Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-38824 | |
Entity Registrant Name | Canoo Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1476189 | |
Entity Address State Or Province | CA | |
Entity Address, Address Line One | 19951 Mariner Avenue | |
Entity Address, City or Town | Torrance | |
Entity Address, Postal Zip Code | 90503 | |
City Area Code | 424 | |
Local Phone Number | 271-2144 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | GOEV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 237,501,486 | |
Entity Central Index Key | 0001750153 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 641,925 | $ 702,422 |
Prepaids and other current assets | 15,639 | 6,463 |
Total current assets | 657,564 | 708,885 |
Property and equipment, net | 44,607 | 30,426 |
Operating lease right-of-use assets | 14,669 | 12,913 |
Other assets | 993 | 1,246 |
Total assets | 717,833 | 753,470 |
Current liabilities | ||
Accounts payable | 17,793 | 17,243 |
Accrued expenses and other current liabilities | 18,645 | 10,625 |
Total current liabilities | 36,438 | 27,868 |
Contingent earnout shares liability | 49,943 | 133,503 |
Private placement warrants liability | 6,613 | |
Operating lease liabilities | 14,120 | 13,262 |
Long-term debt | 6,943 | 6,943 |
Other long-term liabilities | 111 | 39 |
Total liabilities | 107,555 | 188,228 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value; 500,000 authorized; 237,499 and 235,753 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 24 | 24 |
Additional paid-in capital | 970,842 | 910,579 |
Accumulated deficit | (360,588) | (345,361) |
Total stockholders' equity | 610,278 | 565,242 |
Total liabilities and stockholders' equity | $ 717,833 | $ 753,470 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 237,499 | 235,753 |
Common stock, shares outstanding | 237,499 | 235,753 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Costs and Operating Expenses | ||
Research and development expenses, excluding depreciation | $ 39,319 | $ 19,293 |
Selling, general and administrative expenses, excluding depreciation | 55,627 | 4,081 |
Depreciation | 2,124 | 1,685 |
Total costs and operating expenses | 97,070 | 25,059 |
Loss from operations | (97,070) | (25,059) |
Other (expense) income | ||
Interest income (expense) | 11 | (5,825) |
Gain on fair value change in contingent earnout shares liability | 83,560 | |
Gain (loss) on fair value change in private placement warrants liability | (1,639) | |
Other expense, net | (89) | (6) |
Loss before income taxes | (15,227) | (30,890) |
Net loss and comprehensive loss | $ (15,227) | $ (30,890) |
Per Share Data: | ||
Net loss per share, basic and diluted | $ (0.07) | $ (0.37) |
Weighted-average shares outstanding, basic and diluted | 224,795,000 | 82,444,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Shareholder's Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated deficit | Total |
Balance as of beginning of period at Dec. 31, 2019 | $ 11 | $ 202,796 | $ (258,675) | $ (55,868) |
Balance as of beginning of period (shares) at Dec. 31, 2019 | 108,838,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of shares upon exercise of stock options (shares) | 424,000 | |||
Gain on extinguishment of related party convertible debt | 8,264 | 8,264 | ||
Stock-based compensation | 389 | 389 | ||
Net loss and comprehensive loss | (30,890) | (30,890) | ||
Balance as of end of period at Mar. 31, 2020 | $ 11 | 211,449 | (289,565) | (78,105) |
Balance as of end of period (shares) at Mar. 31, 2020 | 109,262,000 | |||
Balance as of beginning of period at Dec. 31, 2020 | $ 24 | 910,579 | (345,361) | 565,242 |
Balance as of beginning of period (shares) at Dec. 31, 2020 | 235,753,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Proceeds from exercise of public warrants | 6,867 | $ 6,867 | ||
Proceeds from exercise of public warrants (shares) | 597,000 | 597,114 | ||
Repurchase of unvested shares - forfeitures | (2) | $ (2) | ||
Repurchase of unvested shares - forfeitures (shares) | (118,000) | |||
Issuance of shares for restricted stock units vested (shares) | 1,230,000 | |||
Issuance of shares upon exercise of stock options (shares) | 37,000 | |||
Stock-based compensation | 45,146 | 45,146 | ||
Conversion of private placement warrants to public warrants | 8,252 | 8,252 | ||
Net loss and comprehensive loss | (15,227) | (15,227) | ||
Balance as of end of period at Mar. 31, 2021 | $ 24 | $ 970,842 | $ (360,588) | $ 610,278 |
Balance as of end of period (shares) at Mar. 31, 2021 | 237,499,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (15,227) | $ (30,890) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,124 | 1,685 |
Non-cash operating lease expense | (584) | 155 |
Debt discount amortization | 2,638 | |
Stock-based compensation | 45,146 | 389 |
Gain on fair value change in contingent earnout share liability | (83,560) | |
Gain (loss) on fair value change in private placement warrants liability | (1,639) | |
Other | 18 | |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (9,176) | (91) |
Other assets | 253 | 362 |
Accounts payable | 3,635 | 169 |
Accrued expenses and other current liabilities | 1,899 | 1,958 |
Operating lease liabilities | (168) | (100) |
Other long-term liabilities | 71 | |
Net cash used in operating activities | (53,948) | (23,707) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12,108) | (738) |
Net cash used in investing activities | (12,108) | (738) |
Cash flows from financing activities: | ||
Proceeds from related party convertible debt and derivative liability | 15,000 | |
Proceeds from public warrants exercised | 6,867 | |
Repurchase of unvested shares | (2) | |
Payment of offering costs | (1,306) | |
Repurchase of restricted ordinary shares | (2) | |
Net cash provided by financing activities | 5,559 | 15,000 |
Net increase in cash, cash equivalents, and restricted cash | (60,497) | (9,445) |
Cash, cash equivalents, and restricted cash, beginning of period | 702,422 | 29,507 |
Cash, cash equivalents, and restricted cash, end of period | 641,925 | 20,062 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents at end of period | 641,925 | 19,562 |
Restricted cash at end of period | 500 | |
Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows | 641,925 | 20,062 |
Supplemental non-cash investing and financing activities | ||
Acquisition of property and equipment included in current liabilities | 8,189 | |
Offering costs included in accounts payable | 12,001 | |
Recognition of operating lease right of use asset | 1,171 | |
Gain on extinguishment of convertible debt recorded in additional paid-in capital | $ 8,264 | |
