Spruce Power Holding (SPRU) 10-Q 9 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 05, 2022
Cover [Abstract]
Document type	10-Q
Document quarterly report	true
Document period end date	Jun. 30, 2022
Document transition report	false
Entity file number	001-38971
Entity registrant name	XL Fleet Corp.
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
Trading symbol	XL
Security exchange name	NYSE
Entity current reporting status	Yes
Entity interactive data current	Yes
Entity filer category	Large Accelerated Filer
Entity small business	false
Entity emerging growth company	false
Entity shell company	false
Entity common stock, shares outstanding		142,496,231
Entity central index key	0001772720
Current fiscal year end date	--12-31
Document fiscal period focus	Q2
Document fiscal year focus	2022
Amendment flag	false

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands		Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents		$ 322,371	$ 351,676
Restricted cash		150	150
Accounts receivable, net		7,051	6,477
Inventory, net		14,189	15,262
Prepaid expenses and other current assets		1,323	1,040
Total current assets		345,084	374,605
Property and equipment, net		2,239	3,495
Intangible assets, net		1,245	1,863
Right-of-use asset		5,124	4,564
Goodwill		0	8,606
Other assets		114	88
Total assets		353,806	393,221
Current liabilities:
Current portion of long-term debt		27	78
Accounts payable		2,029	3,799
Lease liability, current		774	900
Accrued expenses and other current liabilities		9,042	11,856
Total current liabilities		11,872	16,633
Long-term debt, net of current portion		6	21
Deferred revenue		1,142	691
Lease liability, non-current		4,670	3,599
Warrant liabilities		905	5,405
Contingent consideration		95	541
New market tax credit obligation	[1]	0	4,521
Total liabilities		18,690	31,411
Commitments and contingencies (Note 14)
Stockholders’ equity
Common stock, $0.0001 par value; 350,000,000 shares authorized at June 30, 2022 and December 31, 2021; 142,492,833 and 140,540,671 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		14	14
Additional paid-in capital		463,288	461,207
Accumulated deficit		(128,186)	(99,411)
Total stockholders’ equity		335,116	361,810
Total liabilities and stockholders’ equity		$ 353,806	$ 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	Jun. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	350,000,000	350,000,000
Common stock, issued (in shares)	142,492,833	140,540,671
Common stock, outstanding (in shares)	142,492,833	140,540,671

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues	$ 3,010,000	$ 3,694,000	$ 7,773,000	$ 4,369,000
Cost of revenues	2,445,000	2,732,000	7,641,000	4,123,000
Gross profit	565,000	962,000	132,000	246,000
Operating expenses:
Engineering, research and development	2,404,000	2,809,000	5,393,000	4,221,000
Selling, general, and administrative expenses	12,801,000	10,822,000	24,459,000	18,780,000
Impairment of goodwill	0	0	8,606,000	0
Loss from operations	(14,640,000)	(12,669,000)	(38,326,000)	(22,755,000)
Other (income) expense:
Interest expense, net	7,000	10,000	19,000	21,000
Gain on extinguishment of debt	0	0	(4,527,000)	0
(Gain) loss on asset disposal	(7,000)	21,000	(16,000)	21,000
Change in fair value of obligation to issue shares of common stock to sellers of World Energy	(137,000)	514,000	(498,000)	514,000
Change in fair value of warrant liability	(1,783,000)	(2,726,000)	(4,500,000)	(74,731,000)
Other income	(22,000)	(19,000)	(29,000)	(25,000)
Net (loss) income	$ (12,698,000)	$ (10,469,000)	$ (28,775,000)	$ 51,445,000
Net (loss) income per share, basic (in dollars per share)	$ (0.09)	$ (0.08)	$ (0.20)	$ 0.37
Net (loss) income per share, diluted (in dollars per share)	$ (0.09)	$ (0.08)	$ (0.20)	$ (0.17)
Weighted-average shares outstanding, basic (in shares)	142,247,590	139,237,805	141,760,478	137,416,593
Weighted-average shares outstanding, diluted (in shares)	142,247,590	139,237,805	141,760,478	137,598,535

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance (in shares) at Dec. 31, 2020		131,365,254
Balance at Dec. 31, 2020	$ 188,896	$ 13	$ 317,084	$ (128,201)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		65,875
Exercise of stock options	16		16
Exercise of warrants (in shares)		233,555
Exercise of Public warrants (in shares)		7,441,020
Exercise of Public warrants	85,555	$ 1	85,554
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
Stock-based compensation expense	442		442
Net (loss) income	61,914			61,914
Balance (in shares) at Mar. 31, 2021		139,105,704
Balance at Mar. 31, 2021	384,651	$ 14	450,924	(66,287)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		29,870
Exercise of stock options	7		7
Issuance of shares in business combination (in shares)		231,002
Issuance of shares in business combination	1,439		1,439
Stock-based compensation expense	754		754
Net (loss) income	(10,469)			(10,469)
Balance (in shares) at Jun. 30, 2021		139,366,576
Balance at Jun. 30, 2021	376,382	$ 14	453,124	(76,756)
Balance (in shares) at Dec. 31, 2021		140,540,671
Balance at Dec. 31, 2021	361,810	$ 14	461,207	(99,411)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		1,312,320
Exercise of stock options	258		258
Issuance of restricted stock (in shares)		2,205
Issuance of shares in business combination (in shares)		100,000
Issuance of shares in business combination	186		186
Stock-based compensation expense	381		381
Net (loss) income	(16,077)			(16,077)
Balance (in shares) at Mar. 31, 2022		141,955,196
Balance at Mar. 31, 2022	346,558	$ 14	462,032	(115,488)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)		440,065
Exercise of stock options	175		175
Issuance of restricted stock (in shares)		97,572
Stock-based compensation expense	1,081		1,081
Net (loss) income	(12,698)			(12,698)
Balance (in shares) at Jun. 30, 2022		142,492,833
Balance at Jun. 30, 2022	$ 335,116	$ 14	$ 463,288	$ (128,186)

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities:
Net (loss) income	$ (28,775,000)	$ 51,445,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock-based compensation	1,462,000	1,196,000
Bad debt expense	10,000	174,000
Depreciation and amortization expense	1,204,000	601,000
Impairment of goodwill	8,606,000	0
Contingent consideration	0	(23,000)
Change in fair value of obligation to issue shares of common stock	(498,000)	514,000
Fair value change of warrant liability	(4,500,000)	(74,731,000)
Gain on extinguishment of debt	(4,527,000)	0
Gain on disposal of assets	(16,000)	0
Change in operating right-of-use assets	354,000	(2,000)
Interest on finance leases	17,000	15,000
Debt discount	0	(60,000)
Changes in operating assets and liabilities:
Accounts receivable, net	(584,000)	6,649,000
Inventory, net	1,073,000	(7,534,000)
Prepaid expenses and other current assets	(283,000)	(6,000)
Other assets	(26,000)	(18,000)
Accounts payable	(1,770,000)	(901,000)
Accrued expenses and other current liabilities	(2,470,000)	2,206,000
Deferred revenue	451,000	(69,000)
Net cash used in operating activities	(30,272,000)	(20,544,000)
Investing activities:
Proceeds from sale of property and equipment	229,000	0
Payments to acquire net assets of World Energy, net of cash acquired	0	(8,112,000)
Return of deposit	780,000	0
Purchases of property and equipment	(265,000)	(1,774,000)
Net cash provided by (used in) investing activities	744,000	(9,886,000)
Financing activities:
Repayments of debt	(66,000)	(63,000)
Repayments under financing leases	(144,000)	(151,000)
Proceeds from recapitalization of PIC shares	0	75,000
Proceeds from exercise of stock options	433,000	23,000
Proceeds from exercise of Public Warrants	0	85,555,000
Net cash provided by financing activities	223,000	85,439,000
Net (decrease) increase in cash and cash equivalents and restricted cash:	(29,305,000)	55,009,000
Cash and cash equivalents and restricted cash, beginning of period	351,826,000	329,791,000
Cash and cash equivalents and restricted cash, end of period	322,521,000	384,800,000
Supplemental disclosure of cash flow information:
Cash paid for interest	35,000	15,000
Supplemental disclosures of noncash investing and financing information:
Recording of operating lease asset and liability	1,815,000	0
Settlement of lease liability	474,000	0
Settlement of contingent liability through issuance of shares	186,000	0
Settlement of warrant liability upon exercise of Public Warrants	0	47,162,000
Settlement of warrant liability upon call of warrants	0	591,000
Equipment financing	$ 0	$ 271,000

