Spruce Power Holding (SPRU) 10-Q 10 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 05, 2022
Document Information Line Items
Entity Registrant Name	XL Fleet Corp.
Trading Symbol	XL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		142,111,298
Amendment Flag	false
Entity Central Index Key	0001772720
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-38971
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-4109918
Entity Address, Address Line One	145 Newton Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02135
City Area Code	(617)
Local Phone Number	718-0329
Title of 12(b) Security	Shares of common stock, $0.0001 par value
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents		$ 333,461	$ 351,676
Restricted cash		150	150
Accounts receivable, net		7,508	6,477
Inventory, net		14,115	15,262
Prepaid expenses and other current assets		1,992	1,040
Total current assets		357,226	374,605
Property and equipment, net		2,425	3,495
Intangible assets, net		1,637	1,863
Right-of-use asset		4,194	4,564
Goodwill			8,606
Other assets		115	88
Total assets		365,597	393,221
Current liabilities:
Current portion of long-term debt		67	78
Accounts payable		2,689	3,799
Lease liability, current		1,092	900
Accrued expenses and other current liabilities		8,143	11,856
Total current liabilities		11,991	16,633
Long-term debt, net of current portion		9	21
Deferred revenue		864	691
Lease liability, non-current		3,169	3,599
Warrant liabilities		2,687	5,405
Contingent consideration		319	541
New market tax credit obligation	[1]		4,521
Total liabilities		19,039	31,411
Commitments and contingencies
Stockholders’ equity
Common stock, $0.0001 par value; 350,000,000 shares authorized at March 31, 2022 and December 31, 2021; 141,955,196 and 140,540,671 issued and outstanding at March 31, 2022 and December 31, 2021, respectively.		14	14
Additional paid-in capital		462,032	461,207
Accumulated deficit		(115,488)	(99,411)
Total stockholders’ equity		346,558	361,810
Total liabilities and stockholders’ equity		$ 365,597	$ 393,221
[1]	Held by variable interest entity that was liquidated in February 2022

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	141,955,196	140,540,671
Common stock, shares outstanding	141,955,196	140,540,671

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues	$ 4,763	$ 675
Cost of revenues	5,196	1,391
Gross loss	(433)	(716)
Operating expenses:
Research and development	2,989	1,412
Selling, general, and administrative expenses	11,658	7,958
Impairment of goodwill	8,606
Loss from operations	(23,686)	(10,086)
Other (income) expense:
Interest expense, net	12	11
Gain on extinguishment of debt	(4,527)
Gain on asset disposal	(9)
Change in fair value of obligation to issue shares of common stock	(361)
Change in fair value of warrant liability	(2,717)	(72,005)
Other income	(7)	(6)
Net (loss) income	$ (16,077)	$ 61,914
Net (loss) income per share, basic (in Dollars per share)	$ (0.11)	$ 0.46
Net (loss) income per share, diluted (in Dollars per share)	$ (0.11)	$ 0.42
Weighted-average shares outstanding, basic (in Shares)	141,274,249	135,575,145
Weighted-average shares outstanding, diluted (in Shares)	141,274,249	148,571,379

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 13	$ 317,084	$ (128,201)	$ 188,896
Balance (in Shares) at Dec. 31, 2020	131,365,254
Exercise of warrants
Exercise of warrants (in Shares)	233,555
Exercise of Public warrants	$ 1	85,554		85,555
Exercise of Public warrants (in Shares)	7,441,020
Settlement of warrant liability upon exercise of warrants		47,162		47,162
Settlement of warrant liability upon call of warrants		591		591
Proceeds from PIC shares recapitalization		75		75
Exercise of stock options		16		16
Exercise of stock options (in Shares)	65,875
Stock-based compensation expense		442		442
Net income (loss)			61,914	61,914
Balance at March 31, 2021 at Mar. 31, 2021	$ 14	450,924	(66,287)	384,651
Balance at March 31, 2021 (in Shares) at Mar. 31, 2021	139,105,704
Balance at Dec. 31, 2021	$ 14	461,207	(99,411)	361,810
Balance (in Shares) at Dec. 31, 2021	140,540,671
Exercise of stock options		258		258
Exercise of stock options (in Shares)	1,312,320
Issuance of restricted stock
Issuance of restricted stock (in Shares)	2,205
Issuance of shares as contingent consideration relating to Quantum business acquisition		186		186
Issuance of shares as contingent consideration relating to Quantum business acquisition (in Shares)	100,000
Stock-based compensation expense		381		381
Net income (loss)			(16,077)	(16,077)
Balance at March 31, 2021 at Mar. 31, 2022	$ 14	$ 462,032	$ (115,488)	$ 346,558
Balance at March 31, 2021 (in Shares) at Mar. 31, 2022	141,955,196

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities:
Net (loss) income	$ (16,077)	$ 61,914
Changes in fair value of warrant liabilities	(2,717)	(72,005)
Stock-based compensation	381	442
Gain on extinguishment of debt	(4,527)
Bad debt expense	10	144
Depreciation and amortization expense	556	219
Impairment of goodwill	8,606
Contingent consideration		14
Change in fair value of obligation to issue shares of common stock	(361)
Gain on asset disposal	(10)
Change in operating right-of-use assets	129	9
Interest on finance leases	10	3
Debt discount		16
Changes in operating assets and liabilities:
Accounts receivable, net	(1,041)	2,843
Inventory, net	1,147	(3,622)
Prepaid expenses and other current assets	(952)	21
Other assets	(27)	(12)
Accounts payable	(1,110)	(1,309)
Accrued expenses and other current liabilities	(3,286)	1,361
Deferred revenue	173
Net cash used in operating activities	(19,096)	(9,962)
Investing activities:
Return of deposit	780
Purchases of property and equipment	(26)	(1,104)
Net cash provided by (used in) investing activities	754	(1,104)
Financing activities:
Repayments of debt	(23)	(40)
Repayments under financing leases	(108)	(49)
Proceeds from recapitalization of PIC shares		75
Proceeds from exercise of stock options	258	16
Proceeds from exercise of Public Warrants		85,555
Net cash provided by financing activities	127	85,557
Net (decrease) increase in cash and cash equivalents and restricted cash:	(18,215)	74,491
Cash and cash equivalents and restricted cash, beginning of period	351,826	329,791
Cash and cash equivalents, and restricted cash at end of period	333,611	404,282
Supplemental disclosure of cash flow information:
Cash paid for interest	18	3
Supplemental disclosures of noncash investing and financing information:
Settlement of contingent consideration through issuance of shares	186
Settlement of warrant liability upon exercise of Public Warrants		47,162
Settlement of warrant liability upon call of warrants		591
Equipment financing		$ 271