Conversion of private placement warrants to public warrants | $ 8,252 |
Organization and Business
Organization and Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Canoo Inc. (“Canoo” or the “Company”) is a mobility technology company with a mission to bring EVs to everyone. The Company has developed a breakthrough EV platform that it believes will enable it to rapidly innovate, and bring new products addressing multiple use cases to market faster than its competition and at lower cost. Business Combination On December 21, 2020 (the “Closing Date”), Hennessy Capital Acquisition Corp. IV (“HCAC”) consummated the previously announced merger pursuant to that certain Merger Agreement and Plan of Reorganization, dated August 17, 2020 (the “Merger Agreement”), by and among HCAC, HCAC IV First Merger Sub, Ltd., an exempted company incorporated with limited liability in the Cayman Islands and a direct, a wholly owned subsidiary of HCAC (“First Merger Sub”), EV Global Holdco LLC (f/k/a HCAC IV Second Merger Sub, LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of HCAC (“Second Merger Sub”), and Canoo Holdings Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Legacy Canoo”). Pursuant to the terms of the Merger Agreement, a business combination between HCAC and Legacy Canoo was effected through the merger of (a) First Merger Sub with and into Legacy Canoo, with Legacy Canoo surviving as a wholly-owned subsidiary of HCAC (Legacy Canoo, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) and (b) the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub being the surviving entity, which ultimately resulted in Legacy Canoo becoming a wholly-owned direct subsidiary of HCAC (all transactions collectively, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination, HCAC changed its name to Canoo Inc. and the Company’s common stock began trading on The Nasdaq Global Select Market under the ticker symbol GOEV. The financial statements included in this report reflect (i) the historical operating results of Legacy Canoo prior to the Business Combination; (ii) the combined results of HCAC and Legacy Canoo following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Canoo at their historical cost; and (iv) the Company’s equity structure for all periods presented. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. The accompanying unaudited condensed consolidated financial statements include the results of Canoo Inc. and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. All intercompany transactions and balances have been eliminated in the consolidation. Except for any updates below, no material changes have been made to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. Retroactive Application of Recapitalization The Business Combination on December 21, 2020 was accounted for as a recapitalization of equity structure. Pursuant to Generally Accepted Accounting Principles (“GAAP”), the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations for the three months ended March 31, 2020. Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) and Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) were converted to Legacy Canoo A series redeemable convertible preference shares and later were exchanged into Legacy Canoo ordinary shares. The basic and diluted weighted-average Legacy Canoo ordinary shares are retroactively converted to shares of the Company’s common stock (Common Shares) to conform to the recasted condensed consolidated statements of stockholders' equity (deficit). The following table summarizes the weighted-average Common Shares, basic and diluted for the three months ended March 31, 2020 after factoring all retroactive application of recapitalization. 12/21/20 Weighted As Merger Recapitalized Days Average Previously Conversion Common Outstanding % of Common Date Description Reported Ratio Stock in 2021 weighting Shares 3 months ended 3/31/2020 Weighted-average shares, basic and diluted 7,190,435 1.24 8,912,076 100 % 8,912,076 12/31/2018 Angel Shares 51,316,627 91 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 91 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 91 100 % 11,107,495 82,443,694 COVID-19 Beginning in the first quarter of 2021, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains and intermittent supplier delays. The Company has also previously been affected by temporary facility closures, employment and compensation adjustments, and impediments to administrative activities supporting its product research and development. Ultimately, the Company cannot predict the duration of the COVID-19 pandemic. The Company will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate, and the Company will have to project demand and infrastructure requirements globally and deploy its workforce and other resources accordingly. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 641,925 $ 641,925 $ — $ — Liability Contingent earnout shares liability $ 49,943 $ — $ — $ 49,943 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 702,422 $ 702,422 $ — $ — Liability Contingent earnout shares liability $ 133,503 $ — $ — $ 133,503 Private placement warrants liability $ 6,613 $ — $ 6,613 $ — As described in Note 9, the Company has a contingent obligation to issue 15.0 million shares of the Company’s common stock to certain stockholders and employees (i.e., the Earnout Shares). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. Additionally, as described in Note 11, the private placement warrants that were outstanding were converted to public warrants on March 2, 2021. The private placement warrants are accounted for as a liability and its fair value is determined using Level 2 inputs, since the Company’s public warrants are actively traded and the Company’s private placement warrants have terms and provisions that are identical to those of the public warrants. Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the three months ended March 31, 2021 (in thousands). Earnout Shares Liability Beginning fair value at December 31, 2020 $ 133,503 Addition during the period — Change in fair value during the period (83,560) Ending fair value at March 31, 2021 $ 49,943 Private Placement Warrants Liability Beginning fair value at December 31, 2020 $ 6,613 Change in fair value during the period 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value at March 31, 2021 $ — |
Immaterial correction of prior
