Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-39417 | |
Entity Registrant Name | Evolv Technologies Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4473840 | |
Entity Address State Or Province | MA | |
Entity Address, Address Line One | 500 Totten Pond Road, 4th Floor | |
Entity Address, City or Town | Waltham | |
Entity Address, Postal Zip Code | 02451 | |
City Area Code | 781 | |
Local Phone Number | 374-8100 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 143,378,335 | |
Entity Central Index Key | 0001805385 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 Par Value per Share | |
Trading Symbol | EVLV | |
Security Exchange Name | NASDAQ | |
Warrants to purchase one share of Class A common stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | |
Trading Symbol | EVLVW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 270,872 | $ 307,492 |
Restricted cash | 400 | 400 |
Accounts receivable, net | 8,589 | 6,477 |
Inventory | 7,181 | 5,140 |
Current portion of contract assets | 1,448 | 1,459 |
Current portion of commission asset | 1,477 | 1,645 |
Prepaid expenses and other current assets | 17,252 | 11,047 |
Total current assets | 307,219 | 333,660 |
Restricted cash, noncurrent | 275 | 275 |
Contract assets, noncurrent | 3,321 | 3,418 |
Commission asset, noncurrent | 4,239 | 3,719 |
Property and equipment, net | 25,282 | 21,592 |
Operating lease right-of-use assets | 2,287 | |
Other assets | 1,275 | 401 |
Total assets | 343,898 | 363,065 |
Current liabilities: | ||
Accounts payable | 4,645 | 6,363 |
Accrued expenses and other current liabilities | 7,118 | 9,183 |
Current portion of deferred revenue | 7,433 | 6,690 |
Current portion of deferred rent | 135 | |
Current portion of long-term debt | 3,000 | 2,000 |
Current portion of operating lease liabilities | 1,089 | |
Total current liabilities | 23,285 | 24,371 |
Deferred revenue, noncurrent | 4,517 | 2,475 |
Deferred rent, noncurrent | 333 | |
Long-term debt, noncurrent | 6,950 | 7,945 |
Operating lease liabilities, noncurrent | 1,634 | |
Contingent earn-out liability | 18,128 | 20,809 |
Contingently issuable common stock liability | 3,792 | 5,264 |
Public warrant liability | 5,444 | 11,030 |
Total liabilities | 63,750 | 72,227 |
Commitments and contingencies (Note 20) | ||
Stockholders' equity : | ||
Common stock, $0.0001 par value; 1,100,000,000 shares authorized at March 31, 2022 and December 31, 2021; 143,322,036 and 142,745,021 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 14 | 14 |
Additional paid-in capital | 399,424 | 395,563 |
Accumulated deficit | (119,290) | (104,739) |
Stockholders' equity | 280,148 | 290,838 |
Total liabilities and stockholders' equity | $ 343,898 | $ 363,065 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, issued | 143,322,036 | 142,745,021 |
Common stock, outstanding | 143,322,036 | 142,745,021 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 8,715,000 | $ 3,999,000 |
Cost of revenues: | ||
Total cost of revenue | 7,089,000 | 2,951,000 |
Gross profit | 1,626,000 | 1,048,000 |
Operating expenses: | ||
Research and development | 4,286,000 | 3,612,000 |
Sales and marketing | 12,053,000 | 3,684,000 |
General and administrative | 11,093,000 | 2,899,000 |
Loss from impairment of property and equipment | 96,000 | 0 |
Total operating expenses | 27,528,000 | 10,195,000 |
Loss from operations | (25,902,000) | (9,147,000) |
Other income (expense), net: | ||
Interest expense | (142,000) | (2,447,000) |
Interest income | 209,000 | |
Change in fair value of derivative liability | (1,425,000) | |
Change in fair value of contingent earn-out liability | (4,226,000) | |
Change in fair value of contingently issuable common stock | (1,472,000) | |
Change in fair value of public warrant liability | 5,586,000 | 0 |
Change in fair value of common stock warrant liability | (736,000) | |
Total other income (expense), net | 11,351,000 | (4,608,000) |
Net loss and comprehensive loss - basic | (14,551,000) | (13,755,000) |
Net loss and comprehensive loss - diluted | $ (14,551,000) | $ (13,755,000) |
Net loss per share - basic (in dollars per share) | $ (0.10) | $ (1.32) |
Net loss per share - diluted (in dollars per share) | $ (0.10) | $ (1.32) |
Weighted average common shares outstanding - basic (in shares) | 142,878,406 | 10,443,323 |
Weighted average common shares outstanding - diluted (in shares) | 142,878,406 | 10,443,323 |
Product revenue | ||
Revenue: | ||
Total revenue | $ 5,194,000 | $ 2,502,000 |
Cost of revenues: | ||
Cost of revenue | 5,576,000 | 2,229,000 |
Subscription revenue. | ||
Revenue: | ||
Total revenue | 3,020,000 | 1,300,000 |
Cost of revenues: | ||
Cost of subscription revenue | 1,065,000 | 595,000 |
Service revenue. | ||
Revenue: | ||
Total revenue | 501,000 | 197,000 |
Cost of revenues: | ||
Cost of revenue | $ 448,000 | $ 127,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Convertible preferred stock (as converted to common stock) | Common Stock. | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 75,877 | ||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 77,340,057 | ||||
Balance at the end at Mar. 31, 2021 | $ 75,877 | ||||
Balance at the end (in shares) at Mar. 31, 2021 | 77,340,057 | ||||
Balance at the beginning at Dec. 31, 2020 | $ 1 | $ 9,194 | $ (93,881) | $ (84,686) | |
Balance at the beginning (in shares) at Dec. 31, 2020 | 9,846,830 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of warrants to purchase common stock | 1 | 1 | |||
Issuance of common stock upon net exercise of stock options | 455 | 455 | |||
Issuance of common stock upon net exercise of stock options (in shares) | 1,563,281 | ||||
Stock-based compensation expense | 1,082 | 1,082 | |||
Net loss | (13,755) | (13,755) | |||
Balance at the end at Mar. 31, 2021 | $ 1 | 10,732 | (107,636) | $ (96,903) | |
Balance at the end (in shares) at Mar. 31, 2021 | 11,410,111 | ||||
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 14 | 395,563 | (104,739) | $ 290,838 | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 142,745,021 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon net exercise of stock options | 216 | $ 216 | |||
Issuance of common stock upon net exercise of stock options (in shares) | 496,971 | 499,767 | |||
Issuance of common stock upon vesting of restricted stock units (in shares) | 80,044 | ||||
Stock-based compensation expense | 3,645 | $ 3,645 | |||
Net loss | (14,551) | (14,551) | |||
Balance at the end at Mar. 31, 2022 | $ 14 | $ 399,424 | $ (119,290) | $ 280,148 | |
Balance at the end (in shares) at Mar. 31, 2022 | 143,322,036 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (14,551,000) | $ (13,755,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 948,000 | 452,000 |
Write down of inventory | 324,000 | |
Adjustment to property and equipment for sales type leases | (321,000) | |
Loss from impairment of property and equipment | 96,000 | 0 |
Stock-based compensation | 5,190,000 | 1,082,000 |
Noncash interest expense | 5,000 | 2,344,000 |
Noncash lease expense | 197,000 | |
Recovery of allowance for doubtful accounts | (63,000) | |
Change in fair value of derivative liability | 1,425,000 | |
Change in fair value of common stock warrant liability | 736,000 | |
Change in fair value of earn-out liability | (4,226,000) | |
Change in fair value of contingently issuable common stock | (1,472,000) | |
Change in fair value of public warrant liability | (5,586,000) | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | (2,112,000) | (874,000) |
Inventory | (6,985,000) | (433,000) |
Commission assets | (351,000) | (391,000) |
Contract assets | 108,000 | (119,000) |
Prepaid expenses and other current assets | (5,280,000) | (4,104,000) |
Accounts payable | (1,867,000) | 1,194,000 |
Deferred revenue | 2,778,000 | (621,000) |
Deferred rent | (468,000) | (11,000) |
Accrued expenses and other current liabilities | (2,065,000) | 1,100,000 |
Operating lease liabilities | (229,000) | |
Net cash used in operating activities | (35,867,000) | (12,038,000) |
Cash flows from investing activities: | ||
Development of internal-use software | (646,000) | |
Purchases of property and equipment | (323,000) | (2,522,000) |
Net cash used in investing activities | (969,000) | (2,522,000) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 216,000 | 455,000 |
Repayment of financing obligations | (359,000) | |
Proceeds from long-term debt, net of issuance costs | 31,882,000 | |
Net cash provided by financing activities | 216,000 | 31,978,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (36,620,000) | 17,418,000 |
Cash, cash equivalents and restricted cash | ||
Cash, cash equivalents and restricted cash at beginning of period | 308,167,000 | 4,704,000 |
Cash, cash equivalents and restricted cash at end of period | 271,547,000 | 22,122,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 133,000 | 103,000 |
Supplemental disclosure of non-cash activities | ||
Transfer of inventory to property and equipment | 4,620,000 | |
Capital expenditures incurred but not yet paid | $ 1,693,000 | |
Issuance of equity classified warrants | $ 1,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Reconciliation of cash, cash equivalents and restricted cash: | ||||
Cash and cash equivalents | $ 270,872 | $ 307,492 | $ 22,122 | |
Restricted cash | 400 | 400 | ||
Restricted cash, noncurrent | 275 | 275 | ||
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 271,547 | $ 308,167 | $ 22,122 | $ 4,704 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Nature of the Business and Basis of Presentation | |