Organization and Description of

Organization and Description of Business	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Description of Business: XL Fleet Corp. and its subsidiaries (“XL Fleet” or the “Company”) is a provider of fleet electrification solutions for commercial vehicles in North America, offering solutions for vehicle electrification (“Drivetrain”) and energy efficiency infrastructure solutions ("XL Grid"). The Company's two reportable operating segments are Drivetrain and XL Grid. COVID-19 Worldwide Pandemic: On March 11, 2020, the World Health Organization characterized the outbreak of the novel coronavirus (“COVID-19”) as a global pandemic and recommended containment and mitigation measures. Since then, extraordinary actions have been taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world. These actions include travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. 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 June 30, 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	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of consolidated financial statement presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and variable interest entities, for which the Company was the primary beneficiary. The Company reports its consolidated financial information under two operating reportable segments: (i) Drivetrain and (ii) XL Grid. All significant intercompany transactions have been eliminated in consolidation. Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve inventory reserves, deferred income taxes, warranty reserves, valuation of share-based compensation, the valuation of warrant liability, and the valuation of business combinations, including the fair values and useful lives of acquired assets and assumed liabilities and the fair value of purchase consideration. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements. Concentration of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. At times, such cash may be in excess of the FDIC limit. At June 30, 2022 and December 31, 2021, the Company had cash in excess of the $250 federally insured limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Concentration of Credit Risk, continued: 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 June 30, 2022, two customers accounted for approximately 34% and 11% 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 June 30, 2022 and 2021, three customers accounted for approximately 95% and 57% of revenues, respectively. For the six months ended June 30, 2022 and 2021, three customers accounted for approximately 98% and 49% of revenues, respectively. Cash, cash equivalents, and restricted cash: The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are carried at cost, which approximates fair value due to their short-term nature. The Company’s cash and cash equivalents are placed with high-credit quality financial institutions and issuers, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. Restricted cash: Restricted cash held at June 30, 2022 and December 31, 2021, consists of $150 for a bank deposit required for a letter of credit which is reserved for the Company’s California lease. 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 June 30, 2022 December 31, 2021 Cash and cash equivalents $ 322,371 $ 351,676 Restricted cash 150 150 Total cash, cash equivalents, and restricted cash $ 322,521 $ 351,826 Accounts receivable, net: Accounts receivable are stated at the gross invoice amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience, among other pertinent factors. As of June 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $102 and $148, respectively. Inventory, net: Inventory is comprised of raw materials, work in process and finished goods. Inventory is stated at the lower of cost or net realizable value. Cost of raw material inventories include the purchase and related costs incurred in bringing the products to their present location and condition. The Company uses consistent methodologies to evaluate inventory for net realizable value and periodically reviews inventories for obsolescence and any inventories identified as slow moving or obsolete are initially reserved for and then written-off. As of June 30, 2022 and December 31, 2021, the Company’s inventory reserve for obsolescence was $3,982 and $2,863, respectively. The increase in the inventory reserve at June 30, 2022 reflects the restructuring undertaken and the related products that were eliminated. Property and equipment, net: Property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at fair value as of the date of acquisition. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Property and equipment, net, continued: 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 six months ended June 30, 2022 and 2021 was $414 and $268, respectively. Intangible assets, net: Intangible assets are initially recorded at fair value and stated net of accumulated amortization and impairments. The Company amortizes its intangible assets that have finite lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Amortization is recorded over the estimated useful lives, which for developed technology is 4 years. The Company evaluates the recoverability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, the Company estimates the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets or asset group using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to ASC 820, Fair Value Measurement . Amortization expense for the six months ended June 30, 2022 and 2021 was $790 and $333, respectively. Fair value measurements: The Company follows the guidance in ASC Topic 820, Fair Value Measurement , for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date. Level 2 : Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability. 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 include prepaid insurance, prepaid rent, and supplies, which are expected to be recognized or realized within the next 12 months. Impairment of long-lived asset s: The Company reviews long-lived assets, including property and equipment and, intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. As of June 30, 2022, the Company noted indicators that the carrying amount of its long-lived assets may not be recoverable. These indicators included significant operating losses and reduced market capitalization of the Company due to a decline in its stock price. The Company performed a test for impairment using estimated cash flows and determined that no impairment had occurred. Impairment of goodwill: Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is not amortized but instead is annually tested for impairment, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. The Company has recorded goodwill in connection with its historical business acquisitions. 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. Impairment of goodwill, continued: 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: The Company’s revenue is derived through two operating segments: (1) the Drivetrain segment generates revenue from the sales of hybrid electric powertrain systems and (2) the XL Grid segment generates revenues through turnkey energy efficiency, renewable technology, and other energy solutions. The Drivetrain products are marketed and sold to end-user fleet customers and channel partners in the United States and Canada. The Company’s XL Grid solutions are marketed and sold to municipalities, corporations and other businesses and principally funded through energy incentives provided through public and private utilities. The XL Grid business primarily consists of the operations acquired through the May 2021 World Energy acquisition. Sales of products and services are subject to economic conditions and may fluctuate based on changes in the industry, trade policies, financial markets, and funded energy incentives. 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 and 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. Revenue, continued: 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 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: Customers who purchase Drivetrain products are provided limited-assurance-type warranties for equipment and work performed under the contracts. The warranty period typically extends for 3 years following transfer of control of the equipment. The warranties solely relate to correction of product defects during the warranty period, which is consistent with similar warranties by offered by competitors. Therefore, the Company has determined that these warranties are outside the scope of ASC 606 and will continue to be accounted for under ASC 460, Guarantees. At the time of purchase of the equipment, customers may purchase from the Company an extended warranty for its equipment. The extended warranty commences upon the end of the assurance-based warranty period and is considered a separate performance obligation that represents a stand-ready obligation to perform warranty services after the assurance-type warranty expires. The transaction price allocated to the extended warranty is recognized ratably over the extended warranty period. 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 Drive Systems 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 estimates 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: For the Six Months Ended For the Balance at the beginning of the period $ 2,547 $ 1,735 Acquisition date accrual for World Energy acquisition — 25 Accrual for warranties issued 35 346 Accrual of additional warranty obligations — 965 Warranty fulfillment charges (256) (524) Balance at the end of the period $ 2,326 $ 2,547 The warranty liability is included in accrued expenses and other current liabilities on the Unaudited Condensed Consolidated Balance Sheets. Share-based compensation: The Company accounts for its share-based compensation awards in accordance with ASC Topic 718, Compensation-Stock Compensation . The Company issues stock-based awards to acquire common stock to employees, directors and non-employee consultants. Awards issued under the Company’s stock-based compensation plans include stock options, restricted stock units and restricted stock awards. Stock options, restricted stock units and restricted stock awards typically contain service based vesting conditions. 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 employee, 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. Share-based compensation, continued: Stock Options, continued The fair value of stock options issued for the six months ended June 30, 2022 and 2021 was measured with the following assumptions: For the Six Months Ended 2022 2021 Expected volatility 86.0% – 86.4% 78.0% – 87.1% Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4% – 1.7% 0.1% 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: The Company evaluated the Private Warrants (“Private Warrants”) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that a provision in the Warrant Agreement related to such warrants (“Warrant Agreement”) related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants met the definition of a derivative as contemplated in ASC 815, the Warrants were initially recorded at fair value as derivative liabilities on the Unaudited Condensed Consolidated Balance Sheets and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the Unaudited Condensed Consolidated Statement of Operations in the period of change. Segment Reporting: ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments, and major customers in its condensed consolidated financial statements. In the first quarter of 2022, the Company’s Chief Executive Officer, as the chief operating decision maker (“CODM”), reorganized the Company, for the management of resource allocations and measurement of performance, into two operating and reportable segments: (i) Drivetrain and (ii) XL Grid. Engineering, research and development expense: Engineering, research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Engineering, research and development costs include, but are not limited to, costs incurred in performing research and development activities, including salaries, benefits, facilities, research- related overhead, sponsored research costs, contracted services, license fees, and other external costs. Net income (loss) per share: Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock and potentially dilutive securities outstanding during the period determined using the treasury-stock and if-converted methods. For purposes of the diluted income (loss) per share calculation, stock options, restricted stock units, restricted stock and warrants are considered to be potentially dilutive securities. Potentially dilutive securities were excluded from the calculation of diluted income (loss) per share when their effect would be anti-dilutive. Related parties: A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. 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 , (ASU 2016-13) which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held to replace the incurred loss model for financial assets measured at amortized cost and require entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for the Company beginning January 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. 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) : Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for the Company beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Business Combination

Business Combination	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Business Combination	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. 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 six months ended June 30, 2022. The following table presents the Company’s pro forma combined results of operations of XL Fleet and World Energy for the six months ended June 30, 2021 as if the acquisition of World Energy had occurred as of January 1, 2021: Three Months Ended Six Months Ended Revenues $ 6,502 $ 12,118 Net (loss) income $ (10,042) $ 52,272 Per share amounts: Net (loss) income per share - basic $ (0.07) $ 0.38 Net loss per share - diluted $ (0.07) $ (0.16) The above pro forma information includes pro forma adjustments to (1) eliminate the effect of non-recurring merger expenses of $498 for the three and six months ended June 30, 2021 and (2) eliminate interest expense associated with debt that was repaid in the acquisition of World Energy of $16 and $37 for the three and six months ended June 30, 2021.

