at the debt extinguishment date, with changes in fair value recognized as a realized gain or loss in the Unaudited Condensed Consolidated Statements of Operations. Net gains of $8,818 and $6,922 were recognized for the three and six months ended June 30, 2023.

As of December 31, 2023, there were no outstanding Yorkville convertible promissory notes.

The amount of warrants outstanding and fair value for all warrants as of June 30, 2024 and December 31, 2023 are as follows:

			June 30, 2024												December 31, 2023
			Number of Warrants Outstanding						Fair Value						Number of Warrants Outstanding						Fair Value
Warrants liability
IPO warrants			274,400						$	52					274,400						$	55
April 2023 warrants			16,000,000						7,368						16,000,000						6,276
May 2023 warrants			3,601,980						1,818						3,601,980						1,544
December 2023 warrants			34,482,759						23,264						34,482,759						19,586
Total			54,359,139						$	32,502					54,359,139						$	27,461
Warrants liability - related party
SPA Warrant			1						49,032						—						—
Contingent warrants(a)			—						92,264						—						—
Total			1						$	141,296					—						$	—

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

Warrants liability

The Company issued private placement warrants to B. Riley Financial, Inc. in conjunction with its initial public offering 2020 (“IPO 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. 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 warrants” and “May 2023 warrants”, respectively).

In December 2023, the Company issued in a combined public offering 34,482,759 shares of common stock and 34,482,759 accompanying common warrants to purchase shares of common stock (the "December 2023 warrants").

The IPO, April, May, and December 2023 Warrants are classified as Warrant liability on the Unaudited Condensed Consolidated Balance Sheets. The change in fair value of the IPO, April, May, and December 2023 Warrants is presented as Change in fair value of warrants on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 15, Fair Value Measurements for further information.

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Warrants liability- related party

SPA Warrant

At closing of the SPA with CCM Denali Equity Holdings, LP (the “Purchaser”), 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. Prior to stockholder approval, the Company may 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. The warrant provides for certain anti-dilution adjustments. After stockholder approval, the Warrant Conversion Cap increases 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 will receive additional funds under the Credit Agreement and will issue 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 at such time the Delayed Draw Term Loan is fully drawn. Although these contingent warrants are not issued or exercisable until additional draws occur, they meet the definition of a derivative and are recognized at fair value with changes in fair value reported in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Accounting standards establish a 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.

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments.

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The following tables set forth the Company's financial liabilities measured at fair values based on the fair value hierarchy, as described above. These should also be read with Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

			June 30, 2024																		December 31, 2023
			Level 1						Level 2						Level 3						Level 1						Level 2						Level 3
Liabilities
SPA Warrant (a)			$	—					$	—					$	49,032					$	—					$	—					$	—
Contingent warrants (a)			$	—					$	—					$	92,264					$	—					$	—					$	—
IPO, April, May and December 2023 Warrants (b)			$	—					$	52					$	32,450					$	—					$	55					$	27,406
Delayed Draw Term Loan			$	—					$	—					$	25,893					$	—					$	—					$	—
Embedded derivatives			$	—					$	—					$	5,414					$	—					$	—					$	4,423
Total liabilities			—						$	52					$	205,053					$	—					$	55					$	31,829

(a) Included in Warrants liability - Related party on the Unaudited Condensed 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 Unaudited

Condensed Consolidated Balance Sheets.

Each of the following recurring level 2 and level 3 instruments’ valuation model used to determine fair value is disclosed in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2023.

IPO Warrants

The IPO warrants 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 December 2023 warrants all are valued 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 is a significant unobservable input classified as Level 3 of the fair value hierarchy.

Embedded derivatives

The Company estimated the fair value of the embedded conversion features in the 2021 Convertible Note and the AFG Convertible Notes using a binomial lattice model at inception and on subsequent measurement dates. This model incorporates significant inputs such as the stock price of the Company, dividend yield, risk-free interest rate, debt yield and expected volatility. The volatility and debt yield are significant unobservable inputs classified as Level 3 of the fair value hierarchy.

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 calculated using the discounted cash flow model. They will not be subsequently remeasured at fair value.

The following instruments , which were subsequently measured at fair value were recognized at fair value as of June 21, 2024 (see Note 3, Credit and Securities Purchase Transaction):

•Delayed Draw Term Loan

•SPA Warrant

•Contingent Warrants

The fair value 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 underlying shares of 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 and an allowance for certain redemption features 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 are unregistered.

The fair value 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						June 21, 2024						June 30, 2024
Debt yield						47.5		%				47.5		%
Contingent Warrants- all tranches						June 21, 2024						June 30, 2024
Milestones achievement expectations						Very high probability						Very high probability
Volatility						70.0		%				70.0		%
SPA Warrant						June 21, 2024						June 30, 2024
Discount for lack of marketability (“DLOM”)						10.0		%				10.0		%

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Level 3 Rollforward for Liabilities Measured at Fair Value on a Recurring Basis

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

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Delayed Draw Term Loan
Balance at beginning of the period			$	—					$	—					$	—					$	—
Additions			25,653						—						25,653						—
Change in fair value of Term Loan			240						—						240						—
Balance at end of the period			$	25,893					$	—					$	25,893					$	—
SPA Warrant and Contingent Warrants
Balance at beginning of the period			$	—					$	—					$	—					$	—
Additions			95,094						—						95,094						—
Change in fair value of warrants			46,202						—						46,202						—
Balance at end of the period			$	141,296					$	—					$	141,296					$	—
April, May, and December 2023 Warrants
Balance at beginning of the period			$	24,512					$	—					$	27,406					$	—
Additions			—						29,553						—						29,553
Change in fair value of warrants			7,938						27,352						5,044						27,352
Balance at end of the period			$	32,450					$	56,905					$	32,450					$	56,905

Embedded derivatives
Balance at beginning of the period			$	3,889					$	21,255					$	4,423					$	1,945
Additions			—						15,820						—						42,191
Change in fair value of derivatives - related parties1			1,525						5,692						991						(1,369)
Balance at end of the period			$	5,414					$	42,767					$	5,414					$	42,767

1 Includes loss on debt extinguishment from Yorkville Promissory Note Conversions for the three and six months ended June 30, 2023.

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

			June 30, 2024												December 31, 2023
			Carrying Value						Fair Value						Carrying Value						Fair Value
Notes receivable			$	847					$	705					$	863					$	719
Loan commitment assets			76,091						76,217						—						—
2021 Convertible Note*			101,256						61,764						94,386						57,998
Senior Secured Term Loan			—						—						85,624						61,360
AFG Convertible Notes*			22,023						20,285						18,139						18,352
Equipment financing facility			4,109						3,499						5,710						4,826
Series A-1 Preferred Stock			40,117						38,167						—						—
Total			$	244,443					$	200,637					$	204,722					$	143,255

*Includes the embedded derivative liabilities.

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For amounts related to commitments related to future payments, including leases, see Item 2- Management’s Discussion and Analysis- Contractual Obligations.

Minimum Volume Commitment

In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party that provides services to process certain raw materials. Any purchase order issued under this supply agreement will be non-cancellable. If the Company fails to order the guaranteed minimum volume defined in the contract at the end of the term, the Company will be required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. The Company is currently negotiating an extension to the agreement, and therefore, believes it is probable that they will meet the guaranteed minimum purchase volume requirements described above under the amended terms.

Legal Proceedings

Class Action Complaints

On March 8, 2023, a class action lawsuit was filed in the Court of Chancery of the State of Delaware by plaintiff Richard Delman against certain defendants including the Company’s former directors (the “Delman Defendants”). Neither the Company nor Eos Energy Storage LLC were named as a defendant but each was identified in the Complaint as a relevant non-party and the Company has indemnification obligations relating to the lawsuit. On February 1, 2024, the parties agreed to a binding Settlement Term Sheet (the “Settlement”) whereby plaintiff agreed to resolve the lawsuit in exchange for a settlement payment of $8,500, to be fully funded by the Company’s Directors and Officers (“D&O”) liability insurance policies subject to a retention by the Company of approximately $1,000 consisting of the Company’s payment of legal fees related to this matter. On June 1, 2024, the parties submitted to the Court of Chancery a definitive Stipulation and Agreement of Settlement, Compromise, and Release, and related documents, and on July 1, 2024, the Court of Chancery entered a scheduling order with a hearing on the proposed Settlement scheduled for October 17, 2024.

On August 1, 2023, a class action lawsuit was filed in the United States District Court of New Jersey by plaintiff William Houck against the Company, the Company’s Chief Executive Officer, its former Chief Financial Officer and its current Chief Financial Officer (with the Company, the “Houck Defendants”). The Complaint alleges that the defendants violated federal securities laws by making knowingly false or misleading statements about the Company’s contractual relationship with a customer and about the size of the Company’s order backlog and commercial pipeline. Defendants deny the allegations and, on February 13, 2024, moved to dismiss the Complaint. On March 5, 2024, plaintiff filed an amended complaint that dropped the Company’s former Chief Financial Officer as a defendant. On April 4, 2024, defendants filed a renewed motion to dismiss the lawsuit. The Company intends to continue to vigorously defend against this action.

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

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Stock options			$	90					$	239					$	264					$	979
Restricted stock units			1,767						2,065						4,534						4,688
Total			$	1,857					$	2,304					$	4,798					$	5,667

The stock compensation expense has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses.

---

Income tax expense was $8 and $2 for the three months ended June 30, 2024 and 2023, and $33 and $12 for the six months ended June 30, 2024 and 2023 respectively, related to state margin taxes and taxable earnings from foreign operations. The income tax expense differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes. This is due to non-taxable income, foreign operations and pre-tax losses for which no tax benefit can be recognized for U.S. income tax purposes.

The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items are not included in the estimation of the annual effective tax rate; instead, these items and their related income tax expense are separately stated in the interim period in which they occur. The quarterly estimate of the annual effective tax rate and related tax expense is subject to variation due to a multitude of factors, including, but are not limited to, the inability to accurately predict the Company’s pre-tax and taxable income and loss.

At each balance sheet date, management assesses the likelihood that the Company will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that the Company will be able to utilize its U.S. deferred tax assets at June 30, 2024 and December 31, 2023 due to cumulative losses. Therefore, the Company has a valuation allowance against its net U.S. deferred tax assets.

As of June 30, 2024 and December 31, 2023, the Company has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations. The Company is not currently under examination by any taxing jurisdiction and none of the uncertain tax positions are expected to reverse within the next 12 months.

Preferred Stock

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. At June 30, 2024 and December 31, 2023, 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 as of June 30, 2024. The holders of the Company’s common stock are entitled to one vote for each share held. At June 30, 2024 and December 31, 2023, there were 216,491,215 and 199,133,827 shares of common stock issued and outstanding, respectively.

Treasury Stock

The Company recorded treasury stock of $43 and $106 for the three months ended June 30, 2024 and 2023 and $351 and $451 for the six months ended June 30, 2024 and 2023, respectively, for shares withheld from employees to cover the payroll tax liability of RSUs vested. The treasury stock was immediately retired.

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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. There were no Public Warrants exercised during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, there were 7,052,254 public warrants outstanding for both periods.

Standby Equity Purchase Agreement

During the six months ended June 30, 2023, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville convertible promissory notes, were $35,550. During the six months ended June 30, 2023, total shares issued under the SEPA were 23,630,937.

On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the SEPA. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the SEPA.

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 three months ended June 30, 2024, the Company sold 9,387,541 shares raising proceeds of $6,882, net of fees paid to Cowen, at an average selling price of $0.76 per share. During the six months ended June 30, 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. There were no shares issued under the ATM offering program for the three and six months ended June 30, 2023.

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. However, management has elected to recognize changes in the redemption value of the Series A-1 Preferred Stock. At each balance sheet date, the redemption value of the Series A-1 Preferred Stock will be calculated, and if the redemption value is greater than the carrying value, the carrying value will be accreted to the redemption value. The accretion 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 three and six months ended June 30, 2024 and 2023, 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 three and six months ended June 30, 2024 and 2023.

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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 periods presented:

			Three and Six Months Ended June 30,
			2024						2023
Stock options and restricted stock units			8,601,639						6,279,623
Warrants			104,687,587						26,928,634
Convertible Notes			17,782,644						14,836,450

The following table provides information about Other expense:

			Three Months Ended June 30,												Six Months Ended June 30,
			2024						2023						2024						2023
Financing issuance costs			$	(3,264)					$	(863)					$	(3,264)					$	(863)
Other			(6)						(15)						130						(32)
Total			$	(3,270)					$	(878)					$	(3,134)					$	(895)

The Company has evaluated subsequent events through the issuance date of these financial statements. No material subsequent events were identified that require disclosure.