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2022
Organization and Description of Business [Abstract]
Organization and Description of Business	Note 1. Organization and Description of Business Description of Business: COVID-19 Worldwide Pandemic: The Company has experienced, and may experience in the future, reduced operations and production line shutdowns at vehicle OEMs due to COVID-19, limitations on travel by the Company’s personnel and personnel of the Company’s customers, and future delays or shutdowns of vehicle OEMs or the Company’s suppliers. The COVID-19 pandemic and the protocols and procedures the Company has implemented in response to the pandemic have caused some delays in operational activities. The full impact of the COVID-19 pandemic on its business and results of operations subsequent to March 31, 2022 will depend on future developments, such as the ultimate duration and scope of the outbreak and its impact on its operations and impact on its customers and industry partners.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of consolidated financial statement presentation: Use of estimates: Concentration of Credit Risk: With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. As of March 31, 2022, two customers accounted for approximately 38% and 37% of accounts receivable, net. As of December 31, 2021, two customers accounted for approximately 74% and 11% of accounts receivable, net. For the three months ended March 31, 2022 and March 31, 2021, two customers and three customers accounted for approximately 88% and 79% of revenues, respectively. Cash, cash equivalents, and restricted cash: Restricted cash: The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets to the total amount shown in the condensed consolidated statements of cash flows: As of March 31, December 31, Cash and cash equivalents $ 333,461 $ 351,676 Restricted cash 150 150 Total cash, cash equivalents, and restricted cash $ 333,611 $ 351,826 Accounts receivable, net: Inventory, net: Property and equipment, net: Equipment 5 years Furniture and fixtures 3 years Computer and related equipment 2 years Software 2 years Vehicles 5 years Leasehold improvements Lesser of useful life of the asset or remaining life of the lease Improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the statement of operations as a component of other (expense) income, net. Depreciation expense for the three months ended March 31, 2022 and 2021 was $218 and $103, respectively. Intangible assets, net: Fair Value Measurement Amortization expense for the three months ended March 31, 2022 and 2021 was $226 and $116, respectively. Fair value measurements: Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Level 2 Level 3 An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. See Note 10 for additional information on assets and liabilities measured at fair value. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability, long-term debt and warrant liability. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of those instruments. Prepaid expenses and other current assets: Impairment of long-lived assets: Impairment or Disposal of Long-Lived Assets Impairment of goodwill: The Company performs its annual goodwill impairment assessment at October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on the Company’s single reporting unit. The Company can also bypass the qualitative assessment in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of the reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding charge to earnings in the period the goodwill is determined to be impaired. The income tax effect associated with an impairment of tax-deductible goodwill is also considered in the measurement of the goodwill impairment. Any goodwill impairment is limited to the total amount of goodwill. The Company determines the fair value of its reporting unit using the market approach. Under the market approach method, the Company compared its book value to the fair value of its public float, utilizing the fair value of its common stock on the measurement date. In the first quarter of 2022, the Company believed there were indicators that the carrying amount of its goodwill may be impaired due to a decline in the Company’s stock price and market capitalization. As a result, the Company performed an assessment of its goodwill for impairment. The Company elected to forego the qualitative test and proceeded to perform a quantitative test. The Company compared the book value of its single reporting unit to the fair value of its public float. The market capitalization was below the fair value of the Company by an amount in excess of its reported value of goodwill. As a result, the Company recorded a charge of $8,606 to fully impair its goodwill. Revenue: Revenue is recognized upon transfer of control to the customer, which occurs when the Company has a present right to payment, legal title has passed to the customer, the customer has the significant risks and rewards of ownership, and where acceptance is not a formality, the customer has accepted the product or service. For the Drivetrain products, in general, transfer of control is upon shipment of the equipment as the terms are FOB shipping point or equivalent, as the Company has no other promised goods or services in its contracts with customers. In limited instances, the Company provides installation services to end-user fleet customers related to the purchased hybrid electric powertrain equipment. When provided, these installation services are not distinct within the context of the contract due to the fact that the end-use fleet customer is purchasing a completed modification to its vehicles and therefore, the installation services involve significant integration to integrate the hybrid electric powertrain equipment with the customer’s vehicle. As a result, the hybrid electric powertrain equipment and installation services represent a single performance obligation within these contracts with customers. The Company recognizes the revenue for the equipment sale and installation service for Drivetrain products at the same time, which is after the installation is complete. The Company has elected to treat shipping and handling activities related to contracts with channel partner customers for Drivetrain products as costs to fulfill the promise to transfer the associated equipment and not as a separate performance obligation. For the XL Grid solutions, in general, transfer of control is upon the acceptance and certification of project completion by both the end customer and the utility who is funding the energy incentives, representing a single performance obligation of the Company. Due to the short-term nature of projects (typically two to three weeks), the Company recognizes revenues from all XL Grid solutions activities at a point in time, when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and the Company has the right to payment for the transferred asset. The Company also assesses multiple contracts entered into by the same customer in close proximity to determine if the contracts should be combined for revenue recognition purposes. During the duration of a project for XL Grid solutions, all direct material and labor costs and those indirect costs related to the project are capitalized, and customer deposits are treated as liabilities. Once a project has been completed and the energy efficiency upgrades have been deemed to meet client specifications, capitalized costs are charged to earnings. For both Drivetrain and XL Grid solutions, when the Company’s contracts with customers contain multiple performance obligations, which is infrequent, the contract transaction price is allocated on a relative standalone selling price (SSP) basis to each performance obligation. The Company determines SSP based on observable selling prices for the sale of its systems. For extended warranties, the Company determines SSP based on expected cost plus margin. The Company establishes the margin based on review of market conditions and margins obtained by market participants for similar services. Any allocation of the transaction price required is determined at the contracts’ inception. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which is solely made up of fixed consideration for its products and services. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company has not identified any significant financing components to date. The Company’s sales can in certain instances include non-cash consideration in the form of the customer transferring to the Company, the customer’s rights to cash incentives from programs administered by municipalities related to hybrid vehicle programs that a customer is entitled to as a result of its purchase. The incentives are fixed amounts that are readily determinable. The Company values the non-cash consideration at its fair value, which generally is the amount of the incentive. Payment terms on invoices generally range from 30 to 60 days. The Company excludes from revenue any sales tax and other government-assessed and imposed taxes on revenue generating activities that are invoiced to customers. The Company has elected to apply the practical expedient to expense costs to obtain contracts, which principally relate to sales commissions, at the time the liability is incurred when the expected amortization period is one year or less. Warranties: Guarantees. Customers of XL Grid solutions are provided limited-assurance-type warranties for a term of one year for installation work performed under its contracts. Warranties for equipment sold to customers are provided by the original equipment manufacturers. For both Drivetrain and XL Grid solutions, the Company accrues the estimated cost of product warranties for unclaimed charges based on historical experiences and expected results. Should product failure rates and material usage costs differ from these estimated revisions to the estimated warranty liability are required. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. Warranty expense is recorded as a component of cost of product revenue in the statements of operations. The following is a roll-forward of the Company’s accrued warranty liability: Three Months Ended 2022 2021 Balance at the beginning of the period $ 2,547 $ 1,735 Accrual for warranties issued 28 44 Warranty fulfillment charges (172 ) (82 ) Balance at the end of the period $ 2,403 $ 1,697 The warranty liability is included in accrued expenses and other current liabilities on the Unaudited Condensed Consolidated Balance Sheets. Share-based compensation: Compensation-Stock Compensation Stock Options The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards and recognizes the compensation cost on a straight line basis over the requisite service period of the awards for employees, which is typically the four-year vesting period of the award, and effective contract period specified in the award agreement for non-employees. The fair value of common stock is determined based on the closing price of the Company’s common stock on the New York Stock Exchange at each award grant date. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk- free interest rate and expected dividends. The Company does not have a history of trading in its common stock as it was not a public company until December 21, 2020, and as such volatility was estimated using historical volatilities of comparable public entities. The expected life of the awards is estimated based on a simplified method, which uses the average of the vesting term and the original contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of the awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are accounted for as they occur. The fair value of stock options issued for the three months ended March 31, 2022 and 2021 was measured with the following assumptions: Three Months Ended 2022 2021 Expected volatility 86.0 – 86.4 % 78.1 – 79.9 % Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4 – 1.7 % 0.4 – 0.5 % Expected dividend yield 0.0 % 0.0 % Restricted Stock Units Restricted stock units generally vest over the requisite service periods (vesting on a straight–line basis). The fair value of a restricted stock unit award is equal to the fair market value of a share of the Company’s Common stock on the grant date. The Company accounts for the forfeiture of equity awards as they occur. Warrant Liabilities: Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement Segment Reporting: Segment Reporting Research and development expense: Net income (loss) per share: Related parties: Recent accounting pronouncements issued and adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
Business Combination	Note 3. Business Combination World Energy On May 17, 2021, the Company acquired all of the issued and outstanding membership interests of World Energy, a privately-held, Massachusetts-based entity, and retained its principals and all of its employees. World Energy is a direct-install energy efficiency services company (“ESCO”), serving commercial, industrial and institutional customers as well as offering solar and electric vehicle charging solutions. World Energy enables utilities to meet their energy savings mandates by developing and executing energy efficiency projects. The acquisition of World Energy expanded the Company’s ability to deliver a comprehensive suite of energy savings services that enhances XL Grid’s solutions portfolio to include commercial and industrial EV charging, solar, and energy management services. In March 2022, pursuant to the definitive acquisition agreement, the Company paid contingent consideration of $1,000 to the sellers pursuant to World Energy’s achievement, for the calendar year 2021, of minimum annual revenues of $19,500. The following unaudited pro forma financial information presents the combined results of the operations of XL Fleet and World Energy as if the acquisition of World Energy had occurred as of January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations actually would have been had the acquisition been completed on January 1, 2021. This unaudited pro forma financial information does not purport to project the future results of operations of the combined Company. Since the acquisition occurred on May 17, 2021, the results of the acquisition are fully incorporated into the condensed consolidated financial information for the three months ended March 31, 2022. The following table presents the Company’s pro forma combined results of operations of XL Fleet and World Energy for the three months ended March 31, 2021 as if the acquisition of World Energy had occurred as of January 1, 2021: 2021 Revenues $ 5,615 Net income $ 62,812 Per share amounts: Net income per share – basic $ 0.46 Net income per share - diluted $ 0.42 The above pro forma information includes a pro forma adjustment to eliminate interest expense associated with debt that was repaid in the acquisition of World Energy of $21 for the three months ended March 31, 2021.

Settlement of Contingent Consid

Settlement of Contingent Consideration Quantum	3 Months Ended
	Mar. 31, 2022
Settlement of Contingent Consideration Quantum [Abstract]
Settlement of Contingent Consideration Quantum	Note 4. Settlement of Contingent Consideration Quantum On October 4, 2019, pursuant to the terms of an asset purchase agreement, the Company acquired certain assets of Quantum Fuel Systems, LLC (“Quantum”) The purchase consideration included deferred payments or share issuances upon certain milestones being met. During the three months ended March 31, 2022, the remaining final payments were made to the sellers of Quantum as follows pursuant to the asset purchase agreement: ● Second milestone event which was met upon the achievement of certain product development criteria as outlined in the asset purchase agreement. In connection with having achieved the second milestone, in February 2022 the Company paid cash consideration of $475 and issued 50,000 shares of the Company’s common stock. ● Third milestone event which was met upon the successful demonstration of a prototype as outlined in the asset purchase agreement. In connection with having achieved the third milestone, in February 2022 the Company paid cash consideration of $475 and issued 50,000 shares of the Company’s common stock.

