Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Fisker Inc./DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3100340 | |
Entity Address, Address Line One | 1888 Rosecrans Avenue | |
Entity Address, City or Town | Manhattan Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90266 | |
City Area Code | 833 | |
Local Phone Number | 434-7537 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Central Index Key | 0001720990 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39160 | |
Title of 12(b) Security | Class A Common Stock, par value of $0.00001 per share | |
Trading Symbol | FSR | |
Security Exchange Name | NYSE | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 163,840,984 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 132,354,128 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,400,411 | $ 991,158 |
Prepaid expenses and other current assets | 22,856 | 9,872 |
Total current assets | 1,423,267 | 1,001,030 |
Non-current assets: | ||
Property and equipment, net | 18,558 | 945 |
Intangible assets | 200,089 | 58,041 |
Right-of-use assets, net | 19,178 | 2,548 |
Other non-current assets | 1,352 | 1,329 |
Total non-current assets | 239,177 | 62,863 |
TOTAL ASSETS | 1,662,444 | 1,063,893 |
Current liabilities: | ||
Accounts payable | 13,142 | 5,159 |
Accrued expenses | 60,198 | 7,408 |
Lease liabilities | 4,023 | 655 |
Total current liabilities | 77,363 | 13,222 |
Non-current liabilities: | ||
Customer deposits | 5,085 | 3,527 |
Warrants liability | 0 | 138,102 |
Lease liabilities | 15,831 | 1,912 |
Convertible senior notes | 659,129 | 0 |
Total non-current liabilities | 680,045 | 143,541 |
Total liabilities | 757,408 | 156,763 |
COMMITMENTS AND CONTINGENCIES (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.00001 par value; 15,000,000 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Additional paid-in capital | 1,385,846 | 1,055,128 |
Accumulated deficit | (480,813) | (147,904) |
Receivable for warrant exercises | 0 | (96) |
Total stockholders' equity | 905,036 | 907,130 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,662,444 | 1,063,893 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 2 | 1 |
Total stockholders' equity | 2 | 1 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | 1 | 1 |
Total stockholders' equity | $ 1 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock par value | $ 0.00001 | |
Class A Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 750,000,000 | 750,000,000 |
Common stock, issued | 163,816,328 | 144,912,362 |
Common stock, outstanding | 163,816,328 | 144,912,362 |
Class B Common Stock | ||
Common stock par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 132,354,128 | 132,354,128 |
Common stock, outstanding | 132,354,128 | 132,354,128 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 15 | $ 0 | $ 65 | $ 0 |
Cost of goods sold | 16 | 0 | 47 | 0 |
Gross margin | (1) | 0 | 18 | 0 |
Operating costs and expenses: | ||||
General and administrative | 10,273 | 6,521 | 24,012 | 8,056 |
Research and development | 99,291 | 3,402 | 171,807 | 3,963 |
Total operating costs and expenses | 109,564 | 9,923 | 195,819 | 12,019 |
Loss from operations | (109,565) | (9,923) | (195,801) | (12,019) |
Other income (expense): | ||||
Other income (expense) | (84) | 6 | (98) | 15 |
Interest income | 155 | 8 | 415 | 13 |
Interest expense | (2,147) | (765) | (2,147) | (1,326) |
Change in fair value of derivatives | 0 | (29,149) | (138,436) | (29,409) |
Foreign currency gain (loss) | 1,797 | 159 | 3,158 | 122 |
Total other income (expense) | (279) | (29,741) | (137,108) | (30,585) |
Net loss | $ (109,844) | $ (39,664) | $ (332,909) | $ (42,604) |
Net loss per common share | ||||
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted | $ (0.37) | $ (0.38) | $ (1.15) | $ (0.40) |
Weighted average shares outstanding | ||||
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted | 296,133,530 | 105,549,787 | 290,445,265 | 105,476,293 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Temporary Equity and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Receivable For Warrant Exercises | Accumulated deficit | Series A Convertible Preferred Stock | Series B Convertible Preferred Stock | Founder Convertible Preferred Stock [Member] | Class A Common Stock | Class B Common Stock |
Balance at Dec. 31, 2019 | $ (17,143) | $ 756 | $ (17,900) | $ 4,634 | $ 6,386 | $ 1 | |||
Balance, shares at Dec. 31, 2019 | 16,983,241 | 3,765,685 | 27,162,191 | 210,863 | 105,191,937 | ||||
Stock-based compensation | 334 | 334 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | 83 | 83 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings , shares | 146,984 | ||||||||
Net loss | (42,604) | (42,604) | |||||||
Balance at Sep. 30, 2020 | (59,330) | 1,173 | (60,504) | $ 4,634 | $ 6,386 | $ 1 | |||
Balance, shares at Sep. 30, 2020 | 16,983,241 | 3,765,685 | 27,162,191 | 357,847 | 105,191,937 | ||||
Balance at Jun. 30, 2020 | (19,990) | 849 | (20,840) | $ 4,634 | $ 6,386 | $ 1 | |||
Balance, shares at Jun. 30, 2020 | 16,983,241 | 3,765,685 | 27,162,191 | 266,015 | 105,191,937 | ||||
Stock-based compensation | 264 | 264 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | 60 | 60 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings , shares | 91,832 | ||||||||
Net loss | (39,664) | (39,664) | |||||||
Balance at Sep. 30, 2020 | (59,330) | 1,173 | (60,504) | $ 4,634 | $ 6,386 | $ 1 | |||
Balance, shares at Sep. 30, 2020 | 16,983,241 | 3,765,685 | 27,162,191 | 357,847 | 105,191,937 | ||||
Balance at Dec. 31, 2020 | 907,130 | 1,055,128 | $ (96) | (147,904) | $ 1 | $ 1 | |||
Balance, shares at Dec. 31, 2020 | 144,912,362 | 132,354,128 | |||||||
Stock-based compensation | 4,078 | 4,078 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | (53) | (53) | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings , shares | 1,095,446 | ||||||||
Exercise of warrants | 365,922 | 365,463 | 458 | $ 1 | |||||
Exercise of warrants, shares | 27,751,587 | ||||||||
Shares surrendered upon exercise of warrants | (384) | (384) | |||||||
Shares surrendered upon exercise of warrants, shares | (9,943,067) | ||||||||
Net loss | (332,909) | (332,909) | |||||||
Stock issuance costs and redemption payments | (22) | $ 22 | |||||||
Vesting of Magna Warrants | 58,040 | 58,040 | |||||||
Purchase of capped call options | (96,788) | (96,788) | |||||||
Balance at Sep. 30, 2021 | 905,036 | 1,385,846 | (480,813) | $ 2 | $ 1 | ||||
Balance, shares at Sep. 30, 2021 | 163,816,328 | 132,354,128 | |||||||
Balance at Jun. 30, 2021 | 1,110,590 | 1,481,556 | (370,969) | $ 2 | $ 1 | ||||
Balance, shares at Jun. 30, 2021 | 163,711,901 | 132,354,128 | |||||||
Stock-based compensation | 1,043 | 1,043 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings | $ 35 | 35 | |||||||
Exercise of stock options and issuance of restricted stock unit awards, net of statutory tax withholdings , shares | 977,952 | 104,427 | |||||||
Net loss | $ (109,844) | (109,844) | |||||||
Purchase of capped call options | (96,788) | ||||||||
Balance at Sep. 30, 2021 | $ 905,036 | $ 1,385,846 | $ (480,813) | $ 2 | $ 1 | ||||
Balance, shares at Sep. 30, 2021 | 163,816,328 | 132,354,128 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (332,909) | $ (42,604) |
Reconciliation of net loss to net cash used in operating activities: | ||
Stock-based compensation | 4,078 | 334 |
Depreciation | 397 | 26 |
Amortization of right-of-use asset | 1,683 | 101 |
Change in fair value of derivative liabilities | 138,436 | 29,409 |
Reclassification of expensed payments to arrangers of convertible security | 0 | 3,500 |
Unrealized loss on foreign currency transactions | (1,693) | 12 |
Accretion of debt issuance costs | 153 | 1,091 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (12,945) | (745) |
Accounts payable and accrued expenses | 41,891 | (952) |
Customer deposits | 1,558 | 1,994 |
Change in operating lease liability | (1,026) | (107) |
Net cash (used in) provided by operating activities | (160,377) | (7,941) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment and intangible asset | (81,828) | (224) |
Net cash used in investing activities | (81,828) | (224) |
Cash Flows from Financing Activities: | ||
Proceeds from the issuance of bridge notes | 0 | 5,371 |
Proceeds from issuance of convertible notes | 667,500 | 46,500 |
Payments for debt issuance costs | (8,523) | 0 |
Payments for capped call option | (96,788) | 0 |
Payments of deferred offering costs | 0 | (671) |
Proceeds from the exercise of warrants | 89,023 | 0 |
Payments for redemption of unexercised warrants | (22) | 0 |
Payments to tax authorities for statutory tax withholdings | (4,891) | 0 |
Proceeds from the exercise of stock options | 5,159 | 83 |
Net cash provided by financing activities | 651,458 | 51,283 |
Net increase (decrease) in cash and cash equivalents | 409,253 | 43,118 |
Cash and cash equivalents, beginning of the period | 991,158 | 1,858 |
Cash and cash equivalents, end of the period | 1,400,411 | 44,976 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Overview of the Company
Overview of the Company | 9 Months Ended |
Sep. 30, 2021 | |
Overview Of The Company [Abstract] | |