Immaterial correction of prior period financial statements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Immaterial correction of prior period financial statements | 3. Immaterial correction of prior period financial statements Subsequent to issuance of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, on April 12, 2021, the SEC Division of Corporation of Finance released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). Upon review and analysis of the Statement, management determined that the Company’s private placement warrants issued in connection with HCAC's IPO on March 5, 2019 do not meet the scope exception from derivative accounting prescribed by ASC 815-40, Contracts in Entity’s Own Equity The impact of the misstatement as of December 31, 2020 resulted in an understatement of the private placement warrants liability of $6.6 million, and an overstatement of accumulated deficit and additional paid-in capital of $3.1 million and $9.7 million, respectively. Accordingly, management is correcting the relevant financial statements and related footnotes as of December 31, 2020 within these condensed consolidated financial statements. Management has evaluated the materiality of these misstatements based on an analysis of quantitative and qualitative factors and concluded they were not material to the prior period financial statements, individually or in aggregate. The following tables reflect the impact of the immaterial correction on the Company’s previously reported consolidated balance sheet as of December 31, 2020 (in thousands): As of December 31, 2020 As Previously Warrants Reported adjustments As Corrected Consolidated Balance Sheet Private placement warrants liability — 6,613 6,613 Total liabilities 181,615 6,613 188,228 Stockholders' equity (deficit) Additional paid in capital 920,324 (9,745) 910,579 Accumulated deficit (348,493) 3,132 (345,361) Total stockholders' equity (deficit) 571,855 (6,613) 565,242 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 4. Recent Accounting Pronouncements Changes to generally accepted accounting principles in the United States (GAAP) are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of the amendments in this ASU is to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for public business entities for fiscal years beginning after December 15, 2021, including interim periods therein. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on the consolidated financial statements. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2021 2020 Machinery and equipment $ 12,524 $ 15,292 Computer hardware 3,325 2,464 Computer software 5,267 5,159 Vehicles 114 63 Furniture and fixtures 614 519 Leasehold improvements 14,892 14,559 Construction-in-progress 22,908 5,283 59,644 43,339 Less: Accumulated depreciation (15,037) (12,913) Property and equipment, net $ 44,607 $ 30,426 Construction-in-progress is primarily comprised of tooling necessary in the production of the Company’s vehicles. Completed tooling assets will be transferred to their respective asset classes and depreciation will begin when an asset is ready for its intended use. As of March 31, 2021, manufacturing has not begun and therefore no depreciation on tooling has been recognized to date. Depreciation expense for property and equipment was $2.1 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses consisted of the following (in thousands): March 31, December 31, 2021 2020 Accrued property and equipment purchases $ 7,466 $ 3,992 Accrued research and development purchases 3,835 2,420 Accrued professional fees 4,117 1,386 Other accrued expenses 3,227 2,827 Total accrued expenses $ 18,645 $ 10,625 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies Lease Commitments Refer to Note 8 for information regarding operating lease commitments. Legal Proceedings From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. On April 2, 2021 and April 9, 2021, the Company was named as a defendant in putative class action complaints filed in California on behalf of individuals who purchased or acquired shares of the Company’s stock during a specified period. Through the complaint, plaintiffs are seeking, among things, compensatory damages. However, the final determinations of liability will only be made following comprehensive investigations and litigation processes. In addition, on April 29, 2021, the SEC’s Division of Enforcement advised that it has opened an investigation related to, among other things, HCAC’s initial public offering and merger with the Company, the Company’s operations, business model, revenues, revenue strategy, customer agreements, earnings and other related topics, along with the recent departures of certain of the Company’s officers. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not mean that it has concluded that anyone has violated the law, and does not mean that it has a negative opinion of any person, entity or security. We intend to provide the requested information and cooperate fully with the SEC investigation. At this time, the Company does not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, including the matters referenced above, to be material to the Company’s business or likely to result in a material adverse effect on its future operating results, financial condition or cash flows should such proceedings be resolved unfavorably. Indemnifications In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company provided indemnifications to certain of its officers and employees with respect to claims filed by a former employer. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8. Related Party Transactions On February 28, 2018, Legacy Canoo, via a wholly owned subsidiary, entered into a lease for an office facility in Torrance, California (“Torrance lease”) with an entity controlled by certain investors of Legacy Canoo, which was assigned to another entity controlled by certain investors of Legacy Canoo, on April 30, 2018. The original lease term is 15 years 5 years 3 months The Torrance and Justin leases contain the option to extend the terms of the leases for two additional 60-month 60-month The Company has determined that the leases do not effectively transfer control of the underlying facilities to the Company based on the lease terms and, accordingly, the Company has classified the leases as operating leases. As such, the rent and property taxes are expensed on a straight-line basis in the condensed consolidated statements of operations. Related party lease expense related to these operating leases was $0.5 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. The weighted average remaining lease term at March 31, 2021 and December 31, 2020 was 11.5 12.3 Maturities of the Company’s operating lease liabilities at March 31, 2021 were as