Settlement of Contingent Consid

Settlement of Contingent Consideration Quantum	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Settlement of Contingent Consideration Quantum	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	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Revenue	RevenueThe following table represents the Company’s revenues for the three and six months ended June 30, 2022 and 2021, respectively, disaggregated, by sales channel. Disaggregation of revenue: Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue from the sale of Drivetrain systems: Revenue direct to customers $ 806 $ 662 $ 1,363 $ 773 Revenue through channel partners 2 620 47 1,184 Revenue from the sale of XL Grid solutions – which are sold direct to customers 2,202 2,412 6,363 2,412 Total revenue $ 3,010 $ 3,694 $ 7,773 $ 4,369 Remaining performance obligations: At June 30, 2022 and December 31, 2021, there was approximately $226 and $237 in deferred revenue related to unsatisfied extended warranty performance obligations, respectively. During the three and six months ended June 30, 2022, the Company recognized revenue of $12 from the December 31, 2021 deferred revenue balance. Contract Balances: The timing of revenue recognition, billings and cash collections results in billed trade accounts receivable, and deferred revenue (contract liabilities) on the unaudited Condensed Consolidated Balance Sheets. In addition, the Company defers certain costs incurred to obtain a contract (contract costs). Costs to obtain a contract: 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. The Company has elected to allocate the capitalized commissions to performance obligations on a relative basis (i.e., in proportion to the transaction price allocated to each performance obligation) to determine the period of amortization. As a result, substantially all of the commission is allocated to the combined equipment and installation performance obligation and is amortized upon transfer of control of this performance obligation, which typically occurs in the same period in which commission liability is incurred. Total commission expense (credit) recognized during the three and six months ended June 30, 2022 was $218 and $496, respectively, and $(57) and $199 during the three and six months ended June 30, 2021, respectively. The amount of capitalized commissions as of June 30, 2022 and December 31, 2021 was not material.

Purchase of Convertible Note

Purchase of Convertible Note	6 Months Ended
	Jun. 30, 2022
Convertible Notes Payable [Abstract]
Purchase of Convertible Note	Purchase of Convertible NoteOn 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). The arrangement was terminated in the second quarter of 2022. As part of the termination of the arrangement, the Company agreed to the conversion of the eNow Convertible Note into common shares of eNow at a rate of $1.1658 per share. As noted above, these shares have no book value as the investment in the eNow Convertible Note was fully impaired in the fourth quarter of 2021.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	6 Months Ended
	Jun. 30, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at June 30, 2022 and December 31, 2021: As of June 30, December 31, Accrued warranty costs $ 2,326 $ 2,548 Accrued compensation and related benefits 2,696 2,254 Contingent purchase price consideration – Quantum — 1,950 Deferred purchase price consideration – World Energy 174 278 Accreted contingent compensation to sellers – World Energy — 1,000 Professional fees 1,553 949 Accrued settlements 494 494 Accrued expenses, other 1,799 2,383 $ 9,042 $ 11,856

New Markets Tax Credit Financin

New Markets Tax Credit Financing	6 Months Ended
	Jun. 30, 2022
Equity Method Investments and Joint Ventures [Abstract]
New Markets Tax Credit Financing	New Markets Tax Credit FinancingOn 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 June 30, 2022 and 2021, the Company amortized debt issuance costs related to the NMTC of $0 and $18, respectively, while amortization of debt issuance costs for the six months ended June 30, 2022 and 2021 were $0 and $36. The unamortized balance of debt issuance costs as of June 30, 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 LLC) being transferred to XL Hybrids LL LLC 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 six months ended June 30, 2022.

ROU Assets and Lease Liabilitie

ROU Assets and Lease Liabilities	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
ROU Assets and Lease Liabilities	ROU Assets and Lease LiabilitiesThe Company’s right-of-use ("ROU") assets and lease liabilities are comprised of the following: As of June 30, December 31, Operating leases: Right-of-use assets $ 4,644 $ 3,443 Lease liability, current 581 451 Lease liability, non-current 4,481 3,056 Finance leases: Right-of-use assets 480 1,121 Lease liability, current 193 449 Lease liability, non-current 189 543 Other information related to leases is presented below: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Other information: Operating lease cost $ 465 $ 216 $ 534 $ 395 Operating cash flows from operating leases $ — $ — $ 438 $ 348 Weighted-average remaining lease term – operating leases (in months) 0 0 82.7 91.8 Weighted-average discount rate – operating leases — % — % 8.2 % 9.2 % As of June 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the six months ended June 30, 2022) $ 459 2023 1,017 2024 989 2025 1,014 2026 869 Thereafter 2,327 Total future minimum lease payments, undiscounted 6,675 Less: imputed interest (1,613) Present value of future minimum lease payments $ 5,062
ROU Assets and Lease Liabilities	ROU Assets and Lease LiabilitiesThe Company’s right-of-use ("ROU") assets and lease liabilities are comprised of the following: As of June 30, December 31, Operating leases: Right-of-use assets $ 4,644 $ 3,443 Lease liability, current 581 451 Lease liability, non-current 4,481 3,056 Finance leases: Right-of-use assets 480 1,121 Lease liability, current 193 449 Lease liability, non-current 189 543 Other information related to leases is presented below: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Other information: Operating lease cost $ 465 $ 216 $ 534 $ 395 Operating cash flows from operating leases $ — $ — $ 438 $ 348 Weighted-average remaining lease term – operating leases (in months) 0 0 82.7 91.8 Weighted-average discount rate – operating leases — % — % 8.2 % 9.2 % As of June 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the six months ended June 30, 2022) $ 459 2023 1,017 2024 989 2025 1,014 2026 869 Thereafter 2,327 Total future minimum lease payments, undiscounted 6,675 Less: imputed interest (1,613) Present value of future minimum lease payments $ 5,062

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	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: Input Mark-to-Market Mark-to-Market Risk-free rate 3.00 % 1.11 % Remaining term in years 3.48 3.98 Expected volatility 91.4 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.15 $ 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 $ — $ — $ 905 $ 905 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 187 187 Total $ — $ — $ 1,092 $ 1,092 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 (4,500) Fair value adjustments – World Energy (353) Adjustment - Quantum liability (669) Balance, June 30, 2022 $ 1,092

Share-Based Compensation Expens

Share-Based Compensation Expense	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Expense	Share-Based Compensation Expense Share-based compensation expense for stock options, restricted stock awards and restricted stock units for the three months ended June 30, 2022 and 2021 was $1,081 and $754, respectively, and $1,462 and $1,196 for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, there was $13,206 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 3.3 years. Stock Options The Company grants options to certain employees that will vest over a period of one Options Shares Weighted Weighted Average Outstanding at December 31, 2021 9,737,292 $ 1.40 7.2 Granted 22,304 1.95 Exercised (1,747,085) 0.24 Cancelled or forfeited (839,903) 3.73 Outstanding at June 30, 2022 7,172,608 $ 1.39 6.9 Exercisable at June 30, 2022 5,992,802 $ 0.73 6.6 The aggregate intrinsic value of stock options outstanding as of June 30, 2022 was $5,340. The aggregate intrinsic value of stock options exercisable as of June 30, 2022 was $5,108. Cash received from options exercised for the six months ended June 30, 2022 and 2021 was $433 and $23, 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 awards activity during the six months ended at June 30, 2022 was as follows: Number of Shares Weighted Average Grant Non-vested, at December 31, 2021 446,332 $ 0.24 Granted — — Vested — — Cancelled or forfeited — — Non-vested, at June 30, 2022 446,332 $ 0.24 Restricted Stock Units The Company grants 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 units activity during the six months ended at June 30, 2022 was as follows: Number of Weighted Non-vested, at December 31, 2021 604,433 $ 6.06 Granted 6,343,394 1.40 Vested (97,572) 6.64 Cancelled or forfeited (195,797) 6.05 Non-vested, at June 30, 2022 6,654,458 $ 1.61