Overview of the Company | 1. Overview of the Company Fisker Inc. (“Fisker” or the “Company”) was originally incorporated in the State of Delaware on Legacy Fisker was incorporated in the State of Delaware on September 21, 2016. In connection with its formation, the Company entered into stock purchase agreements with the Company’s founders, whereby the founders contributed certain intellectual property (primarily trademarks) and interests in Platinum IPR LLC. Platinum IPR LLC was an entity solely owned by the Company’s founders, which held Fisker trademarks registered in a variety of jurisdictions around the world. The founders’ transfer of its interest in Platinum IPR LLC and the transfer of trademarks was accounted for as a transfer of assets between entities under common control. The carrying amount of the transferred assets is recorded based on the prior carrying value, which was de minimis. The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “FSR”. The Company’s warrants previously traded on the New York Stock Exchange under the symbol “FSR WS” and on April 19, 2021, the NYSE filed a Form 25-NSE with |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Unaudited Interim Financial Statements The condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations and the condensed consolidated statements of changes in temporary equity and stockholders’ equity (deficit) for the three-months and nine-months ended September 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the nine-months ended September 30, 2021 and 2020, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K/A Comprehensive loss is not separately presented as the amounts are equal to net loss for the three-months and nine-months ended September 30, 2021 and 2020. The interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The condensed consolidated financial statements for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. Reverse Recapitalization The Business Combination was accounted for as a reverse recapitalization and Spartan was treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Fisker and its wholly owned subsidiaries “as if” Legacy Fisker is the predecessor to the Company. The shares and net loss per common share, prior to the Business Combination, have been adjusted as shares reflecting the exchange ratio established in the Business Combination. Going Concern, Liquidity and Capital Resources The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. Since inception, the Company has incurred significant accumulated losses of approximately $481 million. As of September 30, 2021, the Company had approximately $1,400 million in cash and cash equivalents. The Company expects to continue to incur significant operating losses for the foreseeable future. Proceeds from the Business Combination, issuance of convertible senior notes, and exercised public warrants and options provide the Company the liquidity and capital resources to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance. Supplier Risk The Company continued nomination of suppliers with an accelerated phase during the quarter for engineering, development, testing, tooling and production of components for serial production of its vehicles. As of September 30, 2021, these supplier contracts do not represent unconditional purchase obligations with take-or-pay Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Fair Value Measurements The Company follows the accounting guidance in ASC 820, Fair Value Measurement The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of September 30, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2020. The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. The Company maintains a valuation allowance against the full value of its U.S. and state net deferred tax assets because the Company believes the recoverability of the tax assets is not more likely than not as of September 30, 2021. Debt issuance costs Direct and incremental costs, including amounts paid to initial purchasers of the Company’s convertible notes, are directly attributed to efforts to obtain debt financing are debt issuance costs. Upon issuance of debt, the carrying value is the principal amount of debt reduced by any debt issuance costs. Debt issuance costs are attributed to interest expense and accreted over the expected term of the debt using the effective interest rate method. Derivative Liability The Company accounts for its public and private warrants as a derivative liability initially measured at its fair values and remeasured in the condensed consolidated statements of operations at the end of each reporting period. When the warrants are exercised, the corresponding derivative liability is de-recognized Equity Awards The grant date for an option or stock award is established when the grantee has a mutual understanding of the key terms and conditions of the option or award, the award is authorized, including all the necessary approvals unless approval is essentially a formality or perfunctory, and the grantee begins to benefit from, or be adversely affected by, underlying changes in the price of the Company’s Class A common shares. An award or option is authorized on the date that all approval requirements are completed (e.g., action by the compensation committee approving the award and the number of options, restricted shares or other equity instruments to be issued to individual employees). Leases Current portion of the Company’s lease liability is based on lease payments due within twelve months of the balance sheet date. Variable lease payments are included in lease payments when the contingency upon which the payment is dependent is resolved. Net Loss per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class Recently adopted accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 In September 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) 815-40) if-converted 2020-06 2020-06, Recently issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale non-public |
Business Combination and Recapi
Business Combination and Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination And Recapitalization Disclosure [Abstract] | |
Business Combination and Recapitalization | 3. Business Combination and Recapitalization On October 29, 2020, the Company consummated (the “Closing”) the Business Combination with Legacy Fisker pursuant to the business combination agreement between Legacy Fisker and Spartan (the “Merger Agreement”). Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Fisker was deemed the accounting acquirer and the Company was treated as the accounting acquiree, and the Business Combination was accounted for as a reverse recapitalization. Accordingly, the Business Combination was treated as the equivalent of the Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization. The net assets of Spartan were stated at historical costs, with no goodwill or other intangible assets recorded, and are consolidated with Legacy Fisker’s financial statements on the date of the Closing. The shares and net income (loss) per share available to holders of the Company’s common stock, prior to the Business Combination, have been adjusted as shares reflecting the exchange ratio established in the Merger Agreement. In connection with the Business Combination, Spartan entered into subscription agreements with certain investors (the “PIPE Investors”), whereby pursuant to which it issued 50,000,000 shares of Class A common stock at $10.00 per share (the “PIPE Shares”) for an aggregate purchase price of $500.0 million (the “PIPE Financing”), which closed simultaneously with the consummation of the Business Combination. The aggregate consideration for the Business Combination and proceeds from the PIPE Financing was approximately $1.8 billion, consisting of 179,192,713 shares of common stock valued at $10.00 per share. The common stock consideration consists of (1) 46,838,585 shares of Legacy Fisker Class A common stock, including shares issuable in respect of vested equity awards of the Legacy Fisker and shares issued in respect of the Bridge notes and Convertible Equity Security, plus (2) 132,354,128 shares of Legacy Fisker Class B common stock. Conversion of Notes and Preferred Stock upon Recapitalization Upon the formation of Legacy Fisker in September 2016, HF Holdco LLC, an entity controlled by the Company’s Chief Executive Officer, and founder, and the Company’s Chief Financial Officer and Chief Operating Officer, and founder, advanced the Company $250,000 in the form of a demand note. In May 2020, in satisfaction of the advances made by HF Holdco LLC, the Company issued a bridge note payable to HF Holdco LLC with the principal sum of $250,000 and convertible into Class A Common Stock upon completion of the Business Combination and is no longer outstanding as of December 31, 2020. From July 2019 to September 2020, the Company entered into bridge note agreements with investors. Certain holders of the bridge notes were issued option agreements providing the holder with a non-binding The automatic exchange feature is the predominant settlement feature and the change of control feature within the bridge notes are embedded contingent put options that, collectively, are required to be bifurcated from the debt host and measured at fair value with changes in fair value recognized in earnings (see Note 4). After bifurcation of the embedded derivative, the initial carrying value of the bridge notes are accreted to their stated principal value over the contractual term of the bridge notes, using the effective interest method. The Company recognized approximately $0.2 million of accretion of debt discount from the issuance dates of the bridge notes through March 31, 2020, classified as Interest expense in the Condensed Consolidated Statement of Operations. The embedded derivative was eliminated upon the conversion of the bridge notes payable at the close of the Business Combination. In June 2020, the Company entered into an amendment to the note agreements with holders of the Company’s outstanding bridge notes to provide for amendments to the definition of the Next Equity Financing such that in the event of a Special Purpose Acquisition Company (“SPAC”) Transaction, as defined, prior to repayment or conversion in full of the note, immediately prior to such SPAC Transaction, the outstanding principal and any accrued but unpaid interest under the bridge notes would automatically convert into shares of Class A Common Stock of the Company (or, at the election of the Company, directly into proceeds paid to the holders of Class A Common Stock in connection with such SPAC Transaction) at a price per share that is 75% of the price per share of Class A Common Stock paid in such SPAC Transaction. Upon the Closing, the conversion feature upon a business combination was triggered for the bridge notes causing a conversion of the $10.0 million outstanding principal amount of these bridge notes at a specified price. The noteholders received 1,361,268 shares of Class A Common Stock of the Company as result of the conversion in connection with the Business Combination. Prior to the Closing, Fisker had shares of $0.00001 par value Series A, Series B, and Founders Convertible preferred stock outstanding. The shares of Series A and B preferred stock were convertible into shares of Class A Common Stock of Legacy Fisker based on a specified conversion price calculated by dividing the then-original