Revenue

Revenue	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue	Note 5. Revenue The following table represents the Company’s revenues for the three months ended March 31, 2022 and 2021, respectively, disaggregated, by sales channel. Disaggregation of revenue: Three Months Ended 2022 2021 Revenue from the sale of Drivetrain systems: Revenue direct to customers $ 548 $ 111 Revenue through channel partners 50 564 Revenue from the sale of XL Grid solutions – which are sold direct to customers 4,165 - Total revenue $ 4,763 $ 675 Remaining performance obligations: Contract Balances: Costs to obtain a contract:

Purchase of Convertible Note

Purchase of Convertible Note	3 Months Ended
	Mar. 31, 2022
Purchase Of Convertible Note [Abstract]
Purchase of Convertible Note	Note 6. Purchase of Convertible Note On July 15, 2021, XL Fleet made an investment of $3,000 into eNow, a developer of solar and battery power systems that is developing fully-electric transport refrigeration units (“eTRUs”) for commercial trailers. In exchange for the investment, eNow issued to the Company a convertible debenture (the “eNow Convertible Note”) dated July 15, 2021 (the “Issuance Date”) in the original principal amount of $3,000, at the rate of 8% per annum and due on December 31, 2022. The investment was classified as an available-for-sale security. After reviewing the status of eNow’s financial condition on December 31, 2021, the Company determined that the investment in the eNow Convertible Note was fully impaired and as such, on such date, recorded an impairment charge of $3,000. Under certain circumstances, the eNow Convertible Note could be converted into Series B preferred stock. In addition to the terms described above, on July 15, 2021 (“Effective Date”), XL Fleet entered into a Development and Supply Agreement (the “Development and Supply Agreement”) with eNow, whereby XL Fleet was made the exclusive provider of high voltage batteries and associated power systems for use in eNow eTRUs. The Company considered the existence of adverse conditions regarding the global supply chain crisis (electronic hardware, lithium ion cells and batteries) that causes further impediments to eNow being able to execute on its business plan. XL Fleet evaluated the supply chain issues, specifically the lack of availability of batteries from third party suppliers. During the three months ended December 31, 2021, the supply chain issues worsened, and in particular the lack of availability of batteries from third party suppliers. These worsened conditions, in the Company’s opinion, negatively impacted eNow’s prospects and financial condition. In January 2022, due to the ongoing supply chain issues, the Company notified eNow of its intention to terminate the Development and Supply Agreement (See Note 10).

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2022
Accrued Expenses and Other Current Liabilities [Abstract]
Accrued Expenses and Other Current Liabilities	Note 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at March 31, 2022 and December 31, 2021: As of March 31, December 31, Accrued warranty costs $ 2,403 $ 2,547 Accrued compensation and related benefits 2,160 2,254 Contingent purchase price consideration – Quantum - 1,950 Deferred purchase price consideration – World Energy 234 278 Accreted contingent compensation to sellers – World Energy - 1,000 Professional fees 1,066 949 Accrued settlements 494 494 Accrued expenses, other 1,786 2,384 $ 8,143 $ 11,856

New Markets Tax Credit Financin

New Markets Tax Credit Financing	3 Months Ended
	Mar. 31, 2022
New Markets Tax Credit Financing [Abstract]
New Markets Tax Credit Financing	Note 8. New Markets Tax Credit Financing On March 4, 2015, the Company entered into a financing transaction with U.S. Bancorp Community Development Corporation (U.S. Bank) under a qualified New Markets Tax Credit (“NMTC”) program related to the operation of the Company’s facility in Quincy, Illinois. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (the Act) and is intended to encourage capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities (CDEs). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. In connection with the financing, the Company made two loans totaling $10,454 to federal ($6,455 at 1.51%) and state ($3,999 at 1.53%) NMTC investment funds (the Investment Funds). Simultaneously, U.S. Bank made an equity investment of $4,995 to the Investment Funds and, by virtue of such contribution, is entitled to substantially all of the tax benefits derived from the NMTC. For compliance with the NMTC rules, principal payments on the loan would not begin until June 10, 2025 (the NMTC rules prohibit principal payments during the 7-year term of the NMTC arrangement). The maturity date on the loans would have been December 31, 2044. The Investment Funds then contributed the loan proceeds to a CDE, which, in turn, loaned combined funds of $15,000, net of debt issuance costs of $546, to XL Hybrid Quincy, LLC, a wholly-owned subsidiary of the Company, at an interest rate of 1.15% per year with a maturity date of March 4, 2045. These loans were secured by the leasehold improvements and equipment at the facility in Quincy, Illinois. Repayment of the loans would have commenced March 10, 2025. The proceeds from the loans from the CDE were used to partially fund the build-out of the facility in Quincy, Illinois. The transaction included a put/call feature whereby, at the end of the seven-year NMTC compliance period, the Company may have been obligated or entitled to repurchase U.S. Bank’s equity interest in the Investment Funds. U.S Bank exercised the put option in January 2022 the end of the recapture period. The value attributable to the put/call was nominal. The Company had determined that the financing arrangement with the Investment Fund and CDEs contained a variable interest entity (“VIE”). As such, the Company concluded that it was the primary beneficiary of the VIE and consolidated the Investment Fund, as a VIE, in accordance with the accounting standards for consolidation. Because the Company consolidated an entity from which it has an approximately $10,500 loan receivable and consolidated an entity to which it owes an approximately $15,000 loan payable through December 31, 2021, these two balances partially eliminated against each other in consolidation. The VIE was terminated upon the exercise of the put option. During the three months ended March 31, 2022 and 2021, the Company amortized debt issuance costs related to the NMTC of $0 and $78, respectively. The unamortized balance of debt issuance costs as of March 31, 2022 and December 31, 2021 was $0 and $20, respectively. On January 14, 2022, the NMTC financing arrangement was terminated and settled, with the note receivable of $15,000 (owed by XL Hybrid Quincy) being transferred to XL Hybrids LL in payment of the $10,500 note receivable. Both notes were retired resulting in the recognition of a gain on forgiveness of debt, net of unamortized debt issuance costs, of $4,527 for the three months ended March 31, 2022.

ROU Assets and Lease Liabilitie

ROU Assets and Lease Liabilities	3 Months Ended
	Mar. 31, 2022
Regulatory Assets and Liabilities Disclosure [Abstract]
ROU Assets and Lease Liabilities	Note 9. ROU Assets and Lease Liabilities The Company’s ROU assets and lease liabilities are comprised of the following: As of March 31, December 31, 2022 2021 Operating leases: Right-of-use assets $ 3,185 $ 3,443 Lease liability, current 427 451 Lease liability, non-current 2,943 3,056 Finance leases: Right-of-use assets 1,008 1,121 Lease liability, current 666 449 Lease liability, non-current 226 543 Other information related to leases is presented below: For the Three Months Ending 2022 2021 Other information: Operating lease cost $ 227 $ 179 For the Three Months Ending 2022 2021 Operating cash flows from operating leases $ 240 $ 141 Weighted-average remaining lease term – operating leases (in months) 81.1 92.2 Weighted-average discount rate – operating leases 9.7 % 9.6 % As of March 31, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the three months ended March 31, 2022) 549 2023 730 2024 694 2025 709 2026 555 Thereafter 1,416 Total future minimum lease payments, undiscounted 4,653 Less: imputed interest (1,283 ) Present value of future minimum lease payments $ 3,370

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10. Fair Value Measurements Mark-to-Market Measurement The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Mark-to-Market Mark-to-Market at March 31, at December 31, Input 2022 2021 Risk-free rate 2.439 % 1.111 % Remaining term in years 3.725 3.98 Expected volatility 94.35 % 88.77 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.99 $ 3.31 The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy: Fair Value Measurements as of Level I Level II Level III Total Liability: Private Warrants $ - $ - $ 2,687 $ 2,687 Earnout – World Energy $ - $ - $ 325 $ 325 Total $ - $ - $ 3,012 $ 3,012 Fair Value Measurements as of Level I Level II Level III Total Liability: Private warrants $ - $ - $ 5,404 $ 5,404 Contingent consideration – Quantum $ - $ - $ 1,950 $ 1,950 Earnout – World Energy $ - $ - $ 1,000 $ 1,000 Fair value of obligation to issue shares of common stock to sellers of World Energy $ - $ - $ 541 $ 541 Total $ - $ - $ 8,895 $ 8,895 The following is a roll forward of the Company’s Level 3 instruments: For the Liability Balance, January 1, 2022 $ 8,895 Fair value adjustment – Quantum contingent consideration (145 ) Cash settlement of Quantum liability (950 ) Share settlement of Quantum liability (186 ) Cash settlement of World Energy liability (1,000 ) Fair value adjustments – Warrant liability (2,717 ) Fair value adjustments – World Energy (216 ) Adjustment – Quantum liability (669 ) Balance, March 31, 2022 $ 3,012