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v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39291
Entity Registrant Name	EOS ENERGY ENTERPRISES, INC.
Entity Incorporation, State or Country Code	DE
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
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		216,708,398
Entity Central Index Key	0001805077
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	EOSE
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of common stock
Trading Symbol	EOSEW
Security Exchange Name	NASDAQ

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 52,454	$ 69,473
Restricted cash	2,625	3,439
Loan commitment assets	76,091	0
Accounts receivable, net	4,561	3,387
Inventory, net	17,839	17,070
Vendor deposits	5,458	7,161
Contract assets, current	11,107	6,386
Prepaid expenses	1,288	1,082
Grant receivable	1,493	3,256
Other receivables	7,500	7,500
Other current assets	3,130	3,577
Total current assets	183,546	122,331
Property, plant and equipment, net	50,595	37,855
Intangible assets, net	260	295
Goodwill	4,331	4,331
Operating lease right-of-use asset, net	3,425	4,033
Long-term restricted cash	2,500	11,755
Other assets, net	4,119	5,892
Total assets	248,776	186,492
Current liabilities:
Accounts payable	24,112	20,540
Accrued expenses	34,747	32,332
Operating lease liability, current	1,657	1,496
Long-term debt, current	3,041	3,332
Contract liabilities, current	4,814	3,070
Other current liabilities	117	100
Total current liabilities	68,488	60,870
Long-term liabilities:
Operating lease liability	2,478	3,350
Long-term debt	1,068	88,002
Notes payable - related party	149,172	112,525
Contract liabilities, long-term	4,388	3,540
Other liabilities	86	1,544
Total long-term liabilities	330,990	236,422
Total liabilities	399,478	297,292
COMMITMENTS AND CONTINGENCIES (NOTE 16)
Series A-1 Preferred Stock, $0.0001 par value, 59 shares authorized, 59 shares issued and outstanding	40,117	0
SHAREHOLDERS' DEFICIT
Common stock, $0.0001 par value, 600,000,000 shares authorized, 216,491,215 and 199,133,827 shares outstanding on June 30, 2024 and December 31, 2023, respectively	23	21
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, no shares outstanding on June 30, 2024 and December 31, 2023	0	0
Additional paid in capital	759,881	765,018
Accumulated deficit	(950,726)	(875,846)
Accumulated other comprehensive income	3	7
Total shareholders' deficit	(190,819)	(110,800)
Total liabilities, preferred stock and shareholders' deficit	248,776	186,492
Nonrelated Party
Long-term liabilities:
Warrants liability	32,502	27,461
Related Party
Long-term liabilities:
Warrants liability	$ 141,296	$ 0

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Temporary Equity [Line Items]
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)	216,491,215	199,133,827
Common stock, shares outstanding (in shares)	216,491,215	199,133,827
Preferred stock issued per unit (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Series A-1 Preferred Stock
Temporary Equity [Line Items]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	59	59
Preferred stock, shares issued (in shares)	59	59
Preferred stock, shares outstanding (in shares)	59	59

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Total revenue	$ 898	$ 249	$ 7,499	$ 9,084
Costs and expenses
Cost of goods sold	14,121	11,246	42,350	38,186
Research and development expenses	4,250	5,026	9,450	10,471
Selling, general and administrative expenses	11,293	13,138	25,535	27,093
Loss from write-down of property, plant and equipment	271	5,436	336	6,196
Total costs and expenses	29,935	34,846	77,671	81,946
Operating loss	(29,037)	(34,597)	(70,172)	(72,862)
Other (expense) income
Change in fair value of debt - related party	(240)	0	(240)	0
Change in fair value of warrants	(7,941)	(59,207)	(5,041)	(59,363)
Change in fair value of derivatives - related parties			(47,193)	(28,360)
Gain (loss) on debt extinguishment	68,478	(1,876)	68,478	(3,510)
Other expense	(3,270)	(878)	(3,134)	(895)
Loss before income taxes	(28,164)	(131,628)	(74,847)	(203,218)
Income tax expense	8	2	33	12
Net loss attributable to shareholders	(28,172)	(131,630)	(74,880)	(203,230)
Accretion of Series A-1 Preferred Stock	(23,671)	0	(23,671)	0
Net loss attributable to common shareholders	(51,843)	(131,630)	(98,551)	(203,230)
Net loss attributable to common shareholders	(51,843)	(131,630)	(98,551)	(203,230)
Other comprehensive income (loss)
Foreign currency translation adjustment, net of tax	1	2	(4)	3
Comprehensive loss attributable to common shareholders	$ (51,842)	$ (131,628)	$ (98,555)	$ (203,227)
Basic and diluted loss per share attributable to common shareholders
Basic (in dollars per share)	$ (0.25)	$ (1.12)	$ (0.48)	$ (1.99)
Diluted (in dollars per share)	$ (0.25)	$ (1.12)	$ (0.48)	$ (1.99)
Weighted average shares of common stock
Basic (in shares)	211,137,189	117,320,802	206,225,126	102,106,041
Diluted (in shares)	211,137,189	117,320,802	206,225,126	102,106,041
Nonrelated Party
Other (expense) income
Interest expense, net	$ (3,515)	$ (4,886)	$ (7,782)	$ (9,715)
Related Party
Other (expense) income
Interest expense, net	(4,912)	(14,758)	(9,763)	(28,513)
Change in fair value of derivatives - related parties	$ (47,727)	$ (15,426)	$ (47,193)	$ (28,360)

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid in capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balances (in shares) at Dec. 31, 2022		82,653,781
Beginning balances at Dec. 31, 2022	$ (132,711)	$ 9	$ 513,614	$ 6	$ (646,340)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	5,667		5,667
Exercise of stock options (in shares)		200,000
Exercise of stock options	268		268
Release of restricted stock units (in shares)		1,513,333
Cancellation of shares used to settle payroll tax withholding (in shares)		(290,071)
Cancellation of shares used to settle payroll tax withholding	(451)		(451)
Issuance of common stock (in shares)		43,232,917
Issuance of common stock	100,913	$ 5	100,908
Foreign currency translation adjustment	3			3
Net loss	(203,230)				(203,230)
Ending balances (in shares) at Jun. 30, 2023		127,309,960
Ending balances at Jun. 30, 2023	(229,541)	$ 14	620,006	9	(849,570)
Beginning balances (in shares) at Mar. 31, 2023		95,222,670
Beginning balances at Mar. 31, 2023	(175,597)	$ 10	542,326	7	(717,940)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	2,304		2,304
Exercise of stock options (in shares)		200,000
Exercise of stock options	268		268
Release of restricted stock units (in shares)		598,127
Cancellation of shares used to settle payroll tax withholding (in shares)		(43,354)
Cancellation of shares used to settle payroll tax withholding	(106)		(106)
Issuance of common stock (in shares)		31,332,517
Issuance of common stock	75,218	$ 4	75,214
Foreign currency translation adjustment	2			2
Net loss	(131,630)				(131,630)
Ending balances (in shares) at Jun. 30, 2023		127,309,960
Ending balances at Jun. 30, 2023	$ (229,541)	$ 14	620,006	9	(849,570)
Beginning balances (in shares) at Dec. 31, 2023	199,133,827	199,133,827
Beginning balances at Dec. 31, 2023	$ (110,800)	$ 21	765,018	7	(875,846)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	4,798		4,798
Release of restricted stock units (in shares)		1,028,191
Cancellation of shares used to settle payroll tax withholding (in shares)		(298,326)
Cancellation of shares used to settle payroll tax withholding	(351)		(351)
Issuance of common stock (in shares)		16,627,523
Issuance of common stock	14,089	$ 2	14,087
Series A-1 Preferred Stock accretion to redemption value	(23,671)		(23,671)
Foreign currency translation adjustment	(4)			(4)
Net loss	$ (74,880)				(74,880)
Ending balances (in shares) at Jun. 30, 2024	216,491,215	216,491,215
Ending balances at Jun. 30, 2024	$ (190,819)	$ 23	759,881	3	(950,726)
Beginning balances (in shares) at Mar. 31, 2024		206,779,447
Beginning balances at Mar. 31, 2024	(147,673)	$ 22	774,857	2	(922,554)
Increase (decrease) in stockholders' equity [Roll Forward]
Stock-based compensation	1,857		1,857
Release of restricted stock units (in shares)		370,586
Cancellation of shares used to settle payroll tax withholding (in shares)		(46,359)
Cancellation of shares used to settle payroll tax withholding	(43)		(43)
Issuance of common stock (in shares)		9,387,541
Issuance of common stock	6,882	$ 1	6,881
Series A-1 Preferred Stock accretion to redemption value	(23,671)		(23,671)
Foreign currency translation adjustment	1			1
Net loss	$ (28,172)				(28,172)
Ending balances (in shares) at Jun. 30, 2024	216,491,215	216,491,215
Ending balances at Jun. 30, 2024	$ (190,819)	$ 23	$ 759,881	$ 3	$ (950,726)

v3.24.2.u1

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss attributable to shareholders	$ (74,880)	$ (203,230)
Adjustment to reconcile net loss to net cash used in operating activities
Stock-based compensation	4,798	5,667
Depreciation and amortization	2,568	5,151
(Gain) loss on debt extinguishment	(68,478)	3,510
Loss from write-down of property, plant and equipment	336	6,196
Amortization of right-of-use assets	608	481
Change in fair value of debt - related party	240	0
Change in fair value of warrants	5,041	59,363
Change in fair value of derivatives - related parties	47,193	28,360
Other	3,264	640
Changes in operating assets and liabilities:
Prepaid expenses	(206)	939
Inventory	(769)	6,630
Accounts receivable	(1,174)	155
Vendor deposits	837	(5,423)
Contract assets	(4,552)	(106)
Grant receivable	1,763	(826)
Accounts payable	543	(16,196)
Accrued expenses	(1,977)	5,184
Operating lease liabilities	(711)	(540)
Contract liabilities	2,592	(1,471)
Other	2,053	(1,030)
Net cash used in operating activities	(66,807)	(75,582)
Cash flows from investing activities
Purchases of intangible assets	(8)	0
Purchases of property, plant and equipment	(10,291)	(10,100)
Net cash used in investing activities	(10,299)	(10,100)
Cash flows from financing activities
Principal payments on finance lease obligations	(4)	(15)
Proceeds from exercise of options	0	355
Proceeds from issuance of convertible notes - related party	0	48,050
Proceeds from Credit and Securities Purchase Transaction	70,075	0
Payment of equity issuance costs	0	(2,080)
Repayment of equipment financing facility	(1,601)	(1,381)
Proceeds from issuance of common stock	14,089	0
Proceeds from issuance of common stock and warrants - related party	0	49,250
Repurchase of shares from employees for income tax withholding purposes	(351)	(451)
Net cash provided by financing activities	50,024	92,612
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(6)	3
Net decrease in cash, cash equivalents and restricted cash	(27,088)	6,933
Cash, cash equivalents and restricted cash, beginning of the period	84,667	31,223
Cash, cash equivalents and restricted cash, end of the period	57,579	38,156
Non-cash investing and financing activities
Accrued and unpaid capital expenditures	3,578	0
Issuance of convertible notes for interest paid in kind	5,783	4,915
Right-of-use operating lease assets in exchange for lease liabilities	0	363
Issuance of common stock upon settlement of Yorkville convertible notes	0	51,023
Accrued and unpaid capitalized internal-use software	0	130
Supplemental disclosures
Cash paid for interest	4,131	7,434
Nonrelated Party
Adjustment to reconcile net loss to net cash used in operating activities
Non-cash interest expense	5,117	2,469
Cash flows from financing activities
Payoff of Senior Secured Term Loan	(19,946)	0
Related Party
Adjustment to reconcile net loss to net cash used in operating activities
Non-cash interest expense	8,987	28,495
Change in fair value of derivatives - related parties	47,193	28,360
Cash flows from financing activities
Payment of debt issuance costs - related party	$ (12,238)	$ (1,116)

v3.24.2.u1

Overview	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview	Overview Nature of Operations 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. Liquidity and Going Concern As a growth company in the early commercialization stage of its lifecycle, Eos is subject to inherent risks and uncertainties associated with the development of an enterprise. In this regard, substantially all of the Company’s efforts to date have been devoted to the development and manufacturing of battery energy storage systems and complimentary products and services, recruitment of management and technical staff, deployment of capital to expand the Company’s operations to meet customer demand and raising capital to fund the Company’s development. However, as a result of these efforts, the Company has incurred significant losses and negative cash flows from operations since its inception and expects to continue to incur such losses and negative cash flows for the foreseeable future until such time that the Company can reach a scale of profitability to sustain its operations. In order to execute its development strategy, the Company has historically relied on outside capital through the issuance of equity, debt and borrowings under financing arrangements (collectively “outside capital”) to fund its cost structure. While the Company believes its recent entry into new credit facilities as discussed below has significantly improved its capital position and provides a path to sustainable operations and profitability, there can be no assurance the Company will be able to achieve such profitability or do so in a manner that does not require additional outside capital. Moreover, while the Company has historically been successful in raising outside capital, there can be no assurance the Company will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to the Company, should it be needed. As discussed in Note 3, Credit and Securities Purchase Transaction, 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, (the “Lender”, also acting as administrative and collateral agent) to provide: 1.a secured multi-draw facility in an aggregate principal amount of $210,500 (the “Delayed Draw Term Loan”) to be made in four installments ($75,000, the Initial Draw which was funded on June 21, 2024, and the remaining three tranches which may be drawn in the amounts of $30,000, $65,000 and $40,500 on August 31, 2024, October 31, 2024, and January 31, 2025, respectively, upon the Company’s achievement of certain applicable funding milestones), and 2.a $105,000 revolving credit facility available to be drawn by the Company beginning June 21, 2026 at the Lender’s sole discretion and only after the Delayed Draw Term Loan is fully funded. In addition, Eos utilized a portion of the proceeds of the Delayed Draw Term Loan to extinguish its existing $100,000 Senior Secured Term Loan, resulting in a gain on debt extinguishment in the amount of $68,478. As of the date the accompanying Unaudited Condensed Consolidated Financial Statements were issued (the “issuance date”), management evaluated the significance of the following negative financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern: •Since its inception, the Company has incurred significant losses and negative cash from operations in order to fund its development. During the six months ended June 30, 2024, the Company incurred a net loss of $74,880, incurred negative cash flows from operations of $66,807 and had an accumulated deficit of $950,726 as of June 30, 2024. •As of June 30, 2024, the Company had $52,454 of unrestricted cash and cash equivalents available to fund the Company’s operations and working capital of $115,058,which includes loan commitment assets of $76,091 classified as current assets on the Unaudited Condensed Consolidated Balance Sheets. •Additionally, the Company continues to progress through the Department of Energy (DOE) Loan Programs Office’s (LPO) process for its Title XVII loan. In August 2023, the DOE issued a conditional commitment letter to the Company for a loan of an aggregate principal amount of up to $398,600 through the DOE’s Clean Energy Financing Program. Certain technical, legal and financial conditions must be met and due diligence to the satisfaction of the DOE must be completed before the DOE enters into definitive financing documents with the Company and funds the loan. The Company continues to work with the DOE to meet these conditions and close the loan, however, there can be no assurance that the Company will be able to secure such a loan or on terms that are acceptable to the Company. •The Company is required to remain in compliance with certain quarterly financial covenants under its Credit Agreement. These financial covenants include (a) minimum EBITDA, (b) Revenue, and (c) a Liquidity covenant (collectively, the “financial covenants”). While the Company was in compliance with these covenants as of June 30, 2024, the Company may be unable to remain in compliance with these covenants as of September 30, 2024, and thereafter, absent the Company’s ability to draw under the Delayed Draw Term Loan or secure a waiver from the Lender. In the event the Company is unable to remain in compliance with the financial covenants and the other nonfinancial covenants required by Credit Agreement and the Company is further unable to cure such noncompliance or secure a waiver, the Lender may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among other things, entering into a forbearance agreement with the Company and/or asserting its rights in the Company’s assets securing the loan. Moreover, the Company’s other lenders may exercise similar rights and remedies under the cross-default provisions of their respective borrowing arrangements with the Company. •In the event the Company does not achieve the funding milestones, the Lender chooses not to continue funding, and the Company’s ongoing efforts to raise additional outside capital prove unsuccessful, the Company will be unable to meet its obligations as they become due over the next twelve months beyond the issuance date. In such an event, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment in the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors and/or allowing the Company to become insolvent.