issue price, as adjusted, for such share of preferred stock by the conversion price, as adjusted, in effect on the date the certificate is surrendered for conversion. Shares of Founders preferred stock, classified in equity, were convertible into Class B Common Stock determined by dividing $0.10, as adjusted, for such share of preferred stock by the conversion price, as adjusted, in effect on the date the certificate is surrendered for conversion. Upon the Closing, the outstanding shares of preferred stock were converted into common stock of the Company at 2.7162, the exchange ratio established in the Business Combination Agreement. Immediately after the Business Combination, Founders Convertible, Series A (pre-combination), (pre-combination) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair value measurements The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of September 30, 2021: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 1,394,181 $ — $ — $ 1,394,181 Total fair value $ 1,394,181 $ — $ — $ 1,394,181 Fair Value Measured as of December 31, 2020: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 987,728 $ — $ — $ 987,728 Total fair value $ 987,728 $ — $ — $ 987,728 Liabilities included in: Warrants liability $ 90,487 $ — $ 47,615 $ 138,102 Total fair value $ 90,487 $ — $ 47,615 $ 138,102 The fair value of the Company’s money market funds is determined using quoted market prices in active markets for identical assets. The carrying amounts included in the Condensed Consolidated Balance Sheets under Current assets approximate fair value because of the short maturity of these instruments. We carry the convertible senior notes at face value less the unamortized debt issuance costs on our consolidated balance sheets and present that fair value for disclosure purposes only. As of September 30, 2021, the fair value of the 2026 Notes was $649.1 million. The estimated fair value of the convertible notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the convertible notes in an over-the-counter The Company’s derivative liability for its private and public warrants are measured at fair value on a recurring basis. The private warrants fair value is determined based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the private warrants uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assess these assumptions and estimates on an on-going non-operating The reconciliation of changes in Level 3 during the nine-months ended September 30, 2021 is as follows: Balance as of December 31, 2020 $ 47,615 Change in fair value 63,526 Cashless exercise of warrants (111,141 ) Balance as of September 30, 2021 $ — |
Intangible assets
Intangible assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible asset | 5. Intangible assets The Company has the following intangible assets (in thousands): As of September 30, 2021 Amortization Period Gross Carrying Amount Accumulated Amortization Net Capitalized cost - manufacturing 8 years $ 200,089 $ — $ 200,089 $ 200,089 $ — $ 200,089 As of December 31, 2020 Amortization Period Gross Carrying Amount Accumulated Amortization Net Capitalized cost - manufacturing 8 years $ 58,041 $ — $ 58,041 $ 58,041 $ — $ 58,041 The Company did no but will continually assess the reasonableness of the estimated life. Refer to Note 8 for additional information regarding the capitalization of costs upon issuance of warrants to Magna. Also, the Company capitalized certain costs associated with manufacturing of the Fisker Ocean and production of parts in 2021, including $19.7 million capitalized and accrued for during the third quarter, which will be amortized on a straight-line basis beginning with the start of production for the Fisker Ocean over eight years. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 6. Property and Equipment, net Property and equipment, net, consists of the following (in thousands): September 30, 2021 December 31, 2020 Machinery and equipment $ 1,094 $ 130 Furniture and fixtures 189 67 IT hardware and software 2,516 820 Leasehold improvements 20 26 Construction in progress 15,233 — Total property and equipment 19,052 1,043 Less: Accumulated depreciation and amortization (494 ) (98 ) Property and equipment, net 18,558 $ 945 As of September 30, 2021, accounts payable includes acquired property and equipment of $0.9 million, which is excluded from net cash used in investing activities as reported in the condensed consolidated statement of cash flows for the nine-months ended September 30, 2021. |
Customer Deposits
Customer Deposits | 9 Months Ended |
Sep. 30, 2021 | |
Deposit Liabilities Disclosure [Abstract] | |
Customer Deposits | 7. Customer Deposits Customer deposits consists of the following (in thousands): September 30, 2021 December 31, 2020 Customer reservation deposits $ 4,331 $ 2,773 Customer SUV option 754 754 Total customer deposits $ 5,085 $ 3,527 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warants [Abstract] | |
Warrants | 8. Warrants Public and Private Warrants Upon the Closing, there were 18,400,000 public and 9,360,000 private warrants outstanding to purchase shares of the Company’s common stock that were issued by Spartan prior to the Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the Closing, provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A Common Stock. The warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable On March 19, 2021, the Company announced that it would redeem all of its outstanding warrants (the “Public Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.00001 per share (the “Common Stock”), that were issued under the Warrant Agreement, dated August 9, 2018 (the “Warrant Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), as part of the units sold in the Company’s initial public offering (the “IPO”), for a redemption price of $0.01 per Public Warrant (the “Redemption Price”), that remained outstanding at 5:00 p.m. New York City time on April 22, 2021 (the “Redemption Date”). The Private Placement Warrants were not subject to this redemption. In addition, in accordance with the Warrant Agreement, the Company’s board of directors elected to require that, upon delivery of the notice of redemption, all Public Warrants were to be exercised only on a “cashless basis.” Accordingly, holders could not exercise Public Warrants and receive Common Stock in exchange for payment in cash of the $11.50 per warrant exercise price. Instead, a holder exercising a Public Warrant was deemed to pay the $11.50 per warrant exercise price by the surrender of 0.5046 of a share of Common Stock that such holder would have been entitled to receive upon a cash exercise of a Public Warrant. Accordingly, by virtue of the cashless exercise of the Public Warrants, exercising warrant holders received 0.4954 of a share of Common Stock for each Public Warrant surrendered for exercise. For the unexercised 225,906 Public Warrants outstanding at the Redemption Date, the Company paid $2,259 to redeem the unexercised warrants in the second quarter of 2021. There are no Public Warrants outstanding as of September 30, 2021. During March 2021, the 9,360,000 warrants to purchase Common Stock that were originally issued under the Warrant Agreement in a private placement simultaneously with the IPO were exercised by the Company’s former sponsor on a cashless basis for 4,907,329 shares of Common Stock (4,452,671 shares of Common Stock surrendered) and are no longer outstanding. Since January 1, 2021, the Company has received cash proceeds of $89 million upon the exercise of 7,733,400 Public Warrants immediately prior to the announcement to redeem the Public Warrants. Public and private warrant exercise activity and underlying Common Stock issued or surrendered for the nine-months ended September 30, 2021, is: Public warrants Private warrants Total December 31, 2020 18,391,587 9,360,000 27,751,587 Shares issued for cash exercises (7,733,400 ) (7,733,400 ) Shares issued for cashless exercises (5,167,791 ) (4,907,329 ) (10,075,120 ) Shares surrendered upon cashless exercise (5,264,490 ) (4,452,671 ) (9,717,161 ) Shares redeemed by Company for cash (225,906 ) (225,906 ) September 30, 2021 — — — Cashless exercises of public and private warrants increased additional paid-in Magna Warrants On October 29, 2020, the Company granted Magna up to 19,474,454 warrants, each with an exercise price of $0.01, to acquire underlying shares of Class A common stock of Fisker, which represented approximately 6% ownership in Fisker on a fully diluted basis as of the grant date. The right to exercise vested warrants expires on October 29, 2030. The warrants are accounted for as an award issued to non-employees The cost upon achievement of each milestone is capitalized when it is probable that a milestone is met. The cost for awards to nonemployees is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services. On June 12, 2021, Fisker Group Inc., a Delaware corporation, a wholly-owned subsidiary of Fisker Inc., entered into a detailed manufacturing agreement with Magna Steyr Fahrzeugtechnik AG & Co KG, a limited liability partnership established and existing under the laws of Austria, an affiliate of Magna, and achieved the second milestone resulting in $58 million non-cash paid-in-capital pre-serial |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. Accrued Expenses A summary of the components of accrued expenses is as follows (in thousands): September 30, 2021 December 31, 2020 Accrued payroll $ 1,086 $ 686 Accrued professional fees 134 468 Accrued other 2,195 254 Accrued vendor expenses 56,783 — Accrued legal cost — 6,000 Total accrued expenses $ 60,198 $ 7,408 As of September 30, 2021, accrued expenses include amounts owed to vendors but not yet invoiced in exchange for vendor purchases and research and development services. Vendor expenses and research and development services are invoiced and included in accounts payable as of December 31, 2020. Certain estimates of accrued vendor expenses are based on costs incurred to date. |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes [Text Block] | 10. Convertible Senior Notes 2026 Notes In August 2021, we issued The 2026 Notes are unsecured obligations which bear regular interest at 2.50 Holders of the 2026 Notes may convert all or a portion of their 2026 Notes