Share-Based Compensation Expens

Share-Based Compensation Expense	3 Months Ended
	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Expense	Note 11. Share-Based Compensation Expense Share-based compensation expense for stock options, restricted stock awards and restricted stock units for the three months ended March 31, 2022 and 2021 was $381 and $442, respectively. As of March 31, 2022, there was $4,739 of unrecognized compensation cost related to stock options which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 2.8 years. Stock Options During the three months ended March 31, 2022 the Company issued 12,421 options to certain employees that will vest over a period of one to four years. A summary of stock option award activity for the three months ended March 31, 2022 was as follows: Options Shares Weighted Weighted Outstanding at December 31, 2021 9,737,292 $ 1.40 7.2 Granted 12,421 1.98 Exercised (1,307,020 ) 0.24 Cancelled or forfeited (613,823 ) 3.06 Outstanding at March 31, 2022 7,828,870 $ 1.45 7.1 Exercisable at March 31, 2022 6,307,222 $ 0.57 6.7 The aggregate intrinsic value of stock options outstanding as of March 31, 2022 was $11,215. The aggregate intrinsic value of stock options exercisable as of March 31, 2022 was $10,622. Cash received from options exercised for the three months ended March 31, 2022 and 2021 was $258, and $16, respectively. Restricted Stock Awards The fair value of restricted stock awards is estimated by the fair value of the Company’s Common Stock at the date of grant. Restricted stock activity during the three months ended at March 31, 2022 was as follows: Number of Weighted Non-vested, at December 31, 2021 446,332 $ 0.24 Granted - - Vested - - Cancelled or forfeited - - Non-vested, at March 31, 2022 446,332 $ 0.24 Restricted Stock Units During the three months ended March 31, 2022, the Company issued 9,098 restricted stock units to certain employees that will vest over a period of four years. The fair value of restricted stock unit awards is estimated by the fair value of the Company’s Common Stock at the date of grant. Restricted stock unit activity during the three months ended at March 31, 2022 was as follows: Number of Weighted Grant Date Fair Non-vested, at December 31, 2021 604,433 $ 6.06 Granted 9,098 2.01 Vested - - Cancelled or forfeited (134,371 ) 6.49 Non-vested, at March 31, 2022 479,160 $ 5.86

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 12. Related Party Transactions Operating lease: Rent expense under the operating lease for the three months ended March 31, 2022 and 2021 was $58 and $55, respectively. Future minimum lease payments for this lease are as follows: 2022 97 Total $ 97

Restructuring

Restructuring	3 Months Ended
	Mar. 31, 2022
Restructuring and Related Activities [Abstract]
Restructuring	Note 13. Restructuring In the first quarter of 2022, the Company conducted a strategic review of its operations. The results of this review resulted in the following actions being taken: (1) the closure of the Company’s production center and warehouse in Quincy, IL; (2) the termination of engineering activities in the Company’s Boston office; (3) elimination of all of the Company’s plug-in hybrid products and a substantial majority of the Company’s hybrid drivetrain products; (4) a reduction of the Company’s workforce of 51 employees’ and (5) the termination of the Company’s partnership with eNow. The Company recognized a total charge of $2,358 related to these activities in the first quarter of 2022. In connection with the Company’s reduction in its workforce, the Company incurred severance charges totaling $840 of which was $725 was paid in the first quarter of 2022 and the remainder will be paid in the second and third quarters of 2022. The severance charges were included in selling, general and administrative expenses in the consolidated statement of operations. The remaining unpaid amount of $115 is included in accrued expenses and other current liabilities in the consolidated balance sheet at March 31, 2022. In connection with the Company’s decision to exit certain product lines, the Company incurred an inventory obsolescence charge, included in cost of revenues, of $1,518 in the first quarter of 2022.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14. Commitments and Contingencies Sponsorship commitment: The Company terminated the Sponsorship Agreement effective June 1, 2022 and will incur no further sponsor fees. Equipment purchase: Purchase commitments: Legal proceedings : Beginning on March 8, 2021, two putative securities class action complaints were filed in federal district court for the Southern District of New York against the Company and certain of its current and former officers and directors. Those cases were consolidated and a lead plaintiff appointed in June 2021, and an amended complaint filed on July 20, 2021 alleging that certain public statements made by the defendants between October 2, 2020 and March 2, 2021 violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Company believes that the allegations asserted in the amended complaint are without merit, and the Company intends to vigorously defend the lawsuit. There can be no assurance, however, that the Company will be successful. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. On September 20, 2021, and October 19, 2021 two class action complaints were filed in the Delaware Court of Chancery against certain of the Company’s current officers and directors, and the Company’s sponsor, Pivotal Investment Holdings II LLC. The actions were consolidated as Inre XL Fleet (Pivotal) Stockholder Litigation, On January 6, 2022, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents related to, among other things, the Company’s business combination with XL Hybrids, Inc. and the related PIPE financing, the Company’s sales pipeline and revenue projections, purchase orders, suppliers, CARB approvals, fuel economy from our Drivetrain products, customer complaints, and disclosures and other matters in connection with the foregoing. 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.

Leadership Transition

Leadership Transition	3 Months Ended
	Mar. 31, 2022
Leadership Transition Disclosures [Abstract]
Leadership Transition	Note 15. Leadership Transition On January 31, 2022, the Company’s Chief Financial Officer resigned. An interim replacement served until April 11, 2022, when Mr. Don Klein was appointed as Chief Financial Officer. On March 21, 2022, Thomas (Tod) Hynes III resigned as the Company’s President and from its Board of Directors and he and the Company entered into a separation agreement pursuant to which, provided that Mr. Hynes does not timely revoke the agreement and thereafter complies with its material terms, he will receive (i) separation pay in the form of a lump sum payment of $479,375 and (ii) nine months of employer paid COBRA premiums. Mr. Hynes has also agreed to chair the Company’s advisory board. His separation agreement also includes customary provisions including those regarding cooperation, non-solicitation, and a mutual release.

Net (Loss) Income Per Share

Net (Loss) Income Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Net (Loss) Income Per Share	Note 16. Net (Loss) Income Per Share The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the three months ended March 31, 2022 and 2021: As of March 31, 2022 2021 Numerator: Net (loss) income $ (16,077 ) $ 61,914 Denominator: Weighted average share outstanding, basic 141,274,249 135,575,145 Dilutive effect of options, warrants and restricted stock units - 12,996,234 Weighted average shares outstanding, basic and diluted 141,274,249 148,571,379 Net (loss) income per share, basic $ (0.11 ) $ 0.46 Net (loss) income per share, diluted $ (0.11 ) $ 0.42 Potential dilutive securities, which include stock options, warrants and restricted stock units have been excluded from the computation of diluted net loss per share for the three months ended March 31, 2022 as the effect would be to reduce the net loss per share. Therefore, for this period the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. For the three months ended March 31, 2021, certain dilutive securities were excluded from the computation of diluted earnings per share as the effect would have been to increase net earnings per share. The number of shares underlying outstanding dilutive securities which have been excluded from the computation of diluted net loss per share above, are presented below: As of March 31, 2022 2021 Stock options 7,828,870 24,000 Private Warrants 4,233,333 - XL Legacy Warrants - - Restricted stock units 479,160 - Total 12,541,363 24,000

Retirement Plan

Retirement Plan	3 Months Ended
	Mar. 31, 2022
Retirement Benefits [Abstract]
Retirement Plan	Note 17. Retirement Plan The Company has adopted a 401(k) plan to provide all eligible employees a means to accumulate retirement savings on a tax-advantaged basis. The 401(k) plan requires participants to be at least 21 years old. In addition to the traditional 401(k), eligible employees are given the option of making an after- tax contribution to a Roth 401(k) or a combination of both. Plan participants may make before tax elective contributions up to the maximum percentage of compensation and dollar amount allowed under the Internal Revenue Code. Participants are allowed to contribute, subject to IRS limitations on total annual contributions from 1% to 90% of eligible earnings. The plan provides for automatic enrollment at a 3% deferral rate of an employee’s eligible wages. The Company provides for safe harbor matching contributions equal to 100% on the first 3% of an employee’s eligible earnings deferred and an additional 50% on the next 2% of an employee’s eligible earnings deferred. Employee elective deferrals and safe harbor matching contributions are 100% vested at all times. In connection with the acquisition of World Energy, the Company adopted the World Energy 401(k) plan whose features are the same as those of the XL Fleet’s 401(k) plan except that (i) Participants are allowed to contribute, subject to IRS limitations on total annual contributions from 1% to 100% of eligible earnings and (ii) the safe harbor non-elective contribution is equal to 3% of employee’s compensation.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Segment Reporting	Note 18. Segment Reporting Segment reporting is based on the “management approach,” following the method that management organizes the company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the CODM in allocating resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. Prior to the first quarter of 2022, the Company had one operating segment. In the first quarter of 2022, the Company’s Chief Executive Officer, upon completion of a strategic review that began upon his hiring in December 2021, restructured the Company into two distinct operating segments: (i) Drivetrain and (ii) XL Grid. The Company’s CODM does not evaluate operating segments using asset or liability information. Prior to the first quarter of 2022, the Company had one operating segment. In the first quarter of 2022, the Company’s Chief Executive Officer, upon the completion of a strategic review that began upon his hiring in December 2021, restructured the Company into two distinct operating segments: (i) Drivetrain and (ii) XL Grid. Included in Corporate are certain corporate expenses including executive, finance, information technology, and human resource expenses. The Drivetrain segment provides fleet electrification solutions for commercial vehicles in North America while the XL Grid segment provides energy efficiency and infrastructure solutions to commercial customers. The following table presents revenues and gross profit by reportable segment: Three Months Ended 2022 2021 Revenues Drivetrain $ 598 $ 675 XL Grid 4,165 - Total $ 4,763 $ 675 Operating Profit Drivetrain (1) $ (5,905 ) $ (3,562 ) XL Grid (1,441 ) (51 ) Corporate (1) (16,340 ) (6,473 ) Total $ (23,686 ) $ (10,086 ) (1) Drivetrain operating profit for the three months ended March 31, 2022 includes a restructuring charge of $1,518 related to an inventory obsolescence charge from exiting certain product lines while Corporate operating profit for the three months ended March 31, 2022 includes a goodwill impairment charge of $8,606 and restructuring charges of $840 for severance charges related to the reduction in force of the Company’s workforce in the first quarter of 2022.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 19. Subsequent Events Management has reviewed material events subsequent of the period ended March 31, 2022 and prior to the filing of financial statements in accordance with FASB ASC 855, Subsequent Events