v3.24.2.u1

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its 100% owned, direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the Unaudited Condensed Consolidated Financial Statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2023 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year. 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. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Series A-1 Preferred Stock The Company’s Series A-1 Preferred Stock that was issued as part of the Credit and Securities Purchase Transaction becomes 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 Series A-1 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 Unaudited Condensed 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 Other assets, net and Inventory, net on the Company’s Unaudited Condensed Consolidated Balance Sheets and is subsequently recognized in Cost of goods sold in the Unaudited Condensed Consolidated Statement of Operations 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 Other assets, 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 Unaudited Condensed Consolidated Statement of Operations. Fair Value Option The Company has elected the option under ASC 825-10, Financial Instruments ("ASC 825"), to measure the Delayed Draw Term Loan (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 Unaudited Condensed 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 Unaudited Condensed Consolidated Statement of Operations. Recent Accounting Pronouncements There were no new accounting standards or updates during the six months ended June 30, 2024 that would have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

v3.24.2.u1

Credit and Securities Purchase Transaction	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Credit and Securities Purchase Transaction	Credit and Securities Purchase Transaction Credit and Guaranty Agreement (“Credit Agreement”) Delayed Draw Term Loan On June 21, 2024, the Company entered into the following agreements with CCM Denali Debt Holdings, LP, an affiliate of Cerberus Capital Management LP (herein after referred to as“Denali”, “Lender”, “Denali Lender”, “Holder”, “Purchaser”). As a result of this transaction, the Lender is deemed a related party. Pursuant to the Credit Agreement, the Lender has agreed to provide a $210,500 secured multi-draw facility to be made in four installments (the “Delayed Draw Term Loan”) 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”). The Initial Draw is included in Notes payable - related party on the Unaudited Condensed Consolidated Balance Sheets and is measured at fair value (pursuant to the fair value option elected by the Company in accordance with ASC 825). See Note 13, Borrowings, for further discussion. Delayed Draw Term Loan Commitments (“Loan Commitment Assets”) Pursuant to the terms of the Credit Agreement, Denali has committed to fund to the Company, additional amounts up to $135,500 to be made available to the Company by the Lender in three tranches ($30,000, $65,000 and $40,500 on August 31, 2024, October 31, 2024 and January 31, 2025, respectively), subject to the achievement of certain performance milestones, and subject to terms and conditions set forth in the Credit Agreement. As of June 30, 2024, the Loan Commitment Assets amounted to $76,091 on the Company’s Condensed Consolidated Balance Sheets, which was the fair value on the issuance date. 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”). 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 or unless the Company receives stockholder approval, the Company may 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 “Warrant Conversion Cap”) upon exercise of the Warrant, and is 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 Credit Facility. Prior to stockholder approval, in lieu of receiving such anti-dilution protection, the liquidation value of the Series A-1 Preferred Stock (discussed below) will be proportionately increased to give effect to such anti-dilution protection. Following stockholder approval, the Warrant Conversion Cap increases to 49.9% of the number of shares of Common Stock issued and outstanding as of the applicable measurement date; provided that, following stockholder approval, the holder of the Warrant has the option to amend the Warrant 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 less the SPA Warrant 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Contingent Warrants Upon the achievement of performance milestones on dates specified in the Credit Agreement, the Company will receive additional funds and will issue at the option of the Lender, Preferred Stock (Series A-1 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. The Contingent Warrants meet the criteria for liability classification under ASC 480. As such, the Contingent Warrants are included in Warrants liability - related party on the Unaudited Condensed Consolidated Balance Sheets at fair value as of June 30, 2024. The change in fair value of the Contingent warrants is included in Change in fair value of derivatives - related parties on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. 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 Series A-1 Certificate of Designation 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 has 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 541,357 shares, or an aggregate of 31,940,063 shares of Common Stock, subject to adjustment. The Series A-1 Preferred Stock is non-voting and non-convertible into Common Stock. Holders of the Series A-1 Preferred Stock are 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). If stockholder approval of the issuance of additional shares of Common Stock in connection with the SPA Warrant described above is obtained, then the Series A-1 Preferred Stock will become convertible into shares of Series B-1 Preferred Stock. At any time after the fifth (5th) anniversary of the original issue date (which is the date on which the Series A-1 Certificate of Designation filed with the Secretary of State of Delaware), the outstanding shares of Series A-1 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) A-1 Original Issue Price plus all accrued and unpaid dividends thereon, up to and including the date of redemption and (ii) the number of shares of Common Stock represented by the Series A-1 Liquidation Value (as defined in the Series A-1 Certificate of Designation) 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. Subject to certain excluded issuances (as defined in the Series A-1 Certificate of Designation), the Series A-1 Preferred Stock is subject to anti-dilution protection in the number of shares of Common Stock represented by the liquidation preference. Additionally, the Series A-1 Preferred Stock provides that, to the extent any Warrant so requires, the number of shares of Common Stock represented by the Series A-1 Liquidation Value will be increased as set forth in the SPA Warrant. The terms of any additional shares of Series A Preferred Stock issued pursuant to the terms of the Credit Agreement and SPA will be substantially similar to the Series A-1 Preferred Stock, but for the number of shares constituting such shares, the original issue price of such series and the liquidation value of such shares. Series A Preferred Stock can only be issued prior to shareholder approval. As of June 30, 2024, the Series A-1 Preferred Stock is classified as mezzanine equity on the Unaudited Condensed Consolidated Balance Sheets at its redemption value because it is probable of becoming redeemable. The Company recorded accretion of the Series A-1 Preferred Stock, which reduces additional paid-in capital, on the Unaudited Condensed Statements of Shareholders' Equity (Deficit). Series B-1 Preferred Stock If stockholder approval of the issuance of additional shares of Common Stock in connection with the SPA warrant described above is obtained, then the Series A-1 Preferred Stock will become convertible into shares of Series B-1. The Series B-1 Preferred Stock will contain substantially similar terms to the Series A-1 Preferred Stock except that each share of Series B-1 Preferred Stock will be convertible into 1,000,000 shares of Common Stock. As of and for the three and six months ended June 30, 2024, there were no shares of Series B-1 Preferred Stock issued or outstanding. 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 Denali 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. These amounts are included in Gain (loss) on debt extinguishment on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. 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 shall pay to the Atlas Insurers, subject to the terms and conditions of the Insurer Letter Agreement (i) on December 31, 2024, subject to the absence of certain events of default under the Credit Agreement, $3,000 and (ii) on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, $4,000. These amounts are included in Accrued expenses on the Unaudited Condensed Consolidated Balance Sheets.

v3.24.2.u1

Revenue Recognition	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Revenue Recognition The Company primarily earns revenue from sales of its energy storage systems and services including installation, commissioning and extended warranty services. Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Product revenue $ 597  $ 249  $ 7,097  $ 8,924  Service revenue 301  —  402  160  Total revenues $ 898  $ 249  $ 7,499  $ 9,084  For the three months ended June 30, 2024, the Company had one customer that accounted for 87.0% of total revenue; for the six months ended June 30, 2024, we had one customer that accounted for 88.0% of total revenue as the Company focused on the transition to the new manufacturing line. For the three months ended June 30, 2023, the Company had one customer that accounted for 100.0% of total revenue; for the six months ended June 30, 2023, we had one customer that accounted for 97.8% of 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 Unaudited Condensed Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net.   June 30, 2024 December 31, 2023 Contract assets $ 12,874  $ 8,322  Contract liabilities $ 9,202  $ 6,610  The Company recognizes contract assets for certain contracts in which revenue recognition performance obligations have been satisfied but 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. Contract assets increased by $4,552 during the six months ended June 30, 2024 due to recognition of revenues for which invoicing has not yet occurred. Contract liabilities increased by $2,592 during the six months ended June 30, 2024, reflecting $863 of revenue recognized from customers and offset by $3,455 in customer advance payments. Contract liabilities of $4,814 as of June 30, 2024 are expected to be recognized within the next twelve months and long-term contract liabilities of $4,388 are expected to be recognized as revenue in greater than twelve months. Contract assets of $11,107 as of June 30, 2024 are expected to be recognized within the next twelve months and long-term contract assets of $1,767 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, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023

v3.24.2.u1

Cash, Cash Equivalents and Restricted Cash	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash Restricted cash - current consists of escrow deposits related to U.S. Custom Bonds insurance and escrow deposits related to our credit card program agreements. Long-term restricted cash as of June 30, 2024 relates to a minimum liquidity requirement in the Credit and Guaranty Agreement. Prior to the first tranche funding, the Company shall not permit liquidity at any time be less than $2,500. Once the first tranche is funded, the minimum liquidity requirement increases to $5,000 and once the Delayed Draw Term Loan is disbursed in full, or the first date any indebtedness is incurred through the DOE LPO, or the Company achieves positive EBITDA, the minimum liquidity requirement increases to $15,000. Long-term restricted cash as of June 30, 2023 relates to interest that was required to be held in escrow per the Senior Secured Term Loan Agreement in an amount equal to the next four quarterly interest payments owed as of the balance sheet date. In connection with the June 2024 SPA and the Credit Agreement, the Company reached an agreement to payoff and terminate the Senior Secured Term Loan. Accordingly, the restricted cash held in the related escrow account was released (see Note 13, Borrowings and Note 3, Credit Agreement and Securities Purchase Transaction for further discussion). The following table reconciles reported amounts from the Unaudited Condensed Consolidated Balance Sheets to Cash, Cash Equivalents and Restricted Cash reported within the Unaudited Condensed Consolidated Statements of Cash Flows: June 30, 2024 June 30, 2023 Cash and cash equivalents $ 52,454  $ 23,243  Restricted cash - current 2,625  3,363  Long-term restricted cash 2,500  11,550      Total cash, cash equivalents and restricted cash $ 57,579  $ 38,156

v3.24.2.u1

Inventory	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Inventory	Inventory The following table provides information about Inventory balances:   June 30, 2024 December 31, 2023 Raw materials $ 17,509  $ 15,487  Work-in-process 237  1,105  Finished goods 93  478       Total inventory, net $ 17,839  $ 17,070

v3.24.2.u1

Property, Plant and Equipment, Net	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment, Net	Property, Plant and Equipment, Net The following table provides information about Property, plant and equipment, net balances:   Estimated Useful lives June 30, 2024 December 31, 2023 Equipment 5 to 10 years $ 49,233  $ 20,559  Finance lease 5 years 504  504  Furniture 5 to 10 years 2,243  2,103  Leasehold improvements Lesser of useful life/ remaining lease 8,302  7,718  Tooling 2 to 3 years 10,654  7,045  Construction in progress (“CIP”) —  17,958       Total 70,936  55,887  Less: Accumulated depreciation (20,341) (18,032) Total property, plant and equipment, net $ 50,595  $ 37,855  Depreciation expense related to property, plant and equipment was $1,349 and $2,444 for the three months ended June 30, 2024 and 2023 and $2,524 and $5,111 for the six months ended June 30, 2024 and 2023, respectively. The Company recorded a loss from write-down of property, plant and equipment of $271 and $5,436 for the three months ended June 30, 2024 and 2023, and $336 and $6,196 for the six months ended June 30, 2024 and 2023, respectively, mainly due to replacement of equipment, outsourcing of certain production processes and the shift in production from the Gen 2.3 battery system to the Z3™ battery system. On June 28, 2024, the Company successfully began commercial operations on the first manufacturing line. Accordingly, the assets classified as construction in progress were reclassified to equipment, furniture, leasehold improvements and tooling in the table above. Included in construction in progress prior to the reclassification were capitalized interest costs of $991 and $1,841 for the three and six months ended June 30, 2024, respectively. There were no capitalized interest costs recognized for the three and six months ended June 30, 2023.

v3.24.2.u1

Intangible Assets	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Intangible Assets Intangible assets include patents valued at $400, which represents the cost to acquire the patents. These patents are determined to have useful lives and are amortized into the results of operations over ten years. The Company recorded amortization expense of $10 for the three months ended June 30, 2024 and 2023 and $20 for the six months ended June 30, 2024 and 2023, related to patents. The Company capitalized $146 of costs for internal-use software, including $8 of costs capitalized during the six months ended June 30, 2024. The software has a useful life and is amortized into the results of operations over 3 years. The Company recorded amortization expense of $12 and $10 for the three months ended June 30, 2024 and 2023 and $24 and $20 for the six months ended June 30, 2024 and 2023, respectively, related to software.

v3.24.2.u1

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration	6 Months Ended
	Jun. 30, 2024
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. The Company had notes receivable, net, of $847 and $863 outstanding as of June 30, 2024 and December 31, 2023, respectively. These amounts are included in Other assets, net and Other current assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. As of June 30, 2024 and December 31, 2023, the allowance for expected credit loss related to the notes receivable amounted to $37 and $2, respectively. 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.