follows (in thousands): Operating Lease 2021 (excluding the three months ended March 31, 2021) $ 1,335 2022 1,823 2023 1,878 2024 1,934 2025 1,992 Thereafter 14,167 Total lease payments 23,129 Less: imputed interest (1) 8,364 Present value of operating lease liabilities 14,765 Current portion of operating lease liabilities 645 Operating lease liabilities, net of current portion $ 14,120 (1) Calculated using the incremental borrowing rate On November 25, 2020, Legacy Canoo entered into an agreement, which remains in effect, with Tony Aquila, Executive Chairman of Legacy Canoo (currently, Executive Chairman and Chief Executive Officer of the Company) to reimburse Mr. Aquila for certain air travel expenses based on certain agreed upon criteria (“aircraft reimbursement”). The total aircraft reimbursement to Mr. Aquila for the use of an aircraft owned by Aquila Family Ventures, LLC (“AFV”), an entity controlled by Mr. Aquila, for the purposes related to the business of the Company for the three months ended March 31, 2021 was $561,000. |
Contingent Earnout Shares Liabi
Contingent Earnout Shares Liability | 3 Months Ended |
Mar. 31, 2021 | |
Embedded Derivative | |
Contingent Earnout Shares Liability | 9. Contingent Earnout Shares Liability As part of the Business Combination, certain stockholders and employees are entitled to additional consideration in the form of Earnout Shares of the Company’s common stock to be issued when the Company’s common stock’s price achieved certain market share price milestones within specified periods following the Business Combination on December 21, 2020. The Earnout Shares do not have employment requirement and shall be issued in tranches based on the following conditions: 1. If the closing share price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the two-year anniversary of the Closing Date (“$18 Milestone”), then the Company shall issue an aggregate of 5.0 million shares of common stock to holders with the contingent right to receive Earnout Shares. These shares may instead be issued in the event of a Change of Control prior to the two-year anniversary of the Closing Date if the per share consideration in such transaction is at least $18. 2. If the closing share price of the Company’s common stock equals or exceeds $25.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the four-year anniversary of the Closing Date (“$25 Milestone”), then the Company shall issue an aggregate of 5.0 million shares of common stock to holders with the contingent right to receive Earnout Shares. These shares may instead be issued in the event of a Change of Control prior to the four-year anniversary of the Closing Date if the per share consideration in such transaction is at least $25. 3. If the closing share price of the Company’s common stock equals or exceeds $30.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary of the Business Combination Closing Date (“$30 Milestone”), then the Company shall issue an aggregate of 5.0 million shares of common stock to holders with the contingent right to receive Earnout Shares. These shares may instead be issued in the event of a Change of Control prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $30. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the right to Earnout Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized as other expense or other income in the condensed consolidated statement of operations accordingly. The fair value of the Earnout Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of December 21, 2020, the initial fair value of the Earnout Shares liability was recognized at $248.9 million with a corresponding reduction from the additional paid-in capital in stockholders’ (deficit) equity. As of March 31, 2021 and December 31, 2020, the fair value of the Earnout Shares liability was estimated to be $49.9 million and $133.5 million, respectively. The Company recognized a gain on the fair value change in Earnout Shares liability of $83.6 million as other income in its condensed consolidated statement of operations for the three months ended March 31, 2021. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Stock-based Compensation | |
Stock-based Compensation | 10. Stock-based Compensation At the Business Combination on December 21, 2020, the Legacy Canoo 2018 Equity Plan was converted to the Company’s 2018 Equity Plan with the Legacy Canoo ordinary shares authorized for issuance pursuant to previously issued awards converted at the Exchange Ratio of 1.239434862 to the Company’s common stock and the exercise price per share option and purchase price per restricted shares decreased proportionately by the same conversion ratio. See additional discussion on the retroactive application of recapitalization in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. Stock Options All employees are eligible to be granted options to purchase shares of the Company’s common stock under the Company’s equity plans. All options granted will expire ten years from their date of issuance. Stock options granted generally vest 25% on the one-year three years Under the Legacy Canoo 2018 Equity Plan, employees may exercise stock options prior to vesting. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The consideration received for the early exercise of an option is considered to be a deposit and the related amount is recorded as a liability. Restricted stock awards (“RSAs”) The Company’s RSAs consist of restricted shares and restricted stock units. From November 4, 2018 to May 6, 2019, the Legacy Canoo sold restricted shares to the founders, which include certain investors, for a converted purchase price of $0.008 per share (the “Founder Restricted Shares”), with the following vesting conditions: 12.5% vest when the Legacy Canoo achieves $100 million in cumulative funding from inception (which condition was satisfied December 18, 2018, accordingly this portion of the 2019 awards was vested upon issuance); 37.5% vest ratably over a period of thirty-six months from December 18, 2018; and 50% vest on the date the Company starts commercial production of its first vehicle (“SOP”), which the Company determined was not probable of being met as of December 31, 2020. On December 18, 2020, Legacy Canoo approved an amendment to change the SOP vesting goal of all eligible Founder Restricted Shares held by internal executives to time-based vesting with a merger trigger, which was satisfied on December 21, 2020. The investor-held Founder Restricted Shares’ SOP vesting goal was not amended. The amended time-based vesting of the SOP portion has a cliff