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Operating lease: In March 2012, the Company entered into a noncancelable lease agreement for office, research and development, and vehicle development and installation facilities with an investor of the Company. On February 28, 2021, the lease term was extended through February 28, 2022. The lease includes a rent escalation clause, and rent expense is being recorded on a straight-line basis. On December 31, 2021, the lease term was extended through July 31, 2022. Rent expense under the operating lease for the three months ended June 30, 2022 and 2021 was $62 and $58, respectively, and $128 and $135 for the six months ended June 30, 2022 and 2021, respectively. Future minimum lease payments for this lease are as follows: 2022 $ 21 Total $ 21

Restructuring

Restructuring	6 Months Ended
	Jun. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring	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 $725 was paid during the three months ended March 31, 2022 and $67 was paid in the three months ended June 30, 2022 and the remainder will be paid in the third quarter of 2022. The severance charges were included in selling, general and administrative expenses in the condensed consolidated statement of operations. The remaining unpaid amount of $48 is included in accrued expenses and other current liabilities in the condensed consolidated balance sheet at June 30, 2022.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Sponsorship Commitment: On February 24, 2021, the Company agreed to a sponsorship agreement with several entities related to the UBS Arena, Belmont Park and the NY Islanders Hockey Club. Pursuant to that Agreement, the Company was designated an “Official Electric Transportation Partner of UBS Arena” with various associated marketing and branding rights, including the development of electric vehicle charging stations. Through June 30, 2022, the Company has incurred costs of approximately $700 related to a future opportunity to develop electric vehicle charging stations on the UBS Arena area. The sponsorship agreement has a term of three years with a sponsor fee of approximately $500 per year, of which $250 was paid on June 25, 2021 and the second payment of $250 was accrued on December 31, 2021 and paid on January 14, 2022. One of the directors of XL Fleet is a co-owner of the NY Islanders Hockey Club. In the first quarter of 2022, the Company notified the counterparties that it would be exercising its option to terminate the final two years of the agreement. The Company terminated the Sponsorship Agreement effective June 1, 2022 and will incur no further sponsor fees. Equipment Purchase: In March 2021, the Company entered into an agreement with Creative Bus Sales, Inc. ("Creative") to purchase six low floor electric transit buses to be delivered in 2022 for a total purchase price of $4,191. In connection with this agreement, on March 2021, the Company made a down-payment of $780. During February 2022, the Company terminated its purchase agreement with Creative and received a refund of the down payment of $780. Purchase Commitments: The Company has entered into firm commitments to purchase batteries and motors from major suppliers. As of June 30, 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. Legal proceedings: The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Management believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. 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 , C.A. No. 2121-0808, and amended complaint was filed on January 31, 2022. The amended complaint alleges various breaches of fiduciary duty, and aiding and abetting breaches of fiduciary duty, for purported actions relating to the negotiation and approval of the December 21, 2020 merger and organization of legacy XL Hybrids Inc. ("XL Legacy") to become XL Fleet Corp., and purportedly materially misleading statements made in connection with the merger. The Company believes that the allegations asserted in both the class action complaints are without merit, and the Company intends to vigorously defend the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. 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 (Private Equity in Public Equity) financing, the Company’s sales pipeline and revenue projections, purchase orders, suppliers, California Air Resource Board 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. To date, the Company has provided the requested information and cooperated fully with the SEC investigation. At this time, the Company is unable to estimate potential losses, if any, related to the investigation. Additionally, on June 23, 2022, the Company received a shareholder derivative complaint filed in the U.S. District Court, District of Massachusetts, captioned Val Kay derivatively on behalf of nominal defendant XL Fleet Corp , against all current directors and prior officers and directors. The action was filed by a shareholder purportedly on behalf of the Company, and raises claims for contribution, as well as claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and abuse of control. The factual allegations concern alleged false or misleading statements about the Company’s sales pipeline, supply chain issues, low reorder rates, and the Company’s technology. The Company believes that the allegations asserted in the action are without merit, and the Company intends to vigorously defend the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit

Leadership Transition

Leadership Transition	6 Months Ended
	Jun. 30, 2022
Compensation Related Costs [Abstract]
Leadership Transition	Leadership TransitionOn 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 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

Net (Loss) Income Per Share

Net (Loss) Income Per Share	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Net (Loss) Income Per Share	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 and six months ended June 30, 2022, and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income - basic $ (12,698) $ (10,469) $ (28,775) $ 51,445 Denominator: Weighted average shares outstanding, basic 142,247,590 139,237,805 141,760,478 137,416,593 Dilutive effect of options, warrants, and restricted stock units — — — 181,942 Weighted average shares outstanding, diluted 142,247,590 139,237,805 141,760,478 137,598,535 Net (loss) income per share, basic $ (0.09) $ (0.08) $ (0.20) $ 0.37 Net (loss) income per share, diluted $ (0.09) $ (0.08) $ (0.20) $ (0.17) 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 and six months ended June 30, 2022 and the three months ended June 30, 2021 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. The number of shares underlying outstanding dilutive securities which have been excluded from the computation of diluted net (loss) income per share above, are presented below: Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 7,172,608 11,399,635 7,172,608 11,399,635 Private Warrants 4,233,333 4,233,333 4,233,333 — XL Legacy Warrants 6,117 6,117 6,117 6,117 Restricted stock units 6,654,458 322,225 6,654,458 322,225 Total 18,066,516 15,961,310 18,066,516 11,727,977

Retirement Plan

Retirement Plan	6 Months Ended
	Jun. 30, 2022
Retirement Benefits [Abstract]
Retirement Plan	Retirement PlanThe 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	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Segment Reporting	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. 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, legal, 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 operating loss by reportable segment: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Revenues Drivetrain $ 808 $ 1,282 $ 1,406 $ 1,957 XL Grid 2,202 2,412 6,367 2,412 Total $ 3,010 $ 3,694 $ 7,773 $ 4,369 Operating Loss Drivetrain (1) $ (3,404) $ (3,950) $ (9,310) $ (7,511) XL Grid (1,453) (438) (2,894) (489) Corporate (1) (9,783) (8,281) (26,122) (14,755) Total $ (14,640) $ (12,669) $ (38,326) $ (22,755) (1) Drivetrain operating loss for the three and six months ended June 30, 2022 includes a restructuring charge of $193 and $1,711, respectively, related to inventory obsolescence charges from exiting certain product lines while Corporate operating loss for the six months ended June 30, 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	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has reviewed material events subsequent of the period ended June 30, 2022 and prior to the filing of financial statements in accordance with FASB ASC 855, Subsequent Events .