v3.24.2.u1

Accrued Expenses	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Accrued Expenses	Accrued Expenses Accrued expenses were as follows: June 30, 2024 December 31, 2023 Accrued payroll $ 7,181  $ 4,553  Warranty reserve (2) 5,054  6,197  Accrued legal and professional expenses 9,725  10,710  Provision for contract losses 3,624  3,351  Insurance premium payable —  2,605  Other (1) 9,163  4,916  Total accrued expenses $ 34,747  $ 32,332  (1) Included in Other accrued expenses in the table above as of June 30, 2024 is $7,000 payable in accordance with the Insurer Letter Agreement. See Note 3, Credit and Securities Purchase Transaction for further discussion. (2) Refer to the table below for the warranty reserve activity for the three and six months ended June 30, 2024. The following table summarizes warranty reserve activity: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warranty reserve - beginning of period $ 5,513  $ 3,972  $ 6,197  3,836  Additions for current period deliveries —  41  265  398  Changes in the warranty reserve estimate (201) 708  (1,150) 708  Warranty costs incurred (258) (300) (258) (521) Warranty reserve - end of period $ 5,054  $ 4,421  $ 5,054  $ 4,421

v3.24.2.u1

Government Grants	6 Months Ended
	Jun. 30, 2024
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 PTC, that 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. In April 2024, the Department of the Treasury and the Internal Revenue Service (IRS) issued final regulations (Final Regulations) on the transferability of certain energy tax credits, pursuant to Section 6418 of the Internal Revenue Code of 1986, as amended, which was enacted as part of the Inflation Reduction Act of 2022. The Company has reviewed these regulations and believes they do not have a material impact on the financial statements. 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 recorded as the applicable items are produced and sold and the conditions in the preceding paragraph are met. During the second quarter of 2024, the Company entered into tax credit purchase agreements to sell and transfer all of the PTCs related to the production and sale of battery cells and battery modules produced in calendar years 2023 and in the first quarter of 2024, that were eligible to be claimed on the Company’s tax returns for the related years. The transferred tax credits were sold at 90% of their value and the cash purchase price of the PTCs was $3,430. Cash was received from the buyer in April and June of 2024, 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 no differences between the recorded fair value of the PTC receivable and the amount of consideration received. Future differences, if any, will be recognized as an adjustment to cost of goods sold. The Company recognized PTC credits of $125 and $45 for the three months ended June 30, 2024 and 2023 and $1,667 and $844 for the six months ended June 30, 2024 and 2023, respectively, as a reduction of cost of goods sold on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. As of June 30, 2024 and December 31, 2023, grant receivable related to the PTC in the amount of $1,493 and $3,256, respectively, is recorded in the Unaudited Condensed Consolidated Balance Sheets

v3.24.2.u1

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions 2021 Convertible Note Payable In July 2021, the Company issued a convertible note in the aggregate principal amount of $100,000 to Spring Creek Capital, LLC, a wholly-owned, indirect subsidiary of Koch Industries, Inc. (the “2021 Convertible Note”). In connection with the 2021 Convertible Note, the Company paid $3,000 to B. Riley Securities, Inc., a related party, who acted as a placement agent. Refer to Note 13, Borrowings, for additional information. AFG Convertible Notes In January 2023, the Company issued and sold $13,750 of 26.5% Convertible Senior PIK Notes due in 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, a Delaware limited liability company managed by Russell Stidolph, a director of the Company (together, the “Purchasers”). 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. Refer to Note 13, Borrowings, for additional information. Standby Equity Purchase Agreement On April 28, 2022, the Company entered into the Standby Equity Purchase Agreement (“SEPA”). Pursuant to the SEPA, the Company had the right, but not the obligation, to sell to Yorkville shares of its common stock at the Company’s request. On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. See Note 13, Borrowings for pre-advance loans in form of convertible promissory notes and Note 19, Shareholders' Deficit for additional information. Credit and Securities Purchase Transaction Pursuant to the terms and conditions of Credit and Securities Purchase Transaction, CCM Denali Equity Holdings, LP (“Denali”) is considered a related party as result of such transaction. Refer to Note 3, Credit and Securities Purchase Transaction for detailed discussion.

v3.24.2.u1

Borrowings	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Borrowings	Borrowings The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: June 30, 2024 December 31, 2023 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Note Payable June 2026 $ 119,289  $ 101,256  $ 115,815  $ 94,386  Delayed Draw Term Loan (at fair value) June 2029 75,000  25,893  —  —  AFG Convertible Notes June 2026 19,738  22,023  17,429  18,139  Notes payable - related party 214,027  149,172  133,244  112,525  Senior Secured Term Loan March 2026 —  —  100,000  85,624  Equipment financing facility April 2026 4,114  4,109  5,718  5,710      Total borrowings 218,141  153,281  238,962  203,859  Current portion 3,041  3,041  3,332  3,332  Total borrowings, non-current $ 215,100  $ 150,240  $ 235,630  $ 200,527  *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. Delayed Draw Term Loan On June 21, 2024, the Company entered into a Credit Agreement, under which the Lenders committed: (i) a $210,500 secured multi-draw facility (the “Delayed Draw Term Loan”) to be made in four tranches, and (ii) a $105,000 revolving credit facility beginning June 21, 2026, to be made available at the Lenders’ sole discretion and only if the Delayed Draw Term Loan is fully funded on terms and subject to conditions set forth in the Credit Agreement. On June 21, 2024, the Company borrowed an Initial Draw of $75,000 from the Delayed Draw Term Loan facility. The issuance was net of an original issue discount of $3,750. The Company used a portion of the loan proceeds to payoff and terminate all outstanding obligations under the Atlas Credit Agreement. The remaining three tranches may be drawn in the amounts of $30,000, $65,000 and $40,500 on August 31, 2024, October 31, 2024, and January 31, 2025, respectively, upon the Company’s achievement of certain applicable funding milestones. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction. Borrowings under the Credit Agreement bear interest at an annual rate equal to 15.0% per annum, subject to the following increases: (i) an additional 5.0% per annum upon the occurrence of an event of default under the Credit Agreement; and (ii) an additional 1.0% - 5.0% per annum for failure to obtain stockholder approval within 90 to 240 days following the signing of the Credit Agreement. The Company’s may elect to add accrued and unpaid interest on the loans to the principal amount of the loans (capitalized interest). Each tranche under the Delayed Draw Term Loan is subject to a 5% 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 June 21, 2027 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 $2,500, prior to the first tranche funding. Once the first tranche is funded, the minimum liquidity requirement increases to $5,000 and once the Delayed Draw Term Loan is disbursed in full, or the first date any indebtedness is incurred through the DOE LPO, or the Company achieves positive EBITDA, the minimum liquidity requirement increases to $15,000. The facilities are scheduled to mature on the earlier of (i) the date that is five years after the signing of the Credit Agreement and (ii) 91 days prior to the maturity of certain of the Company’s outstanding convertible notes. Milestones In the event the Company fails to achieve any milestones on any predetermined tranche date or the one additional milestone measurement date, the Company will not receive the specific tranche unless waived by the Lenders, and will be subject to a penalty represented by an up to 4.0% increase in the applicable percentage at each missed milestone measurement date, which could result in the issuance of additional shares of Preferred Stock or Warrants up to an applicable percentage increase of up to 16.00% for all missed milestones, or up to a 49.0% overall applicable percentage taking into account the 33.0% applicable percentage. If the Company fails to achieve an interim milestone, but then subsequently achieves the final milestone for that particular category, the incremental penalty equity related to that milestone category is returned to the Company. Debt Covenants The facilities include various affirmative and negative covenants applicable to the Company including, among others, (i) meeting certain minimum EBITDA and revenue metrics, measured quarterly, and maintaining certain minimums of liquid cash with accounts controlled by the agent, (ii) reporting and information covenants including the delivery of annual, quarterly and monthly financial statements, daily cash reports, annual financial plans and forecasts with weekly progress reports and updates, (iii) monthly meetings with the Lenders and the engagement of advisors and consultants requested by the Lenders, and (iv) restrictions on business and activities including debt incurrence, asset dispositions, distributions, investments, and modifications to or terminations of various material contracts. 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 nor 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, judgement 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 was in compliance with these covenants as of June 30, 2024. The Company elected the fair value option to account for the Delayed Draw Term Note for operational ease. 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 Initial Draw fair value was $25,653 at issuance and $25,893 at June 30, 2024, for which a loss of $240 was recognized for the three and six months ended on June 30, 2024 in Change in fair value of debt - related party on the Unaudited Condensed Consolidated Statements of Operations. The Company did not separately report interest expense attributable to the Delayed Draw Term Loan because such interest was included in the determination of the fair value of the Note. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value the Delayed Draw Term Loan at issuance and at June 30, 2024. 2021 Convertible Note 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, Inc. The investment agreement provides for the issuance and sale to Koch Industries of the 2021 Convertible Note in the aggregate principal amount of $100,000. The 2021 Convertible Note contains an embedded derivative feature, which is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. See Note 15, Fair Value Measurement for the assumptions used to determine the fair value of the embedded derivative as of June 30, 2024 and December 31, 2023. Interest expense recognized on the 2021 Convertible Note is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 1,737  $ 1,637  $ 3,474  $ 3,274  Amortization of debt discount 1,588  1,250  3,119  2,457  Amortization of debt issuance costs 154  122  302  239      Total $ 3,479  $ 3,009  $ 6,895  $ 5,970  The balances for the 2021 Convertible Note are as follows: June 30, 2024 December 31, 2023 Principal $ 119,289  $ 115,815  Unamortized debt discount (16,493) (19,612) Unamortized debt issuance costs (1,593) (1,895) Embedded conversion feature 53  78       Aggregate carrying value $ 101,256  $ 94,386  The Company is obligated to repay all contractual interest attributable to the 2021 Convertible Note in-kind on a semi-annual basis, in accordance with the terms under the Delayed Draw Term Loan. Therefore, for the semi-annual period ended June 30, 2024 and December 31, 2023, interest payable attributable for the 2021 Convertible Notes that was paid in kind, capitalized and added to the principal amount of the 2021 Convertible Notes was $3,474 and $3,373, respectively. 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. The AFG Convertible Notes bear interest at a rate of 26.5% per annum, which is entirely paid-in-kind (“PIK Interest”) semi-annually in arrears on June 30 and December 30. It is expected that the Notes will mature on June 30, 2026, subject to earlier conversion, redemption or repurchase. 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 has the right to settle conversions in shares of common stock, cash, or any combination thereof. The Conversion Option includes an exercise contingency, which requires the Company to obtain stockholder approval for conversions subject to the Exchange Cap. If stockholder approval of the issuance of additional shares of Common Stock is not obtained, following commercially reasonable efforts, the Company will be required to settle the conversion in excess of the Exchange Cap in cash. Since settlement in cash may be required in absence of stockholder 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 is 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 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The embedded derivative is presented on the Unaudited Condensed Consolidated Balance Sheets as a component of Notes payable - related party. The fair value of the embedded derivative was $5,361 and $4,345 as of June 30, 2024 and December 31, 2023, respectively. The fair value of the AFG Convertible Notes at issuance was $16,623, which was greater than the proceeds received. The Company recorded the difference of $2,873 as interest expense for the six months ended June 30, 2023 on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss. Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 1,154  $ 860  $ 2,309  $ 1,639  Amortization of debt discount 218  210  436  358  Amortization of issuance costs 61  59  123  101      Total $ 1,433  $ 1,129  $ 2,868  $ 2,098  The balances for the AFG Convertible Notes are as follows: June 30, 2024 December 31, 2023 Principal $ 19,738  $ 17,429  Unamortized debt discount (2,399) (2,835) Unamortized debt issuance costs (677) (800) Embedded conversion feature 5,361  4,345       Aggregate carrying value $ 22,023  $ 18,139  The Company is 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. Therefore, for the semi-annual period ended June 30, 2024 and December 31, 2023, interest payable attributable to the AFG Convertible Notes that was paid in kind, capitalized and added to the principal amount of the AFG Convertible Note was $2,309 and $2,039, respectively. Senior Secured Term Loan On July 29, 2022, the Company entered into a $100,000 Senior Secured Term Loan Credit Agreement with Atlas Credit Partners (ACP) Post Oak Credit I LLC, as administrative agent for the 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 Note of June 30, 2026. The outstanding principal balance of the Senior Secured Term Loan bears 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 Prime Lending Rate, (y) the NYFRB Rate (as defined in the agreement) plus 0.5% and (z) the SOFR. The applicable margin under the Credit Agreement is 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 accrues at a variable interest rate and interest payments are due quarterly. Additionally, interest was required to be escrowed based on the principle outstanding. This amount was $11,755 at December 31, 2023. This escrowed and restricted cash was presented on a separate line item on the Unaudited Condensed Consolidated Balance Sheets as Long-term restricted cash. The agreements also contained customary affirmative and negative covenants. The Company was in compliance with all covenants prior to and at the time of the loan termination, as discussed below. 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, 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 shall pay to the Atlas Insurers (i) on December 31, 2024, subject to the absence of certain events of default under the Credit Agreement, $3,000 and (ii) on June 30, 2025, subject to the absence of certain events of default under the Credit Agreement, $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 Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and six months ended June 30, 2024. See Note 3, Credit Agreement and Securities Purchase Transaction for additional information on this transaction. The following table summarizes interest expense recognized: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 3,174  $ 3,453  $ 6,858  $ 6,826  Amortization of debt discount 109  99  224  192  Amortization of debt issuance costs 963  873  1,980  1,695  Total $ 4,246  $ 4,425  $ 9,062  $ 8,713  The Senior Secured Term Loan balances are as follows: December 31, 2023 Principal $ 100,000  Unamortized debt discount (1,459) Unamortized debt issuance costs (12,917)      Aggregate carrying value $ 85,624  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 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. The Company has drawn a portion of the facility as follows: 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 June 30, 2024 and December 31, 2023, total equipment financing carrying value was $4,109 and $5,710, respectively of which $3,041 and $3,332 are recorded as a current liability on the Unaudited Condensed Consolidated Balance Sheets, respectively. Interest expense attributable to the equipment financing agreement was $178 and $387 for the three and six months ended June 30, 2024, respectively. Interest expense attributable to the equipment financing agreement was $292 and $609 for the three and six months ended June 30, 2023, respectively. Yorkville Convertible Promissory Notes - Related Party In December 2022, February 2023, March of 2023, and April 2023, the Company issued convertible promissory notes with an aggregate principal amount of $37,000 in a private placement to Yorkville under the second and third supplemental agreements to the SEPA. The fair values of the convertible promissory notes at issuance were greater than the proceeds received. Accordingly, the Company recorded the excess of fair value of these promissory notes over the proceeds as Interest expense - related party in the amount of $10,620 and $17,572, for the three and six months ended June 30, 2023, respectively, which is reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. During the first half of 2023, Yorkville delivered Investor Notices requiring the Company to issue and sell an aggregate of 22,947,029 shares of common stock to Yorkville to offset all outstanding amounts owed to Yorkville under the outstanding convertible promissory notes. The Company recognized a loss on debt extinguishment from the issuance of common stock from the outstanding convertible promissory notes of $1,876 and $3,510 for the three and six months ended June 30, 2023, which is reflected in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The conversion feature for each of the convertible promissory notes did not qualify for the scope exception to derivative accounting, therefore the conversion option was bifurcated from each convertible promissory note. The bifurcated derivatives were recorded at their initial fair value on the date of issuance and subject to remeasurement at the debt extinguishment date, with changes in fair value recognized as a realized gain or loss in the Unaudited Condensed Consolidated Statements of Operations. Net gains of $8,818 and $6,922 were recognized for the three and six months ended June 30, 2023. As of December 31, 2023, there were no outstanding Yorkville convertible promissory notes.