vesting of 25% on March 18, 2020 with the remaining shares vesting over 36 months thereafter. The amendment was accounted for as a grant modification in December 2020. The Company has an irrevocable, exclusive option to repurchase all or any portion of the unvested Founder Restricted Shares at the converted original per share purchase price for the shares upon termination or the cessation of services provided by the stockholder. Each RSU represents a contingent right to receive one share of the Company’s common stock. During the three-months ended March 31, 2021, 2,108,985 RSUs were granted, of which 998,994 vest immediately and the remaining 1,109,991 were subject to time-based vesting. The following table summarizes the Company’s stock-based compensation expense by line item for the three-months ended periods presented in the condensed consolidated statements of operations (in millions): March 31, March 31, 2021 2020 Research and development $ 7.1 $ 0.2 Selling, general and administrative 38.0 0.2 Total $ 45.1 $ 0.4 The Company’s total unrecognized compensation cost as of March 31, 2021 was $73.4 million. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants | |
Warrants | 11. Warrants As of March 31, 2021, the Company had 23,757,681 public warrants outstanding. Each public warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The public warrants will expire on the fifth anniversary of the Business Combination, or earlier upon redemption or liquidation. The Company may call the public warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days prior written notice of redemption; and ● if, and only if, the last reported closing price of the Common shares equals or exceeds $18.00 per share for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which Canoo sends the notice of redemption to the warrant holders. If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. On March 2, 2021, all of the private placement warrants were converted to public warrants. As noted in Note 3, the private placement warrants were accounted for as a liability until the private placement warrants were converted to public warrants. Additionally, during the quarter ended March 31, 2021, 597,114 public warrants were exercised for total proceeds of $6.9 million. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2021 | |
Net Loss per Share | |
Net Loss per Share | 12. Net Loss per Share The condensed consolidated statements of operations include the basic and diluted net loss per share. The following table presents the potential shares that were excluded from the computation of diluted net loss per share, because their effect was anti-dilutive as follows (in thousands): March 31, 2021 2020 Early exercise of unvested stock options 4,631 7,640 Options to purchase common stock 197 1,107 Restricted common stock shares 6,765 16,106 Restricted stock units 7,184 — |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | 13. Income Taxes As the Company has not generated any taxable income since inception, the cumulative deferred tax assets remain fully offset by a valuation allowance, and no benefit from federal or state income taxes has been included in the condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events As of May 14, 2021, the Company repaid its Paycheck Protection Program promissory note (the “PPP Loan”) in the amount of $6.9 million in full. The Company has analyzed its operations subsequent to March 31, 2021 through the date these financial statements were issued, including the information disclosed in Note 7, and has determined that outside of the PPP Loan repayment, it does not have any additional material subsequent events to disclose. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the Company has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. |
Consolidation | The accompanying unaudited condensed consolidated financial statements include the results of Canoo Inc. and its subsidiaries. The Company’s comprehensive loss is the same as its net loss. All intercompany transactions and balances have been eliminated in the consolidation. |
Material changes | Except for any updates below, no material changes have been made to the Company’s significant accounting policies disclosed in Note 2 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K. |
Retroactive Application of Recapitalization | Retroactive Application of Recapitalization The Business Combination on December 21, 2020 was accounted for as a recapitalization of equity structure. Pursuant to Generally Accepted Accounting Principles (“GAAP”), the Company retrospectively recasted the weighted-average shares included within its condensed consolidated statements of operations for the three months ended March 31, 2020. Legacy Canoo redeemable convertible preference shares – Angel Series (“Angel Shares”) and Legacy Canoo redeemable convertible preference shares – Seed Series (“Seed Shares”) were converted to Legacy Canoo A series redeemable convertible preference shares and later were exchanged into Legacy Canoo ordinary shares. The basic and diluted weighted-average Legacy Canoo ordinary shares are retroactively converted to shares of the Company’s common stock (Common Shares) to conform to the recasted condensed consolidated statements of stockholders' equity (deficit). The following table summarizes the weighted-average Common Shares, basic and diluted for the three months ended March 31, 2020 after factoring all retroactive application of recapitalization. 12/21/20 Weighted As Merger Recapitalized Days Average Previously Conversion Common Outstanding % of Common Date Description Reported Ratio Stock in 2021 weighting Shares 3 months ended 3/31/2020 Weighted-average shares, basic and diluted 7,190,435 1.24 8,912,076 100 % 8,912,076 12/31/2018 Angel Shares 51,316,627 91 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 91 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 91 100 % 11,107,495 82,443,694 |