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of consolidated financial statement presentation	Basis of consolidated financial statement presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and Article 10 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries and variable interest entities, for which the Company was the primary beneficiary. The Company reports its consolidated financial information under two operating reportable segments: (i) Drivetrain and (ii) XL Grid. All significant intercompany transactions have been eliminated in consolidation.
Use of estimates	Use of estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve inventory reserves, deferred income taxes, warranty reserves, valuation of share-based compensation, the valuation of warrant liability, and the valuation of business combinations, including the fair values and useful lives of acquired assets and assumed liabilities and the fair value of purchase consideration. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s financial statements.
Concentration of Credit Risk	Concentration of Credit Risk: Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash and trade receivables. At times, such cash may be in excess of the FDIC limit. At June 30, 2022 and December 31, 2021, the Company had cash in excess of the $250 federally insured limit. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Concentration of Credit Risk, continued: 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 June 30, 2022, two customers accounted for approximately 34% and 11% 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 June 30, 2022 and 2021, three customers accounted for approximately 95% and 57% of revenues, respectively. For the six months ended June 30, 2022 and 2021, three customers accounted for approximately 98% and 49% of revenues, respectively.
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash: The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are carried at cost, which approximates fair value due to their short-term nature. The Company’s cash and cash equivalents are placed with high-credit quality financial institutions and issuers, and at times exceed federally insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents. Restricted cash: Restricted cash held at June 30, 2022 and December 31, 2021, consists of $150 for a bank deposit required for a letter of credit which is reserved for the Company’s California lease.
Accounts receivable, net	Accounts receivable, net: Accounts receivable are stated at the gross invoice amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience, among other pertinent factors. As of June 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $102 and $148, respectively.
Inventory, net	Inventory, net: Inventory is comprised of raw materials, work in process and finished goods. Inventory is stated at the lower of cost or net realizable value. Cost of raw material inventories include the purchase and related costs incurred in bringing the products to their present location and condition. The Company uses consistent methodologies to evaluate inventory for net realizable value and periodically reviews inventories for obsolescence and any inventories identified as slow moving or obsolete are initially reserved for and then written-off. As of June 30, 2022 and December 31, 2021, the Company’s inventory reserve for obsolescence was $3,982 and $2,863, respectively. The increase in the inventory reserve at June 30, 2022 reflects the restructuring undertaken and the related products that were eliminated.
Property and equipment, net	Property and equipment, net: Property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at fair value as of the date of acquisition.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.
Intangible assets, net	Intangible assets, net: Intangible assets are initially recorded at fair value and stated net of accumulated amortization and impairments. The Company amortizes its intangible assets that have finite lives using either the straight-line method, or if reliably determinable, based on the pattern in which the economic benefit of the asset is expected to be utilized. Amortization is recorded over the estimated useful lives, which for developed technology is 4 years. The Company evaluates the recoverability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, the Company estimates the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets or asset group using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to ASC 820, Fair Value Measurement .
Fair value measurements	Fair value measurements: The Company follows the guidance in ASC Topic 820, Fair Value Measurement , for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date. Level 2 : Significant other observable inputs other than level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3 : Significant unobservable inputs that reflect the Company’s judgment about the assumptions that market participants would use in pricing an asset or liability. 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: Prepaid expenses and other current assets include prepaid insurance, prepaid rent, and supplies, which are expected to be recognized or realized within the next 12 months.
Impairment of long-lived assets	Impairment of long-lived asset s: The Company reviews long-lived assets, including property and equipment and, intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. As of June 30, 2022, the Company noted indicators that the carrying amount of its long-lived assets may not be recoverable. These indicators included significant operating losses and reduced market capitalization of the Company due to a decline in its stock price. The Company performed a test for impairment using estimated cash flows and determined that no impairment had occurred.
Impairment of goodwill	Impairment of goodwill: Goodwill represents the excess of cost over the fair market value of net tangible and identifiable intangible assets of acquired businesses. Goodwill is not amortized but instead is annually tested for impairment, or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. The Company has recorded goodwill in connection with its historical business acquisitions. 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. Impairment of goodwill, continued: 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.
Revenue	Revenue: The Company’s revenue is derived through two operating segments: (1) the Drivetrain segment generates revenue from the sales of hybrid electric powertrain systems and (2) the XL Grid segment generates revenues through turnkey energy efficiency, renewable technology, and other energy solutions. The Drivetrain products are marketed and sold to end-user fleet customers and channel partners in the United States and Canada. The Company’s XL Grid solutions are marketed and sold to municipalities, corporations and other businesses and principally funded through energy incentives provided through public and private utilities. The XL Grid business primarily consists of the operations acquired through the May 2021 World Energy acquisition. Sales of products and services are subject to economic conditions and may fluctuate based on changes in the industry, trade policies, financial markets, and funded energy incentives. 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 and 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. Revenue, continued: 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 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.
Warranties	Warranties: Customers who purchase Drivetrain products are provided limited-assurance-type warranties for equipment and work performed under the contracts. The warranty period typically extends for 3 years following transfer of control of the equipment. The warranties solely relate to correction of product defects during the warranty period, which is consistent with similar warranties by offered by competitors. Therefore, the Company has determined that these warranties are outside the scope of ASC 606 and will continue to be accounted for under ASC 460, Guarantees. At the time of purchase of the equipment, customers may purchase from the Company an extended warranty for its equipment. The extended warranty commences upon the end of the assurance-based warranty period and is considered a separate performance obligation that represents a stand-ready obligation to perform warranty services after the assurance-type warranty expires. The transaction price allocated to the extended warranty is recognized ratably over the extended warranty period. 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.
Share-based compensation	Share-based compensation: The Company accounts for its share-based compensation awards in accordance with ASC Topic 718, Compensation-Stock Compensation . The Company issues stock-based awards to acquire common stock to employees, directors and non-employee consultants. Awards issued under the Company’s stock-based compensation plans include stock options, restricted stock units and restricted stock awards. Stock options, restricted stock units and restricted stock awards typically contain service based vesting conditions. 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 employee, 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.
Warrant Liabilities	Warrant Liabilities: The Company evaluated the Private Warrants (“Private Warrants”) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity , and concluded that a provision in the Warrant Agreement related to such warrants (“Warrant Agreement”) related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants met the definition of a derivative as contemplated in ASC 815, the Warrants were initially recorded at fair value as derivative liabilities on the Unaudited Condensed Consolidated Balance Sheets and measured at fair value at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the Unaudited Condensed Consolidated Statement of Operations in the period of change.
Segment Reporting	Segment Reporting: ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments, and major customers in its condensed consolidated financial statements. In the first quarter of 2022, the Company’s Chief Executive Officer, as the chief operating decision maker (“CODM”), reorganized the Company, for the management of resource allocations and measurement of performance, into two operating and reportable segments: (i) Drivetrain and (ii) XL Grid.
Engineering, research and development expense	Engineering, research and development expense: Engineering, research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Engineering, research and development costs include, but are not limited to, costs incurred in performing research and development activities, including salaries, benefits, facilities, research- related overhead, sponsored research costs, contracted services, license fees, and other external costs.
Net income (loss) per share	Net income (loss) per share: Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock and potentially dilutive securities outstanding during the period determined using the treasury-stock and if-converted methods. For purposes of the diluted income (loss) per share calculation, stock options, restricted stock units, restricted stock and warrants are considered to be potentially dilutive securities. Potentially dilutive securities were excluded from the calculation of diluted income (loss) per share when their effect would be anti-dilutive.
Related parties	Related parties: A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
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 , (ASU 2016-13) which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets held to replace the incurred loss model for financial assets measured at amortized cost and require entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 is effective for the Company beginning January 1, 2023. The adoption of ASU 2016-13 is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements. 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) : Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for the Company beginning January 1, 2022. The adoption of this update did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of reconciliation of cash, cash equivalents, and 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 June 30, 2022 December 31, 2021 Cash and cash equivalents $ 322,371 $ 351,676 Restricted cash 150 150 Total cash, cash equivalents, and restricted cash $ 322,521 $ 351,826
Property and equipment, schedule of useful lives	Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Property and equipment, net, continued: 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	The following is a roll-forward of the Company’s accrued warranty liability: For the Six Months Ended For the Balance at the beginning of the period $ 2,547 $ 1,735 Acquisition date accrual for World Energy acquisition — 25 Accrual for warranties issued 35 346 Accrual of additional warranty obligations — 965 Warranty fulfillment charges (256) (524) Balance at the end of the period $ 2,326 $ 2,547
Schedule of fair values private warrants were valued using a black-scholes model	The fair value of stock options issued for the six months ended June 30, 2022 and 2021 was measured with the following assumptions: For the Six Months Ended 2022 2021 Expected volatility 86.0% – 86.4% 78.0% – 87.1% Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4% – 1.7% 0.1% Expected dividend yield 0.0% 0.0% The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Mark-to-Market Risk-free rate 3.00 % 1.11 % Remaining term in years 3.48 3.98 Expected volatility 91.4 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.15 $ 3.31

Business Combination (Tables)

Business Combination (Tables)	6 Months Ended
	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Schedule of supplemental disclosure of pro forma information	The following table presents the Company’s pro forma combined results of operations of XL Fleet and World Energy for the six months ended June 30, 2021 as if the acquisition of World Energy had occurred as of January 1, 2021: Three Months Ended Six Months Ended Revenues $ 6,502 $ 12,118 Net (loss) income $ (10,042) $ 52,272 Per share amounts: Net (loss) income per share - basic $ (0.07) $ 0.38 Net loss per share - diluted $ (0.07) $ (0.16)

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Disaggregation of revenue	The following table represents the Company’s revenues for the three and six months ended June 30, 2022 and 2021, respectively, disaggregated, by sales channel. Disaggregation of revenue: Three Months Ended Six Months Ended 2022 2021 2022 2021 Revenue from the sale of Drivetrain systems: Revenue direct to customers $ 806 $ 662 $ 1,363 $ 773 Revenue through channel partners 2 620 47 1,184 Revenue from the sale of XL Grid solutions – which are sold direct to customers 2,202 2,412 6,363 2,412 Total revenue $ 3,010 $ 3,694 $ 7,773 $ 4,369

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Schedule of accrued liabilities	Accrued expenses and other current liabilities consisted of the following at June 30, 2022 and December 31, 2021: As of June 30, December 31, Accrued warranty costs $ 2,326 $ 2,548 Accrued compensation and related benefits 2,696 2,254 Contingent purchase price consideration – Quantum — 1,950 Deferred purchase price consideration – World Energy 174 278 Accreted contingent compensation to sellers – World Energy — 1,000 Professional fees 1,553 949 Accrued settlements 494 494 Accrued expenses, other 1,799 2,383 $ 9,042 $ 11,856
Other current liabilities	Accrued expenses and other current liabilities consisted of the following at June 30, 2022 and December 31, 2021: As of June 30, December 31, Accrued warranty costs $ 2,326 $ 2,548 Accrued compensation and related benefits 2,696 2,254 Contingent purchase price consideration – Quantum — 1,950 Deferred purchase price consideration – World Energy 174 278 Accreted contingent compensation to sellers – World Energy — 1,000 Professional fees 1,553 949 Accrued settlements 494 494 Accrued expenses, other 1,799 2,383 $ 9,042 $ 11,856