v3.24.2.u1

Warrants Liability	6 Months Ended
	Jun. 30, 2024
Other Liabilities Disclosure [Abstract]
Warrants Liability	Warrants Liability The amount of warrants outstanding and fair value for all warrants as of June 30, 2024 and December 31, 2023 are as follows: June 30, 2024 December 31, 2023 Number of Warrants Outstanding Fair Value Number of Warrants Outstanding Fair Value Warrants liability IPO warrants 274,400  $ 52  274,400  $ 55  April 2023 warrants 16,000,000  7,368  16,000,000  6,276  May 2023 warrants 3,601,980  1,818  3,601,980  1,544  December 2023 warrants 34,482,759  23,264  34,482,759  19,586  Total 54,359,139  $ 32,502  54,359,139  $ 27,461  Warrants liability - related party SPA Warrant 1  49,032  —  —  Contingent warrants(a) —  92,264  —  —  Total 1  $ 141,296  —  $ —  (a) Contingent warrants represent future issuable shares of stock. See Note 3, Credit and Securities Purchase Transaction for further discussion. Warrants liability The Company issued private placement warrants to B. Riley Financial, Inc. in conjunction with its initial public offering 2020 (“IPO 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. 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 warrants” and “May 2023 warrants”, respectively). In December 2023, the Company issued in a combined public offering 34,482,759 shares of common stock and 34,482,759 accompanying common warrants to purchase shares of common stock (the "December 2023 warrants"). The IPO, April, May, and December 2023 Warrants are classified as Warrant liability on the Unaudited Condensed Consolidated Balance Sheets. The change in fair value of the IPO, April, May, and December 2023 Warrants is presented as Change in fair value of warrants on the Company’s Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 15, Fair Value Measurements for further information. Warrants liability- related party SPA Warrant At closing of the SPA with CCM Denali Equity Holdings, LP (the “Purchaser”), 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. Prior to stockholder approval, the Company may 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. The warrant provides for certain anti-dilution adjustments. After stockholder approval, the Warrant Conversion Cap increases 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 will receive additional funds under the Credit Agreement and will issue 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 at such time the Delayed Draw Term Loan is fully drawn. Although these contingent warrants are not issued or exercisable until additional draws occur, they meet the definition of a derivative and are recognized at fair value with changes in fair value reported in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Both the SPA Warrant and the Contingent warrants are classified as Warrant liability- related party on the Unaudited Condensed Consolidated Balance Sheets. The change in fair value of the SPA and Contingent warrants is included in Change in fair value of derivatives- related parties on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 15, Fair Value Measurements for further information.

v3.24.2.u1

Fair Value Measurement	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement Accounting standards establish a 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. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, contract assets, contract liabilities and accounts payable are considered to be representative of their fair value due to the short maturity of these instruments. The following tables set forth the Company's financial liabilities measured at fair values based on the fair value hierarchy, as described above. These should also be read with Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. June 30, 2024 December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities SPA Warrant (a) $ —  $ —  $ 49,032  $ —  $ —  $ —  Contingent warrants (a) $ —  $ —  $ 92,264  $ —  $ —  $ —  IPO, April, May and December 2023 Warrants (b) $ —  $ 52  $ 32,450  $ —  $ 55  $ 27,406  Delayed Draw Term Loan $ —  $ —  $ 25,893  $ —  $ —  $ —  Embedded derivatives $ —  $ —  $ 5,414  $ —  $ —  $ 4,423  Total liabilities —  $ 52  $ 205,053  $ —  $ 55  $ 31,829  (a) Included in Warrants liability - Related party on the Unaudited Condensed 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 Unaudited Condensed Consolidated Balance Sheets. Each of the following recurring level 2 and level 3 instruments’ valuation model used to determine fair value is disclosed in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2023. IPO Warrants The IPO warrants 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 December 2023 warrants all are valued 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 is a significant unobservable input classified as Level 3 of the fair value hierarchy. Embedded derivatives The Company estimated the fair value of the embedded conversion features in the 2021 Convertible Note and the AFG Convertible Notes using a binomial lattice model at inception and on subsequent measurement dates. This model incorporates significant inputs such as the stock price of the Company, dividend yield, risk-free interest rate, debt yield and expected volatility. The volatility and debt yield are significant unobservable inputs classified as Level 3 of the fair value hierarchy. 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 calculated using the discounted cash flow model. They will not be subsequently remeasured at fair value. The following instruments , which were subsequently measured at fair value were recognized at fair value as of June 21, 2024 (see Note 3, Credit and Securities Purchase Transaction): •Delayed Draw Term Loan •SPA Warrant •Contingent Warrants The fair value 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 underlying shares of 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 and an allowance for certain redemption features 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 are unregistered. The fair value 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 June 21, 2024 June 30, 2024 Debt yield 47.5  % 47.5  % Contingent Warrants- all tranches June 21, 2024 June 30, 2024 Milestones achievement expectations Very high probability Very high probability Volatility 70.0  % 70.0  % SPA Warrant June 21, 2024 June 30, 2024 Discount for lack of marketability (“DLOM”) 10.0  % 10.0  % Level 3 Rollforward for Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the changes in the fair value of liabilities that are included within the Company’s accompanying Unaudited Condensed Consolidated Balance Sheets and are designated as Level 3: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Delayed Draw Term Loan Balance at beginning of the period $ —  $ —  $ —  $ —  Additions 25,653  —  25,653  —  Change in fair value of Term Loan 240  —  240  —  Balance at end of the period $ 25,893  $ —  $ 25,893  $ —  SPA Warrant and Contingent Warrants Balance at beginning of the period $ —  $ —  $ —  $ —  Additions 95,094  —  95,094  —  Change in fair value of warrants 46,202  —  46,202  —  Balance at end of the period $ 141,296  $ —  $ 141,296  $ —  April, May, and December 2023 Warrants Balance at beginning of the period $ 24,512  $ —  $ 27,406  $ —  Additions —  29,553  —  29,553  Change in fair value of warrants 7,938  27,352  5,044  27,352  Balance at end of the period $ 32,450  $ 56,905  $ 32,450  $ 56,905  Embedded derivatives Balance at beginning of the period $ 3,889  $ 21,255  $ 4,423  $ 1,945  Additions —  15,820  —  42,191  Change in fair value of derivatives - related parties1 1,525  5,692  991  (1,369) Balance at end of the period $ 5,414  $ 42,767  $ 5,414  $ 42,767  1 Includes loss on debt extinguishment from Yorkville Promissory Note Conversions for the three and six months ended June 30, 2023. The estimated fair value of financial instruments not carried at fair value in the Unaudited Condensed Consolidated Balance Sheets was as follows: June 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Notes receivable $ 847  $ 705  $ 863  $ 719  Loan commitment assets 76,091  76,217  —  —  2021 Convertible Note* 101,256  61,764  94,386  57,998  Senior Secured Term Loan —  —  85,624  61,360  AFG Convertible Notes* 22,023  20,285  18,139  18,352  Equipment financing facility 4,109  3,499  5,710  4,826  Series A-1 Preferred Stock 40,117  38,167  —  —    Total $ 244,443  $ 200,637  $ 204,722  $ 143,255  *Includes the embedded derivative liabilities.

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Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies For amounts related to commitments related to future payments, including leases, see Item 2- Management’s Discussion and Analysis- Contractual Obligations. Minimum Volume Commitment In June 2022, the Company entered into a long-term supply agreement with a minimum volume commitment with a third party that provides services to process certain raw materials. Any purchase order issued under this supply agreement will be non-cancellable. If the Company fails to order the guaranteed minimum volume defined in the contract at the end of the term, the Company will be required to pay the counterparty an amount equal to the shortfall, if any, multiplied by a fee. The Company is currently negotiating an extension to the agreement, and therefore, believes it is probable that they will meet the guaranteed minimum purchase volume requirements described above under the amended terms. Legal Proceedings Class Action Complaints On March 8, 2023, a class action lawsuit was filed in the Court of Chancery of the State of Delaware by plaintiff Richard Delman against certain defendants including the Company’s former directors (the “Delman Defendants”). Neither the Company nor Eos Energy Storage LLC were named as a defendant but each was identified in the Complaint as a relevant non-party and the Company has indemnification obligations relating to the lawsuit. On February 1, 2024, the parties agreed to a binding Settlement Term Sheet (the “Settlement”) whereby plaintiff agreed to resolve the lawsuit in exchange for a settlement payment of $8,500, to be fully funded by the Company’s Directors and Officers (“D&O”) liability insurance policies subject to a retention by the Company of approximately $1,000 consisting of the Company’s payment of legal fees related to this matter. On June 1, 2024, the parties submitted to the Court of Chancery a definitive Stipulation and Agreement of Settlement, Compromise, and Release, and related documents, and on July 1, 2024, the Court of Chancery entered a scheduling order with a hearing on the proposed Settlement scheduled for October 17, 2024. On August 1, 2023, a class action lawsuit was filed in the United States District Court of New Jersey by plaintiff William Houck against the Company, the Company’s Chief Executive Officer, its former Chief Financial Officer and its current Chief Financial Officer (with the Company, the “Houck Defendants”). The Complaint alleges that the defendants violated federal securities laws by making knowingly false or misleading statements about the Company’s contractual relationship with a customer and about the size of the Company’s order backlog and commercial pipeline. Defendants deny the allegations and, on February 13, 2024, moved to dismiss the Complaint. On March 5, 2024, plaintiff filed an amended complaint that dropped the Company’s former Chief Financial Officer as a defendant. On April 4, 2024, defendants filed a renewed motion to dismiss the lawsuit. The Company intends to continue to vigorously defend against this action.

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Stock-Based Compensation	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation expense included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options $ 90  $ 239  $ 264  $ 979  Restricted stock units 1,767  2,065  4,534  4,688  Total $ 1,857  $ 2,304  $ 4,798  $ 5,667  The stock compensation expense has been recorded in cost of goods sold, research and development expenses and selling, general and administrative expenses. As of June 30, 2024, total unrecognized compensation expense was $10,529 attributable to unvested restricted stock units (“RSU”). Compensation expense for these unvested awards is expected to be recognized over a weighted-average remaining vesting period of 2.0 years for RSUs

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Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Income tax expense was $8 and $2 for the three months ended June 30, 2024 and 2023, and $33 and $12 for the six months ended June 30, 2024 and 2023 respectively, related to state margin taxes and taxable earnings from foreign operations. The income tax expense differs from the amount computed by applying the statutory U.S. federal income tax rate of 21% to the loss before income taxes. This is due to non-taxable income, foreign operations and pre-tax losses for which no tax benefit can be recognized for U.S. income tax purposes. The Company estimates and applies the annual effective tax rate to its ordinary earnings each interim period. Any significant unusual or infrequent items are not included in the estimation of the annual effective tax rate; instead, these items and their related income tax expense are separately stated in the interim period in which they occur. The quarterly estimate of the annual effective tax rate and related tax expense is subject to variation due to a multitude of factors, including, but are not limited to, the inability to accurately predict the Company’s pre-tax and taxable income and loss. At each balance sheet date, management assesses the likelihood that the Company will be able to realize its deferred tax assets. Management considered all available positive and negative evidence in assessing the need for a valuation allowance. The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. Management has determined that it is unlikely that the Company will be able to utilize its U.S. deferred tax assets at June 30, 2024 and December 31, 2023 due to cumulative losses. Therefore, the Company has a valuation allowance against its net U.S. deferred tax assets. As of June 30, 2024 and December 31, 2023, the Company has unrecognized tax benefits associated with uncertain tax positions that, if recognized, would not affect the effective tax rate on income from continuing operations. The Company is not currently under examination by any taxing jurisdiction and none of the uncertain tax positions are expected to reverse within the next 12 months. The Company files income tax returns in U.S. federal and various state jurisdictions, as well as in Italy and India. The open tax years for federal returns are 2020 and forward and open tax years for state returns are generally 2019 and forward. In addition, net operating losses generated in closed years and utilized in open years are subject to adjustment by the tax authorities.

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Shareholders’ Deficit	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Shareholders’ Deficit	Shareholders’ Deficit Preferred Stock 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. At June 30, 2024 and December 31, 2023, 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 as of June 30, 2024. The holders of the Company’s common stock are entitled to one vote for each share held. At June 30, 2024 and December 31, 2023, there were 216,491,215 and 199,133,827 shares of common stock issued and outstanding, respectively. Treasury Stock The Company recorded treasury stock of $43 and $106 for the three months ended June 30, 2024 and 2023 and $351 and $451 for the six months ended June 30, 2024 and 2023, respectively, for shares withheld from employees to cover the payroll tax liability of RSUs vested. 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. There were no Public Warrants exercised during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024 and December 31, 2023, there were 7,052,254 public warrants outstanding for both periods. Standby Equity Purchase Agreement During the six months ended June 30, 2023, total funds raised under the SEPA, inclusive of proceeds received from the Yorkville convertible promissory notes, were $35,550. During the six months ended June 30, 2023, total shares issued under the SEPA were 23,630,937. On August 23, 2023, the Company and Yorkville terminated the SEPA, as amended, by mutual written consent. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the SEPA. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the SEPA. 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 three months ended June 30, 2024, the Company sold 9,387,541 shares raising proceeds of $6,882, net of fees paid to Cowen, at an average selling price of $0.76 per share. During the six months ended June 30, 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. There were no shares issued under the ATM offering program for the three and six months ended June 30, 2023. 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. However, management has elected to recognize changes in the redemption value of the Series A-1 Preferred Stock. At each balance sheet date, the redemption value of the Series A-1 Preferred Stock will be calculated, and if the redemption value is greater than the carrying value, the carrying value will be accreted to the redemption value. The accretion 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 three and six months ended June 30, 2024 and 2023, 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 three and six months ended June 30, 2024 and 2023. 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 periods presented: Three and Six Months Ended June 30, 2024 2023 Stock options and restricted stock units 8,601,639  6,279,623  Warrants 104,687,587  26,928,634  Convertible Notes 17,782,644  14,836,450

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Other Expense	6 Months Ended
	Jun. 30, 2024
Other Income and Expenses [Abstract]
Other Expense	Other Expense The following table provides information about Other expense: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Financing issuance costs $ (3,264) $ (863) $ (3,264) $ (863) Other (6) (15) 130  (32) Total $ (3,270) $ (878) $ (3,134) $ (895)

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Subsequent Events	6 Months Ended
	Jun. 30, 2024
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.

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Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its 100% owned, direct and indirect subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany transactions and balances have been eliminated in the preparation of the Unaudited Condensed Consolidated Financial Statements. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2023 Annual Report on Form 10-K. These interim results are not necessarily indicative of results for the full year.
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.
Reclassification of Prior Year Presentation	Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Production Tax Credits under Internal Revenue Code 45X ("PTC")	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 Other assets, net and Inventory, net on the Company’s Unaudited Condensed Consolidated Balance Sheets and is subsequently recognized in Cost of goods sold in the Unaudited Condensed Consolidated Statement of Operations 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 Other assets, 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 Unaudited Condensed Consolidated Statement of Operations.
Fair Value Option	Fair Value Option The Company has elected the option under ASC 825-10, Financial Instruments ("ASC 825"), to measure the Delayed Draw Term Loan (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 Unaudited Condensed 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 Unaudited Condensed Consolidated Statement of Operations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There were no new accounting standards or updates during the six months ended June 30, 2024 that would have a material impact on the Company’s Unaudited Condensed Consolidated Financial Statements.