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of consolidated financial statement presentation	Basis of consolidated financial statement presentation:
Use of estimates	Use of estimates:
Concentration of Credit Risk	Concentration of Credit Risk: With respect to trade receivables, the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. As of March 31, 2022, two customers accounted for approximately 38% and 37% of accounts receivable, net. As of December 31, 2021, two customers accounted for approximately 74% and 11% of accounts receivable, net. For the three months ended March 31, 2022 and March 31, 2021, two customers and three customers accounted for approximately 88% and 79% of revenues, respectively.
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash:
Restricted cash	Restricted cash: The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the condensed consolidated balance sheets to the total amount shown in the condensed consolidated statements of cash flows: As of March 31, December 31, Cash and cash equivalents $ 333,461 $ 351,676 Restricted cash 150 150 Total cash, cash equivalents, and restricted cash $ 333,611 $ 351,826
Accounts receivable, net	Accounts receivable, net:
Inventory, net	Inventory, net:
Property and equipment, net	Property and equipment, net: Equipment 5 years Furniture and fixtures 3 years Computer and related equipment 2 years Software 2 years Vehicles 5 years Leasehold improvements Lesser of useful life of the asset or remaining life of the lease Improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the statement of operations as a component of other (expense) income, net. Depreciation expense for the three months ended March 31, 2022 and 2021 was $218 and $103, respectively.
Intangible assets, net	Intangible assets, net: Fair Value Measurement Amortization expense for the three months ended March 31, 2022 and 2021 was $226 and $116, respectively.
Fair value measurements	Fair value measurements: Fair Value Measurement The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 Level 2 Level 3 An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. See Note 10 for additional information on assets and liabilities measured at fair value. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, contingent consideration liability, long-term debt and warrant liability. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximates fair value because of the short-term nature of those instruments.
Prepaid expenses and other current assets	Prepaid expenses and other current assets:
Impairment of long-lived assets	Impairment of long-lived assets: Impairment or Disposal of Long-Lived Assets
Impairment of goodwill	Impairment of goodwill: The Company performs its annual goodwill impairment assessment at October 1 each fiscal year, or more frequently if events or circumstances arise which indicate that goodwill may be impaired. An assessment can be performed by first completing a qualitative assessment on the Company’s single reporting unit. The Company can also bypass the qualitative assessment in any period and proceed directly to the quantitative impairment test, and then resume the qualitative assessment in any subsequent period. Qualitative indicators that may trigger the need for annual or interim quantitative impairment testing include, among other things, deterioration in macroeconomic conditions, declining financial performance, deterioration in the operational environment, or an expectation of selling or disposing of a portion of the reporting unit. Additionally, a significant change in business climate, a loss of a significant customer, increased competition, a sustained decrease in share price, or a decrease in estimated fair value below book value may trigger the need for interim impairment testing of goodwill. If the Company believes that, as a result of its qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recorded as a reduction to goodwill with a corresponding charge to earnings in the period the goodwill is determined to be impaired. The income tax effect associated with an impairment of tax-deductible goodwill is also considered in the measurement of the goodwill impairment. Any goodwill impairment is limited to the total amount of goodwill. The Company determines the fair value of its reporting unit using the market approach. Under the market approach method, the Company compared its book value to the fair value of its public float, utilizing the fair value of its common stock on the measurement date. In the first quarter of 2022, the Company believed there were indicators that the carrying amount of its goodwill may be impaired due to a decline in the Company’s stock price and market capitalization. As a result, the Company performed an assessment of its goodwill for impairment. The Company elected to forego the qualitative test and proceeded to perform a quantitative test. The Company compared the book value of its single reporting unit to the fair value of its public float. The market capitalization was below the fair value of the Company by an amount in excess of its reported value of goodwill. As a result, the Company recorded a charge of $8,606 to fully impair its goodwill.
Revenue	Revenue: Revenue is recognized upon transfer of control to the customer, which occurs when the Company has a present right to payment, legal title has passed to the customer, the customer has the significant risks and rewards of ownership, and where acceptance is not a formality, the customer has accepted the product or service. For the Drivetrain products, in general, transfer of control is upon shipment of the equipment as the terms are FOB shipping point or equivalent, as the Company has no other promised goods or services in its contracts with customers. In limited instances, the Company provides installation services to end-user fleet customers related to the purchased hybrid electric powertrain equipment. When provided, these installation services are not distinct within the context of the contract due to the fact that the end-use fleet customer is purchasing a completed modification to its vehicles and therefore, the installation services involve significant integration to integrate the hybrid electric powertrain equipment with the customer’s vehicle. As a result, the hybrid electric powertrain equipment and installation services represent a single performance obligation within these contracts with customers. The Company recognizes the revenue for the equipment sale and installation service for Drivetrain products at the same time, which is after the installation is complete. The Company has elected to treat shipping and handling activities related to contracts with channel partner customers for Drivetrain products as costs to fulfill the promise to transfer the associated equipment and not as a separate performance obligation. For the XL Grid solutions, in general, transfer of control is upon the acceptance and certification of project completion by both the end customer and the utility who is funding the energy incentives, representing a single performance obligation of the Company. Due to the short-term nature of projects (typically two to three weeks), the Company recognizes revenues from all XL Grid solutions activities at a point in time, when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and the Company has the right to payment for the transferred asset. The Company also assesses multiple contracts entered into by the same customer in close proximity to determine if the contracts should be combined for revenue recognition purposes. During the duration of a project for XL Grid solutions, all direct material and labor costs and those indirect costs related to the project are capitalized, and customer deposits are treated as liabilities. Once a project has been completed and the energy efficiency upgrades have been deemed to meet client specifications, capitalized costs are charged to earnings. For both Drivetrain and XL Grid solutions, when the Company’s contracts with customers contain multiple performance obligations, which is infrequent, the contract transaction price is allocated on a relative standalone selling price (SSP) basis to each performance obligation. The Company determines SSP based on observable selling prices for the sale of its systems. For extended warranties, the Company determines SSP based on expected cost plus margin. The Company establishes the margin based on review of market conditions and margins obtained by market participants for similar services. Any allocation of the transaction price required is determined at the contracts’ inception. The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue is recorded based on the transaction price, which is solely made up of fixed consideration for its products and services. The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfer of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company has not identified any significant financing components to date. The Company’s sales can in certain instances include non-cash consideration in the form of the customer transferring to the Company, the customer’s rights to cash incentives from programs administered by municipalities related to hybrid vehicle programs that a customer is entitled to as a result of its purchase. The incentives are fixed amounts that are readily determinable. The Company values the non-cash consideration at its fair value, which generally is the amount of the incentive. Payment terms on invoices generally range from 30 to 60 days. The Company excludes from revenue any sales tax and other government-assessed and imposed taxes on revenue generating activities that are invoiced to customers. The Company has elected to apply the practical expedient to expense costs to obtain contracts, which principally relate to sales commissions, at the time the liability is incurred when the expected amortization period is one year or less.
Warranties	Warranties: Guarantees. Customers of XL Grid solutions are provided limited-assurance-type warranties for a term of one year for installation work performed under its contracts. Warranties for equipment sold to customers are provided by the original equipment manufacturers. For both Drivetrain and XL Grid solutions, the Company accrues the estimated cost of product warranties for unclaimed charges based on historical experiences and expected results. Should product failure rates and material usage costs differ from these estimated revisions to the estimated warranty liability are required. The Company periodically assesses the adequacy of its recorded product warranty liabilities and adjusts the balances as required. Warranty expense is recorded as a component of cost of product revenue in the statements of operations. The following is a roll-forward of the Company’s accrued warranty liability: Three Months Ended 2022 2021 Balance at the beginning of the period $ 2,547 $ 1,735 Accrual for warranties issued 28 44 Warranty fulfillment charges (172 ) (82 ) Balance at the end of the period $ 2,403 $ 1,697 The warranty liability is included in accrued expenses and other current liabilities on the Unaudited Condensed Consolidated Balance Sheets.
Share-based compensation	Share-based compensation: Compensation-Stock Compensation Stock Options The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards and recognizes the compensation cost on a straight line basis over the requisite service period of the awards for employees, which is typically the four-year vesting period of the award, and effective contract period specified in the award agreement for non-employees. The fair value of common stock is determined based on the closing price of the Company’s common stock on the New York Stock Exchange at each award grant date. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk- free interest rate and expected dividends. The Company does not have a history of trading in its common stock as it was not a public company until December 21, 2020, and as such volatility was estimated using historical volatilities of comparable public entities. The expected life of the awards is estimated based on a simplified method, which uses the average of the vesting term and the original contractual term. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected life of the awards. The dividend yield assumption is based on history and expectation of paying no dividends. Forfeitures are accounted for as they occur. The fair value of stock options issued for the three months ended March 31, 2022 and 2021 was measured with the following assumptions: Three Months Ended 2022 2021 Expected volatility 86.0 – 86.4 % 78.1 – 79.9 % Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4 – 1.7 % 0.4 – 0.5 % Expected dividend yield 0.0 % 0.0 % Restricted Stock Units Restricted stock units generally vest over the requisite service periods (vesting on a straight–line basis). The fair value of a restricted stock unit award is equal to the fair market value of a share of the Company’s Common stock on the grant date. The Company accounts for the forfeiture of equity awards as they occur.
Warrant Liabilities	Warrant Liabilities: Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement
Segment Reporting	Segment Reporting: Segment Reporting
Research and development expense	Research and development expense:
Net income (loss) per share	Net income (loss) per share:
Related parties	Related parties:
Recent accounting pronouncements issued and adopted	Recent accounting pronouncements issued and adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of reconciliation of cash, cash equivalents, and restricted cash	As of March 31, December 31, Cash and cash equivalents $ 333,461 $ 351,676 Restricted cash 150 150 Total cash, cash equivalents, and restricted cash $ 333,611 $ 351,826
Schedule of property and equipment, net	Equipment 5 years Furniture and fixtures 3 years Computer and related equipment 2 years Software 2 years Vehicles 5 years Leasehold improvements Lesser of useful life of the asset or remaining life of the lease
Schedule of accrued warranty liability:	Three Months Ended 2022 2021 Balance at the beginning of the period $ 2,547 $ 1,735 Accrual for warranties issued 28 44 Warranty fulfillment charges (172 ) (82 ) Balance at the end of the period $ 2,403 $ 1,697
Schedule of fair value of stock options issued	Three Months Ended 2022 2021 Expected volatility 86.0 – 86.4 % 78.1 – 79.9 % Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4 – 1.7 % 0.4 – 0.5 % Expected dividend yield 0.0 % 0.0 %