ROU Assets and Lease Liabilit_2

ROU Assets and Lease Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
Leases [Abstract]
Schedule of office space and R&D and manufacturing facilities	The Company’s right-of-use ("ROU") assets and lease liabilities are comprised of the following: As of June 30, December 31, Operating leases: Right-of-use assets $ 4,644 $ 3,443 Lease liability, current 581 451 Lease liability, non-current 4,481 3,056 Finance leases: Right-of-use assets 480 1,121 Lease liability, current 193 449 Lease liability, non-current 189 543
Schedule of other information related to leases	Other information related to leases is presented below: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Other information: Operating lease cost $ 465 $ 216 $ 534 $ 395 Operating cash flows from operating leases $ — $ — $ 438 $ 348 Weighted-average remaining lease term – operating leases (in months) 0 0 82.7 91.8 Weighted-average discount rate – operating leases — % — % 8.2 % 9.2 %
Schedule of annual minimum lease payments of our operating lease liabilities	As of June 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the six months ended June 30, 2022) $ 459 2023 1,017 2024 989 2025 1,014 2026 869 Thereafter 2,327 Total future minimum lease payments, undiscounted 6,675 Less: imputed interest (1,613) Present value of future minimum lease payments $ 5,062 Future minimum lease payments for this lease are as follows: 2022 $ 21 Total $ 21

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair values private warrants were valued using a black-scholes model	The fair value of stock options issued for the six months ended June 30, 2022 and 2021 was measured with the following assumptions: For the Six Months Ended 2022 2021 Expected volatility 86.0% – 86.4% 78.0% – 87.1% Expected term (in years) 6.25 6.25 Risk-free interest rate 1.4% – 1.7% 0.1% Expected dividend yield 0.0% 0.0% The Private Warrants were valued using a Black-Scholes model, pursuant to the inputs provided in the table below: Input Mark-to-Market Mark-to-Market Risk-free rate 3.00 % 1.11 % Remaining term in years 3.48 3.98 Expected volatility 91.4 % 88.8 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.15 $ 3.31
Schedule of assets and liabilities which are measured at fair value on a recurring basis	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 $ — $ — $ 905 $ 905 Fair value of obligation to issue shares of common stock to sellers of World Energy — — 187 187 Total $ — $ — $ 1,092 $ 1,092 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	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 (4,500) Fair value adjustments – World Energy (353) Adjustment - Quantum liability (669) Balance, June 30, 2022 $ 1,092

Share-Based Compensation Expe_2

Share-Based Compensation Expense (Tables)	6 Months Ended
	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of stock option award activity	The Company grants options to certain employees that will vest over a period of one Options Shares Weighted Weighted Average Outstanding at December 31, 2021 9,737,292 $ 1.40 7.2 Granted 22,304 1.95 Exercised (1,747,085) 0.24 Cancelled or forfeited (839,903) 3.73 Outstanding at June 30, 2022 7,172,608 $ 1.39 6.9 Exercisable at June 30, 2022 5,992,802 $ 0.73 6.6
Schedule of fair value of 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 awards activity during the six months ended at June 30, 2022 was as follows: Number of Shares Weighted Average Grant Non-vested, at December 31, 2021 446,332 $ 0.24 Granted — — Vested — — Cancelled or forfeited — — Non-vested, at June 30, 2022 446,332 $ 0.24 Restricted Stock Units The Company grants 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 units activity during the six months ended at June 30, 2022 was as follows: Number of Weighted Non-vested, at December 31, 2021 604,433 $ 6.06 Granted 6,343,394 1.40 Vested (97,572) 6.64 Cancelled or forfeited (195,797) 6.05 Non-vested, at June 30, 2022 6,654,458 $ 1.61

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Schedule of annual minimum lease payments of our operating lease liabilities	As of June 30, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2022 (excluding the six months ended June 30, 2022) $ 459 2023 1,017 2024 989 2025 1,014 2026 869 Thereafter 2,327 Total future minimum lease payments, undiscounted 6,675 Less: imputed interest (1,613) Present value of future minimum lease payments $ 5,062 Future minimum lease payments for this lease are as follows: 2022 $ 21 Total $ 21

Net (Loss) Income Per Share (Ta

Net (Loss) Income Per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings 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 and six months ended June 30, 2022, and 2021: Three Months Ended Six Months Ended 2022 2021 2022 2021 Numerator: Net (loss) income - basic $ (12,698) $ (10,469) $ (28,775) $ 51,445 Denominator: Weighted average shares outstanding, basic 142,247,590 139,237,805 141,760,478 137,416,593 Dilutive effect of options, warrants, and restricted stock units — — — 181,942 Weighted average shares outstanding, diluted 142,247,590 139,237,805 141,760,478 137,598,535 Net (loss) income per share, basic $ (0.09) $ (0.08) $ (0.20) $ 0.37 Net (loss) income per share, diluted $ (0.09) $ (0.08) $ (0.20) $ (0.17)
Schedule of number of shares underlying outstanding dilutive securities	The number of shares underlying outstanding dilutive securities which have been excluded from the computation of diluted net (loss) income per share above, are presented below: Three Months Ended Six Months Ended 2022 2021 2022 2021 Stock options 7,172,608 11,399,635 7,172,608 11,399,635 Private Warrants 4,233,333 4,233,333 4,233,333 — XL Legacy Warrants 6,117 6,117 6,117 6,117 Restricted stock units 6,654,458 322,225 6,654,458 322,225 Total 18,066,516 15,961,310 18,066,516 11,727,977

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2022
Segment Reporting [Abstract]
Schedule of segment information	The following table presents revenues and operating loss by reportable segment: For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Revenues Drivetrain $ 808 $ 1,282 $ 1,406 $ 1,957 XL Grid 2,202 2,412 6,367 2,412 Total $ 3,010 $ 3,694 $ 7,773 $ 4,369 Operating Loss Drivetrain (1) $ (3,404) $ (3,950) $ (9,310) $ (7,511) XL Grid (1,453) (438) (2,894) (489) Corporate (1) (9,783) (8,281) (26,122) (14,755) Total $ (14,640) $ (12,669) $ (38,326) $ (22,755) (1) Drivetrain operating loss for the three and six months ended June 30, 2022 includes a restructuring charge of $193 and $1,711, respectively, related to inventory obsolescence charges from exiting certain product lines while Corporate operating loss for the six months ended June 30, 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.

Organization and Description _2

Organization and Description of Business (Details)	6 Months Ended
	Jun. 30, 2022 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment
Concentration Risk [Line Items]
Number of operating segments | segment			2		1
Number of reportable segments | segment			2
Restricted cash			$ 150		$ 150
Allowance for doubtful accounts	$ 102		102		148
Inventory reserve for obsolescence	3,982		3,982		$ 2,863
Depreciation expense			414	$ 268
Amortization expense			790	333
Impairment of goodwill	$ 0	$ 0	$ 8,606	$ 0
Warranty period			3 years
Limited-assurance-type warranty, term			1 year
Stock options
Concentration Risk [Line Items]
Vesting period			4 years
Developed Technology
Concentration Risk [Line Items]
Useful life of software development			4 years
Customer Concentration Risk | Accounts Receivable | Customer One
Concentration Risk [Line Items]
Concentration risk			11%		11%
Customer Concentration Risk | Accounts Receivable | Customer Two
Concentration Risk [Line Items]
Concentration risk			34%		74%
Customer Concentration Risk | Revenue | Three Customers
Concentration Risk [Line Items]
Concentration risk	95%	57%	98%	49%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of reconciliation of cash, cash equivalents, and restricted cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Schedule of reconciliation of cash, cash equivalents, and restricted cash [Abstract]
Cash and cash equivalents	$ 322,371	$ 351,676
Restricted cash	150	150
Total cash, cash equivalents, and restricted cash	$ 322,521	$ 351,826	$ 384,800	$ 329,791

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Schedule of property, plant and equipment useful life (Details)	6 Months Ended
	Jun. 30, 2022
Equipment
Property, Plant and Equipment [Line Items]
Useful life	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computer and related equipment
Property, Plant and Equipment [Line Items]
Useful life	2 years
Software
Property, Plant and Equipment [Line Items]
Useful life	2 years
Vehicles
Property, Plant and Equipment [Line Items]
Useful life	5 years