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Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Revenue Recognition	Product revenues, which are generally recognized at a point in time, and service revenues, which are generally recognized over time, are as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Product revenue $ 597  $ 249  $ 7,097  $ 8,924  Service revenue 301  —  402  160  Total revenues $ 898  $ 249  $ 7,499  $ 9,084
Schedule of Information about Contract Assets and Liabilities from Contracts with Customers	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 Unaudited Condensed Consolidated Balance Sheets and contract assets expected to be recognized in greater than twelve months are included under Other assets, net.   June 30, 2024 December 31, 2023 Contract assets $ 12,874  $ 8,322  Contract liabilities $ 9,202  $ 6,610

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Cash, Cash Equivalents and Restricted Cash (Tables)	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table reconciles reported amounts from the Unaudited Condensed Consolidated Balance Sheets to Cash, Cash Equivalents and Restricted Cash reported within the Unaudited Condensed Consolidated Statements of Cash Flows: June 30, 2024 June 30, 2023 Cash and cash equivalents $ 52,454  $ 23,243  Restricted cash - current 2,625  3,363  Long-term restricted cash 2,500  11,550      Total cash, cash equivalents and restricted cash $ 57,579  $ 38,156
Schedule of Cash, Cash Equivalents, and Restricted Cash	The following table reconciles reported amounts from the Unaudited Condensed Consolidated Balance Sheets to Cash, Cash Equivalents and Restricted Cash reported within the Unaudited Condensed Consolidated Statements of Cash Flows: June 30, 2024 June 30, 2023 Cash and cash equivalents $ 52,454  $ 23,243  Restricted cash - current 2,625  3,363  Long-term restricted cash 2,500  11,550      Total cash, cash equivalents and restricted cash $ 57,579  $ 38,156

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Inventory (Tables)	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Components of Inventories	The following table provides information about Inventory balances:   June 30, 2024 December 31, 2023 Raw materials $ 17,509  $ 15,487  Work-in-process 237  1,105  Finished goods 93  478       Total inventory, net $ 17,839  $ 17,070

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Property, Plant and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2024
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:   Estimated Useful lives June 30, 2024 December 31, 2023 Equipment 5 to 10 years $ 49,233  $ 20,559  Finance lease 5 years 504  504  Furniture 5 to 10 years 2,243  2,103  Leasehold improvements Lesser of useful life/ remaining lease 8,302  7,718  Tooling 2 to 3 years 10,654  7,045  Construction in progress (“CIP”) —  17,958       Total 70,936  55,887  Less: Accumulated depreciation (20,341) (18,032) Total property, plant and equipment, net $ 50,595  $ 37,855

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Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Expenses	Accrued expenses were as follows: June 30, 2024 December 31, 2023 Accrued payroll $ 7,181  $ 4,553  Warranty reserve (2) 5,054  6,197  Accrued legal and professional expenses 9,725  10,710  Provision for contract losses 3,624  3,351  Insurance premium payable —  2,605  Other (1) 9,163  4,916  Total accrued expenses $ 34,747  $ 32,332  (1) Included in Other accrued expenses in the table above as of June 30, 2024 is $7,000 payable in accordance with the Insurer Letter Agreement. See Note 3, Credit and Securities Purchase Transaction for further discussion. (2) Refer to the table below for the warranty reserve activity for the three and six months ended June 30, 2024.
Schedule of Warranty Reserve Activity	The following table summarizes warranty reserve activity: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Warranty reserve - beginning of period $ 5,513  $ 3,972  $ 6,197  3,836  Additions for current period deliveries —  41  265  398  Changes in the warranty reserve estimate (201) 708  (1,150) 708  Warranty costs incurred (258) (300) (258) (521) Warranty reserve - end of period $ 5,054  $ 4,421  $ 5,054  $ 4,421

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Borrowings (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Debt	The Company’s debt obligations at carrying value consist of the following related and third-party borrowings: June 30, 2024 December 31, 2023 Maturity Date Borrowing Outstanding Carrying Value* Borrowing Outstanding Carrying Value* 2021 Convertible Note Payable June 2026 $ 119,289  $ 101,256  $ 115,815  $ 94,386  Delayed Draw Term Loan (at fair value) June 2029 75,000  25,893  —  —  AFG Convertible Notes June 2026 19,738  22,023  17,429  18,139  Notes payable - related party 214,027  149,172  133,244  112,525  Senior Secured Term Loan March 2026 —  —  100,000  85,624  Equipment financing facility April 2026 4,114  4,109  5,718  5,710      Total borrowings 218,141  153,281  238,962  203,859  Current portion 3,041  3,041  3,332  3,332  Total borrowings, non-current $ 215,100  $ 150,240  $ 235,630  $ 200,527  *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. The Senior Secured Term Loan balances are as follows: December 31, 2023 Principal $ 100,000  Unamortized debt discount (1,459) Unamortized debt issuance costs (12,917)      Aggregate carrying value $ 85,624  The Company has drawn a portion of the facility as follows: 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 Note is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 1,737  $ 1,637  $ 3,474  $ 3,274  Amortization of debt discount 1,588  1,250  3,119  2,457  Amortization of debt issuance costs 154  122  302  239      Total $ 3,479  $ 3,009  $ 6,895  $ 5,970  Interest expense recognized on the AFG Convertible Notes is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 1,154  $ 860  $ 2,309  $ 1,639  Amortization of debt discount 218  210  436  358  Amortization of issuance costs 61  59  123  101      Total $ 1,433  $ 1,129  $ 2,868  $ 2,098  The following table summarizes interest expense recognized: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense $ 3,174  $ 3,453  $ 6,858  $ 6,826  Amortization of debt discount 109  99  224  192  Amortization of debt issuance costs 963  873  1,980  1,695  Total $ 4,246  $ 4,425  $ 9,062  $ 8,713
Schedule of Balances Recognized upon Issuance of Convertible Notes	The balances for the 2021 Convertible Note are as follows: June 30, 2024 December 31, 2023 Principal $ 119,289  $ 115,815  Unamortized debt discount (16,493) (19,612) Unamortized debt issuance costs (1,593) (1,895) Embedded conversion feature 53  78       Aggregate carrying value $ 101,256  $ 94,386  The balances for the AFG Convertible Notes are as follows: June 30, 2024 December 31, 2023 Principal $ 19,738  $ 17,429  Unamortized debt discount (2,399) (2,835) Unamortized debt issuance costs (677) (800) Embedded conversion feature 5,361  4,345       Aggregate carrying value $ 22,023  $ 18,139

v3.24.2.u1

Warrants Liability (Tables)	6 Months Ended
	Jun. 30, 2024
Other Liabilities Disclosure [Abstract]
Schedule of Common Stock Warrants Outstanding and Fair Value	The amount of warrants outstanding and fair value for all warrants as of June 30, 2024 and December 31, 2023 are as follows: June 30, 2024 December 31, 2023 Number of Warrants Outstanding Fair Value Number of Warrants Outstanding Fair Value Warrants liability IPO warrants 274,400  $ 52  274,400  $ 55  April 2023 warrants 16,000,000  7,368  16,000,000  6,276  May 2023 warrants 3,601,980  1,818  3,601,980  1,544  December 2023 warrants 34,482,759  23,264  34,482,759  19,586  Total 54,359,139  $ 32,502  54,359,139  $ 27,461  Warrants liability - related party SPA Warrant 1  49,032  —  —  Contingent warrants(a) —  92,264  —  —  Total 1  $ 141,296  —  $ —  (a) Contingent warrants represent future issuable shares of stock. See Note 3, Credit and Securities Purchase Transaction for further discussion.

v3.24.2.u1

Fair Value Measurement (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Financial Assets and Liabilities	The following tables set forth the Company's financial liabilities measured at fair values based on the fair value hierarchy, as described above. These should also be read with Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. June 30, 2024 December 31, 2023 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Liabilities SPA Warrant (a) $ —  $ —  $ 49,032  $ —  $ —  $ —  Contingent warrants (a) $ —  $ —  $ 92,264  $ —  $ —  $ —  IPO, April, May and December 2023 Warrants (b) $ —  $ 52  $ 32,450  $ —  $ 55  $ 27,406  Delayed Draw Term Loan $ —  $ —  $ 25,893  $ —  $ —  $ —  Embedded derivatives $ —  $ —  $ 5,414  $ —  $ —  $ 4,423  Total liabilities —  $ 52  $ 205,053  $ —  $ 55  $ 31,829  (a) Included in Warrants liability - Related party on the Unaudited Condensed 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 Unaudited Condensed Consolidated Balance Sheets.
Schedule of Assumptions used to Determine Fair Value of Warrants and and Debt Instruments	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 June 21, 2024 June 30, 2024 Debt yield 47.5  % 47.5  % Contingent Warrants- all tranches June 21, 2024 June 30, 2024 Milestones achievement expectations Very high probability Very high probability Volatility 70.0  % 70.0  % SPA Warrant June 21, 2024 June 30, 2024 Discount for lack of marketability (“DLOM”) 10.0  % 10.0  %
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 Unaudited Condensed Consolidated Balance Sheets and are designated as Level 3: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Delayed Draw Term Loan Balance at beginning of the period $ —  $ —  $ —  $ —  Additions 25,653  —  25,653  —  Change in fair value of Term Loan 240  —  240  —  Balance at end of the period $ 25,893  $ —  $ 25,893  $ —  SPA Warrant and Contingent Warrants Balance at beginning of the period $ —  $ —  $ —  $ —  Additions 95,094  —  95,094  —  Change in fair value of warrants 46,202  —  46,202  —  Balance at end of the period $ 141,296  $ —  $ 141,296  $ —  April, May, and December 2023 Warrants Balance at beginning of the period $ 24,512  $ —  $ 27,406  $ —  Additions —  29,553  —  29,553  Change in fair value of warrants 7,938  27,352  5,044  27,352  Balance at end of the period $ 32,450  $ 56,905  $ 32,450  $ 56,905  Embedded derivatives Balance at beginning of the period $ 3,889  $ 21,255  $ 4,423  $ 1,945  Additions —  15,820  —  42,191  Change in fair value of derivatives - related parties1 1,525  5,692  991  (1,369) Balance at end of the period $ 5,414  $ 42,767  $ 5,414  $ 42,767  1 Includes loss on debt extinguishment from Yorkville Promissory Note Conversions for the three and six months ended June 30, 2023.
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 Unaudited Condensed Consolidated Balance Sheets was as follows: June 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Notes receivable $ 847  $ 705  $ 863  $ 719  Loan commitment assets 76,091  76,217  —  —  2021 Convertible Note* 101,256  61,764  94,386  57,998  Senior Secured Term Loan —  —  85,624  61,360  AFG Convertible Notes* 22,023  20,285  18,139  18,352  Equipment financing facility 4,109  3,499  5,710  4,826  Series A-1 Preferred Stock 40,117  38,167  —  —    Total $ 244,443  $ 200,637  $ 204,722  $ 143,255  *Includes the embedded derivative liabilities.

v3.24.2.u1

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock-based Compensation Expense	Stock-based compensation expense included in the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss was as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Stock options $ 90  $ 239  $ 264  $ 979  Restricted stock units 1,767  2,065  4,534  4,688  Total $ 1,857  $ 2,304  $ 4,798  $ 5,667

v3.24.2.u1

Shareholders’ Deficit (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Schedule of Anti-Dilutive Shares Excluded From Diluted Net Loss 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 periods presented: Three and Six Months Ended June 30, 2024 2023 Stock options and restricted stock units 8,601,639  6,279,623  Warrants 104,687,587  26,928,634  Convertible Notes 17,782,644  14,836,450

v3.24.2.u1

Other Expense (Tables)	6 Months Ended
	Jun. 30, 2024
Other Income and Expenses [Abstract]
Schedule of Other Expense	The following table provides information about Other expense: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Financing issuance costs $ (3,264) $ (863) $ (3,264) $ (863) Other (6) (15) 130  (32) Total $ (3,270) $ (878) $ (3,134) $ (895)

v3.24.2.u1

Overview (Details)						3 Months Ended		6 Months Ended
	Jan. 31, 2025 USD ($)	Oct. 31, 2024 USD ($)	Aug. 31, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 21, 2024 USD ($) installment	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Aug. 31, 2023 USD ($)	Jul. 29, 2022 USD ($)
Line of Credit Facility [Line Items]
Number of reportable segments | segment								1
Number of operating segments | segment								1
Proceeds from issuance of secured debt								$ 70,075,000	$ 0
Gain (loss) on debt extinguishment						$ 68,478,000	$ (1,876,000)	68,478,000	(3,510,000)
Net loss attributable to shareholders						(28,172,000)	(131,630,000)	(74,880,000)	(203,230,000)
Net cash used in operating activities								66,807,000	75,582,000
Accumulated deficit				$ 950,726,000		950,726,000		950,726,000		$ 875,846,000
Cash and cash equivalents				52,454,000		52,454,000	$ 23,243,000	52,454,000	$ 23,243,000	69,473,000
Working capital				115,058,000		115,058,000		115,058,000
Loan commitment assets				76,091,000		76,091,000		76,091,000		$ 0
Delayed Draw Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Principal					$ 210,500,000
Number of installments | installment					4
Proceeds from issuance of secured debt				135,500,000	$ 75,000,000
Loan commitment assets				$ 76,091,000		$ 76,091,000		$ 76,091,000
Delayed Draw Term Loan | Secured Debt | Forecast
Line of Credit Facility [Line Items]
Proceeds from issuance of secured debt	$ 40,500,000	$ 65,000,000	$ 30,000,000
Credit Facility | Line of Credit | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity					105,000,000
Senior Secured Term Loan | Secured Debt
Line of Credit Facility [Line Items]
Principal												$ 100,000,000
Extinguishment of debt					100,000,000
Gain (loss) on debt extinguishment					$ 68,478,000
DOE Clean Energy Financing Program | Notes Payable
Line of Credit Facility [Line Items]
Aggregate principal amount											$ 398,600,000

v3.24.2.u1

Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Equity interest ownership percentage	100.00%