COVID-19 | COVID-19 Beginning in the first quarter of 2021, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains and intermittent supplier delays. The Company has also previously been affected by temporary facility closures, employment and compensation adjustments, and impediments to administrative activities supporting its product research and development. Ultimately, the Company cannot predict the duration of the COVID-19 pandemic. The Company will continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve its business as appropriate, and the Company will have to project demand and infrastructure requirements globally and deploy its workforce and other resources accordingly. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures ● Level 1 Quoted prices in active markets for identical assets or liabilities. ● Level 2 Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active for identical or similar assets and liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations are based on inputs that are unobservable and significant to the overall fair value measurement of the assets or liabilities. Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as required by ASC 820, by level, within the fair value hierarchy as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 641,925 $ 641,925 $ — $ — Liability Contingent earnout shares liability $ 49,943 $ — $ — $ 49,943 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 702,422 $ 702,422 $ — $ — Liability Contingent earnout shares liability $ 133,503 $ — $ — $ 133,503 Private placement warrants liability $ 6,613 $ — $ 6,613 $ — As described in Note 9, the Company has a contingent obligation to issue 15.0 million shares of the Company’s common stock to certain stockholders and employees (i.e., the Earnout Shares). Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met. The Earnout Shares are accounted for as a contingent liability and its fair value is determined using Level 3 inputs, since estimating the fair value of this contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. Additionally, as described in Note 11, the private placement warrants that were outstanding were converted to public warrants on March 2, 2021. The private placement warrants are accounted for as a liability and its fair value is determined using Level 2 inputs, since the Company’s public warrants are actively traded and the Company’s private placement warrants have terms and provisions that are identical to those of the public warrants. Following is a summary of the change in fair value of contingent Earnout Shares liability and private placement warrants liability for the three months ended March 31, 2021 (in thousands). Earnout Shares Liability Beginning fair value at December 31, 2020 $ 133,503 Addition during the period — Change in fair value during the period (83,560) Ending fair value at March 31, 2021 $ 49,943 Private Placement Warrants Liability Beginning fair value at December 31, 2020 $ 6,613 Change in fair value during the period 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value at March 31, 2021 $ — |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of assets and liabilities measured at fair value on a recurring basis | March 31, 2021 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 641,925 $ 641,925 $ — $ — Liability Contingent earnout shares liability $ 49,943 $ — $ — $ 49,943 December 31, 2020 Fair Value Level 1 Level 2 Level 3 Assets Money Market Funds $ 702,422 $ 702,422 $ — $ — Liability Contingent earnout shares liability $ 133,503 $ — $ — $ 133,503 Private placement warrants liability $ 6,613 $ — $ 6,613 $ — |
Summary of the change in fair value of contingent earnout shares liability | Beginning fair value at December 31, 2020 $ 133,503 Addition during the period — Change in fair value during the period (83,560) Ending fair value at March 31, 2021 $ 49,943 |
Summary of the change in fair value of warrant liability | Beginning fair value at December 31, 2020 $ 6,613 Change in fair value during the period 1,639 Conversion of private placement warrants to public warrants (8,252) Ending fair value at March 31, 2021 $ — |
Retroactive Application of Recapitalization [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of retroactive recapitalization | 12/21/20 Weighted As Merger Recapitalized Days Average Previously Conversion Common Outstanding % of Common Date Description Reported Ratio Stock in 2021 weighting Shares 3 months ended 3/31/2020 Weighted-average shares, basic and diluted 7,190,435 1.24 8,912,076 100 % 8,912,076 12/31/2018 Angel Shares 51,316,627 91 100 % 51,316,627 3/4/2019 Seed Shares 11,107,496 91 100 % 11,107,496 5/6/2019 Seed Shares 11,107,495 91 100 % 11,107,495 82,443,694 |
Immaterial correction of prio_2
Immaterial correction of prior period financial statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting For Derivative Liability [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of immaterial correction for derivative liability | As of December 31, 2020 As Previously Warrants Reported adjustments As Corrected Consolidated Balance Sheet Private placement warrants liability — 6,613 6,613 Total liabilities 181,615 6,613 188,228 Stockholders' equity (deficit) Additional paid in capital 920,324 (9,745) 910,579 Accumulated deficit (348,493) 3,132 (345,361) Total stockholders' equity (deficit) 571,855 (6,613) 565,242 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property and Equipment, net | |
Schedule of Property and Equipment, net | March 31, December 31, 2021 2020 Machinery and equipment $ 12,524 $ 15,292 Computer hardware 3,325 2,464 Computer software 5,267 5,159 Vehicles 114 63 Furniture and fixtures 614 519 Leasehold improvements 14,892 14,559 Construction-in-progress 22,908 5,283 59,644 43,339 Less: Accumulated depreciation (15,037) (12,913) Property and equipment, net $ 44,607 $ 30,426 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Expenses | |
Schedule of Accrued Expenses and Other Current Liabilities | March 31, December 31, 2021 2020 Accrued property and equipment purchases $ 7,466 $ 3,992 Accrued research and development purchases 3,835 2,420 Accrued professional fees 4,117 1,386 Other accrued expenses 3,227 2,827 Total accrued expenses $ 18,645 $ 10,625 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Maturities of the Company's operating lease liabilities | Operating Lease 2021 (excluding the three months ended March 31, 2021) $ 1,335 2022 1,823 2023 1,878 2024 1,934 2025 1,992 Thereafter 14,167 Total lease payments 23,129 Less: imputed interest (1) 8,364 Present value of operating lease liabilities 14,765 Current portion of operating lease liabilities 645 Operating lease liabilities, net of current portion $ 14,120 (1) Calculated using the incremental borrowing rate |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stock-based Compensation | |
Summary of stock-based compensation expense by line item | March 31, March 31, 2021 2020 Research and development $ 7.1 $ 0.2 Selling, general and administrative 38.0 0.2 Total $ 45.1 $ 0.4 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Net Loss per Share | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | March 31, 2021 2020 Early exercise of unvested stock options 4,631 7,640 Options to purchase common stock 197 1,107 Restricted common stock shares 6,765 16,106 Restricted stock units 7,184 — |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Recapitalization (Details) - shares | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 21, 2020 | |