at their option prior to June 15, 2026, in multiples of $1,000 principal amounts, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five ten • if we call such 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called (or deemed called) for redemption; or • on the occurrence of specified corporate events. On or after June 15, 2026, the 2026 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes who convert the 2026 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2026 Notes, or in connection with a redemption may be entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2026 Notes may require us to repurchase all or a portion of the 2026 Notes at a price equal to 100% of the principal amount of 2026 Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. We accounted for the issuance of the 2026 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. As of September 30, 2021, the 2026 Notes consisted of the following: Principal $ 667,500 Unamortized debt issuance costs (8,371 ) Net carrying amount $ 659,129 Interest expense related to the amortization of debt issuance costs was $0.2 million for the three and nine months ended September 30, 2021. Contractual interest expense was $2 million for the three and nine months ended September 30, 2021. As of September 30, 2021, the if-converted Capped Call Transactions In connection with the offering of the 2026 Notes, we entered into the 2026 Capped Call Transactions with certain counterparties at a net cost of $96.8 million. The 2026 Capped Call Transactions are purchased capped call options on 33.9 million shares Class A common stock, that, if exercised, can be net share settled, net cash settled, or settled in a combination of cash or shares consistent with the settlement elections made with respect to the 2026 Notes if converted. The cap price is initially $32.57 per share of our Class A common stock and subject to certain adjustments under the terms of the 2026 Capped Call Transactions. The strike price is initially $19.70 per share of Class A common stock, subject to customary anti-dilution adjustments that mirror corresponding adjustments for the 2026 Notes. The 2026 Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock upon conversion of the 2026 Notes and/or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 11. Loss Per Share The Company computes earnings (loss) per share of Class A Common Stock and Class B Common Stock using the two-class Three-months Ended September 30, 2021 2020 Numerator: Net loss $ (109,844 ) $ (39,664 ) Denominator: Weighted average Class A common shares outstanding 163,779,402 357,850 Weighted average Class B common shares outstanding 132,354,128 105,191,937 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 296,133,530 105,549,787 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (0.37 ) $ (0.38 ) Nine-months Ended September 30, 2021 2020 Numerator: Net loss $ (332,909 ) $ (42,604 ) Denominator: Weighted average Class A common shares outstanding 158,091,137 284,356 Weighted average Class B common shares outstanding 132,354,128 105,191,937 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 290,445,265 105,476,293 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (1.15 ) $ (0.40 ) The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: As of September 30, 2021 2020 Series A Convertible Preferred Stock — 16,983,241 Series B Convertible Preferred Stock — 3,765,685 Founders Convertible Preferred Stock — 27,162,191 Bridge notes — 5,947,731 Convertible equity security — 5,882,352 Convertible senior notes 33,891,845 — Stock options and warrants 31,185,282 18,920,177 Total 65,077,127 78,661,377 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | 12. Stock Based Compensation Upon completion of the Business Combination, the 2016 Stock Plan renamed the 2020 Equity Incentive Plan (the “Plan”). All outstanding awards under the 2016 Stock Plan are modified to adopt the terms under the 2020 Equity Incentive Plan. The modifications are administrative in nature and have no effect on the valuation inputs, vesting conditions or equity classification of any of the outstanding original awards immediately before and after the close of the Business Combination. The Plan is a stock-based compensation plan which provides for the grants of options and restricted stock to employees and consultants of the Company. Options granted under the Plan may be either incentive options (“ISO”) or nonqualified stock options (“NSO”). The Plan added 24,097,751 shares of Class A Common Stock on October 29, 2020 to increase the maximum aggregate number of shares that may be issued under the Plan to 47,798,209 shares (subject to adjustments upon changes in capitalization, merger or certain other transactions). Also, upon completion of the Business Combination, the Company established a 2020 Employee Stock Purchase Plan (the “ESPP”) under which up to 3,213,034 Class A Common Stock may be issued. As of September 30, 2021, no shares have been issued under the ESPP. Stock-based compensation expense is as follows (in thousands): Three-months Ended September 30, 2021 2020 General and administrative expense $ 209 $ 140 Research and development 834 124 Total 1,043 264 Nine-months Ended September 30, 2021 2020 General and administrative expense $ 816 $ 178 Research and development 3,262 156 Total 4,078 334 Stock options Options under the Plan may be granted at prices as determined by the Board of Directors, provided, however, that (i) the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares on the date of grant, and (ii) the exercise price of an ISO granted to a 10% shareholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The fair value of the shares is determined by the Board of Directors on the date of grants. Stock options generally have a contractual life of 10 years. Upon exercise, the Company issues new shares. In 2016 and 2017, the Company’s founders were granted an aggregate of 15,882,711 options which are fully vested and are not related to performance. Options granted to other employees and consultants become vested and are exercisable over a range of up to six years from the date of grant. The following table summarizes option activity under the Plan: Options Weighted Average Exercise Price Weighted Average Contractual Term (in Years) Balance as of January 1, 2021 18,724,096 0.69 6.5 Granted 920,443 16.00 Exercised (977,952 ) 0.25 Forfeited (510,235 ) 7.21 Balance as of September 30, 2021 18,156,352 1.31 5.8 The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following range of assumptions: Nine-months Ended September 30, 2021 Expected term (in years) 6.3 Volatility 94.9% to 97.5% Dividend yield 0.0% Risk-free interest rate 0.90% to 1.02% The Black-Scholes option pricing model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s common stock, volatility, risk-free interest rates, expected term, and dividend yield. As the Company’s shares have actively traded for a short period of time subsequent to the Business Combination, volatility is based on a benchmark of comparable companies within the automotive and energy storage industries. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting Restricted stock awards During the nine months ended September 30, 2021, the Company granted employees, who rendered services during the year ended December 31, 2020 and were employees of the Company on the grant date, a restricted stock unit (“RSU”) award based in proportion to the service period beginning from the employee’s hire date to the end of 2020. The restricted stock unit awards vested on the grant date which resulted in the release of 36,025 shares of Class A common stock, net of 20,232 shares withheld to pay for statutory withholding taxes, equal to stock-based compensation expense of $0.7 million recognized in the nine-months ended September 30, 2021. The Company’s founders declined to receive an award related to performance in 2020. In accordance with the Company’s Outside Director Compensation Policy, each outside Board of Directors member received an annual RSU equal to $200,000 granted on June 8, 2021 (the date of the Company’s annual shareholders’ meeting) or 15,723 shares of Class A common stock which vests in 25% increments at the end of each calendar quarter. Each Outside Director may elect to convert all or a portion of his or her annual Board of Directors retainer, excluding any annual retainer that an Outside Director may receive for serving as Lead Director and any annual retainers for committee service, into RSUs in lieu of the applicable cash retainer payment (“RSU Election”). The number of Class A common shares granted to Outside Directors annually are based on the 30-day Performance-based restricted stock awards In the third quarter of 2021, the Company’s compensation committee ratified and approved performance-based restricted stock units (“PRSUs”) to all employees (“Grantee”) the value of which is determined based on the Grantee’s level within the Company (“PRSU Value”). Each PRSU is equal to one underlying share of Class A common stock. Also, PRSUs will be awarded to any new employee hired in the fourth quarter of 2021 and during 2022 on a pro-rata 2,009,967 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions In July 2019 and in June 2020, the Company entered into bridge note payables with Roderick K. Randall, a member of the Company’s Board of Directors, and The Randall Group Fisker Series C, for which Mr. Randall is the Managing Director, for the principal sum of $100,000 and $220,000, respectively. In addition, Legacy Fisker sold 1,236,610 shares of Series A preferred stock to Mr. Randall and Series Fisker, a separate series of The Randall Group, LLC, for which Mr. Randall is the Series Manager, for $924,984. The bridge notes and Series A preferred stock were converted into 3,402,528 shares of Class A Common Stock at an exchange ratio of 2.7162 upon completion of the Business Combination. The Company also had a consulting agreement with Mr. Randall dated May 1, 2017. In connection with the consulting agreement, he received an option grant to purchase 159,769 shares (post business combination) of our Class A common stock. Also, Mr. Randall received option grants to purchase 67,905 and 13,581 In 2018, Legacy Fisker sold 135,000 shares of Series A preferred stock