v3.24.2.u1

Credit and Securities Purchase Transaction (Details)								6 Months Ended
	Jun. 30, 2025 USD ($)	Jan. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Oct. 31, 2024 USD ($)	Aug. 31, 2024 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 21, 2024 USD ($) tranche installment $ / shares shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Jul. 29, 2022 USD ($)	May 22, 2020 $ / shares
Credit and Securities Purchase Transaction [Line Items]
Proceeds from issuance of secured debt								$ 70,075,000	$ 0
Loan commitment assets						$ 76,091,000		$ 76,091,000		$ 0
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares												$ 11.50
Preferred stock, shares issued (in shares) | shares						0		0		0
Preferred stock, shares outstanding (in shares) | shares						0		0		0
Series A-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Proceeds from issuance of preferred stock							$ 455,822.59
Convertible preferred stock (in shares) | shares							541,357
Number of common shares issuable upon conversion (in shares) | shares							31,940,063
Preferred stock, number of business days prior to current period							5 days
Series B-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Preferred stock, shares issued (in shares) | shares						0		0
Number of common shares issuable upon conversion (in shares) | shares						1,000,000		1,000,000
Preferred stock, shares outstanding (in shares) | shares						0		0
SPA Warrant | Related Party | Common Stock
Credit and Securities Purchase Transaction [Line Items]
Common stock to be purchased through each warrant (in shares) | shares							43,276,194
Warrants and rights outstanding, term							10 years
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares							$ 0.01
Percentage of additional common stock issued							19.99%
Warrant conversion cap increases percentage							49.90%
SPA Warrant | Related Party | Common Stock | CCM Denali Equity Holdings, LP
Credit and Securities Purchase Transaction [Line Items]
Initial ownership interest						19.90%		19.90%
SPA Warrant and Contingent Warrants | Related Party | Common Stock | CCM Denali Equity Holdings, LP
Credit and Securities Purchase Transaction [Line Items]
Initial ownership interest							33.00%
Delayed Draw Term Loan | Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Principal							$ 210,500,000
Number of installments | installment							4
Proceeds from issuance of secured debt						$ 135,500,000	$ 75,000,000
Number of tranches | tranche							4
Loan commitment assets						$ 76,091,000		$ 76,091,000
Delayed Draw Term Loan | Secured Debt | Forecast
Credit and Securities Purchase Transaction [Line Items]
Proceeds from issuance of secured debt		$ 40,500,000		$ 65,000,000	$ 30,000,000
Delayed Draw Term Loan (DDTL), Additional Funding | Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Number of tranches | tranche							3
Credit Facility | Line of Credit | Revolving Credit Facility
Credit and Securities Purchase Transaction [Line Items]
Maximum borrowing capacity							$ 105,000,000
Senior Secured Term Loan | Secured Debt
Credit and Securities Purchase Transaction [Line Items]
Principal											$ 100,000,000
Interest escrowed for loan										$ 11,755,000
Senior Secured Term Loan | Secured Debt | Atlas Credit Agreement
Credit and Securities Purchase Transaction [Line Items]
Principal							100,000,000
Interest escrowed for loan							11,900,000
Payment for debt extinguishment cost							8,000,000
Debt instrument, participation lieu payments							$ 1,000,000
Senior Secured Term Loan | Secured Debt | Forecast | Insurer Letter Agreement
Credit and Securities Purchase Transaction [Line Items]
Payment for debt extinguishment cost	$ 4,000,000		$ 3,000,000
Credit Agreement | Series A-1 Preferred Stock
Credit and Securities Purchase Transaction [Line Items]
Preferred stock, shares issued (in shares) | shares							59

v3.24.2.u1

Revenue Recognition - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenue	$ 898	$ 249	$ 7,499	$ 9,084
Product revenue
Disaggregation of Revenue [Line Items]
Total revenue	597	249	7,097	8,924
Service revenue
Disaggregation of Revenue [Line Items]
Total revenue	$ 301	$ 0	$ 402	$ 160

v3.24.2.u1

Revenue Recognition - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Increase (decrease) in contract asset			$ 4,552	$ 106
Increase (decrease) in contract liabilities			2,592	$ (1,471)
Revenue recognized in contract liabilities			863
Increase from customer advance payments			3,455
Contract liabilities, current	$ 4,814		4,814		$ 3,070
Contract liabilities, long-term	4,388		4,388		$ 3,540
Contract assets, current	11,107		11,107
Contract assets, long-term	$ 1,767		$ 1,767
Revenue Benchmark | Customer 1 | Customer Concentration Risk
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Concentration risk percentage	87.00%	100.00%	88.00%	97.80%

v3.24.2.u1

Revenue Recognition - Information about Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract assets	$ 12,874	$ 8,322
Contract liabilities	$ 9,202	$ 6,610

v3.24.2.u1

Cash, Cash Equivalents and Restricted Cash - Narrative (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 interest_payment
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash minimum liquidity requirement amount	$ 2,500
Delayed Draw Term Loan | Secured Debt
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash minimum liquidity requirement increases	5,000
DOE Clean Energy Financing Program
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash minimum liquidity requirement increases	$ 15,000
Senior Secured Term Loan | Secured Debt
Restricted Cash and Cash Equivalents Items [Line Items]
Number of immediately following interest payments required to be escrowed | interest_payment		4

v3.24.2.u1

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 52,454	$ 69,473	$ 23,243
Restricted cash - current	2,625	3,439	3,363
Long-term restricted cash	2,500	11,755	11,550
Total cash, cash equivalents and restricted cash	$ 57,579	$ 84,667	$ 38,156	$ 31,223

v3.24.2.u1

Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 17,509	$ 15,487
Work-in-process	237	1,105
Finished goods	93	478
Total inventory, net	$ 17,839	$ 17,070

v3.24.2.u1

Property, Plant and Equipment, Net - Components of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 70,936	$ 55,887
Less: Accumulated depreciation	(20,341)	(18,032)
Total property, plant and equipment, net	50,595	37,855
Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 49,233	20,559
Equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	5 years
Equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	10 years
Finance lease
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 504	504
Estimated Useful lives	5 years
Furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,243	2,103
Furniture | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	5 years
Furniture | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	10 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 8,302	7,718
Tooling
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 10,654	7,045
Tooling | Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	2 years
Tooling | Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful lives	3 years
Construction in progress (“CIP”)
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 0	$ 17,958

v3.24.2.u1

Property, Plant and Equipment, Net - Narratives (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense related to property and equipment	$ 1,349	$ 2,444	$ 2,524	$ 5,111
Loss from write-down of property, plant and equipment	271	5,436	336	6,196
Interest costs	$ 991	$ 0	$ 1,841	$ 0

v3.24.2.u1

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Capitalized cost	$ 146		$ 146
Additional capitalized cost			8
Amortization of capitalized computer software cost	12	$ 10	24	$ 20
Patents
Finite-Lived Intangible Assets [Line Items]
Gross patents value	$ 400		$ 400
Patents useful lives	10 years		10 years
Patents amortization expenses	$ 10	$ 10	$ 20	$ 20
Software
Finite-Lived Intangible Assets [Line Items]
Patents useful lives	3 years		3 years

v3.24.2.u1

Notes Receivable, Net and Variable Interest Entities (“VIEs”) Consideration (Details) - Variable Interest Entity, not primary beneficiary - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Loan commitment on the consolidated balance sheet	$ 847	$ 863
Financing receivable, allowance for credit loss	$ 37	$ 2

v3.24.2.u1

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued payroll	$ 7,181	$ 4,553
Warranty reserve	5,054	6,197
Accrued legal and professional expenses	9,725	10,710
Provision for contract losses	3,624	3,351
Insurance premium payable	0	2,605
Other	9,163	4,916
Total accrued expenses	34,747	$ 32,332
Insurer letter agreement, other accrued liabilities, current	$ 7,000

v3.24.2.u1

Accrued Expenses - Warranty Reserve Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Movement in Standard Product Warranty Accrual [Roll Forward]
Warranty reserve - beginning of period	$ 5,513	$ 3,972	$ 6,197	$ 3,836
Additions for current period deliveries	0	41	265	398
Changes in the warranty reserve estimate	(201)	708	(1,150)	708
Warranty costs incurred	(258)	(300)	(258)	(521)
Warranty reserve - end of period	$ 5,054	$ 4,421	$ 5,054	$ 4,421

v3.24.2.u1

Government Grants (Details) - Production Tax Credits - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Government Assistance [Line Items]
Tax credits transferred, sales price as percentage of value (percent)	90.00%
Transferred tax credits purchase price	$ 3,430
Government assistance amount	125	$ 45	$ 1,667	$ 844
Current grants receivable	$ 1,493		$ 1,493		$ 3,256

v3.24.2.u1

Related Party Transactions (Details) - USD ($)	1 Months Ended	6 Months Ended
	Jul. 31, 2021	Jun. 30, 2024	Jun. 30, 2023	Jan. 31, 2023	Jan. 18, 2023	Jul. 06, 2021
2021 Convertible Note Payable | Convertible Notes
Related Party Transaction [Line Items]
Principal						$ 100,000,000
Related Party
Related Party Transaction [Line Items]
Payment made for debt issuance cost		$ 12,238,000	$ 1,116,000
Related Party | 2021 Convertible Note Payable
Related Party Transaction [Line Items]
Notes payable	$ 100,000,000
Payment made for debt issuance cost	$ 3,000,000
Related Party | AFG Convertible Notes | Convertible Notes
Related Party Transaction [Line Items]
Principal				$ 13,750,000	$ 13,750,000
Paid-in-kind interest rate				26.50%	26.50%

v3.24.2.u1

Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Borrowing Outstanding
Total borrowings	$ 218,141	$ 238,962
Current portion	3,041	3,332
Total borrowings, non-current	215,100	235,630
Carrying Value*
Total borrowings	153,281	203,859
Current portion	3,041	3,332
Total borrowings, non-current	150,240	200,527
Notes payable - related party
Borrowing Outstanding
Total borrowings	214,027	133,244
Carrying Value*
Total borrowings	149,172	112,525
2021 Convertible Note Payable | Convertible Notes
Borrowing Outstanding
Total borrowings	119,289	115,815
Carrying Value*
Total borrowings	101,256	94,386
Delayed Draw Term Loan (at fair value) | Secured Debt
Borrowing Outstanding
Total borrowings	75,000	0
Carrying Value*
Total borrowings	25,893	0
AFG Convertible Notes | Convertible Notes
Borrowing Outstanding
Total borrowings	19,738	17,429
Carrying Value*
Total borrowings	22,023	18,139
Senior Secured Term Loan
Carrying Value*
Total borrowings	0	85,624
Senior Secured Term Loan | Secured Debt
Borrowing Outstanding
Total borrowings	0	100,000
Carrying Value*
Total borrowings	0	85,624
Equipment financing facility
Carrying Value*
Total borrowings	4,109	5,710
Equipment financing facility | Line of Credit
Borrowing Outstanding
Total borrowings	4,114	5,718
Carrying Value*
Total borrowings	$ 4,109	$ 5,710

v3.24.2.u1

Borrowings - Narrative (Details)									3 Months Ended			5 Months Ended	6 Months Ended			12 Months Ended
	Jun. 30, 2025 USD ($)	Jan. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Oct. 31, 2024 USD ($)	Aug. 31, 2024 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Jun. 21, 2024 USD ($) tranche installment	Jul. 29, 2022 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Apr. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	Jun. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares	Jan. 31, 2023 USD ($)	Jan. 18, 2023 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Jul. 06, 2021 USD ($)
Debt Instrument [Line Items]
Proceeds from issuance of secured debt													$ 70,075,000		$ 0
Restricted cash minimum liquidity requirement amount						$ 2,500,000			$ 2,500,000				2,500,000
Loss on fair value of loans									$ 240,000	$ 0			$ 240,000		0
Common stock, par value (in dollars per share) | $ / shares						$ 0.0001			$ 0.0001				$ 0.0001	$ 0.0001		$ 0.0001
Long-term debt, current						$ 3,041,000			$ 3,041,000				$ 3,041,000	$ 3,332,000		$ 3,332,000
Proceeds from issuance of convertible notes - related party													0		48,050,000
Gain (loss) on debt extinguishment									68,478,000	(1,876,000)			68,478,000		(3,510,000)
Principal						218,141,000			218,141,000				218,141,000	238,962,000		238,962,000
Delayed Draw Term Loan | Secured Debt
Debt Instrument [Line Items]
Principal							$ 210,500,000
Number of installments | installment							4
Proceeds from issuance of secured debt						135,500,000	$ 75,000,000
Number of tranches | tranche							4
Initial direct costs							$ 3,750,000
Stated interest rate							15.00%
Percentage of additional debt instrument, interest rate							5.00%
Percentage of original issue discount							5.00%
Percentage of debt exit fee							5.00%
Restricted cash minimum liquidity requirement increases						5,000,000			5,000,000				5,000,000
Number of days prior to current maturity date							91 days
Percentage of debt milestones penalty							4.00%
Percentage of debt milestones penalty, net							16.00%
Debt instrument, milestones penalty percentage							49.00%
Percentage of credit agreement							33.00%
Debt instrument, writ or warrant excess amount							$ 2,500,000
Fair value of loans						25,893,000	$ 25,653,000		25,893,000				25,893,000
Loss on fair value of loans									240,000				240,000
Principal						75,000,000			75,000,000				75,000,000	0		0
Delayed Draw Term Loan | Secured Debt | Minimum
Debt Instrument [Line Items]
Percentage of additional debt instrument, interest rate							1.00%
Credit agreement approval term							90 days
Delayed Draw Term Loan | Secured Debt | Maximum
Debt Instrument [Line Items]
Percentage of additional debt instrument, interest rate							5.00%
Credit agreement approval term							240 days
Delayed Draw Term Loan | Secured Debt | Forecast
Debt Instrument [Line Items]
Proceeds from issuance of secured debt		$ 40,500,000		$ 65,000,000	$ 30,000,000
Delayed Draw Term Loan (DDTL), Additional Funding | Secured Debt
Debt Instrument [Line Items]
Number of tranches | tranche							3
Credit Facility | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility borrowing capacity							$ 105,000,000
DOE Clean Energy Financing Program
Debt Instrument [Line Items]
Restricted cash minimum liquidity requirement increases						15,000,000			15,000,000				15,000,000
2021 Convertible Note Payable | Convertible Notes
Debt Instrument [Line Items]
Principal																				$ 100,000,000
Interest incurred and included in principal amount													3,474,000			3,373,000
Embedded conversion feature						53,000			53,000				53,000	78,000		78,000
Non-cash interest expense - related party									3,479,000	3,009,000			6,895,000		5,970,000
Amortization of debt discount									1,588,000	1,250,000			3,119,000		2,457,000
Principal						119,289,000			119,289,000				119,289,000	115,815,000		115,815,000
AFG Convertible Notes | Related Party
Debt Instrument [Line Items]
Fair value of loans																		$ 16,623,000
Interest incurred and included in principal amount													2,309,000	2,039,000
Non-cash interest expense - related party											$ 2,873,000
AFG Convertible Notes | Convertible Notes
Debt Instrument [Line Items]
Common stock, par value (in dollars per share) | $ / shares																		$ 0.0001
Conversion price per unit (in dollars per share) | $ / shares																		$ 1.67
AFG Convertible Notes | Convertible Notes | Related Party
Debt Instrument [Line Items]
Principal																	$ 13,750,000	$ 13,750,000
Paid-in-kind interest rate																	26.50%	26.50%
Embedded conversion feature						5,361,000			5,361,000				5,361,000	4,345,000		4,345,000
Non-cash interest expense - related party									1,433,000	1,129,000			2,868,000		2,098,000
Amortization of debt discount									218,000	210,000			436,000		358,000
Principal						19,738,000			19,738,000				19,738,000	17,429,000		17,429,000
Senior Secured Term Loan | Minimum | SOFR
Debt Instrument [Line Items]
Variable rate spread								0.2616%
Senior Secured Term Loan | Minimum | NYFRB
Debt Instrument [Line Items]
Variable rate spread								0.50%
Senior Secured Term Loan | Secured Debt
Debt Instrument [Line Items]
Principal								$ 100,000,000
Number of days prior to current maturity date								91 days
Interest escrowed for loan														11,755,000		11,755,000
Gain (loss) on debt extinguishment							68,478,000
Principal						0			0				0	100,000,000		100,000,000
Senior Secured Term Loan | Secured Debt | Atlas Credit Agreement
Debt Instrument [Line Items]
Principal							$ 100,000,000
Number of days prior to current maturity date							91 days
Interest escrowed for loan							$ 11,900,000
Debt instrument, participation lieu payments							1,000,000
Payment for debt extinguishment cost							8,000,000
Gain (loss) on restructuring of debt							$ 68,478,000
Senior Secured Term Loan | Secured Debt | Forecast | Insurer Letter Agreement
Debt Instrument [Line Items]
Payment for debt extinguishment cost	$ 4,000,000		$ 3,000,000
Senior Secured Term Loan | SOFR Loans
Debt Instrument [Line Items]
Variable rate spread								8.50%
Senior Secured Term Loan | ABR Loans
Debt Instrument [Line Items]
Stated interest rate								7.50%
Equipment financing facility
Debt Instrument [Line Items]
Non-cash interest expense - related party									178,000	292,000			387,000		609,000
Long-term line of credit						4,109,000			4,109,000				4,109,000	5,710,000		5,710,000
Long-term debt, current						3,041,000			3,041,000				3,041,000	3,332,000		3,332,000
Equipment financing facility | Line of Credit
Debt Instrument [Line Items]
Line of credit facility borrowing capacity																			$ 25,000,000
Principal						$ 4,114,000			$ 4,114,000				$ 4,114,000	5,718,000		5,718,000
Yorkville Convertible Promissory Note | Convertible Notes | Related Party
Debt Instrument [Line Items]
Proceeds from issuance of convertible notes - related party												$ 37,000,000
Amortization of debt discount										10,620,000					$ 17,572,000
Converted instrument, shares issued (in shares) | shares															22,947,029
Gain (loss) on debt extinguishment										(1,876,000)					$ (3,510,000)
Principal														$ 0		$ 0
Embedded Derivatives - Yorkville Convertible Promissory Notes | Convertible Notes | Related Party
Debt Instrument [Line Items]
Amortization of debt discount										$ (8,818,000)					$ (6,922,000)