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Schedule of fair value of stock options issued (Details)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Schedule of fair value of stock options issued [Abstract]
Expected volatility (minimum)	86%	78%
Expected volatility (maximum)	86.40%	87.10%
Expected term (in years)	6 years 3 months	6 years 3 months
Risk-free interest rate (minimum)	1.40%
Risk-free interest rate (maximum)	1.70%
Risk-free interest rate		0.10%
Expected dividend yield	0%	0%

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Schedule of warranty accruals (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance at the beginning of the period	$ 2,326		$ 2,547	$ 1,735
Acquisition date accrual for World Energy acquisition	0	$ 25
Accrual for warranties issued	35		346
Accrual of additional warranty obligations	0		965
Warranty fulfillment charges	(256)		(524)
Balance at the end of the period	$ 2,326		$ 2,547

Business Combination - Narrativ

Business Combination - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Business Combination, Separately Recognized Transactions [Line Items]
Non-recurring merger expenses		$ (12,698)	$ (10,469)	$ (28,775)	$ 51,445
World Energy, LLC
Business Combination, Separately Recognized Transactions [Line Items]
Contingent consideration paid	$ 1,000
Revenue milestone for contingent consideration						$ 19,500
World Energy, LLC | Acquisition-related Costs
Business Combination, Separately Recognized Transactions [Line Items]
Non-recurring merger expenses			498		498
World Energy, LLC | Interest Expense
Business Combination, Separately Recognized Transactions [Line Items]
Non-recurring merger expenses			$ 16		$ 37

Business Combination - Pro Form

Business Combination - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenues	$ 6,502	$ 12,118
Net (loss) income	$ (10,042)	$ 52,272
Per share amounts: Net (loss) income per share - basic	$ (0.07)	$ 0.38
Net loss per share - diluted	$ (0.07)	$ (0.16)

Settlement of Contingent Cons_2

Settlement of Contingent Consideration Quantum (Details) - Quantum Fuel Systems, LLC Assets Acquisition shares in Thousands, $ in Thousands	1 Months Ended
	Feb. 28, 2022 USD ($) shares
Milestone Two
Asset Acquisition, Contingent Consideration [Line Items]
Cash consideration paid | $	$ 475
Equity interests issued | shares	50
Milestone Three
Asset Acquisition, Contingent Consideration [Line Items]
Cash consideration paid | $	$ 475
Equity interests issued | shares	50

Revenue - Schedule of disaggreg

Revenue - Schedule of disaggregation of revenue by sales channel (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 3,010	$ 3,694	$ 7,773	$ 4,369
Revenue direct to customers
Disaggregation of Revenue [Line Items]
Revenue	806	662	1,363	773
Revenue through channel partners
Disaggregation of Revenue [Line Items]
Revenue	2	620	47	1,184
Revenue from the sale of XL Grid solutions – which are sold direct to customers
Disaggregation of Revenue [Line Items]
Revenue	$ 2,202	$ 2,412	$ 6,363	$ 2,412

Revenue - Narrative (Details)

Revenue - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 226		$ 226		$ 237
Deferred revenue recognized	12		12
Sales commissions recognized	$ 218	$ (57)	$ 496	$ 199

Purchase of Convertible Note (D

Purchase of Convertible Note (Details) - USD ($)		12 Months Ended
	Jul. 15, 2021	Dec. 31, 2021	Jun. 30, 2022
Debt Instrument, Redemption [Line Items]
Investment of solar and battery power systems	$ 3,000,000
Convertible note bears interest rate	8%
Impairment of convertible note		$ 3,000
Price per share of converted common stock			$ 1.1658
eNow
Debt Instrument, Redemption [Line Items]
Principal amount	$ 3,000,000	$ 0

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Accrued Liabilities and Other Liabilities [Abstract]
Accrued warranty costs	$ 2,326	$ 2,548
Accrued compensation and related benefits	2,696	2,254
Contingent purchase price consideration – Quantum	0	1,950
Deferred purchase price consideration – World Energy	174	278
Accreted contingent compensation to sellers – World Energy	0	1,000
Professional fees	1,553	949
Accrued settlements	494	494
Accrued expenses, other	1,799	2,383
Total	$ 9,042	$ 11,856

New Markets Tax Credit Financ_2

New Markets Tax Credit Financing (Details) $ in Thousands			3 Months Ended		6 Months Ended		12 Months Ended
	Jan. 14, 2022 USD ($)	Mar. 04, 2015 USD ($) segment	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of low-income community investment loans | segment		2
Loan amount		$ 10,454
Unamortized debt issuance costs			$ 0		$ 0		$ 20
Loans receivable							10,500
Loan payable							$ 15,000
Amortized debt issuance costs			0	$ 18	0	$ 36
Note receivable	$ 15,000
Payment of the notes receivable	$ 10,500
Unamortized debt issuance costs			$ 4,527		$ 4,527
X L Hybrid Quincy L L C
Schedule of Equity Method Investments [Line Items]
Ownership interest rate, percentage		1.15%
Investment Funds
Schedule of Equity Method Investments [Line Items]
Federal income taxes		$ 6,455
Federal income taxes, percentage		1.51%
State income taxes		$ 3,999
State income taxes, percentage		1.53%
Equity investment amount		$ 4,995
Principal payments term		7 years
Loaned combined funds		$ 15,000
Unamortized debt issuance costs		$ 546

ROU Assets and Lease Liabilit_3

ROU Assets and Lease Liabilities - Schedule of office space and R&D and manufacturing facilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Operating leases:
Right-of-use assets	$ 5,124	$ 4,564
Lease liability, current	774	900
Lease liability, non-current	4,670	3,599
Office Space and R&D and Manufacturing Facilities
Operating leases:
Right-of-use assets	4,644	3,443
Lease liability, current	581	451
Lease liability, non-current	4,481	3,056
Finance leases:
Right-of-use assets	480	1,121
Lease liability, current	193	449
Lease liability, non-current	$ 189	$ 543

ROU Assets and Lease Liabilit_4

ROU Assets and Lease Liabilities - Schedule of other information related to leases (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022 USD ($) mo	Jun. 30, 2021 USD ($) mo	Jun. 30, 2022 USD ($) mo	Jun. 30, 2021 USD ($) mo
Other information:
Operating lease cost	$ 465	$ 216	$ 534	$ 395
Operating cash flows from operating leases	$ 0	$ 0	$ 438	$ 348
Weighted-average remaining lease term – operating leases (in months) | mo	0	0	82.7	91.8
Weighted-average discount rate – operating leases	0%	0%	8.20%	9.20%

ROU Assets and Lease Liabilit_5

ROU Assets and Lease Liabilities - Schedule of annual minimum lease payments of our operating lease liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Leases [Abstract]
2022 (excluding the six months ended June 30, 2022)	$ 459
2023	1,017
2024	989
2025	1,014
2026	869
Thereafter	2,327
Present value of future minimum lease payments	6,675
Less: imputed interest	(1,613)
Present value of future minimum lease payments	$ 5,062

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of fair values private warrants were valued using a Black-Scholes model (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Risk-free rate	3%	1.11%
Remaining term in years	3 years 5 months 23 days	3 years 11 months 23 days
Expected volatility	91.40%	88.80%
Exercise price (in usd per share)	$ 11.50	$ 11.50
Fair value of common stock (in usd per share)	$ 1.15	$ 3.31

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of assets and liabilities which are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Liability:
Private Warrants	$ 905	$ 5,404
Contingent consideration -– Quantum		1,950
Earnout – World Energy		1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy	187	541
Total	1,092	8,895
Level I
Liability:
Private Warrants	0	0
Contingent consideration -– Quantum		0
Earnout – World Energy		0
Fair value of obligation to issue shares of common stock to sellers of World Energy	0	0
Total	0	0
Level II
Liability:
Private Warrants	0	0
Contingent consideration -– Quantum		0
Earnout – World Energy		0
Fair value of obligation to issue shares of common stock to sellers of World Energy	0	0
Total	0	0
Level III
Liability:
Private Warrants	905	5,404
Contingent consideration -– Quantum		1,950
Earnout – World Energy		1,000
Fair value of obligation to issue shares of common stock to sellers of World Energy	187	541
Total	$ 1,092	$ 8,895

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of roll forward of the Company's Level 3 instruments (Details) - Level III	6 Months Ended
	Jun. 30, 2022 USD ($)
Asset
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 8,895,000
Fair value adjustment - Quantum contingent consideration	(145,000)
Cash settlement of Quantum liability	(950,000)
Share settlement of Quantum liability	(186,000)
Cash settlement of World Energy liability	(1,000,000)
Fair value adjustments – Warrant liability	(4,500,000)
Adjustment - Quantum liability	(353,000)
Ending balance	1,092,000
Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash settlement of Quantum liability	$ (669,000)