Reclassification [Line Items] | ||||||
Stock conversion, shares received per share converted | 1.239434862 | |||||
Retroactive Application of Merger Recapitalization, Share | 8,912,076 | |||||
Weighted-average shares outstanding, basic and diluted | 224,795,000 | 82,444,000 | 82,443,694 | |||
Weighting Percentage | 1.00% | |||||
Conversion Of Stock, Angel Shares [Member] | ||||||
Reclassification [Line Items] | ||||||
Shares, Outstanding | 51,316,627 | |||||
Weighted-average shares outstanding, basic and diluted | 51,316,627 | |||||
Number Of Days Shares Were Outstanding During Period | 91 days | |||||
Weighting Percentage | 1.00% | |||||
Conversion Of Stock, Seed Shares Issued March 4 2019 [Member] | ||||||
Reclassification [Line Items] | ||||||
Conversion of Stock, Shares Issued | 11,107,496 | |||||
Weighted-average shares outstanding, basic and diluted | 11,107,496 | |||||
Number Of Days Shares Were Outstanding During Period | 91 days | |||||
Weighting Percentage | 1.00% | |||||
Conversion Of Stock, Seed Shares Issued May 6 2019 [Member] | ||||||
Reclassification [Line Items] | ||||||
Conversion of Stock, Shares Issued | 11,107,495 | |||||
Weighted-average shares outstanding, basic and diluted | 11,107,495 | |||||
Number Of Days Shares Were Outstanding During Period | 91 days | |||||
Weighting Percentage | 1.00% | |||||
Common Stock | ||||||
Reclassification [Line Items] | ||||||
Shares, Outstanding | 237,499,000 | 109,262,000 | 108,838,000 | 235,753,000 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||
Reclassification [Line Items] | ||||||
Weighted-average shares outstanding, basic and diluted | 8,912,076 | |||||
Previously Reported | ||||||
Reclassification [Line Items] | ||||||
Weighted-average shares outstanding, basic and diluted | 7,190,435 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Fair Value, Contingent Liability (Details) - USD ($) $ in Thousands, shares in Millions | Dec. 31, 2020 | Dec. 21, 2020 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Recognition of contingent earnout share liability | $ 248,900 | ||
Gain on fair value change in contingent earnout share liability | $ (83,560) | ||
Change in fair value during the period | $ 3,100 | 1,639 | |
Conversion of private placement warrants to public warrants | (8,252) | ||
Earn Out Shares [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 133,500 | ||
Liabilities, ending fair value | 133,500 | 49,900 | |
Earn Out Shares [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 133,503 | ||
Gain on fair value change in contingent earnout share liability | (83,560) | ||
Liabilities, ending fair value | 133,503 | 49,943 | |
Warrant Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 6,613 | ||
Change in fair value during the period | 1,639 | ||
Conversion of private placement warrants to public warrants | (8,252) | ||
Liabilities, ending fair value | 6,613 | ||
Recurring | Earn Out Shares [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 133,503 | ||
Liabilities, ending fair value | 133,503 | 49,943 | |
Recurring | Warrant Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 6,613 | ||
Liabilities, ending fair value | 6,613 | ||
Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 702,422 | 641,925 | |
Recurring | Level 1 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets | 702,422 | 641,925 | |
Recurring | Level 2 | Warrant Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 6,613 | ||
Liabilities, ending fair value | 6,613 | ||
Recurring | Level 3 | Earn Out Shares [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, beginning fair value | 133,503 | ||
Liabilities, ending fair value | $ 133,503 | $ 49,943 | |
Business Combination | Earn Out Shares [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Number of shares issued or issuable | 15 |
Immaterial correction of prio_3
Immaterial correction of prior period financial statements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 21, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | $ 6,613 | $ 9,700 | |||
Gain on change in fair value | 3,100 | $ 1,639 | |||
Retained Earnings (Accumulated Deficit) | (345,361) | (360,588) | |||
Additional Paid in Capital | 910,579 | 970,842 | |||
Liabilities | 188,228 | 107,555 | |||
Stockholders' Equity Attributable to Parent | 565,242 | $ 610,278 | $ (78,105) | $ (55,868) | |
Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | (348,493) | ||||
Additional Paid in Capital | 920,324 | ||||
Liabilities | 181,615 | ||||
Stockholders' Equity Attributable to Parent | 571,855 | ||||
Accounting For Derivative Liability [Member] | Revision of Prior Period, Reclassification, Adjustment [Member] | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Private placement warrants liability | 6,613 | ||||
Retained Earnings (Accumulated Deficit) | 3,132 | ||||
Additional Paid in Capital | (9,745) | ||||
Liabilities | 6,613 | ||||
Stockholders' Equity Attributable to Parent | $ (6,613) |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 59,644 | $ 43,339 | |
Less: Accumulated depreciation | (15,037) | (12,913) | |
Property and Equipment, net | 44,607 | 30,426 | |
Depreciation | 2,124 | $ 1,685 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 12,524 | 15,292 | |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 3,325 | 2,464 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 5,267 | 5,159 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 114 | 63 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 614 | 519 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 14,892 | 14,559 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $ 22,908 | $ 5,283 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Accrued property and equipment purchases | $ 7,466 | $ 3,992 |
Accrued research and development costs | 3,835 | 2,420 |
Accrued professional fees | 4,117 | 1,386 |
Other accrued expenses | 3,227 | 2,827 |
Total accrued expenses | $ 18,645 | $ 10,625 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)item | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||
Percentage of escalation clause per annum | 3.00% | ||
Operating lease right-of-use assets | $ 14,669 | $ 12,913 | |
Operating lease liabilities | 14,765 | ||
Current portion of operating lease liabilities | $ 645 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | ||