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
Schedule of unaudited pro forma financial information	2021 Revenues $ 5,615 Net income $ 62,812 Per share amounts: Net income per share – basic $ 0.46 Net income per share - diluted $ 0.42

Revenue (Tables)

Revenue (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of disaggregation of revenue	Three Months Ended 2022 2021 Revenue from the sale of Drivetrain systems: Revenue direct to customers $ 548 $ 111 Revenue through channel partners 50 564 Revenue from the sale of XL Grid solutions – which are sold direct to customers 4,165 - Total revenue $ 4,763 $ 675

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Accrued Expenses and Other Current Liabilities [Abstract]
Schedule of accrued expenses and other current liabilities	As of March 31, December 31, Accrued warranty costs $ 2,403 $ 2,547 Accrued compensation and related benefits 2,160 2,254 Contingent purchase price consideration – Quantum - 1,950 Deferred purchase price consideration – World Energy 234 278 Accreted contingent compensation to sellers – World Energy - 1,000 Professional fees 1,066 949 Accrued settlements 494 494 Accrued expenses, other 1,786 2,384 $ 8,143 $ 11,856

ROU Assets and Lease Liabilit_2

ROU Assets and Lease Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Regulatory Assets and Liabilities Disclosure [Abstract]
Schedule of office space and R&D and manufacturing facilities	As of March 31, December 31, 2022 2021 Operating leases: Right-of-use assets $ 3,185 $ 3,443 Lease liability, current 427 451 Lease liability, non-current 2,943 3,056 Finance leases: Right-of-use assets 1,008 1,121 Lease liability, current 666 449 Lease liability, non-current 226 543
Schedule of other information related to leases	For the Three Months Ending 2022 2021 Other information: Operating lease cost $ 227 $ 179 For the Three Months Ending 2022 2021 Operating cash flows from operating leases $ 240 $ 141 Weighted-average remaining lease term – operating leases (in months) 81.1 92.2 Weighted-average discount rate – operating leases 9.7 % 9.6 %
Schedule of annual minimum lease payments of our operating lease liabilities	For The Years Ending December 31, 2022 (excluding the three months ended March 31, 2022) 549 2023 730 2024 694 2025 709 2026 555 Thereafter 1,416 Total future minimum lease payments, undiscounted 4,653 Less: imputed interest (1,283 ) Present value of future minimum lease payments $ 3,370

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair values private warrants were valued using a black-scholes model	Mark-to-Market Mark-to-Market at March 31, at December 31, Input 2022 2021 Risk-free rate 2.439 % 1.111 % Remaining term in years 3.725 3.98 Expected volatility 94.35 % 88.77 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.99 $ 3.31
Schedule of assets and liabilities which are measured at fair value on a recurring basis	Fair Value Measurements as of Level I Level II Level III Total Liability: Private Warrants $ - $ - $ 2,687 $ 2,687 Earnout – World Energy $ - $ - $ 325 $ 325 Total $ - $ - $ 3,012 $ 3,012 Fair Value Measurements as of Level I Level II Level III Total Liability: Private warrants $ - $ - $ 5,404 $ 5,404 Contingent consideration – Quantum $ - $ - $ 1,950 $ 1,950 Earnout – World Energy $ - $ - $ 1,000 $ 1,000 Fair value of obligation to issue shares of common stock to sellers of World Energy $ - $ - $ 541 $ 541 Total $ - $ - $ 8,895 $ 8,895
Schedule of roll forward of the company's level 3 instruments	For the Liability Balance, January 1, 2022 $ 8,895 Fair value adjustment – Quantum contingent consideration (145 ) Cash settlement of Quantum liability (950 ) Share settlement of Quantum liability (186 ) Cash settlement of World Energy liability (1,000 ) Fair value adjustments – Warrant liability (2,717 ) Fair value adjustments – World Energy (216 ) Adjustment – Quantum liability (669 ) Balance, March 31, 2022 $ 3,012

Share-Based Compensation Expe_2

Share-Based Compensation Expense (Tables)	3 Months Ended
	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of stock option award activity	Options Shares Weighted Weighted Outstanding at December 31, 2021 9,737,292 $ 1.40 7.2 Granted 12,421 1.98 Exercised (1,307,020 ) 0.24 Cancelled or forfeited (613,823 ) 3.06 Outstanding at March 31, 2022 7,828,870 $ 1.45 7.1 Exercisable at March 31, 2022 6,307,222 $ 0.57 6.7
Schedule of fair value of restricted stock awards	Number of Weighted Non-vested, at December 31, 2021 446,332 $ 0.24 Granted - - Vested - - Cancelled or forfeited - - Non-vested, at March 31, 2022 446,332 $ 0.24 Number of Weighted Grant Date Fair Non-vested, at December 31, 2021 604,433 $ 6.06 Granted 9,098 2.01 Vested - - Cancelled or forfeited (134,371 ) 6.49 Non-vested, at March 31, 2022 479,160 $ 5.86

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
Schedule of future minimum lease payments	Future minimum lease payments for this lease are as follows: 2022 97 Total $ 97

Net (Loss) Income Per Share (Ta

Net (Loss) Income Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings per share	As of March 31, 2022 2021 Numerator: Net (loss) income $ (16,077 ) $ 61,914 Denominator: Weighted average share outstanding, basic 141,274,249 135,575,145 Dilutive effect of options, warrants and restricted stock units - 12,996,234 Weighted average shares outstanding, basic and diluted 141,274,249 148,571,379 Net (loss) income per share, basic $ (0.11 ) $ 0.46 Net (loss) income per share, diluted $ (0.11 ) $ 0.42
Schedule of number of shares underlying outstanding dilutive securities	As of March 31, 2022 2021 Stock options 7,828,870 24,000 Private Warrants 4,233,333 - XL Legacy Warrants - - Restricted stock units 479,160 - Total 12,541,363 24,000