v3.24.2.u1

Borrowings - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
2021 Convertible Note Payable | Convertible Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 1,737	$ 1,637		$ 3,474	$ 3,274
Amortization of debt discount	1,588	1,250		3,119	2,457
Amortization of debt issuance costs	154	122		302	239
Total	3,479	3,009		6,895	5,970
AFG Convertible Notes | Related Party
Debt Instrument [Line Items]
Total			$ 2,873
AFG Convertible Notes | Convertible Notes | Related Party
Debt Instrument [Line Items]
Contractual interest expense	1,154	860		2,309	1,639
Amortization of debt discount	218	210		436	358
Amortization of debt issuance costs	61	59		123	101
Total	1,433	1,129		2,868	2,098
Senior Secured Term Loan | Secured Debt | Nonrelated Party
Debt Instrument [Line Items]
Contractual interest expense	3,174	3,453		6,858	6,826
Amortization of debt discount	109	99		224	192
Amortization of debt issuance costs	963	873		1,980	1,695
Total	$ 4,246	$ 4,425		$ 9,062	$ 8,713

v3.24.2.u1

Borrowings - Net Carrying Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Principal	$ 218,141	$ 238,962
Total borrowings	153,281	203,859
2021 Convertible Note Payable | Convertible Notes
Debt Instrument [Line Items]
Principal	119,289	115,815
Unamortized debt discount	(16,493)	(19,612)
Unamortized debt issuance costs	(1,593)	(1,895)
Embedded conversion feature	53	78
Total borrowings	101,256	94,386
AFG Convertible Notes | Convertible Notes | Related Party
Debt Instrument [Line Items]
Principal	19,738	17,429
Unamortized debt discount	(2,399)	(2,835)
Unamortized debt issuance costs	(677)	(800)
Embedded conversion feature	5,361	4,345
Total borrowings	22,023	18,139
Senior Secured Term Loan
Debt Instrument [Line Items]
Total borrowings	0	85,624
Senior Secured Term Loan | Secured Debt
Debt Instrument [Line Items]
Principal	0	100,000
Total borrowings	$ 0	85,624
Senior Secured Term Loan | Secured Debt | Nonrelated Party
Debt Instrument [Line Items]
Principal		100,000
Unamortized debt discount		(1,459)
Unamortized debt issuance costs		(12,917)
Total borrowings		$ 85,624

v3.24.2.u1

Borrowings - Equipment Financing Facility (Details) - Line of Credit - Equipment financing facility - USD ($) $ in Thousands	1 Months Ended		34 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2024	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Gross Amount of Initial Draw	$ 4,216	$ 7,000	$ 11,216
Coupon Interest Rate				16.20%	14.30%
Debt Issuance Costs			$ 271	$ 96	$ 175

v3.24.2.u1

Warrants Liability - Schedule of Common Stock Warrants Outstanding and Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	54,359,139	54,359,139
Fair Value	$ 32,502	$ 27,461
Related Party
Class of Warrant or Right [Line Items]
Fair Value	$ 141,296	$ 0
Related Party | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1	0
Fair Value	$ 141,296	$ 0
IPO warrants | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	274,400	274,400
Fair Value	$ 52	$ 55
April 2023 warrants | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	16,000,000	16,000,000
Fair Value	$ 7,368	$ 6,276
May 2023 warrants | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	3,601,980	3,601,980
Fair Value	$ 1,818	$ 1,544
December 2023 warrants | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	34,482,759	34,482,759
Fair Value	$ 23,264	$ 19,586
SPA Warrant | Related Party | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1	0
Fair Value	$ 49,032	$ 0
SPA Warrant and Contingent Warrants | Related Party | Common Stock
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	0	0
Fair Value	$ 92,264	$ 0

v3.24.2.u1

Warrants Liability - Narrative (Details) - $ / shares		1 Months Ended			3 Months Ended		6 Months Ended
	Jun. 21, 2024	Dec. 31, 2023	May 31, 2023	Apr. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 22, 2020
Class of Warrant or Right [Line Items]
Common stock to be purchased through warrants (in shares)									9,075,000
Exercise price of warrants (in dollars per share)									$ 11.50
Common Stock
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)					9,387,541	31,332,517	16,627,523	43,232,917
Related Party | Common Stock | April 2023 warrants
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)				16,000,000
Common stock to be purchased through warrants (in shares)				16,000,000
Related Party | Common Stock | May 2023 warrants
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)			3,601,980
Common stock to be purchased through warrants (in shares)			3,601,980
Related Party | Common Stock | December 2023 warrants
Class of Warrant or Right [Line Items]
Issuance of common stock (in shares)		34,482,759
Related Party | Common Stock | SPA Warrant
Class of Warrant or Right [Line Items]
Common stock to be purchased through each warrant (in shares)	43,276,194
Warrants term	10 years
Exercise price of warrants (in dollars per share)	$ 0.01
Percentage of additional common stock issued	19.99%
Warrant conversion cap increases percentage	49.90%
Related Party | Common Stock | SPA Warrant | CCM Denali Equity Holdings, LP
Class of Warrant or Right [Line Items]
Ownership percentage					19.90%		19.90%
Related Party | Common Stock | SPA Warrant and Contingent Warrants | CCM Denali Equity Holdings, LP
Class of Warrant or Right [Line Items]
Ownership percentage	33.00%

v3.24.2.u1

Fair Value Measurement - Fair Value of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
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
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 | SPA Warrant and 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
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 | SPA Warrant and 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	52	55
Total liabilities	52	55
Level 3 | Embedded derivatives
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Embedded derivatives	5,414	4,423
Level 3 | Delayed Draw Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Delayed Draw Term Loan	25,893	0
Level 3 | SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	49,032	0
Level 3 | SPA Warrant and Contingent Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	92,264	0
Level 3 | IPO, April, May and December 2023 Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants liability	32,450	27,406
Total liabilities	$ 205,053	$ 31,829

v3.24.2.u1

Fair Value Measurement - Narratives (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2024	Jun. 21, 2024	May 22, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loan commitment assets		$ 76,091
Exercise price of warrants (in dollars per share)			$ 11.50
Level 3 | SPA Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price of warrants (in dollars per share)	$ 0.01

v3.24.2.u1

Fair Value Measurement - Assumptions used to determine Fair Value of Warrants and Debt Instruments (Details) - Level 3	Jun. 30, 2024	Jun. 21, 2024
SPA Warrant and Contingent Warrants | Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding, measurement input	0.700	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	0.100	0.100
Delayed Draw Term Loan | Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input	0.475	0.475
Loan Commitment Assets | Debt yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, measurement input		0.475

v3.24.2.u1

Fair Value Measurement - Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Embedded derivatives
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	$ 3,889	$ 21,255	$ 4,423	$ 1,945
Additions	0	15,820	0	42,191
Change in fair value of liabilities	1,525	5,692	991	(1,369)
Balance at end of the period	5,414	42,767	5,414	42,767
SPA Warrant and Contingent Warrants | Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	0	0	0	0
Additions	95,094	0	95,094	0
Change in fair value of liabilities	46,202	0	46,202	0
Balance at end of the period	141,296	0	141,296	0
April, May, and December 2023 Warrants | Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	24,512	0	27,406	0
Additions	0	29,553	0	29,553
Change in fair value of liabilities	7,938	27,352	5,044	27,352
Balance at end of the period	32,450	56,905	32,450	56,905
Delayed Draw Term Loan | Debt
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	0	0	0	0
Additions	25,653	0	25,653	0
Change in fair value of liabilities	240	0	240	0
Balance at end of the period	$ 25,893	$ 0	$ 25,893	$ 0

v3.24.2.u1

Fair Value Measurement - Estimated Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 21, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	$ 153,281		$ 203,859
Carrying Value	244,443		204,722
Fair Value		$ 76,091
Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	847		863
Loan commitment assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	76,091		0
2021 Convertible Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	101,256		94,386
Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	0		85,624
AFG Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	22,023		18,139
Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	4,109		5,710
Series A-1 Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying Value	40,117		0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	200,637		143,255
Level 3 | Notes receivable
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	705		719
Level 3 | Loan commitment assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	76,217		0
Level 3 | 2021 Convertible Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	61,764		57,998
Level 3 | Senior Secured Term Loan
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	0		61,360
Level 3 | AFG Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	20,285		18,352
Level 3 | Equipment financing facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	3,499		4,826
Level 3 | Series A-1 Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value	$ 38,167		$ 0

v3.24.2.u1

Commitments and Contingencies (Details) $ in Thousands	Feb. 01, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Settlement, amount awarded to other party	$ 8,500
Payments for legal settlements	$ 1

v3.24.2.u1

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 1,857	$ 2,304	$ 4,798	$ 5,667
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	90	239	264	979
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 1,767	$ 2,065	$ 4,534	$ 4,688

v3.24.2.u1

Stock-Based Compensation - Narratives (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock compensation expense	$ 10,529
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting term	2 years

v3.24.2.u1

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 8	$ 2	$ 33	$ 12

v3.24.2.u1

Shareholders’ Deficit - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($) vote $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2024 USD ($) vote $ / shares shares	Jun. 30, 2023 USD ($) shares	Mar. 31, 2024 shares	Dec. 31, 2023 $ / shares shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares	May 22, 2020 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	1,000,000		1,000,000			1,000,000
Preferred stock, shares issued (in shares)	0		0			0
Preferred stock, shares outstanding (in shares)	0		0			0
Common stock, shares authorized (in shares)	600,000,000		600,000,000			600,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001			$ 0.0001
Number of votes for each share | vote	1		1
Common stock, shares issued (in shares)	216,491,215		216,491,215			199,133,827
Common stock, shares outstanding (in shares)	216,491,215		216,491,215			199,133,827
Cancellation of shares used to settle payroll tax withholding | $	$ 43,000	$ 106,000	$ 351,000	$ 451,000
Common stock to be purchased through warrants (in shares)									9,075,000
Price of common stock to be purchased through warrants (in dollars per share) | $ / shares									$ 11.50
Public Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)	7,052,254		7,052,254			7,052,254
Private Placement
Class of Stock [Line Items]
Proceeds from sale of treasury stock | $				$ 35,550,000
Sale of stock, number of shares issued in transaction (in shares)				23,630,937
ATM
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	9,387,541	0	16,627,523	0
Authorized value of stock to be sold | $	$ 200,000		$ 200,000
Cash received on issuance of shares | $	$ 6,882,000		$ 14,089,000
Sale of stock, average price per share (in dollars per share) | $ / shares	$ 0.76		$ 0.87
Common Stock
Class of Stock [Line Items]
Common stock, shares outstanding (in shares)	216,491,215	127,309,960	216,491,215	127,309,960	206,779,447	199,133,827	95,222,670	82,653,781
Exercise of warrants (in shares)	0	0	0	0
Warrants outstanding (in shares)	54,359,139		54,359,139			54,359,139

v3.24.2.u1

Shareholders’ Deficit - Potentially Dilutive Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock options and restricted stock units
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	8,601,639	6,279,623	8,601,639	6,279,623
Warrants
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	104,687,587	26,928,634	104,687,587	26,928,634
Convertible Notes
Class of Stock [Line Items]
Anti-dilutive securities excluded from calculation of diluted net loss per share (in shares)	17,782,644	14,836,450	17,782,644	14,836,450

v3.24.2.u1

Other Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Other Income and Expenses [Abstract]
Financing issuance costs	$ (3,264)	$ (863)	$ (3,264)	$ (863)
Other	(6)	(15)	130	(32)
Total	$ (3,270)	$ (878)	$ (3,134)	$ (895)

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