Nature of the Business and Basis of Presentation | 1. Nature of the Business and Basis of Presentation Evolv Technologies Holdings, Inc. (the “Company”), a Delaware corporation, is a global leader in AI-based weapons detection for security screening. The Company’s mission is to make the world a safer and more enjoyable place to work, learn, and play. The Company is democratizing security by making it seamless for gathering spaces to address the chronic epidemic of escalating gun violence, mass shootings and terrorist attacks in a cost-effective manner while improving the visitor experience. The Company is headquartered in Waltham, Massachusetts. As used in this Quarterly Report on Form 10-Q, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Evolv” refer to the consolidated operations of Evolv Technologies Holdings, Inc. and its wholly owned subsidiaries, which include Evolv Technologies, Inc., Evolv Technologies UK Ltd. and Give Evolv LLC. References to “NHIC” refer to the company prior to the consummation of the Merger (as defined in Note 3) and references to “Legacy Evolv” refer to Evolv Technologies, Inc. dba Evolv Technology, Inc. prior to the consummation of the Merger. Basis of presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All share and per share amounts contained herein for periods prior to the Merger have been retroactively adjusted to give effect to the Exchange Ratio (as defined in Note 3), unless otherwise indicated. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021 have been prepared on the same basis as the audited annual consolidated financial statements as of December 31, 2021 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and the results of its operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Significant Accounting Policies The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included in our Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2022 outside of the items as described below. Leases as a Lessee Prior to January 1, 2022, the Company accounted for leases in accordance with ASC 840, Leases Effective on January 1, 2022, the Company accounts for leases in accordance with ASC 842, Leases A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. Lease liabilities are measured at lease commencement and calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when available. If an implicit rate is not readily determinable, the Company uses an incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. Right-of-use assets are measured as the amount of the initial lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will extend the lease term via such options based on an assessment of economic factors present as of the lease commencement date. The Company elected the practical expedient to not recognize leases with a lease term of twelve months or less. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected the practical expedient to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. The Company’s operating leases are presented in the condensed consolidated balance sheet as operating lease right-of-use assets, classified as noncurrent assets, and operating lease liabilities, classified as current and noncurrent liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred. Subscription Revenue - Leases as Lessor In addition to selling our products directly to customers, we also derive revenue from leasing our equipment, which we classify as subscription revenue. Lease terms are typically four years , do not include options to extend, terminate or to purchase the underlying asset, and customers generally pay either a quarterly or annual fixed payment for the lease and maintenance elements over the contractual lease term. Equipment leases are generally classified as operating leases as they do not meet any of the sales-type lease criteria per ASC 842 and recognized ratably over the duration of the lease. There are no variable lease payments as a part of these arrangements. The accounting provisions we use to classify transactions as sales-type are: (i) whether the lease transfers ownership of the equipment by the end of the lease term, (ii) whether the lease grants the customer an option to purchase the equipment and the customer is reasonably certain to do so, (iii) whether the lease term is for the major part of the economic life of the underlying equipment, (iv ) whether the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease the lease term. Leasing arrangements meeting any of these conditions are accounted for as sales-type leases and revenue attributable to the lease component is recognized in a manner consistent with the equipment sales and the related equipment is derecognized with the associated expense presented as a cost of revenue. Leasing arrangements that do not meet the criteria for classification as a sales-type lease will be accounted for as a direct-financing lease if the following two conditions are met: (i) the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments and any other third party unrelated to the Company, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (ii) it is probable that the Company will collect the lease payments and amounts necessary to satisfy a residual value guarantee. Leasing arrangements that do not meet any of the sales-type lease classification criteria are accounted for as operating leases and revenue is recognized straight-line over the term of the lease. The Company considers the economic life of most of our products to be seven years . The Company believes seven years is representative of the period during which the equipment is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The unguaranteed residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of our leased equipment by performing regular management and maintenance, as necessary. Generally, lease arrangements include both lease and non-lease components. The lease component relates to the customer’s right-to-use the equipment over the lease term. The non-lease components relate to (1) distinct services, such as SaaS and maintenance, (2) any add-on accessories, and (3) installation and training. Installation and training are included in service revenue as described below, and add-on accessories are included in product revenue. Because the equipment, SaaS, and maintenance components of a subscription arrangement are recognized as revenue over the same time period and in the same pattern, the Company elected the practical expedient We exclude from variable payments all lessor costs that are explicitly required to be paid directly by a lessee on behalf of the lessor to a third party. Revenue related to leases entered into with related parties were $0.1 million during the three months ended March 31, 2022. Installation and training are generally billed to the lessee as part of the lease contract billing, according to various contractual terms. The installation and training costs incurred by the Company are accounted for as a fulfillment cost and are included in the cost of services revenue in the condensed consolidated statements of operations and comprehensive loss. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted. The Company utilized this transition option whereby financial information for prior periods presented before the ASC 842 effective date will not be updated. In November 2019, the FASB issued ASU 2019-10 deferring the effective date for private entities (also applicable for public companies that qualify as emerging growth companies) for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In June 2020, the FASB issued ASU 2020-05 which further defers the effective date for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance effective January 1, 2022. ASC 842 provides several optional practical expedients in transition. The Company applied the ‘package of practical expedients’ which allow the Company to not reassess whether existing or expired arrangements contain a lease, the lease classification of existing or expired leases, or whether previous initial direct costs would qualify for capitalization under ASC 842. The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $3.0 million and operating right-of-use assets of $2.5 million, along with the write-off of certain deferred rent balances of $0.5 million within the Company’s condensed consolidated balance sheets as of January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU 2019 12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Recently Issued Accounting Pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (1) irrevocably elects to “opt out” of such extended transition period or (2) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Out-of-Period Adjustment During the three months ended March 31, 2022, the Company recorded an immaterial out-of-period adjustment that resulted in a $1.0 million increase of stock-based compensation expense within sales and marketing expense in the condensed statements of operations and comprehensive loss, a $1.0 million increase to change in fair value of contingent earn-out liability in the condensed statements of operations and comprehensive loss, a $0.5 million decrease to additional paid-in capital in the condensed balance sheets, and a $0.5 million increase to contingent earn-out liability in the condensed balance sheets. The out-of-period adjustment related to an error in the Company’s accounting for the contingent earn-out liability for the third and fourth quarters of fiscal year 2021. The Company has determined the adjustment is not material to the current period or any previously issued financial statements. |
Merger with NHIC and Related Tr
Merger with NHIC and Related Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Merger with NHIC and Related Transactions | |