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Schedule of revenues and gross profit by reportable segment	Three Months Ended 2022 2021 Revenues Drivetrain $ 598 $ 675 XL Grid 4,165 - Total $ 4,763 $ 675 Operating Profit Drivetrain (1) $ (5,905 ) $ (3,562 ) XL Grid (1,441 ) (51 ) Corporate (1) (16,340 ) (6,473 ) Total $ (23,686 ) $ (10,086 ) (1) Drivetrain operating profit for the three months ended March 31, 2022 includes a restructuring charge of $1,518 related to an inventory obsolescence charge from exiting certain product lines while Corporate operating profit for the three months ended March 31, 2022 includes a goodwill impairment charge of $8,606 and restructuring charges of $840 for severance charges related to the reduction in force of the Company’s workforce in the first quarter of 2022.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022USD ($)	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Number of operating segment	2
Cash in excess	$ 250		$ 250
Revenue expense percentage	88.00%	79.00%
Restricted cash held	$ 150		150
Depreciation expense	$ 218	$ 103
Estimated useful lives	4 years
Amortization expense	$ 226	116
Impairment of goodwill	$ 8,606
Warrant term	1 year
Inventories [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Inventory reserve for obsolescence	$ 4,349		$ 2,863
Accounts Receivable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of customers	2		2
Allowance of doubtful accounts	$ 158		$ 148
Accounts Receivable [Member] | One customers [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts receivable, net	38.00%		74.00%
Accounts Receivable [Member] | Two customers [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accounts receivable, net	37.00%		11.00%
Equipment [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant term	3 years

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of reconciliation of cash, cash equivalents, and restricted cash - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Cash, cash equivalents, and restricted cash [Abstract]
Cash and cash equivalents	$ 333,461	$ 351,676
Restricted cash	150	150
Total cash, cash equivalents, and restricted cash	$ 333,611	$ 351,826

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of property and equipment, net	3 Months Ended
	Mar. 31, 2022
Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Lesser of useful life of the asset or remaining life of the lease	3 years
Computer and related equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Lesser of useful life of the asset or remaining life of the lease	2 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Lesser of useful life of the asset or remaining life of the lease	2 years
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Lesser of useful life of the asset or remaining life of the lease	5 years
Leasehold improvements [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Lesser of useful life of the asset or remaining life of the lease	Lesser of useful life of the asset or remaining life of the lease
Equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Lesser of useful life of the asset or remaining life of the lease	5 years

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of accrued warranty liability: - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of accrued warranty liability: [Abstract]
Balance at the beginning of the period	$ 2,547	$ 1,735
Accrual for warranties issued	28	44
Warranty fulfillment charges	(172)	(82)
Balance at the end of the period	$ 2,403	$ 1,697

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of fair value of stock options issued	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) - Schedule of fair value of stock options issued [Line Items]
Expected term (in years)	6 years 3 months	6 years 3 months
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of fair value of stock options issued [Line Items]
Expected volatility	86.00%	78.10%
Risk-free interest rate	1.40%	0.40%
Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of fair value of stock options issued [Line Items]
Expected volatility	86.40%	79.90%
Risk-free interest rate	1.70%	0.50%

Business Combination (Details)

Business Combination (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Combinations [Abstract]
Contingent consideration	$ 1,000
Annual revenues	$ 19,500
Interest expense		$ 21

Business Combination (Details)

Business Combination (Details) - Schedule of unaudited pro forma financial information - World Energy [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)$ / shares
Business Combination (Details) - Schedule of unaudited pro forma financial information [Line Items]
Revenues | $	$ 5,615
Net income | $	$ 62,812
Per share amounts: Net income per share – basic | $ / shares	$ 0.46
Net income per share - diluted | $ / shares	$ 0.42

Settlement of Contingent Cons_2

Settlement of Contingent Consideration Quantum (Details) $ in Thousands	1 Months Ended
	Feb. 28, 2022USD ($)shares
Second Milestone [Member]
Settlement of Contingent Consideration Quantum (Details) [Line Items]
Paid cash consideration | $	$ 475
Shares of common stock | shares	50,000
Third Milestone [Member]
Settlement of Contingent Consideration Quantum (Details) [Line Items]
Paid cash consideration | $	$ 475
Shares of common stock | shares	50,000

Revenue (Details)

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 233		$ 237
Recognized revenue	$ 4		$ 4
Description of sales commission	Sales commissions paid to internal sales personnel, as well as associated payroll taxes and retirement plan contributions (together, sales commissions and associated costs) that are incremental to the acquisition of customer contracts, are capitalized as contract acquisition cost on the balance sheet when the period of benefit is determined to be greater than one year. In instances where an extended warranty is sold, the period of benefit would extend beyond 12 months and therefore, the practical expedient would not be met for those contracts and require capitalization of the related costs to obtain those contracts.
Total commission expense	$ 278	$ 256

Revenue (Details) - Schedule of

Revenue (Details) - Schedule of disaggregation of revenue - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue direct to customers [Member]
Revenue from the sale of Drivetrain systems:
Total revenue	$ 548	$ 111
Revenue through channel partners [Member]
Revenue from the sale of Drivetrain systems:
Total revenue	50	564
Revenue from the sale of XL Grid solutions – which are sold direct to customers [Member]
Revenue from the sale of Drivetrain systems:
Total revenue	4,165
Total Revenue [Member]
Revenue from the sale of Drivetrain systems:
Total revenue	$ 4,763	$ 675

Purchase of Convertible Note (D

Purchase of Convertible Note (Details) - USD ($) $ in Thousands	Jul. 15, 2021	Dec. 31, 2021
Purchase of Convertible Note [Abstract]
Investment of solar and battery power systems	$ 3,000
Principal amount	$ 3,000
Interest rate, percentage	8.00%
Convertible note was fully impaired charge		$ 3,000

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of accrued expenses and other current liabilities [Abstract]
Accrued warranty costs	$ 2,403	$ 2,547
Accrued compensation and related benefits	2,160	2,254
Contingent purchase price consideration – Quantum		1,950
Deferred purchase price consideration – World Energy	234	278
Accreted contingent compensation to sellers – World Energy		1,000
Professional fees	1,066	949
Accrued settlements	494	494
Accrued expenses, other	1,786	2,384
Total	$ 8,143	$ 11,856

New Markets Tax Credit Financ_2

New Markets Tax Credit Financing (Details) - USD ($) $ in Thousands	Jan. 14, 2022	Mar. 04, 2015	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
New Markets Tax Credit Financing (Details) [Line Items]
Federal income taxes, percentage		39.00%
Loan amount			$ 10,454
Unamortized debt issuance costs			0		$ 20
Loans receivable			10,500
Loan payable			15,000
Amortized of debt issuance costs			0	$ 78
Note receivable	$ 15,000
Payment of the notes receivable	$ 10,500
Unamortized debt issuance costs			$ 4,527
XL Hybrid Quincy, LLC [Member]
New Markets Tax Credit Financing (Details) [Line Items]
Maturity date			Mar. 4, 2045
Ownership interest rate, percentage			1.15%
Investment Funds [Member]
New Markets Tax Credit Financing (Details) [Line Items]
Federal income taxes, percentage			1.51%
Federal income taxes			$ 6,455
State income taxes			$ 3,999
State income taxes, percentage			1.53%
Equity investment amount			$ 4,995
Principal payments term			7 years
Maturity date			Dec. 31, 2044
Loaned combined funds			$ 15,000
Unamortized debt issuance costs			$ 546

ROU Assets and Lease Liabilit_3

ROU Assets and Lease Liabilities (Details) - Schedule of office space and R&D and manufacturing facilities - Office Space and R&D and Manufacturing Facilities [Member] - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Operating leases:
Right-of-use assets	$ 3,185	$ 3,443
Lease liability, current	427	451
Lease liability, non-current	2,943	3,056
Finance leases:
Right-of-use assets	1,008	1,121
Lease liability, current	666	449
Lease liability, non-current	$ 226	$ 543

ROU Assets and Lease Liabilit_4

ROU Assets and Lease Liabilities (Details) - Schedule of other information related to leases - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Other information:
Operating lease cost	$ 227	$ 179
Operating cash flows from operating leases	$ 240	$ 141
Weighted-average remaining lease term – operating leases (in months)	81 months 3 days	92 months 6 days
Weighted-average discount rate – operating leases	9.70%	9.60%

ROU Assets and Lease Liabilit_5

ROU Assets and Lease Liabilities (Details) - Schedule of annual minimum lease payments of our operating lease liabilities $ in Thousands	Mar. 31, 2022USD ($)
Schedule of annual minimum lease payments of our operating lease liabilities [Abstract]
2022 (excluding the three months ended March 31, 2022)	$ 549
2023	730
2024	694
2025	709
2026	555
Thereafter	1,416
Total future minimum lease payments, undiscounted	4,653
Less: imputed interest	(1,283)
Present value of future minimum lease payments	$ 3,370

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair values private warrants were valued using a black-scholes model - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of fair values private warrants were valued using a black-scholes model [Abstract]
Risk-free rate	2.439%	1.111%
Remaining term in years	3 years 8 months 21 days	3 years 11 months 23 days
Expected volatility	94.35%	88.77%
Exercise price	$ 11.5	$ 11.5
Fair value of common stock	$ 1.99	$ 3.31

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of assets and liabilities which are measured at fair value on a recurring basis - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of assets and liabilities which are measured at fair value on a recurring basis [Line Items]
Private Warrants	$ 2,687	$ 5,404
Contingent consideration – Quantum		1,950
Earnout – World Energy	325	1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy		541
Total	3,012	8,895
Level I [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities which are measured at fair value on a recurring basis [Line Items]
Private Warrants
Contingent consideration – Quantum
Earnout – World Energy
Fair value of obligation to issue shares of common stock to sellers of World Energy
Total
Level II [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities which are measured at fair value on a recurring basis [Line Items]
Private Warrants
Contingent consideration – Quantum
Earnout – World Energy
Fair value of obligation to issue shares of common stock to sellers of World Energy
Total
Level III [Member]
Fair Value Measurements (Details) - Schedule of assets and liabilities which are measured at fair value on a recurring basis [Line Items]
Private Warrants	2,687	5,404
Contingent consideration – Quantum		1,950
Earnout – World Energy	325	1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy		541
Total	$ 3,012	$ 8,895