Weighted average remaining lease term | 11 years 6 months | 12 years 3 months 18 days | |
Maturities of operating lease liabilities | |||
April 1, 2021 to December 31, 2021 | $ 1,335 | ||
2022 | 1,823 | ||
2023 | 1,878 | ||
2024 | 1,934 | ||
2025 | 1,992 | ||
Thereafter | 14,167 | ||
Total lease payments | 23,129 | ||
Less: imputed interest | 8,364 | ||
Present value of operating lease liabilities | 14,765 | ||
Current portion of operating lease liabilities | 645 | ||
Operating lease liabilities, net of current portion | 14,120 | $ 13,262 | |
Related Party Lease [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | $ 500 | $ 400 | |
Investor | |||
Related Party Transaction [Line Items] | |||
Term of lease | 15 years | ||
Number of options to extend the lease term | item | 2 | ||
Lease extension period | 60 months | ||
Board of Directors Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Term of lease | 5 years 3 months | ||
Number of options to extend the lease term | item | 1 | ||
Lease extension period | 60 months | ||
Board of Directors Chairman [Member] | Related Party Aircraft Expense Reimbursement [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction amount | $ 561 |
Contingent Earnout Shares Lia_2
Contingent Earnout Shares Liability (Details) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 21, 2020USD ($) | Mar. 31, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($) |
Embedded Derivative [Line Items] | |||
Recognition of contingent earnout share liability | $ | $ 248,900 | ||
Gain on fair value change in contingent earnout shares liability | $ | $ 83,560 | ||
Earn Out Shares [Member] | |||
Embedded Derivative [Line Items] | |||
Fair value of derivative liability | $ | $ 49,900 | $ 133,500 | |
Earn Out Shares [Member] | Business Combination | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable | shares | 15 | ||
Contingent Consideration, Earnout Shares, Tranche 1 [Member] | |||
Embedded Derivative [Line Items] | |||
Earnout share price target | $ / shares | $ 18 | ||
Number of days to exceed target price | 20 | ||
Number of consecutive days in period for exceeding price | 30 | ||
Share price target period | 2 years | ||
Contingent Consideration, Earnout Shares, Tranche 1 [Member] | Business Combination | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable | shares | 5 | ||
Contingent Consideration, Earnout Shares, Tranche 2 [Member] | |||
Embedded Derivative [Line Items] | |||
Earnout share price target | $ / shares | $ 25 | ||
Number of days to exceed target price | 20 | ||
Number of consecutive days in period for exceeding price | 30 | ||
Share price target period | 4 years | ||
Contingent Consideration, Earnout Shares, Tranche 2 [Member] | Business Combination | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable | shares | 5 | ||
Contingent Consideration, Earnout Shares, Tranche 3 [Member] | |||
Embedded Derivative [Line Items] | |||
Earnout share price target | $ / shares | $ 30 | ||
Number of days to exceed target price | 20 | ||
Number of consecutive days in period for exceeding price | 30 | ||
Share price target period | 5 years | ||
Contingent Consideration, Earnout Shares, Tranche 3 [Member] | Business Combination | |||
Embedded Derivative [Line Items] | |||
Number of shares issued or issuable | shares | 5 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock Options (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 21, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exchange ratio | 1.239434862 | |
Options to purchase common shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period | 10 years | |
Options to purchase common shares | Share-based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25.00% | |
Vesting period | 1 year | |
Options to purchase common shares | Share-based Payment Arrangement, Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
Stock-based Compensation - Rest
Stock-based Compensation - Restricted shares (Details) - Restricted common shares - USD ($) $ / shares in Units, $ in Millions | Dec. 18, 2020 | May 06, 2019 |
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Purchase price per share | $ 0.008 | |
Vesting percentage | 25.00% | |
Vesting period | 36 months | |
Share-based Payment Arrangement, Tranche One | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Vesting percentage | 12.50% | |
Cumulative funding trigger for vesting | $ 100 | |
Share-based Payment Arrangement, Tranche Two | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Vesting percentage | 37.50% | |
Vesting period | 36 months | |
Share-based Payment Arrangement, Tranche Three | ||
Employee Stock Ownership Plan (ESOP), Shares in ESOP [Abstract] | ||
Vesting percentage | 50.00% |
Stock-based Compensation - Re_2
Stock-based Compensation - Restricted stock units (Details) - RSUs | 3 Months Ended |
Mar. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares per unit | 1 |
Granted | 2,108,985 |
Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 998,994 |
Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 1,109,991 |
Stock-based Compensation - Expe
Stock-based Compensation - Expense and unrecognized (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 45.1 | $ 0.4 |
Total unrecognized compensation cost related to options | 73.4 | |
Research and development expense. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 7.1 | 0.2 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 38 | $ 0.2 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)D$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Shares of common stock per warrant | shares | 1 |
Warrant exercise price | $ / shares | $ 11.50 |
Period for adjustment of warrant exercise price | 30 days |
Redemption price | $ / shares | $ 0.01 |
Written notice of redemption | 30 days |
Closing price | $ / shares | $ 18 |
Trading days | D | 20 |
Consecutive trading days | 30 days |
Proceeds from exercise of public warrants (shares) | shares | 597,114 |
Proceeds from public warrants exercised | $ | $ 6,867 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | shares | 23,757,681 |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Early exercise of unvested share options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 4,631 | 7,640 |
Options to purchase common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 197 | 1,107 |
Restricted common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 6,765 | 16,106 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 7,184 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | May 14, 2021USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Repayments of Debt | $ 6.9 |