to the Nadine I. Watt Jameson Family Trust, a trust controlled by Mrs. Watt, a member of the Company’s Board of Directors, and her spouse, G. Andrew Jameson, for $100,980. The Series A preferred stock were converted into 366,690 shares of Class A Common Stock at an exchange ratio of 2.7162 upon completion of the Business Combination. Mrs. Watt received an option grant to purchase 13,581 shares (post business combination) of our Class A common stock on June 22, 2020 and Mr. Jameson received an option grant to purchase 14,939 shares (post business combination) of our Class A common stock on September 21, 2020 in exchange for providing consulting services. Under the Company’s Outside Director Compensation Policy, Mrs. Watt received an annual Board of Directors restricted stock unit award for 15,723 shares of Class A common stock vesting quarterly over twelve months from the date of our annual shareholders’ meeting on June 8, 2021. On March 8, 2021, the Company appointed Mitchell Zuklie to its Board of Directors and granted him a restricted stock unit representing 2,711 shares of Class A common stock, which vested on the date of the Company’s annual meeting held on June 8, 2021. Mr. Zuklie is the chairman of the law firm of Orrick, Herrington & Sutcliff LLP (‘‘Orrick’’), which provides various legal services to the Company. During the three-months ended June 30, 2021 and 2020, the Company incurred expenses for legal services rendered by Orrick totaling approximately $0.3 million and $0.1 million, respectively, and $0.4 million and $0.2 million for the six-months |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies The Company is not a party to any material legal proceedings and is not aware of any pending or threat e Inception Lease February 2021, the Company entered into a First Amendment to Lease Agreement (the “Amendment”) with Continental 830 Nash LLC and Continental Rosecrans Aviation L.P., as tenants in common (together, “Continental”). Continental is the lessor of the non-cash right-of-use Foxconn Arrangement In May 2021, the Company entered into framework agreements with Hon Hai Technology Group (“Foxconn”) supporting the joint development and manufacturing of project ‘PEAR’ (Personal Electric Automotive Revolution), a project to develop a new electric vehicle. Under the agreements, the Company and Foxconn will jointly invest into Project PEAR, with each company taking proceeds from the successful delivery of the program. Following an extensive review of manufacturing sites, the two companies will make significant efforts to develop and execute a manufacturing plan capable of supporting the planned start of production. Magna Contracts In June 2021, the Company and Magna entered into a long-term manufacturing agreement (the “Detailed Manufacturing Agreement”) and confirmed that production of the Fisker Ocean SUV is projected to occur in Europe. The Detailed Manufacturing Agreement specifies planned volumes, manufacturing costs and quality metrics over the Ocean program’s lifecycle through 2029. It covers all stages, including the critical planning and launch phases. The Company also has contracts with Magna International and its various subsidiaries and affiliates to produce certain components for the Ocean. Allego Commitment On July 28, 2021, the Company made a $10 million commitment for a private investment in public equity (PIPE) supporting the planned merger of leading European EV charging network, Allego B.V. (“Allego”) with Spartan Acquisition Corp. III (NYSE: SPAQ), a publicly-listed special purpose acquisition company. The planned merger is expected to close in the fourth quarter of 2021 or first quarter of 2022 which will trigger our investment commitment. Fisker is the exclusive electric vehicle automaker in the PIPE and, in parallel, has agreed to terms on a strategic partnership to deliver a range of charging options for its customers in Europe. The Company is evaluating the accounting effects of the investment and partnership. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has completed an evaluation of all subsequent events through the filing of this report to ensure that these condensed consolidated financial statements include appropriate disclosure of events both recognized in the condensed consolidated financial statements and events which occurred but were not recognized in the condensed consolidated financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure. On November 2, 2021, the Company and Contemporary Amperex Technology Co Ltd (“CATL”) executed an agreement securing battery capacity for the Fisker Ocean SUV. Under the terms of the agreement, CATL will supply two different battery solutions for the Fisker Ocean SUV, with an initial battery capacity of over 5 gigawatt-hours annually, from 2023 through 2025. The primary high-capacity pack uses a lithium nickel manganese cobalt cell chemistry with the second high-value pack offering CATL’s latest cells based on lithium-ion |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Reverse Recapitalization The Business Combination was accounted for as a reverse recapitalization and Spartan was treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Legacy Fisker issuing stock for the net assets of Spartan, accompanied by a recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Legacy Fisker and its wholly owned subsidiaries “as if” Legacy Fisker is the predecessor to the Company. The shares and net loss per common share, prior to the Business Combination, have been adjusted as shares reflecting the exchange ratio established in the Business Combination. Going Concern, Liquidity and Capital Resources The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. Since inception, the Company has incurred significant accumulated losses of approximately $481 million. As of September 30, 2021, the Company had approximately $1,400 million in cash and cash equivalents. The Company expects to continue to incur significant operating losses for the foreseeable future. Proceeds from the Business Combination, issuance of convertible senior notes, and exercised public warrants and options provide the Company the liquidity and capital resources to fund its operating expenses and capital expenditure requirements for at least the next 12 months from issuance. Supplier Risk The Company continued nomination of suppliers with an accelerated phase during the quarter for engineering, development, testing, tooling and production of components for serial production of its vehicles. As of September 30, 2021, these supplier contracts do not represent unconditional purchase obligations with take-or-pay |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations and the condensed consolidated statements of changes in temporary equity and stockholders’ equity (deficit) for the three-months and nine-months ended September 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the nine-months ended September 30, 2021 and 2020, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date. The interim condensed consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K/A Comprehensive loss is not separately presented as the amounts are equal to net loss for the three-months and nine-months ended September 30, 2021 and 2020. The interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The condensed consolidated financial statements for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP required management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the condensed consolidated financial statements and accompanying notes. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. |
Fair Value Measurements | Fair Value Measurements The Company follows the accounting guidance in ASC 820, Fair Value Measurement The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of September 30, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2020. The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. The Company maintains a valuation allowance against the full value of its U.S. and state net deferred tax assets because the Company believes the recoverability of the tax assets is not more likely than not as of September 30, 2021. |
Debt issuance costs | Debt issuance costs Direct and incremental costs, including amounts paid to initial purchasers of the Company’s convertible notes, are directly attributed to efforts to obtain debt financing are debt issuance costs. Upon issuance of debt, the carrying value is the principal amount of debt reduced by any debt issuance costs. Debt issuance costs are attributed to interest expense and accreted over the expected term of the debt using the effective interest rate method. |
Derivative Liability | Derivative Liability The Company accounts for its public and private warrants as a derivative liability initially measured at its fair values and remeasured in the condensed consolidated statements of operations at the end of each reporting period. When the warrants are exercised, the corresponding derivative liability is de-recognized |
Equity Awards | Equity Awards The grant date for an option or stock award is established when the grantee has a mutual understanding of the key terms and conditions of the option or award, the award is authorized, including all the necessary approvals unless approval is essentially a formality or perfunctory, and the grantee begins to benefit from, or be adversely affected by, underlying changes in the price of the Company’s Class A common shares. An award or option is authorized on the date that all approval requirements are completed (e.g., action by the compensation committee approving the award and the number of options, restricted shares or other equity instruments to be issued to individual employees). |
Leases | Leases Current portion of the Company’s lease liability is based on lease payments due within twelve months of the balance sheet date. Variable lease payments are included in lease payments when the contingency upon which the payment is dependent is resolved. |
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock Basic net loss per share of common stock is calculated using the two-class |