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of roll forward of the company's level 3 instruments - Level 3 [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 8,895
Fair value adjustment – Quantum contingent consideration	(145)
Cash settlement of Quantum liability	(950)
Share settlement of Quantum liability	(186)
Cash settlement of World Energy liability	(1,000)
Fair value adjustments – Warrant liability	(2,717)
Fair value adjustments – World Energy	(216)
Adjustment – Quantum liability	(669)
Ending balance	$ 3,012

Share-Based Compensation Expe_3

Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-Based Compensation Expense (Details) [Line Items]
Share-based compensation expense	$ 381	$ 442
Unrecognized compensation cost	$ 4,739
Weighted-average period	2 years 9 months 18 days
Options issued (in Shares)	12,421
Aggregate intrinsic value of stock options outstanding	$ 11,215
Aggregate intrinsic value of stock options exercisable	10,622
Cash received from options exercised	$ 258	$ 16
Minimum [Member]
Share-Based Compensation Expense (Details) [Line Items]
Stock options employees and board members term	1 year
Maximum [Member]
Share-Based Compensation Expense (Details) [Line Items]
Stock options employees and board members term	4 years
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Expense (Details) [Line Items]
Options issued (in Shares)	9,098

Share-Based Compensation Expe_4

Share-Based Compensation Expense (Details) - Schedule of stock option award activity - $ / shares	Dec. 31, 2021	Mar. 31, 2022
Schedule of stock option award activity [Abstract]
Shares, Outstanding Beginning balance	9,737,292
Weighted Average Exercise Price, Outstanding Beginning balance	$ 1.4
Weighted Average Remaining Contractual Term, Beginning balance	7 years 2 months 12 days
Shares, Granted		12,421
Weighted Average Exercise Price, Granted		$ 1.98
Shares, Exercised		(1,307,020)
Weighted Average Exercise Price, Exercised		$ 0.24
Shares, Cancelled or forfeited		(613,823)
Weighted Average Exercise Price, Cancelled or forfeited		$ 3.06
Shares, Outstanding, Ending Balance		7,828,870
Weighted Average Exercise Price, Ending balance		$ 1.45
Weighted Average Remaining Contractual Term, Ending balance		7 years 1 month 6 days
Shares, Exercisable		6,307,222
Weighted Average Exercise Price, Exercisable		$ 0.57
Weighted Average Remaining Contractual Term, Exercisable		6 years 8 months 12 days

Share-Based Compensation Expe_5

Share-Based Compensation Expense (Details) - Schedule of fair value of restricted stock awards	3 Months Ended
	Mar. 31, 2022$ / sharesshares
Restricted Stock Awards [Member]
Share-Based Compensation Expense (Details) - Schedule of fair value of restricted stock awards [Line Items]
Number of shares, Non-vested, at beginning of period | shares	446,332
Weighted-average grant-date fair value per share, Non-vested, at beginning of period | $ / shares	$ 0.24
Number of shares, Granted | shares
Weighted-average grant-date fair value per share Granted | $ / shares
Number of shares, Vested | shares
Weighted-average grant-date fair value per share, Vested | $ / shares
Number of shares, Cancelled or forfeited | shares
Weighted-average grant-date fair value per share, Cancelled or forfeited | $ / shares
Number of shares, Non-vested, at end of period | shares	446,332
Weighted-average grant-date fair value per share, Non-vested, at end of period | $ / shares	$ 0.24
Restricted Stock Units [Member]
Share-Based Compensation Expense (Details) - Schedule of fair value of restricted stock awards [Line Items]
Number of shares, Non-vested, at beginning of period | shares	604,433
Weighted-average grant-date fair value per share, Non-vested, at beginning of period | $ / shares	$ 6.06
Number of shares, Granted | shares	9,098
Weighted-average grant-date fair value per share Granted | $ / shares	$ 2.01
Number of shares, Vested | shares
Weighted-average grant-date fair value per share, Vested | $ / shares
Number of shares, Cancelled or forfeited | shares	(134,371)
Weighted-average grant-date fair value per share, Cancelled or forfeited | $ / shares	$ 6.49
Number of shares, Non-vested, at end of period | shares	479,160
Weighted-average grant-date fair value per share, Non-vested, at end of period | $ / shares	$ 5.86

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Related Party Transactions [Abstract]
Rent expense	$ 58	$ 55

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of future minimum lease payments $ in Thousands	Mar. 31, 2022USD ($)
Schedule of future minimum lease payments [Abstract]
2022	$ 97
Total	$ 97

Restructuring (Details)

Restructuring (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Restructuring and Related Activities [Abstract]
Total charge of related	$ 2,358
Incurred severance totaling	840
Incurred severance paid amount	725
Accrued expenses and other current liabilities	115
Incurred an inventory obsolescence charge	$ 1,518

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Mar. 02, 2021	Mar. 01, 2021	Feb. 28, 2022	Jun. 25, 2021	Mar. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Incurred costs					$ 700
Sponsor fee					$ 500
Sponsor fee paid				$ 250
Accrued payment						$ 250
Purchase price		$ 4,191
Nonrefundable down payment	$ 780
Received refund down payment			$ 780
Purchase commitments, description					The Company has entered into firm commitments to purchase batteries and motors from major suppliers. As of March 31, 2022, these purchase obligations consisted of an obligation of $2,533 to purchase motors by July 2022 and an open ended commitment of $2,500 to purchase batteries, and an obligation of $343 to purchase chip-sensitive items including telematics modules and inverters.

Leadership Transition (Details)

Leadership Transition (Details) $ in Thousands	1 Months Ended
	Mar. 21, 2022USD ($)
Leadership Transition Disclosures [Abstract]
Separation pay lump sum payment	$ 479,375

Net (Loss) Income Per Share (De

Net (Loss) Income Per Share (Details) - Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net (loss) income	$ (16,077)	$ 61,914
Denominator:
Weighted average share outstanding, basic	141,274,249	135,575,145
Dilutive effect of options, warrants and restricted stock units		$ 12,996,234
Weighted average shares outstanding, basic and diluted	141,274,249	148,571,379
Net (loss) income per share, basic	$ (0.11)	$ 0.46
Net (loss) income per share, diluted	$ (0.11)	$ 0.42

Net (Loss) Income Per Share (_2

Net (Loss) Income Per Share (Details) - Schedule of number of shares underlying outstanding dilutive securities - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,541,363	24,000
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,828,870	24,000
Private Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,233,333
XL Legacy Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	479,160

Retirement Plan (Details)

Retirement Plan (Details)	3 Months Ended
	Mar. 31, 2022
Retirement Plan (Details) [Line Items]
Deferral rate, percentage	3.00%
Retirement plan, description	The Company provides for safe harbor matching contributions equal to 100% on the first 3% of an employee’s eligible earnings deferred and an additional 50% on the next 2% of an employee’s eligible earnings deferred. Employee elective deferrals and safe harbor matching contributions are 100% vested at all times.
Tax-advantaged basis, description	In connection with the acquisition of World Energy, the Company adopted the World Energy 401(k) plan whose features are the same as those of the XL Fleet’s 401(k) plan except that (i) Participants are allowed to contribute, subject to IRS limitations on total annual contributions from 1% to 100% of eligible earnings and (ii) the safe harbor non-elective contribution is equal to 3% of employee’s compensation.
Minimum [Member]
Retirement Plan (Details) [Line Items]
Annual contributions, percentage	1.00%
Maximum [Member]
Retirement Plan (Details) [Line Items]
Annual contributions, percentage	90.00%

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Segment Reporting (Details) [Line Items]
Restructuring charge	$ 1,518
Goodwill [Member]
Segment Reporting (Details) [Line Items]
Restructuring charge	840
Impairment charge	$ 8,606

Segment Reporting (Details) - S

Segment Reporting (Details) - Schedule of revenues and gross profit by reportable segment - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Revenues
Revenues		$ 4,763	$ 675
Operating Profit
Operating Profit		(23,686)	(10,086)
Drivetrain [Member]
Revenues
Revenues		598	675
Operating Profit
Operating Profit	[1]	(5,905)	(3,562)
XL Grid [Member]
Revenues
Revenues		4,165
Operating Profit
Operating Profit		(1,441)	(51)
Corporate [Member]
Operating Profit
Operating Profit	[1]	$ (16,340)	$ (6,473)
[1]	Drivetrain operating profit for the three months ended March 31, 2022 includes a restructuring charge of $1,518 related to an inventory obsolescence charge from exiting certain product lines while Corporate operating profit for the three months ended March 31, 2022 includes a goodwill impairment charge of $8,606 and restructuring charges of $840 for severance charges related to the reduction in force of the Company’s workforce in the first quarter of 2022.