Share-Based Compensation Expe_3

Share-Based Compensation Expense - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Expense (Details) [Line Items]
Share-based compensation expense	$ 1,081	$ 754	$ 1,462	$ 1,196
Unrecognized compensation cost			$ 13,206
Weighted-average period			3 years 3 months 18 days
Aggregate intrinsic value of stock options outstanding	5,340		$ 5,340
Aggregate intrinsic value of stock options exercisable	$ 5,108		5,108
Cash received from options exercised			$ 433	$ 23
Minimum
Share-Based Compensation Expense (Details) [Line Items]
Stock options employees and board members term			1 year
Maximum
Share-Based Compensation Expense (Details) [Line Items]
Stock options employees and board members term			4 years
Restricted stock units directors term			4 years

Share-Based Compensation Expe_4

Share-Based Compensation Expense - Schedule of stock option award activity (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Shares
Outstanding, beginning balance (in shares) | shares	9,737,292
Granted (in shares) | shares	22,304
Exercised (in shares) | shares	(1,747,085)
Cancelled or forfeited (in shares) | shares	(839,903)
Outstanding, ending balance (in shares) | shares	7,172,608
Exercisable (in shares) | shares	5,992,802
Weighted Average Exercise Price
Outstanding, beginning balance (in usd per share) | $ / shares	$ 1.40
Granted (in usd per share) | $ / shares	1.95
Exercised (in usd per share) | $ / shares	0.24
Cancelled or forfeited (in usd per share) | $ / shares	3.73
Outstanding, ending balance (in usd per share) | $ / shares	1.39
Exercisable (in usd per share) | $ / shares	$ 0.73
Weighted Average Remaining Contractual Term, Beginning balance	7 years 2 months 12 days
Weighted Average Remaining Contractual Term, Exercisable	6 years 7 months 6 days
Weighted Average Remaining Contractual Term, Ending balance	6 years 10 months 24 days

Share-Based Compensation Expe_5

Share-Based Compensation Expense - Schedule of fair value of restricted stock awards (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Restricted Stock Awards
Number of Shares
Non-vested, at beginning of period (in shares) | shares	446,332
Granted (in shares) | shares	0
Vested (in shares) | shares	0
Cancelled or forfeited (in shares) | shares	0
Non-vested, at end of period (in shares) | shares	446,332
Weighted Average Grant Date Fair Value Per Share
Non-vested, at beginning of period (in usd per share) | $ / shares	$ 0.24
Granted (in usd per share) | $ / shares	0
Vested (in usd per share) | $ / shares	0
Cancelled or forfeited (in usd per share) | $ / shares	0
Non-vested, at end of period (in usd per share) | $ / shares	$ 0.24
Restricted Stock Units
Number of Shares
Non-vested, at beginning of period (in shares) | shares	604,433
Granted (in shares) | shares	6,343,394
Vested (in shares) | shares	(97,572)
Cancelled or forfeited (in shares) | shares	(195,797)
Non-vested, at end of period (in shares) | shares	6,654,458
Weighted Average Grant Date Fair Value Per Share
Non-vested, at beginning of period (in usd per share) | $ / shares	$ 6.06
Granted (in usd per share) | $ / shares	1.40
Vested (in usd per share) | $ / shares	6.64
Cancelled or forfeited (in usd per share) | $ / shares	6.05
Non-vested, at end of period (in usd per share) | $ / shares	$ 1.61

Related Party Transactions - Na

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transactions [Abstract]
Rent expense	$ 62	$ 58	$ 128	$ 135

Related Party Transactions - Sc

Related Party Transactions - Schedule of future minimum lease payments (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Related Party Transaction [Line Items]
2022	$ 459
Total	6,675
Investor
Related Party Transaction [Line Items]
2022	21
Total	$ 21

Restructuring (Details)

Restructuring (Details) $ in Thousands	3 Months Ended
	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($) segment
Restructuring and Related Activities [Abstract]
Number of employees | segment		51
Restructuring charges		$ 2,358
Incurred severance charges to date		840
Payments made for restructuring	$ 67	725
Unpaid accrued severance charges	48
Inventory obsolescence charge included in costs of revenues	$ 193	$ 1,518

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Thousands			1 Months Ended		3 Months Ended	6 Months Ended
	Jun. 25, 2021 USD ($)	Feb. 24, 2021 USD ($)	Mar. 31, 2022	Mar. 31, 2021 USD ($) bus	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 19, 2021 lawsuit	Mar. 08, 2021 lawsuit
Other Commitments [Line Items]
Incurred costs						$ 700
Term of sponsorship agreement		3 years
Sponsor fee		$ 500
Sponsor fee paid	$ 250
Sponsorship fee accrued							$ 250
Term of sponsorship agreement cancelled			2 years
Number of electric transit buses | bus				6
Buses, purchase price				$ 4,191
Down payment on contract				$ 780
Refund of down payment					$ 780
New York
Other Commitments [Line Items]
Number of class action complaints filed | lawsuit									2
Delaware
Other Commitments [Line Items]
Number of class action complaints filed | lawsuit								2
Motors
Other Commitments [Line Items]
Purchase commitments						2,533
Batteries
Other Commitments [Line Items]
Purchase commitments						2,500
Chip Sensitive Items
Other Commitments [Line Items]
Purchase commitments						$ 343

Leadership Transition (Details)

Leadership Transition (Details) - President and Director $ in Thousands	Mar. 21, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Lump sum separation pay	$ 479,375
Months of COBRA	9 months

Net (Loss) Income Per Share - S

Net (Loss) Income Per Share - Schedule of numerator and denominator used to calculate basic earnings per share and diluted earnings per share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net (loss) income	$ (12,698,000)	$ (10,469,000)	$ (28,775,000)	$ 51,445,000
Denominator:
Weighted average shares outstanding, basic (in shares)	142,247,590	139,237,805	141,760,478	137,416,593
Dilutive effect of options, warrants, and restricted stock units (in shares)	$ 0	$ 0	$ 0	$ 181,942
Weighted average shares outstanding, diluted (in shares)	142,247,590	139,237,805	141,760,478	137,598,535
Net (loss) income per share, basic (in dollars per share)	$ (0.09)	$ (0.08)	$ (0.20)	$ 0.37
Net (loss) income per share, diluted (in dollars per share)	$ (0.09)	$ (0.08)	$ (0.20)	$ (0.17)

Net (Loss) Income Per Share -_2

Net (Loss) Income Per Share - Schedule of number of shares underlying outstanding dilutive securities (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	18,066,516	15,961,310	18,066,516	11,727,977
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,172,608	11,399,635	7,172,608	11,399,635
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,233,333	4,233,333	4,233,333	0
XL Legacy Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	6,117	6,117	6,117	6,117
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	6,654,458	322,225	6,654,458	322,225

Retirement Plan (Details)

Retirement Plan (Details)	6 Months Ended
	Jun. 30, 2022
Retirement Plan (Details) [Line Items]
Deferral rate, percentage	3%
Employer initial match of gross pay	100%
Initial percentage of gross pay	3%
Employer match on additional gross pay	50%
Addition percentage of gross pay	2%
Vesting percentage of safe harbor deferrals	100%
Employer match on additional gross pay	3%
Minimum
Retirement Plan (Details) [Line Items]
Annual contributions, percentage	1%
Minimum | World Energy, LLC
Retirement Plan (Details) [Line Items]
Annual contributions, percentage	1%
Maximum
Retirement Plan (Details) [Line Items]
Annual contributions, percentage	90%
Maximum | World Energy, LLC
Retirement Plan (Details) [Line Items]
Annual contributions, percentage	100%

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($) segment	Jun. 30, 2021 USD ($)	Dec. 31, 2021 segment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Number of operating segments | segment				2		1
Revenue	$ 3,010		$ 3,694	$ 7,773	$ 4,369
Operating Income (Loss)	(14,640)		(12,669)	(38,326)	(22,755)
Restructuring charges		$ 2,358
Impairment of goodwill	0		0	8,606	0
Operating Segments | Drivetrain
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	808		1,282	1,406	1,957
Operating Income (Loss)	(3,404)		(3,950)	(9,310)	(7,511)
Operating Segments | Drivetrain | Inventory Valuation and Obsolescence
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Restructuring charges	193			1,711
Operating Segments | Drivetrain | Employee Severance
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Restructuring charges		$ 840
Operating Segments | XL Grid
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	2,202		2,412	6,367	2,412
Operating Income (Loss)	(1,453)		(438)	(2,894)	(489)
Corporate
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating Income (Loss)	$ (9,783)		$ (8,281)	(26,122)	$ (14,755)
Impairment of goodwill				$ 8,606