Recent Accounting Pronouncements | Recently adopted accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes No. 2019-12 In September 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) 815-40) if-converted 2020-06 2020-06, Recently issued accounting pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale non-public |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value hierarchy of the valuation techniques | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows (in thousands): Fair Value Measured as of September 30, 2021: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 1,394,181 $ — $ — $ 1,394,181 Total fair value $ 1,394,181 $ — $ — $ 1,394,181 Fair Value Measured as of December 31, 2020: Level 1 Level 2 Level 3 Total Assets included in: Money market funds included in cash and cash equivalents $ 987,728 $ — $ — $ 987,728 Total fair value $ 987,728 $ — $ — $ 987,728 Liabilities included in: Warrants liability $ 90,487 $ — $ 47,615 $ 138,102 Total fair value $ 90,487 $ — $ 47,615 $ 138,102 |
Schedule of The Reconciliation of Changes in Level 3 | The reconciliation of changes in Level 3 during the nine-months ended September 30, 2021 is as follows: Balance as of December 31, 2020 $ 47,615 Change in fair value 63,526 Cashless exercise of warrants (111,141 ) Balance as of September 30, 2021 $ — |
Intangible assets (Tables)
Intangible assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of intangible assets | The Company has the following intangible assets (in thousands): As of September 30, 2021 Amortization Period Gross Carrying Amount Accumulated Amortization Net Capitalized cost - manufacturing 8 years $ 200,089 $ — $ 200,089 $ 200,089 $ — $ 200,089 As of December 31, 2020 Amortization Period Gross Carrying Amount Accumulated Amortization Net Capitalized cost - manufacturing 8 years $ 58,041 $ — $ 58,041 $ 58,041 $ — $ 58,041 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and equipment, net | Property and equipment, net, consists of the following (in thousands): September 30, 2021 December 31, 2020 Machinery and equipment $ 1,094 $ 130 Furniture and fixtures 189 67 IT hardware and software 2,516 820 Leasehold improvements 20 26 Construction in progress 15,233 — Total property and equipment 19,052 1,043 Less: Accumulated depreciation and amortization (494 ) (98 ) Property and equipment, net 18,558 $ 945 |
Customer Deposits (Tables)
Customer Deposits (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deposit Liabilities Disclosure [Abstract] | |
Summary of Customer Deposits | Customer deposits consists of the following (in thousands): September 30, 2021 December 31, 2020 Customer reservation deposits $ 4,331 $ 2,773 Customer SUV option 754 754 Total customer deposits $ 5,085 $ 3,527 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warants [Abstract] | |
Schedule of Stockholders Equity Note Warrants or Rights Fair Value of Vested Warrants | Public and private warrant exercise activity and underlying Common Stock issued or surrendered for the nine-months ended September 30, 2021, is: Public warrants Private warrants Total December 31, 2020 18,391,587 9,360,000 27,751,587 Shares issued for cash exercises (7,733,400 ) (7,733,400 ) Shares issued for cashless exercises (5,167,791 ) (4,907,329 ) (10,075,120 ) Shares surrendered upon cashless exercise (5,264,490 ) (4,452,671 ) (9,717,161 ) Shares redeemed by Company for cash (225,906 ) (225,906 ) September 30, 2021 — — — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Summary Of Components Of Accrued Expenses | A summary of the components of accrued expenses is as follows (in thousands): September 30, 2021 December 31, 2020 Accrued payroll $ 1,086 $ 686 Accrued professional fees 134 468 Accrued other 2,195 254 Accrued vendor expenses 56,783 — Accrued legal cost — 6,000 Total accrued expenses $ 60,198 $ 7,408 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of aggregate values recorded for 2026notes | As of September 30, 2021, the 2026 Notes consisted of the following: Principal $ 667,500 Unamortized debt issuance costs (8,371 ) Net carrying amount $ 659,129 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted loss | Three-months Ended September 30, 2021 2020 Numerator: Net loss $ (109,844 ) $ (39,664 ) Denominator: Weighted average Class A common shares outstanding 163,779,402 357,850 Weighted average Class B common shares outstanding 132,354,128 105,191,937 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 296,133,530 105,549,787 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (0.37 ) $ (0.38 ) Nine-months Ended September 30, 2021 2020 Numerator: Net loss $ (332,909 ) $ (42,604 ) Denominator: Weighted average Class A common shares outstanding 158,091,137 284,356 Weighted average Class B common shares outstanding 132,354,128 105,191,937 Weighted average Class A and Class B common shares outstanding- Basic and Diluted 290,445,265 105,476,293 Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted $ (1.15 ) $ (0.40 ) |
Summary of common shares outstanding | The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: As of September 30, 2021 2020 Series A Convertible Preferred Stock — 16,983,241 Series B Convertible Preferred Stock — 3,765,685 Founders Convertible Preferred Stock — 27,162,191 Bridge notes — 5,947,731 Convertible equity security — 5,882,352 Convertible senior notes 33,891,845 — Stock options and warrants 31,185,282 18,920,177 Total 65,077,127 78,661,377 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table summarizes option activity under the Plan: Options Weighted Average Exercise Price Weighted Average Contractual Term (in Years) Balance as of January 1, 2021 18,724,096 0.69 6.5 Granted 920,443 16.00 Exercised (977,952 ) 0.25 Forfeited (510,235 ) 7.21 Balance as of September 30, 2021 18,156,352 1.31 5.8 |
Summary of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each stock option grant under the Plan was estimated on the date of grant using the Black-Scholes option pricing model, with the following range of assumptions: Nine-months Ended September 30, 2021 Expected term (in years) 6.3 Volatility 94.9% to 97.5% Dividend yield 0.0% Risk-free interest rate 0.90% to 1.02% |
Summary of Stock-based compensation expense | Stock-based compensation expense is as follows (in thousands): Three-months Ended September 30, 2021 2020 General and administrative expense $ 209 $ 140 Research and development 834 124 Total 1,043 264 Nine-months Ended September 30, 2021 2020 General and administrative expense $ 816 $ 178 Research and development 3,262 156 Total 4,078 334 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Accumulated Deficit | $ 480,813 | $ 147,904 |
Cash and Cash Equivalents | $ 1,400,000 |
Business Combination and Reca_2
Business Combination and Recapitalization - Additional Information (Detail) | Oct. 29, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2018 | May 19, 2021$ / shares | Dec. 31, 2020USD ($)$ / shares | May 31, 2020USD ($) |
Common stock par or Stated value per share | $ 0.00001 | |||||||
Aggregate Consideration for the Business Combination | $ | $ 1,800,000,000 | |||||||
No of Shares issued under Business Combination | shares | 179,192,713 | |||||||
Common stock par value | $ 0.00001 | |||||||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |||||||
HF Holdco LLC [Member] | Demand Note [Member] | ||||||||
Advance in the form of notes | $ | $ 250,000,000 | |||||||
Bridge Notes [Member] | ||||||||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |||||||
Noncash or Part Noncash Acquisition, Debt Assumed | $ | $ 10,000,000 | |||||||
Bridge Notes [Member] | HF Holdco LLC [Member] | ||||||||
Issuance of notes | $ | $ 0 | $ 250,000,000 | ||||||
Interest Expense [Member] | Bridge Notes [Member] | ||||||||
Accretion of debt discount | $ | $ 200,000 | |||||||
Common Stock [Member] | ||||||||
Common stock par or Stated value per share | $ 11.50 | $ 0.00001 | ||||||
Common stock par value | 11.50 | $ 0.00001 | ||||||
Common Stock [Member] | Spartan Energy Acquisition Corp [Member] | ||||||||
Business combination share price | $ 10 | |||||||
Legacy Fisker Class A common stock [Member] | ||||||||
Common stock par or Stated value per share | 0.00001 | $ 0.00001 | ||||||
Common stock par value | 0.00001 | 0.00001 | ||||||
Legacy Fisker Class A common stock [Member] | Bridge Notes [Member] | ||||||||
Noncash or Part Noncash Acquisition, Shares Issued | shares | 1,361,268 | |||||||
Legacy Fisker Class A common stock [Member] | Bridge Notes [Member] | Special Purpose Acquisition Corporation Transaction [Member] | ||||||||
Percentage Of Debt Conversion Convertible Instrument Into Per Share price | 75.00% | |||||||
Legacy Fisker Class A common stock [Member] | Spartan Energy Acquisition Corp [Member] | ||||||||
No of Shares issued under Business Combination | shares | 46,838,585 | |||||||
Class B Common Stock | ||||||||
Common stock par or Stated value per share | 0.00001 | 0.00001 | ||||||
Common stock par value | 0.00001 | $ 0.00001 | ||||||
Adjustments To Preferred Stock Convertible Conversion Price | $ 0.10 | |||||||
Class B Common Stock | Spartan Energy Acquisition Corp [Member] | ||||||||
No of Shares issued under Business Combination | shares | 132,354,128 | |||||||
Series A Convertible Preferred stock [Member] | ||||||||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |||||||
Temporary Equity, Shares Outstanding | shares | 16,983,241 | |||||||
Series B Convertible Preferred stock [Member] | ||||||||
Temporary Equity, Shares Outstanding | shares | 3,765,685 | |||||||
Founder Convertible Preferred Stock [Member] | ||||||||
Temporary Equity, Shares Outstanding | shares | 27,162,191 | |||||||
PIPE Investor [Member] | Spartan Energy Acquisition Corp [Member] | ||||||||
Common stock par or Stated value per share | $ 10 | |||||||
Proceeds from issuance of common stock | $ | $ 500,000,000 | |||||||
Common stock par value | $ 10 | |||||||
PIPE Investor [Member] | Common Stock [Member] | Spartan Energy Acquisition Corp [Member] | ||||||||
Stock issued during period shares new Shares | shares | 50,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis and Level of inputs used for Measurement (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | $ 1,394,181 | $ 987,728 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 138,102 | |
Derivative [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 138,102 | |
Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | 1,394,181 | 987,728 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | 1,394,181 | 987,728 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 90,487 | |
Fair Value, Inputs, Level 1 [Member] | Derivative [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 90,487 | |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Total fair value | $ 1,394,181 | 987,728 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | 47,615 | |
Fair Value, Inputs, Level 3 [Member] | Derivative [Member] | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Total fair value | $ 47,615 |
Fair value measurements - Sch_2
Fair value measurements - Schedule of The Reconciliation of Changes in Level 3 (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 47,615 |
Change in fair value | 63,526 |
Cashless exercise of warrants | (111,141) |
Ending Balance | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Sep. 30, 2021USD ($) |
Fair Value, Inputs, Level 2 [Member] | Convertible Senior Notes [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Long term debt fair value | $ 649.1 |
Intangible assets - Summary of
Intangible assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | |
Gross Carrying Amount | $ 200,089 | $ 58,041 |
Accumulated Amortization | 0 | 0 |
Net | $ 200,089 | $ 58,041 |
Capitalized Cost Manufacturing [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 8 years | 8 years |
Gross Carrying Amount | $ 200,089 | $ 58,041 |
Accumulated Amortization | 0 | 0 |
Net | $ 200,089 | $ 58,041 |
Intangible assets - Additional
Intangible assets - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0 | |
Amortization Period | 8 years | |
Capitalized cost payment due | $ 19,700,000 |
Property and Equipment, net - S
Property and Equipment, net - Summary of Property And Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 19,052 | $ 1,043 |
Less: Accumulated depreciation and amortization | (494) | (98) |
Property and equipment, net | 18,558 | 945 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,094 | 130 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 189 | 67 |
IT hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,516 | 820 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 20 | 26 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 15,233 | $ 0 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Property, Plant and Equipment [Abstract] | |
Payments to acquire property, plant, and equipment | $ 0.9 |
Customer Deposits - Summary of
Customer Deposits - Summary of Customer Deposits (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | $ 5,085 | $ 3,527 |
Customer reservation deposits [Member] | ||
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | 4,331 | 2,773 |
Customer SUV option [Member] | ||
Deposit Liabilities Disclosure [Line Items] | ||
Customer deposits | $ 754 | $ 754 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Exercise Activity and Common Stock Issued Or Surrendered Activity (Detail) - shares | 3 Months Ended | |
Sep. 30, 2021 | Mar. 31, 2021 | |
Public Warrants [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Ending balance | 18,400,000 | |
Common Stock [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Beginning balance | 27,751,587 | |
Shares issued for cash exercises | (7,733,400) | |
Shares issued for cashless exercises | (10,075,120) | |
Shares surrendered upon cashless exercises | (9,717,161) | |
Shares redeemed by Company for cash | (225,906) | |
Ending balance | 0 | |
Common Stock [Member] | Public Warrants [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Beginning balance | 18,391,587 | |
Shares issued for cash exercises | (7,733,400) | |
Shares issued for cashless exercises | (5,167,791) | |
Shares surrendered upon cashless exercises | (5,264,490) | |
Shares redeemed by Company for cash | (225,906) | |
Ending balance | 0 | |
Common Stock [Member] | Private Placement Warrants [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Beginning balance | 9,360,000 | |
Shares issued for cashless exercises | (4,907,329) | |
Shares surrendered upon cashless exercises | (4,452,671) | |
Ending balance | 0 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2021 | Oct. 29, 2020 | Mar. 31, 2021 | Sep. 30, 2021 | May 19, 2021 | Mar. 19, 2021 | Dec. 31, 2020 |
Warants [Line Items] | |||||||
Common stock par value | $ 0.00001 | ||||||
Common stock surrendered | 4,452,671 | ||||||
Adjustments to additional paid in capital, warrant issued | $ 58,040 | ||||||
Shares issued for vested and exercise of warrants | 12,969,986 | ||||||
Common Stock [Member] | |||||||
Warants [Line Items] | |||||||
Class of Warrants or rights outstanding | 0 | 27,751,587 | |||||
Class of warrant or right number of securities of warrants or rights exercised | 7,733,400 | ||||||
Proceeds from Issunace of warrants | $ 89,000 | ||||||
Stock issued during period Shares Coversion of convertible securities | 4,907,329 | ||||||
Common stock par value | $ 11.50 | $ 0.00001 | |||||
Class of warrant or exercise price of warrants or rights | $ 11.50 | ||||||
Common stock price surrender for exercise of warrants per warrant | 0.5046 | ||||||
Public Warrants [Member] | |||||||
Warants [Line Items] | |||||||
Class of Warrants or rights outstanding | 18,400,000 | ||||||
Redemption of unexercised warrants | $ 2,259 | ||||||
Class of warrant or right redemption price of warrants or rights1 | $ 0.01 | ||||||
Class of warrant or exercise price of warrants or rights | 11.50 | ||||||
Public Warrants [Member] | Redemption Date [Member] | |||||||
Warants [Line Items] | |||||||
Class of Warrants or rights outstanding | 225,906 | ||||||
Public Warrants [Member] | Common Stock [Member] | |||||||
Warants [Line Items] | |||||||
Class of Warrants or rights outstanding | 0 | 18,391,587 | |||||
Non cash or part non cash acquisition equity consideration share price received for warrant surrendered exercise price | $ 0.4954 | ||||||
Private Placement [Member] | |||||||
Warants [Line Items] | |||||||
Class of Warrants or rights outstanding | 9,360,000 | ||||||
Adjustments to additional paid in capital, warrant issued | $ 277,000 | ||||||
Private Placement [Member] | Spartan Energy Acquisition Corp [Member] | |||||||
Warants [Line Items] | |||||||
Number of warrants exercised | 9,360,000 | ||||||
Magna Warrants [Member] | |||||||
Warants [Line Items] | |||||||
Class of warrant or exercise price of warrants or rights | $ 0.01 | ||||||
Class of warrant or right number of warrants granted | 19,474,454 | ||||||
Proportion of equity ownership interest in subsidiary | 6.00% | ||||||
Exercise vested warrants expire date | Oct. 29, 2030 | ||||||
Non cash increases of intangible assets and additional paid in capital | 58,000 | ||||||
Capitalized costs incurred on intangible assets represents Future Economic Benefit | $ 116,000 |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Components of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Total accrued expenses | $ 60,198 | $ 7,408 |
Accrued payroll [Member] | ||
Total accrued expenses | 1,086 | 686 |
Accrued professional fees [Member] | ||
Total accrued expenses | 134 | 468 |
Accrued other [Member] | ||
Total accrued expenses | 2,195 | 254 |
Accrued vendor expenses [Member] | ||
Total accrued expenses | 56,783 | 0 |
Accrued legal cost [Member] | ||
Total accrued expenses | $ 0 | $ 6,000 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of aggregate values recorded for 2026notes (Details) - Two Thousand Twenty Six Notes [Member] | Sep. 30, 2021USD ($) |
Loans notes trade and other payables disclosure [Line Items] | |
Principal | $ 667,500 |
Unamortized debt issuance costs | (8,371) |
Net carrying amount | $ 659,129 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 31, 2021 |
Debt Disclosure [Line Items] | ||||||
Interest expense related to the amortization of debt issuance costs | $ 2,147,000 | $ 765,000 | $ 2,147,000 | $ 1,326,000 | ||
Payments for capped call option | 96,788,000 | $ 0 | ||||
Two Thousand and Twenty Six Capped Call Transaction [Member] | ||||||
Debt Disclosure [Line Items] | ||||||
Payments for capped call option | $ 96,800,000 | |||||
Initial cap price per share | $ 32.57 | $ 32.57 | $ 32.57 | |||
Option indexed to Class A Common stock | 33,900,000 | |||||
Stike price | $ 19.70 | |||||
2026 Notes [Member] | ||||||
Debt Disclosure [Line Items] | ||||||
Debt Instrument Face Amount | $ 667,500,000 | |||||
Debt instrument interest rate | 2.50% | |||||
Initial placement amount | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | |||
Debt instrument option to purchase additional notes principal amount | $ 100,000,000 | $ 100,000,000 | 100,000,000 | |||
Exercised amount | 42,500,000 | |||||
Proceeds from issuance of notes | $ 562,200,000 | |||||
Debt instrument initial conversion price | $ 19.70 | $ 19.70 | $ 19.70 | |||
Debt instrument redemption price equal to percentage of the principal amount of the notes | 100.00% | |||||
Number of Consecutive Trading Days Used To Determine The Converiosn Price Based ON Last Reported Sale Price Of the Common Stock | 30 days | |||||
Number of Business Days Used To Determine The Price for Converion of Notes | 5 days | |||||
Number of Consecutive Trading Days Used To Determine The Price For Conversion Of Notes | 10 days | |||||
Debt Insrument Trading Price Per Principal Amount Of the Notes For Each Trading Day Of Measurement Period Amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||
Threshold percentage of the principal amount of notes including accrued and unpaid interest required to repurchase of notes in the event of fundamental change | 100.00% | |||||
Interest expense related to the amortization of debt issuance costs | 200,000 | $ 200,000 | ||||
Contractual interest expense | $ 2,000,000 | $ 2,000,000 | ||||
Debt instrument sinking fund description | No sinking fund is provided for the 2026 Notes, which means that we are not required to redeem or retire them periodically. | |||||
2026 Notes [Member] | Minimum [Member] | ||||||
Debt Disclosure [Line Items] | ||||||
Number of trading days used to determine the conversion price | 20 days | |||||
Number of Trading Days Used To Determine The Converiosn Price Based ON Last Reported Sale Price Of the Common Stock | 20 days | |||||
Threshold percentage of product of the reported sale price of common stock and the applicable conversion rate of the notes on trading day for conversion of notes | 98.00% | |||||
2026 Notes [Member] | Common Class A [Member] | ||||||
Debt Disclosure [Line Items] | ||||||
Debt conversion converted instrument,shares | 50.7743 | |||||
Debt conversion principal amount | $ 1,000 | |||||
2026 Notes [Member] | Common Class A [Member] | Minimum [Member] | ||||||
Debt Disclosure [Line Items] | ||||||
Minimum percentage of converison price required to redeem notes based on last reported sale price of common stock | 130.00% | 130.00% | 130.00% |
Loss Per Share - Summary of com
Loss Per Share - Summary of computation of basic and diluted loss (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (109,844) | $ (39,664) | $ (332,909) | $ (42,604) |
Denominator: | ||||
Weighted average Class A and Class B Common shares outstanding- Basic and Diluted | 296,133,530 | 105,549,787 | 290,445,265 | 105,476,293 |
Net loss per share attributable to Class A and Class B Common shareholders- Basic and Diluted | $ (0.37) | $ (0.38) | $ (1.15) | $ (0.40) |
Class A Common Stock | ||||
Denominator: | ||||
Weighted Average Number of Shares Outstanding, Basic | 163,779,402 | 357,850 | 158,091,137 | 284,356 |
Class B Common Stock | ||||
Denominator: | ||||
Weighted Average Number of Shares Outstanding, Basic | 132,354,128 | 105,191,937 | 132,354,128 | 105,191,937 |
Loss Per Share - Summary of c_2
Loss Per Share - Summary of common shares outstanding (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 65,077,127 | 78,661,377 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,983,241 | |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,765,685 | |
Founders Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,162,191 | |
Bridge notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,947,731 | |
Convertible Senior Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,891,845 | |
Stock options and warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,185,282 | 18,920,177 |
Convertible Equity Security [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,882,352 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 08, 2021 | Oct. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | |||||
Minimum Estimated Fair Value Percentage Of Exercise Price On Date Of Grant | 100.00% | |||||
Minimum Percentage Of Shareholders | 10.00% | |||||
Estimated Fair Value Percentage Of Exercise Price On Date Of Grant | 110.00% | |||||
Share-based Payment Award, Expiration Period | 10 years | |||||
Stock-based compensation | $ 4,078 | $ 334 | ||||
Performance Based Restricted Stock Awards [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share based compensation arrangement,Vesting rights | Each PRSU award shall vest as to 50% of the PRSU Value upon the Committee’s determination, in its sole discretion, and certification of the occurrence of the Ocean Start of Production and shall vest as to 50% of the PRSUs upon the first anniversary of the Ocean Start of Production, in each case, subject to (i) the Grantee’s continuous service through the applicable vesting date, (ii) the Grantee’s not committing any action or omission that would constitute Cause for termination through the applicable vesting date, as determined in the sole discretion of the Company, and (iii) the Ocean Start of Production occurring on or before December 31, 2022. | |||||
Employee Stock Purchase Plan [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Payment Award, Expiration Period | 6 years | 6 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 15,882,711 | 15,882,711 | ||||
Class A Common Stock | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Restricted stock units withheld to pay for statutory withholding taxes | 20,232 | |||||
Stock-based compensation | $ 700 | |||||
Stock issued during period, shares, restricted stock award, gross | 15,723 | 36,025 | ||||
Defined contribution plan, employers matching contribution, annual vesting percentage | 25.00% | |||||
Stock issued during period, value, restricted stock award, gross | $ 200,000 | |||||
Class A Common Stock | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Number of common shares granted to outside directors annually are based on the period average closing trading price of common stock on the day preceding the grant date | 30 days | |||||
Class A Common Stock | Performance Based Restricted Stock Awards [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,009,967 | |||||
Stock issued during period, value, restricted stock award, gross | $ 27,800 | |||||
Class A Common Stock | 2020 Equity Incentive Plan [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 24,097,751 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 47,798,209 | |||||
Class A Common Stock | Employee Stock Purchase Plan [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,213,034 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock-based compensation expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 1,043 | $ 264 | $ 4,078 | $ 334 |
General and administrative expense | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 209 | 140 | 816 | 178 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 834 | $ 124 | $ 3,262 | $ 156 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of stock option activity (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Available For Grant, Balance Beginning | 18,724,096 | ||
Shares Available For Grant, Granted | 920,443 | ||
Shares Available For Grant, Balance Ending | 18,156,352 | 18,156,352 | 18,724,096 |
Options, Exercised | (977,952) | ||
Options, Forfeited | (510,235) | ||
Weighted Average Exercise Price, Balance Beginning | $ 0.69 | ||
Weighted Average Exercise Price, Granted | 16 | ||
Weighted Average Exercise Price, Exercised | 0.25 | ||
Weighted Average Exercise Price, Balance Ending | $ 1.31 | 1.31 | $ 0.69 |
Weighted Average Exercise Price, Forfeited | $ 7.21 | ||
Weighted Average Contractual Term | 5 years 9 months 18 days | 6 years 6 months |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Share-based Payment Award, Stock Options, Valuation Assumptions (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months 18 days |
Volatility, Minimum | 94.90% |
Volatility, Maximum | 97.50% |
Dividend yield | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.02% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.90% |
Related Party Transactions - Ad
Related Party Transactions - Additional Infornation (Details) $ in Thousands | Jun. 08, 2021shares | Mar. 08, 2021shares | Sep. 21, 2020shares | Jun. 22, 2020shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2020shares | Jun. 30, 2020USD ($) | Jul. 31, 2019USD ($) |
Related Party Transactions (Textual) | ||||||||||||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |||||||||||
Shares granted to directors | 920,443 | |||||||||||
Mrs. Watt [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Stock issued during period, shares, restricted stock award, gross | 15,723 | |||||||||||
Mr. Zuklie [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Stock issued during period, shares, restricted stock award, gross | 15,723 | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 159,769 | |||||||||||
Bridge Notes [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Convertible preferred stock shares issued upon conversion | 3,402,528 | 3,402,528 | ||||||||||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |||||||||||
Roderick K Randall [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Debt Instrument Face Amount | $ | $ 220,000 | $ 100,000 | ||||||||||
MrRandall and Series Fisker [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 67,905 | |||||||||||
Mr Zuklie [Member] | Restricted Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Shares granted to directors | 2,711 | |||||||||||
Orrick [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Expense incurred for legal services | $ | $ 300 | $ 100 | $ 400 | $ 200 | ||||||||
Series A Convertible Preferred stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Convertible preferred stock shares issued upon conversion | 366,690 | |||||||||||
Convertible Preferred Stock Conversion Ratio | 2.7162 | |||||||||||
Series A Convertible Preferred stock [Member] | MrRandall and Series Fisker [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Stock issued during period Shares new issues | 1,236,610 | |||||||||||
Stock issued during period, value, new issues | $ | $ 924,984 | |||||||||||
Series A Convertible Preferred stock [Member] | Nadine I Watt Jameson Family Trust [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Stock issued during period Shares new issues | 135,000 | |||||||||||
Stock issued during period, value, new issues | $ | $ 100,980 | |||||||||||
Common Class A [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock, outstanding | 163,816,328 | 163,816,328 | 144,912,362 | |||||||||
Stock issued during period, shares, restricted stock award, gross | 15,723 | 36,025 | ||||||||||
Common Class A [Member] | MrRandall and Series Fisker [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 13,581 | |||||||||||
Common Class A [Member] | Mrs Watt [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 13,581 | |||||||||||
Common Class A [Member] | Mr Zuklie [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock, outstanding | 54,461 | 54,461 | ||||||||||
Common Class A [Member] | MR Jameson [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 14,939 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021USD ($)ft² | Jul. 28, 2021USD ($) | Dec. 31, 2020USD ($) | |
Right of use Asset | $ 19,178 | $ 2,548 | |
Incremental borrowing rate | 5.25% | ||
Operating lease remaining lease term | 66 months | ||
Operating leases, future minimum payments, remainder of fiscal year | $ 900 | ||
Operating leases, future minimum payments due, next twelve months | 3,800 | ||
Operating leases, future minimum payments, due in three years and thereafter | $ 16,000 | ||
Contractual Obligation | $ 10,000 | ||
Amendment to Lease Agreement [Member] | |||
Modified lease term | 69 months | ||
Lease liability | $ 17,900 | ||
Right of use Asset | $ 18,300 | ||
Amendment to Lease Agreement [Member] | Maximum [Member] | |||
Increase in rentable area of land | ft² | 78,500 | ||
Amendment to Lease Agreement [Member] | Minimum [Member] | |||
Increase in rentable area of land | ft² | 72,000 |