Merger with NHIC and Related Transactions | 3. Merger with NHIC and Related Transactions On July 16, 2021, we consummated the business combination (the “Merger”), contemplated by the Agreement and Plan of Merger, dated March 5, 2021, with NHIC Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of NewHold Investment Corp. (“NHIC”), a special purpose acquisition company, which is our legal predecessor, and Evolv Technologies, Inc. dba Evolv Technology, Inc. (“Legacy Evolv”), as amended by that certain First Amendment to Agreement and Plan of Merger dated June 5, 2021 by and among NHIC, Merger Sub and Legacy Evolv (the “Amendment” and as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Evolv, with Legacy Evolv surviving the Merger as a wholly owned subsidiary of NHIC. Upon the closing of the Merger, NHIC changed its name to Evolv Technologies Holdings, Inc. Evolv Technologies Holdings, Inc. became the successor entity to NHIC pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The transaction was accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, NHIC was treated as the “acquired” company for financial reporting purposes. This determination was primarily because subsequent to the Merger, Legacy Evolv’s shareholders have a majority of the voting power of the combined company, Legacy Evolv comprises all of the ongoing operations of the combined entity, Legacy Evolv comprises a majority of the governing body of the combined company, and Legacy Evolv’s senior management comprises all of the senior management of the combined company. Accordingly, for accounting purposes, this transaction was treated as the equivalent of Legacy Evolv issuing shares for the net assets of NHIC, accompanied by a recapitalization. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the Exchange Ratio established in the Merger. The net assets of NHIC were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of Legacy Evolv Evolv had previously indicated that it would list units (consisting of one share of common stock and one-half Upon closing of the Merger In addition, pursuant to the Merger Agreement, certain Legacy Evolv Shareholders became entitled to receive up to 15,000,000 shares of common stock as earn-out shares. Upon closing of the Merger: ● all of 24,359,107 shares of Legacy Evolv’s Series A-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a one-to-one basis; ● all of 3,484,240 shares of Legacy Evolv’s Series A convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a two-to-one basis; ● all of 34,129,398 shares of Legacy Evolv’s Series B-1 convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a one-to-one basis; and ● all of 15,367,312 shares of Legacy Evolv’s Series B convertible preferred stock were converted into an equivalent number of shares of Legacy Evolv common stock on a one-to-one basis. On the closing date of the Merger, each share of Legacy Evolv common stock then issued and outstanding was canceled and the holders thereof in exchange received 94,192,534 shares of the Company’s common stock, which is equal to 0.378 newly-issued shares of the Company’s common stock for each share of Legacy Evolv common stock (the “Exchange Ratio”). All outstanding warrants exercisable for common stock in Legacy Evolv (other than warrants that expired, were exercised or were deemed automatically net exercised immediately prior to the Merger) were exchanged for warrants exercisable for the Company’s common stock with the same terms and conditions except adjusted by the Exchange Ratio. All outstanding stock options of Legacy Evolv common stock, totaling 57,938,375 stock options, were canceled and the holders thereof in exchange received options to receive 0.378 shares of the Company’s common stock for a total of 21,891,254 stock options. The modification of the stock options to reflect the exchange ratio did not result in an incremental compensation expense upon closing of the Merger. Prior to the completion of the Merger, the Company entered into subscription agreements (collectively, the “PIPE Investment”) with certain parties subscribing for shares of the Company’s common stock (the “Subscribers”) pursuant to which the Subscribers agreed to purchase. Pursuant to the PIPE Investment, the Company issued 30,000,000 shares of common stock for a purchase price of $10.00 per share with gross proceeds of $300.0 million. The proceeds, net of redemptions, received from the Merger were $84.9 million and gross proceeds received from the PIPE investment were $300.0 million. Based on the number of shares of common stock outstanding on July 16, 2021 (in each case, not giving effect to any shares issuable upon exercise of warrants, options, or earn-out shares), Legacy Evolv shareholders owned approximately 92.7% of the common stock of the Company and NHIC shareholders owned approximately 7.3%. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands): Fair Value Measurements at March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 257,555 $ — $ — $ 257,555 $ 257,555 $ — $ — $ 257,555 Liabilities: Contingent earn-out liability $ — $ — $ 18,128 $ 18,128 Contingently issuable common stock liability — — 3,792 3,792 Public Warrant liability — — 5,444 5,444 $ — $ — $ 27,364 $ 27,364 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 297,536 $ — $ — $ 297,536 $ 297,536 $ — $ — $ 297,536 Liabilities: Contingent earn-out liability $ — $ — $ 20,809 $ 20,809 Contingently issuable common stock liability — — 5,264 5,264 Public Warrant liability — — 11,030 11,030 $ — $ — $ 37,103 $ 37,103 As of March 31, 2022 and December 31, 2021, respectively, money market funds are included in cash and cash equivalents on the condensed consolidated balance sheets. During the three months ended March 31, 2022 and 2021, respectively, there were no transfers between Level 1, Level 2 and Level 3. Valuation of Contingent Earn-out Pursuant to the Merger Agreement, the Legacy Evolv shareholders, immediately prior to the Merger, were entitled to receive additional shares of the Company’s common stock upon the Company achieving certain milestones as described in Note 2 of our consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s contingent earn-out shares were recorded at fair value as contingent earn-out liability upon the closing of the Merger and are remeasured at each reporting period. As of March 31, 2022, no milestones have been achieved. The estimated fair value of the initial contingent earn-out was determined using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the earn-out period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. As of March 31, 2022, the contingent earn-out was revalued using a similar Monte Carlo analysis. The significant assumptions to the model as of December 31, 2021 were as follows: 55% expected stock price volatility, a drift rate of 1.2% , 25% likelihood of change in control and an expected term of 4.5 years. The significant assumptions to the model as of March 31, 2022 were as follows: 92.5% expected stock price volatility, a drift rate of 2.4% , 25% likelihood of change in control and an expected term of 4.3 years. The following table provides a rollforward of the contingent earn-out liability (in thousands): Balance at December 31, 2021 $ 20,809 Change in fair value (4,226) Out-of-period adjustment 1,545 Balance at March 31, 2022 $ 18,128 Valuation of Contingently Issuable Common Stock Prior to the Merger, certain NHIC shareholders owned 4,312,500 Founder Shares. 1,897,500 shares vested at the closing of the Merger, 517,500 shares were transferred back to NHIC and then contributed to Give Evolv LLC and the remaining 1,897,500 outstanding shares shall vest upon the Company achieving certain milestones as described in Note 2 of our consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s contingently issuable common stock was recorded at fair value as contingent shares on the closing of the Merger and will be remeasured at each reporting period. As of March 31, 2022, no milestones have been achieved. The estimated fair value of the initial contingently issued common shares was determined using a Monte Carlo analysis in order to simulate the future path of the Company’s stock price over the vesting period. The carrying amount of the liability may fluctuate significantly and actual amounts paid may be materially different from the liability’s estimated value. As of March 31, 2022, the contingently issuable common shares were revalued using a similar Monte Carlo analysis. The significant assumptions to the model as of December 31, 2021 were as follows: 55% expected stock price volatility, a drift rate of 1.2%, 25% likelihood of change in control and an expected term of 4.5 years. The significant assumptions to the model as of March 31, 2022 were as follows: 92.5% expected stock price volatility, a drift rate of 2.4%, 25% likelihood of change in control and an expected term of 4.3 years. The following table provides a rollforward of the contingently issuable common shares (in thousands): Balance at December 31, 2021 $ 5,264 Change in fair value (1,472) Balance at March 31, 2022 $ 3,792 Valuation of Public Warrant Liability Upon the closing of the Merger, the Company assumed the Public Warrants to purchase shares of the Company’s common stock (see Note 13). The Public Warrants are publicly traded and the initial fair value of the public warrants were based on the closing price as reported by Nasdaq on the date of the Merger and remeasured at each reporting period. The following table provides a rollforward of the public warrant liability (in thousands): Balance at December 31, 2021 $ 11,030 Change in fair value (5,586) Balance at March 31, 2022 $ 5,444 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition | |
Revenue Recognition | 5. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification 606 – Revenue from Contracts with Customers (“ The Company derives revenue from (1) subscription arrangements generally accounted for as operating leases under ASC 842 and (2) from the sale of products, inclusive of SaaS and maintenance and (3) professional services. The Company’s arrangements are generally noncancelable and nonrefundable after ownership passes to the customer for product sales and upon installation for subscriptions. Revenue is recognized net of sales tax. Remaining Performance Obligations The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of March 31, 2022. Less than 1 year Greater than 1 year Total Product revenue $ 166 $ 39 $ 205 Subscription revenue 12,784 29,041 41,825 Service revenue 6 — 6 Maintenance revenue 2,415 6,086 8,501 Total revenue $ 15,371 $ 35,166 $ 50,537 The amount of minimum future leases is based on expected income recognition. As of March 31, 2022, future minimum payments on noncancelable leases are as follows (in thousands): Future operating lease component: Year Ending December 31: 2022 (nine months remaining) $ 9,677 2023 12,330 2024 11,137 2025 7,438 2026 1,131 Thereafter 112 $ 41,825 Contract Balances from Contracts with Customers Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is conditional and not only subject to the passage of time. As of March 31, 2022 and December 31, 2021, the Company had $1.4 million and $1.5 million in current portion of contract assets and $3.3 million and $3.4 million in contract assets, noncurrent on the condensed consolidated balance sheets, respectively. Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer. The Company has a contract liability related to service revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as deferred revenue, noncurrent. The Company recognized $2.5 million during the three months ended March 31, 2022 of revenue that was previously included in the 2021 deferred revenue balance and recognized $0.9 million during the three months ended March 31, 2021 of revenue that was previously included in the 2020 deferred revenue balance. The following table provides a rollforward of deferred revenue (in thousands): Balance at December 31, 2021 $ 9,165 Revenue recognized (6,409) Revenue deferred 9,194 Balance at March 31, 2022 $ 11,950 The following table presents the Company’s components of lease revenue (in thousands): Three Months Ended March 31, 2022 2021 Revenue from sales-type leases $ 1,312 $ — Interest income on lease receivables 190 — Lease income - operating leases 3,020 1,300 Total lease revenue $ 4,522 $ 1,300 Disaggregated Revenue The following table presents the Company’s revenue by revenue stream (in thousands): Three Months Ended March 31, 2022 2021 Product revenue 5,194 2,502 Leased equipment 3,020 1,300 SaaS and Maintenance revenue 353 132 Professional services revenue 148 65 Total revenue $ 8,715 $ 3,999 Contract Acquisition Costs The Company incurs and pays commissions on product sales. The Company applies the practical expedient for contracts less than one year to expense the commission costs in the period in which they were incurred. Commissions on product sales and services are expensed in the period in which the related revenue is recognized. Commissions on subscription arrangements and maintenance are expensed ratably over the life of the contract. The Company had a deferred asset related to commissions of $5.7 million and $5.4 million as of March 31, 2022 and December 31, 2021, respectively. The Company amortized commissions of $0.1 million during the three months ended March 31, 2022 which related to 2022 commissions and $0.3 million which related to 2021 commissions. Give Evolv LLC Upon the closing of the Merger, the NHIC Founders transferred 517,500 shares of its common stock to Evolv NewHold Benefit LLC (“ENHB”), which represented the initial contribution to be used to pay for the donation of Evolv’s Express units to public venues and institutions, primarily schools in locations that might not otherwise be able to afford weapon detection security screening systems and related products and services. In September 2021, ENHB was renamed to Give Evolv LLC (“Give Evolv”). Give Evolv is deemed an entity under common control and a consolidating entity as it is under the same management as the Company. As such, the shares held by Give Evolv are not considered outstanding or issued. For such arrangements, Give Evolv generally purchases the related products and services from Evolv Technologies, Inc. through an intercompany transaction using the available donated proceeds from the transfer of common stock upon the closing of the Merger. Evolv Technologies, Inc. will be responsible for the delivery of the units, in addition to providing related services, such as installation, training, and maintenance. Consideration transferred to Evolv Technologies, Inc. for the related products and services may be in the form of common stock or cash. Shares of common stock may be sold to generate funds for the purposes of paying for the donated goods and services. The sales transactions between Evolv Technologies, Inc. and Give Evolv eliminate in consolidation. During the three months ended March 31, 2022, the Company donated three Evolv Express units to schools, resulting in $0.2 million in general and administrative expense in the Company’s condensed consolidated statements of operations and comprehensive loss. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Lessee, Operating Leases [Text Block] | 6. Leases Company Headquarters (Waltham, MA) In April 2021, the Company entered a sublease agreement for office and storage space for its corporate headquarters located at 500 Totten Pond Road in Waltham, MA. The sublease has an initial term of 42 months beginning on May 1, 2021, and expiring on October 31, 2024. The Company is required to maintain a minimum cash balance of $0.7 million as a security deposit on the space which is classified as restricted cash, current and restricted cash, non-current on the condensed consolidated balance sheets. The Company pays for its proportionate share of building operating expenses and taxes that are treated as variable costs and excluded from the measurement of the lease. The sublease grants the Company an option to extend the term for an additional three years at the then fair market rent by giving the landlord nine months’ written notice. The Company was not reasonably certain to exercise the option to extend the lease and therefore the extension term was excluded from the measurement of the lease. Storage Facilities The Company additionally leases three storage spaces on a month-to-month basis that are classified as short-term leases. The following tables contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the three months ended March 31, 2022. The components of lease cost under ASC 842 were as follows (in thousands): Operating lease cost $ 245 Supplemental disclosure of cash flow information related to leases was as follows (in thousands): Cash paid for amounts included in the measurement of lease liabilities $ 278 The weighted-average remaining lease term and discount rate were as follows: Weighted average remaining lease term (in years) 2.6 Weighted average discount rate 6.95 % Future annual lease payments under non-cancelable operating leases as of March 31, 2022 were as follows (in thousands): Year Ended December 31: 2022 (remaining nine months) $ 838 2023 1,149 2024 982 Total future lease payments $ 2,969 Less: imputed interest (246) Present value of operating lease liability $ 2,723 Rent expense for the three months ended March 31, 2021 was approximately $0.1 million in accordance with ASC 840. Rent expense for the year ended December 31, 2021 was approximately $0.9 million in accordance with ASC 840. Future annual lease payments under non-cancelable operating leases as of December 31, 2021 under ASC 840 were as follows (in thousands): Year Ended December 31: 2022 $ 1,116 2023 1,150 2024 981 Total $ 3,247 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable | |
Accounts Receivable | 7. Accounts Receivable Allowance for Doubtful Accounts As of March 31, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts of $0.1 million, respectively. Changes in the allowance for doubtful accounts were as follows (in thousands): Allowance for Doubtful Accounts Balance at December 31, 2021 $ (50) Provisions — Write-offs, net of recoveries — Balance at March 31, 2022 $ (50) |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory | |
Inventory | 8. Inventory Inventory consisted of the following (in thousands): March 31, December 31, 2022 2021 Raw materials $ 1,172 $ 1,050 Finished goods 6,009 4,090 Total $ 7,181 $ 5,140 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid expenses and other current assets | |
Prepaid expenses and other current assets | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2022 2021 Prepaid deposits $ 13,479 $ 7,591 Prepaid insurance 1,625 2,803 Prepaid subscriptions 625 411 Other 1,523 242 Total $ 17,252 $ 11,047 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment, Net | |
Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2022 2021 Computers and telecom equipment $ 329 $ 40 Lab equipment 568 568 Purchased software 59 — Furniture and fixtures 37 37 Leasehold improvements 538 491 Leased equipment 24,217 21,100 Internal-use software 1,820 1,029 Sales demo equipment 2,149 1,938 29,717 25,203 Less: Accumulated depreciation and amortization (4,435) (3,611) $ 25,282 $ 21,592 As of March 31, 2022 and December 31, 2021, the net book value of internal-use software was $1.7 million and $1.0 million, respectively. Depreciation expense and amortization expense related to property and equipment was $0.9 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively, which included amortization expense of internal-use software of less than $0.1 million and $0 for the three months ended March 31, 2022 and 2021, respectively. Leased equipment and the related accumulated depreciation were as follows (in thousands): March 31, December 31, 2022 2021 Leased equipment $ 24,217 $ 21,100 Accumulated depreciation (3,390) (2,761) Leased equipment, net $ 20,827 $ 18,339 Depreciation related to leased units was $0.8 million and $0.4 million during the three months ended March 31, 2022 and 2021, respectively. Depreciable lives generally range from 4 Impairment of property and equipment was $0.1 million for the three months ended March 31, 2022. There was no impairment recognized for the three months ended March 31, 2021. This related to Edge units and Express prototype units that were removed from service and retired. The Company is transitioning its domestic customers from the Edge units to the most current Express units, which also resulted in an impairment of the remaining economic value of such assets. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2022 2021 Accrued employee compensation and benefits expense $ 2,198 $ 5,536 Accrued professional services and consulting 1,438 1,441 Accrued sales tax 1,213 1,091 Accrued marketing 521 — Accrued property tax 472 — Accrued interest 48 64 Other 1,228 1,051 Total $ 7,118 $ 9,183 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt | |
Long-term Debt | 12. Long-term Debt The components of the Company’s long-term debt consisted of the following (in thousands): March 31, December 31, 2022 2021 Term loans payable $ 10,000 $ 10,000 Less: Unamortized discount (50) (55) 9,950 9,945 Less: Current portion of long-term debt 3,000 2,000 Long-term debt, net of discount $ 6,950 $ 7,945 Term Loan Agreements JPMorgan Chase Bank, N.A.(“JPM”) Credit Agreement In December 2020, the Company entered into a $10.0 million credit agreement with JPMorgan Chase Bank, N.A. (“JPM Credit Agreement”) with a maturity date of December 3, 2024 and a revolving line of credit of up to $10.0 million with a maturity date of December 3, 2022. Principal and interest on the JPM Credit Agreement is payable monthly commencing on July 1, 2022. The JPM Credit Agreement accrues interest at an annual rate calculated as the greater of (A) the Wall Street Journal Prime Rate plus 2.25% or (B) 5.5%. The revolving line of credit accrues interest at an annual rate calculated as the greater of (A) the Wall Street Journal Prime Rate plus 1.25% or (B) 4.5%. Upon closing, the Company issued warrants to purchase 377,837 shares of common stock to the lender with an exercise price of $0.42 per share with a fair value of $0.1 million on the date of issuance. The Company incurred debt issuance costs of $0.1 million equal to the fair value of the warrants in connection with the JPM Credit Agreement. These costs were recorded as debt discount and are amortized to interest expense, using the effective interest method, over the term of the loan. Upon the closing of the Merger, the warrants were converted into shares of the Company’s common stock. As of March 31, 2022, the unamortized debt discount was $0.1 million. As of March 31, 2022, the accrued interest on the JPM Credit Agreement was $0.1 million, which is included in accrued expenses and other current liabilities in the condensed consolidated balance sheet. Interest expense related to the JPM Credit Agreement totaled $0.1 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively, which includes the amortization of the debt discount which totaled less than $0.1 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The interest rate in effect as of March 31, 2022 was 5.75% for the JPM Credit Agreement. During the year ended December 31, 2021, the Company fully repaid the $5.4 million drawn down on the revolving line of credit. The Company’s obligations under the JPM Credit Agreement are secured by a first-priority security interest in all of its assets, including intellectual property. As of March 31, 2022, future principal payments on long-term debt are as follows (in thousands): Year Ending December 31, 2022 (remaining nine months) $ 2,000 2023 4,000 2024 4,000 $ 10,000 Convertible Note In September 2020, the Company entered into a Convertible Note Purchase Agreement (the “2020 Convertible Notes”) with an investor for gross proceeds of $2.0 million with a stated interest rate of 6.0% per annum. An additional $2.0 million in gross proceeds were made available in December 2020 upon achievement of the integration milestone, whereby the Company successfully created software utilizing the investor’s application programming interface. The 2020 Convertible Notes provided a conversion option whereby upon the closing of a Qualified Financing event, in which the aggregate gross proceeds of the issuance of preferred stock totaled at least $10.0 million, the notes would automatically convert into shares of the same class and series of capital stock of the Company issued to other investors in the financing at a conversion price equal to 80% of the price per share paid by the other investors. The conversion option met the definition of an embedded derivative and was required to be bifurcated and accounted for separately from the notes. The proceeds from the 2020 Convertible Notes were allocated between the derivative liability, with a fair value at issuance of $1.0 million, and the notes, with an initial carrying value of $3.0 million, and included in long- term liabilities on the Company’s condensed consolidated balance sheet. The difference between the initial carrying value of the notes and the stated value of the notes represented a discount that was accreted to interest expense over the term of the Convertible Notes using the effective interest method. This derivative liability was derecognized as of December 31, 2021 as the liability was settled pursuant to the closing of the Merger. Interest expense for the 2020 Convertible Notes totaled $0 and $0.1 million for the three months ended March 31, 2022 and 2021, respectively. In January and February 2021, the Company entered into a Convertible Note Purchase Agreement (the “2021 Convertible Notes”) with various investors for gross proceeds of $30.0 million with a stated interest rate of 8.0% per annum. The 2021 Convertible Notes provided a conversion option whereby upon the closing of a Qualified Financing event, in which the aggregate gross proceeds totaled at least $100.0 million, the notes would automatically convert into shares of the same class and series of capital stock of the Company issued to other investors in the financing at a conversion price equal to 80% of the price per share paid by the other investors. The conversion option met the definition of an embedded derivative and was required to be bifurcated and accounted for separately from the notes. The proceeds from the 2021 Convertible Notes were allocated between the derivative liability, with a fair value at issuance of $7.0 million, and the notes, with an initial carrying value of $23.0 million, and included in long-term liabilities on the Company’s condensed consolidated balance sheet. The difference between the initial carrying value of the notes and the stated value of the notes represented a discount that was accreted to interest expense over the term of the Convertible Notes using the effective interest method. This derivative liability was derecognized as of December 31, 2021 as the liability was settled pursuant to the closing of the Merger. In June 2021, the Company modified the 2021 Convertible Notes to grant the holders an additional 1,000,000 shares of NHIC common stock as further consideration upon the automatic conversion of the notes upon closing of the Merger. This modification of the notes resulted in an extinguishment and the Company recognized a loss on extinguishment of the 2021 Convertible Notes of $11.8 million. The $26.7 million carrying value of the notes at June 21, 2021 was derecognized and replacement notes with an initial carrying value of $29.6 million were recorded. Additionally, in the extinguishment accounting, a derivative liability of $19.2 million was recognized, which represents the value of the 1,000,000 NHIC shares as well as a bifurcated embedded derivative for the conversion option. Upon the closing of the Merger, the Convertible Notes automatically converted into 4,408,672 shares of the Company’s common stock and the holders of the 2021 Convertible Notes also received the right to receive 1,000,000 shares of the Company’s common stock, as noted above. Upon the conversion of the Convertible Notes, the carrying value of the debt of $32.8 million, and the related derivative liability of $19.7 million and accrued interest of $0.2 million were derecognized resulting in a loss on extinguishment of debt of $0.9 million recorded in other income (expense). Interest expense for the 2021 Convertible Notes totaled $0 and $1.9 million for the three months ended March 31, 2022 and 2021, respectively. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants. | |
Warrants | 13. Warrants In January 2021, in connection with a Business Development Agreement entered into with Finback Evolv II, LLC (“Finback BDA”), the Company issued a warrant to Finback for the purchase of 2,552,913 shares of common stock at an exercise price of $0.42 per share. The 2021 Finback common stock warrants vest upon meeting certain sales criteria as defined in the agreement and expires in January 2031. The warrants will be accounted for under ASC 718 Compensation – Stock Compensation In connection with the closing of the Merger, the Company assumed the Public Warrants for the purchase of 14,325,000 shares of common stock at an exercise price of $11.50. The Public Warrants are immediately exercisable and expire in July 2026. The Public Warrants are classified as a liability and were recorded at its fair value of $23.6 million on the date of the closing of the Merger with an offset to additional paid-in-capital and is subsequently remeasured to fair value at each reporting date based on the publicly available trading price. The change in fair value of the public warrant liability of $5.6 million and $0 was recognized as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, none of the vested 2021 Finback common stock warrants were exercised. As of March 31, 2022 and December 31, 2021, warrants to purchase the following class of Common stock outstanding consisted of the following in the tables below: March 31, 2022 Contractual Shares Issuable Weighted Term Underlying Equity Balance Sheet Upon Exercise Average Issuance Date (in years) Instrument Classification of Warrant Exercise Price January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,993 $ 11.50 16,877,906 December 31, 2021 Contractual Shares Issuable Weighted Term Underlying Equity Balance Sheet Upon Exercise of Average Issuance Date (in years) Instrument Classification Warrant Exercise Price January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,994 $ 11.50 16,877,907 |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Preferred Stock and Preferred Stock | |
Convertible Preferred Stock and Preferred Stock | 14 . Convertible Preferred Stock Prior to the Merger, Legacy Evolv had issued Series A convertible preferred stock (“Series A Preferred Stock”), Series A-1 convertible preferred stock (“Series A-1 Preferred Stock”), Series B convertible preferred stock (“Series B Preferred Stock”), and Series B-1 convertible preferred stock (“Series B-1 Preferred Stock”), collectively referred to as the “Preferred Stock”. Pursuant to the Merger Agreement, immediately prior to the Merger, each share of Legacy Evolv’s Series A-1, Series B-1, and Series B preferred stock outstanding converted to Legacy Evolv common stock on a 1:1 conversion ratio. Pursuant to the Merger Agreement, immediately prior to the Merger, each share of Legacy Evolv’s Series A preferred stock outstanding converted to Legacy Evolv common stock on a 2:1 conversion ratio. On the closing date of the Merger, each share of Legacy Evolv common stock then issued and outstanding was canceled and the holders thereof in exchange received shares of Evolv Technologies Holdings, Inc. equal to 0.378 shares for each share of Legacy Evolv common stock. As of December 31, 2021, the Company has no preferred stock outstanding as all convertible preferred stock converted to common stock upon closing of the Merger. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock | |
Common Stock | 15. Common Stock As of March 31, 2022 and December 31, 2021, the Company had reserved 74,863,862 and 76,008,377 shares, respectively, of common stock for the conversion of the outstanding Preferred Stock, exercise of outstanding stock options, granting of awards under the Company’s 2021 Equity Incentive Plan and 2013 Equity Incentive Plan (see Note 16) and the exercise of outstanding warrants (see Note 13). |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 16. Stock-Based Compensation 2021 Equity Incentive Plan As of March 31, 2022 and December 31, 2021, shares of common stock that may be issued under the 2021 Plan were 21,177,295. As of March 31, 2022 and December 31, 2021, 11,938,665 and 19,511,916 shares remained available for future grant under the 2021 Plan. Shares that are expired, forfeited, canceled or otherwise terminated without having been fully exercised will be available for future grant under the 2021 Plan. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for future grants. During the three months ended March 31, 2022, the Company granted 2,262,925 options. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.6 % 0.5 % Expected term (in years) 6.1 4.6 Expected volatility 75.0 % 23.9 % Expected dividend yield 0.0 % 0.0 % The following tables summarize the Company’s stock option activity since December 31, 2021 (in thousands, except for share and per share data): Weighted Weighted Average Number of Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value (in years) Outstanding as of December 31, 2021 20,769,130 $ 0.39 Granted 2,262,925 2.32 Exercised (499,767) 0.42 Forfeited (567,979) 0.42 Outstanding as of March 31, 2022 21,964,309 0.59 7.70 $ 45,207 Vested and expected to vest as of March 31, 2022 21,964,309 $ 0.59 7.70 $ 45,207 Options exercisable as of March 31, 2022 12,025,749 $ 0.38 6.77 $ 27,356 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. Restricted Stock Units The following table summarizes the Company’s restricted stock units activity since December 31, 2021: Number of Grant Date Fair Shares Value Outstanding as of December 31, 2021 1,951,924 $ 6.76 Granted 4,425,142 3.50 Vested (80,044) 7.95 Canceled (46,020) 5.92 Outstanding as of March 31, 2022 6,251,002 $ 4.44 During the three months ended March 31, 2022, the Company issued 4,425,142 shares of restricted stock units with an aggregate grant-date fair value of $15.5 million under the 2021 Plan. The terms of the RSU’s under the 2021 Plan allow for the following vesting periods, which are determined on an individual basis on the date of grant: (A) The restricted stock units will vest over four years from the Vesting Commencement Date, with 25% of the restricted stock units vesting on the first anniversary of the Vesting Commencement Date and the remaining restricted stock units vesting quarterly thereafter over the remaining three years, subject to the individual remaining a Service Provider (as defined in the 2021 Plan) through the applicable vesting date. (B) The restricted stock units will vest over three years from the Vesting Commencement Date, with one (C) The restricted stock units will vest over one year from the Vesting Commencement Date, with the full amount vesting on the first anniversary of the Vesting Commencement Date, subject to the individual remaining a Service Provider (as defined in the 2021 Plan) through the applicable vesting date. Performance Stock Units The following table summarizes the Company’s performance stock units activity since December 31, 2021: Number of Grant Date Fair Shares Value Outstanding as of December 31, 2021 — $ — Granted 934,000 2.65 Vested — — Canceled — — Outstanding as of March 31, 2022 934,000 $ 2.65 During the three months ended March 31, 2022, the Company issued 934,000 shares of with an aggregate grant-date fair value of $2.5 million under the 2021 Plan. Based upon the terms of the award agreements, 50% of the applicable units shall vest on January 1, 2023, provided that the Company has achieved its annual bookings goal for fiscal year 2022; and the remaining 50% of the units shall vest on January 1, 2024 if and only if the 2022 fiscal year bookings goal was achieved and subject to the grantee’s continued service through the applicable vesting date. 2021 Employee Stock Purchase Plan As of March 31, 2022 and December 31, 2021, 3,435,748 shares of the Company’s common stock were available for future issuance. The Company’s Board of Directors may from time to time grant or provide for the grant to eligible employees of options to purchase common stock under the 2021 Employee Stock Purchase Plan during a specific offering period. As of March 31, 2022, no offerings have been approved. Warrants to Non-Employee Service Provider In January 2021, in connection with a Business Development Agreement entered into with Finback Evolv II, LLC, the Company issued a warrant to Finback for the purchase of 2,552,913 shares of common stock at an exercise price of $0.42 per share. The 2021 Finback common stock warrants vest upon meeting certain sales criteria as defined in the agreement and expires in January 2031. The warrants will be accounted for under ASC 718 Compensation – Stock Compensation The Company utilized a Black-Scholes pricing model to determine the grant-date fair value of the 2021 Finback common stock warrants granted. The assumptions used are presented in the following table: Warrants - Black Scholes Risk-free interest rate 0.4 % Expected term (in years) 3.00 Expected volatility 23.9 % Expected dividend yield 0.0 % On the date of issuance, the total value of the 2021 Finback common stock warrants were valued as $19.5 million. As of March 31, 2022, 341,094 shares of the 2021 Finback common stock warrants were exercisable at a total aggregate intrinsic value of $2.6 million. The remaining 2,211,819 shares of the 2021 Finback common stock warrants are unvested and have a total aggregate intrinsic value of $16.9 million. As of March 31, 2022, none of the 2021 Finback common stock warrants were exercised. The Company will recognize compensation expense for the 2021 Finback common stock warrants when the warrants become vested based on meeting the certain sales criteria. During the three months ended March 31, 2022 and 2021, the Company recorded $0.4 million and $0.8 million, respectively, of stock-based compensation expense within sales and marketing expense for the 2021 Finback common stock warrants. Stock-Based Compensation Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 60 $ 5 Sales and marketing 2,770 933 General and administrative 1,787 94 Research and development 573 50 Total stock-based compensation expense $ 5,190 $ 1,082 Stock-based compensation expense was classified by award type in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Stock options $ 242 $ 203 Earn-out shares 2,699 — Warrants 436 807 Restricted stock units 1,813 72 Total stock-based compensation expense $ 5,190 $ 1,082 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | |
Income Taxes | 17. Income Taxes During the three months ended March 31, 2022 and 2021, the Company did not record income tax provisions or income tax benefits due to the net loss before income taxes expected to be incurred for the year ending December 31, 2022, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets, and the net loss before income taxes incurred for the year ended December 31, 2021. The Company’s tax provision and the resulting effective tax rate for interim periods is determined based upon its estimated annual effective tax rate (“AETR”), adjusted for the effect of discrete items arising in that quarter. The impact of such inclusions could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus annual projections. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss per Share | |
Net Loss per share | 18. Net Loss per Share Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts): Three Months Ended March 31, 2022 2021 Numerator: Net loss – basic and diluted $ (14,551) $ (13,755) Denominator: Weighted average common shares outstanding — basic and diluted 142,878,406 10,443,323 Net loss - basic and diluted $ (0.10) $ (1.32) The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: Three Months Ended March 31, 2022 2021 Options issued and outstanding 21,964,309 23,651,872 Public Warrants to purchase common stock 14,324,993 — Convertible preferred stock (as converted to common stock) — 80,833,007 Warrants to purchase preferred stock (as converted to warrants to purchase common stock) — 1,014,963 Warrants to purchase common stock — 922,297 Warrants to purchase common stock (Finback)** 2,552,913 2,552,913 Unvested restricted stock units 6,251,002 289,047 Unvested performance stock units 934,000 — Earn-out shares** 15,000,000 — Contingently issuable common stock** 1,897,500 — Convertible notes (as converted to common stock)* — 4,101,960 62,924,717 113,366,059 * Conversion feature is only triggered upon the closing of a Qualified Financing Event. ** Issuance of Earn-out shares, Contingently issuable common stock and Finback warrants are contingent upon the satisfaction of certain conditions, which were not satisfied by the end of the period. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 19. Related Party Transactions Nonrecourse Promissory Note with Officer In August 2020, the Company entered into a $0.4 million promissory note with an officer with the proceeds being used to exercise options for 1,469,366 shares of common stock at a price of $0.24 per share. The promissory note bore interest at the Wall Street Journal Prime Rate and was secured by the underlying shares of common stock that were issued upon the exercise of the stock options. The promissory note was treated as nonrecourse as the loan was only secured by the common stock issued from the exercise of the stock options. As such, (i) the underlying stock option grant was still considered to be outstanding and the shares of common stock were not considered issued and outstanding for accounting purposes until the loan was repaid in full or otherwise forgiven and (ii) no receivable was recorded for the promissory note on the Company’s condensed consolidated balance sheets. As such, the promissory note effectively extended the maturity date of the option grant for the life of the loan, this change is treated as a stock option modification. The incremental fair value from the stock option modification was deemed immaterial. The interest on this nonrecourse loan is also considered nonrecourse. As the Company has no intent to collect interest, no accrued interest was recorded. In June 2021, the Company agreed to repurchase 43,665 shares of common stock valued at $8.05 per share of common stock held by the officer of the Company. In exchange for the repurchase of the common stock by the Company, the $0.4 million promissory note held by the officer was considered repaid in full. Business Development Agreement with Finback In March 2021, the Company granted a warrant exercisable for 2,552,913 shares of common stock to Finback, a consulting group who is an affiliate of one of the Company’s shareholders, with performance-based vesting conditions which vest upon certain sales being met under a Business Development agreement which has a term of three years. During the three months ended March 31, 2022 and 2021, the Company recorded $0.4 million and $0.8 million, respectively, of stock-based compensation expense within sales and marketing expense for the 2021 Finback common stock warrants. In connection with the Merger and pursuant to the Merger Agreement, Finback is entitled to receive a proportional share of earn-out shares as an earn-out service provider, based upon the remaining unvested warrants as of the Merger Date. As of March 31, 2022 Finback can earn 280,410 earn-out shares subject to stock-based compensation, based on the achievement of certain milestones. During the three months ended March 31, 2022 and 2021, the Company recorded $1.5 million and $0, respectively, of stock-based compensation expense within sales and marketing expense for the earn-out shares allocated to Finback. Original Equipment Manufacturer Partnership Agreement with Motorola In December 2020, the Company entered into an original equipment manufacturer partnership agreement (the “Distribution Agreement”) with Motorola, an investor in the Company. In June 2021, the partnership agreement was amended by the Amended and Restated Distribution Agreement (the “Amended and Restated Distribution Agreement”). Motorola sells Motorola-branded premium products based on the Evolv Express platform through their worldwide network of over 2,000 resellers and integration partners, and has integrated the Evolv Express platform with Motorola products. During the three months ended March 31, 2022 and 2021, revenue from Motorola’s distributor services was $0.8 million and $0, respectively. As of March 31, 2022 and December 31, 2021, accounts receivable related to Motorola’s distributor services was $1.6 million and $1.2 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 20. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its Board of Directors and certain of its executive officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their role, status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of March 31, 2022 or December 31, 2021. Legal Proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses the costs related to such legal proceedings as incurred. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Significant Accounting Policies | |
Leases as a Lessee | Leases as a Lessee Prior to January 1, 2022, the Company accounted for leases in accordance with ASC 840, Leases Effective on January 1, 2022, the Company accounts for leases in accordance with ASC 842, Leases A right-of-use asset represents the economic benefit conveyed to the Company by the right to use the underlying asset over the lease term. A lease liability represents the obligation to make lease payments arising from the use of the asset over the lease term. Lease liabilities are measured at lease commencement and calculated as the present value of the future lease payments in the contract using the rate implicit in the contract, when available. If an implicit rate is not readily determinable, the Company uses an incremental borrowing rate measured as the rate at which the Company could borrow, on a fully collateralized basis, a commensurate loan in the same currency over a period consistent with the lease term at the commencement date. Right-of-use assets are measured as the amount of the initial lease liability plus initial direct costs and prepaid lease payments, less lease incentives granted by the lessor. The lease term is measured as the noncancelable period in the contract, adjusted for any options to extend or terminate when it is reasonably certain the Company will extend the lease term via such options based on an assessment of economic factors present as of the lease commencement date. The Company elected the practical expedient to not recognize leases with a lease term of twelve months or less. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected the practical expedient to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. The Company’s operating leases are presented in the condensed consolidated balance sheet as operating lease right-of-use assets, classified as noncurrent assets, and operating lease liabilities, classified as current and noncurrent liabilities. Operating lease expense is recognized on a straight-line basis over the lease term. Variable costs associated with a lease, such as maintenance and utilities, are not included in the measurement of the lease liabilities and right-of-use assets but rather are expensed when the events determining the amount of variable consideration to be paid have occurred. |
Subscription Revenue - Leases as Lessor | Subscription Revenue - Leases as Lessor In addition to selling our products directly to customers, we also derive revenue from leasing our equipment, which we classify as subscription revenue. Lease terms are typically four years , do not include options to extend, terminate or to purchase the underlying asset, and customers generally pay either a quarterly or annual fixed payment for the lease and maintenance elements over the contractual lease term. Equipment leases are generally classified as operating leases as they do not meet any of the sales-type lease criteria per ASC 842 and recognized ratably over the duration of the lease. There are no variable lease payments as a part of these arrangements. The accounting provisions we use to classify transactions as sales-type are: (i) whether the lease transfers ownership of the equipment by the end of the lease term, (ii) whether the lease grants the customer an option to purchase the equipment and the customer is reasonably certain to do so, (iii) whether the lease term is for the major part of the economic life of the underlying equipment, (iv ) whether the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease the lease term. Leasing arrangements meeting any of these conditions are accounted for as sales-type leases and revenue attributable to the lease component is recognized in a manner consistent with the equipment sales and the related equipment is derecognized with the associated expense presented as a cost of revenue. Leasing arrangements that do not meet the criteria for classification as a sales-type lease will be accounted for as a direct-financing lease if the following two conditions are met: (i) the present value of the lease payments, and any residual value guaranteed by the customer that is not already reflected in the lease payments and any other third party unrelated to the Company, is equal to or greater than substantially all of the fair market value of the equipment at the commencement of the lease, and (ii) it is probable that the Company will collect the lease payments and amounts necessary to satisfy a residual value guarantee. Leasing arrangements that do not meet any of the sales-type lease classification criteria are accounted for as operating leases and revenue is recognized straight-line over the term of the lease. The Company considers the economic life of most of our products to be seven years . The Company believes seven years is representative of the period during which the equipment is expected to be economically usable by one or more users, with normal service, for the purpose for which it is intended. The unguaranteed residual value is estimated to be the value at the end of the lease term based on the anticipated fair market value of the units. The Company mitigates residual value risk of our leased equipment by performing regular management and maintenance, as necessary. Generally, lease arrangements include both lease and non-lease components. The lease component relates to the customer’s right-to-use the equipment over the lease term. The non-lease components relate to (1) distinct services, such as SaaS and maintenance, (2) any add-on accessories, and (3) installation and training. Installation and training are included in service revenue as described below, and add-on accessories are included in product revenue. Because the equipment, SaaS, and maintenance components of a subscription arrangement are recognized as revenue over the same time period and in the same pattern, the Company elected the practical expedient We exclude from variable payments all lessor costs that are explicitly required to be paid directly by a lessee on behalf of the lessor to a third party. Revenue related to leases entered into with related parties were $0.1 million during the three months ended March 31, 2022. Installation and training are generally billed to the lessee as part of the lease contract billing, according to various contractual terms. The installation and training costs incurred by the Company are accounted for as a fulfillment cost and are included in the cost of services revenue in the condensed consolidated statements of operations and comprehensive loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted. The Company utilized this transition option whereby financial information for prior periods presented before the ASC 842 effective date will not be updated. In November 2019, the FASB issued ASU 2019-10 deferring the effective date for private entities (also applicable for public companies that qualify as emerging growth companies) for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. In June 2020, the FASB issued ASU 2020-05 which further defers the effective date for private entities for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company adopted this guidance effective January 1, 2022. ASC 842 provides several optional practical expedients in transition. The Company applied the ‘package of practical expedients’ which allow the Company to not reassess whether existing or expired arrangements contain a lease, the lease classification of existing or expired leases, or whether previous initial direct costs would qualify for capitalization under ASC 842. The adoption of ASC 842 resulted in the recognition of operating lease liabilities of $3.0 million and operating right-of-use assets of $2.5 million, along with the write-off of certain deferred rent balances of $0.5 million within the Company’s condensed consolidated balance sheets as of January 1, 2022. The adoption did not have a significant impact on the Company’s condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows. In December 2019, the FASB issued ASU 2019 12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (1) irrevocably elects to “opt out” of such extended transition period or (2) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326) In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |
Out Of Period Adjustments | Out-of-Period Adjustment During the three months ended March 31, 2022, the Company recorded an immaterial out-of-period adjustment that resulted in a $1.0 million increase of stock-based compensation expense within sales and marketing expense in the condensed statements of operations and comprehensive loss, a $1.0 million increase to change in fair value of contingent earn-out liability in the condensed statements of operations and comprehensive loss, a $0.5 million decrease to additional paid-in capital in the condensed balance sheets, and a $0.5 million increase to contingent earn-out liability in the condensed balance sheets. The out-of-period adjustment related to an error in the Company’s accounting for the contingent earn-out liability for the third and fourth quarters of fiscal year 2021. The Company has determined the adjustment is not material to the current period or any previously issued financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values (in thousands): Fair Value Measurements at March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 257,555 $ — $ — $ 257,555 $ 257,555 $ — $ — $ 257,555 Liabilities: Contingent earn-out liability $ — $ — $ 18,128 $ 18,128 Contingently issuable common stock liability — — 3,792 3,792 Public Warrant liability — — 5,444 5,444 $ — $ — $ 27,364 $ 27,364 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 297,536 $ — $ — $ 297,536 $ 297,536 $ — $ — $ 297,536 Liabilities: Contingent earn-out liability $ — $ — $ 20,809 $ 20,809 Contingently issuable common stock liability — — 5,264 5,264 Public Warrant liability — — 11,030 11,030 $ — $ — $ 37,103 $ 37,103 |
Contingent Earn-Out Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of contingent earn-out liability | The following table provides a rollforward of the contingent earn-out liability (in thousands): Balance at December 31, 2021 $ 20,809 Change in fair value (4,226) Out-of-period adjustment 1,545 Balance at March 31, 2022 $ 18,128 |
Contingently Issuable Common Stock Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of common stock warrant liability | The following table provides a rollforward of the contingently issuable common shares (in thousands): Balance at December 31, 2021 $ 5,264 Change in fair value (1,472) Balance at March 31, 2022 $ 3,792 |
Public Warrant Liability. | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of common stock warrant liability | The following table provides a rollforward of the public warrant liability (in thousands): Balance at December 31, 2021 $ 11,030 Change in fair value (5,586) Balance at March 31, 2022 $ 5,444 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition | |
Schedule of estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied | Less than 1 year Greater than 1 year Total Product revenue $ 166 $ 39 $ 205 Subscription revenue 12,784 29,041 41,825 Service revenue 6 — 6 Maintenance revenue 2,415 6,086 8,501 Total revenue $ 15,371 $ 35,166 $ 50,537 |
Schedule of minimum future leases is based on expected income | The amount of minimum future leases is based on expected income recognition. As of March 31, 2022, future minimum payments on noncancelable leases are as follows (in thousands): Future operating lease component: Year Ending December 31: 2022 (nine months remaining) $ 9,677 2023 12,330 2024 11,137 2025 7,438 2026 1,131 Thereafter 112 $ 41,825 |
Schedule of rollforward of deferred revenue | The following table provides a rollforward of deferred revenue (in thousands): Balance at December 31, 2021 $ 9,165 Revenue recognized (6,409) Revenue deferred 9,194 Balance at March 31, 2022 $ 11,950 |
Schedule of components of lease revenue | The following table presents the Company’s components of lease revenue (in thousands): Three Months Ended March 31, 2022 2021 Revenue from sales-type leases $ 1,312 $ — Interest income on lease receivables 190 — Lease income - operating leases 3,020 1,300 Total lease revenue $ 4,522 $ 1,300 |
Disaggregated Revenue | Three Months Ended March 31, 2022 2021 Product revenue 5,194 2,502 Leased equipment 3,020 1,300 SaaS and Maintenance revenue 353 132 Professional services revenue 148 65 Total revenue $ 8,715 $ 3,999 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases | |
Summary of the lease costs recognized | Operating lease cost $ 245 |
Supplemental disclosure of cash flow information | Cash paid for amounts included in the measurement of lease liabilities $ 278 |
Schedule of weighted average lease term and discount rate | Weighted average remaining lease term (in years) 2.6 Weighted average discount rate 6.95 % |
Summary of future annual lease payments under non-cancelable operating leases (842) | Year Ended December 31: 2022 (remaining nine months) $ 838 2023 1,149 2024 982 Total future lease payments $ 2,969 Less: imputed interest (246) Present value of operating lease liability $ 2,723 |
Summary of future annual lease payments under non-cancelable operating leases (840) | Year Ended December 31: 2022 $ 1,116 2023 1,150 2024 981 Total $ 3,247 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounts Receivable | |
Summary of changes in allowance for doubtful accounts | Allowance for Doubtful Accounts Balance at December 31, 2021 $ (50) Provisions — Write-offs, net of recoveries — Balance at March 31, 2022 $ (50) |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory | |
Summary of inventory | Inventory consisted of the following (in thousands): March 31, December 31, 2022 2021 Raw materials $ 1,172 $ 1,050 Finished goods 6,009 4,090 Total $ 7,181 $ 5,140 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid expenses and other current assets | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, 2022 2021 Prepaid deposits $ 13,479 $ 7,591 Prepaid insurance 1,625 2,803 Prepaid subscriptions 625 411 Other 1,523 242 Total $ 17,252 $ 11,047 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2022 2021 Computers and telecom equipment $ 329 $ 40 Lab equipment 568 568 Purchased software 59 — Furniture and fixtures 37 37 Leasehold improvements 538 491 Leased equipment 24,217 21,100 Internal-use software 1,820 1,029 Sales demo equipment 2,149 1,938 29,717 25,203 Less: Accumulated depreciation and amortization (4,435) (3,611) $ 25,282 $ 21,592 |
Schedule of leased equipment and the related accumulated depreciation | Leased equipment and the related accumulated depreciation were as follows (in thousands): March 31, December 31, 2022 2021 Leased equipment $ 24,217 $ 21,100 Accumulated depreciation (3,390) (2,761) Leased equipment, net $ 20,827 $ 18,339 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): March 31, December 31, 2022 2021 Accrued employee compensation and benefits expense $ 2,198 $ 5,536 Accrued professional services and consulting 1,438 1,441 Accrued sales tax 1,213 1,091 Accrued marketing 521 — Accrued property tax 472 — Accrued interest 48 64 Other 1,228 1,051 Total $ 7,118 $ 9,183 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt | |
Summary of components of long-term debt | The components of the Company’s long-term debt consisted of the following (in thousands): March 31, December 31, 2022 2021 Term loans payable $ 10,000 $ 10,000 Less: Unamortized discount (50) (55) 9,950 9,945 Less: Current portion of long-term debt 3,000 2,000 Long-term debt, net of discount $ 6,950 $ 7,945 |
Summary of future principal payments on long-term debt | As of March 31, 2022, future principal payments on long-term debt are as follows (in thousands): Year Ending December 31, 2022 (remaining nine months) $ 2,000 2023 4,000 2024 4,000 $ 10,000 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants. | |
Summary of warrants to purchase the classes of Preferred Stock and Common Stock outstanding | March 31, 2022 Contractual Shares Issuable Weighted Term Underlying Equity Balance Sheet Upon Exercise Average Issuance Date (in years) Instrument Classification of Warrant Exercise Price January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,993 $ 11.50 16,877,906 December 31, 2021 Contractual Shares Issuable Weighted Term Underlying Equity Balance Sheet Upon Exercise of Average Issuance Date (in years) Instrument Classification Warrant Exercise Price January 13, 2021 10 Common stock Equity 2,552,913 $ 0.42 July 16, 2021 5 Common stock Liability 14,324,994 $ 11.50 16,877,907 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation | |
Schedule of fair value weighted-average assumptions | Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.6 % 0.5 % Expected term (in years) 6.1 4.6 Expected volatility 75.0 % 23.9 % Expected dividend yield 0.0 % 0.0 % |
Summary of stock option activity | The following tables summarize the Company’s stock option activity since December 31, 2021 (in thousands, except for share and per share data): Weighted Weighted Average Number of Average Remaining Aggregate Shares Exercise Price Contractual Term Intrinsic Value (in years) Outstanding as of December 31, 2021 20,769,130 $ 0.39 Granted 2,262,925 2.32 Exercised (499,767) 0.42 Forfeited (567,979) 0.42 Outstanding as of March 31, 2022 21,964,309 0.59 7.70 $ 45,207 Vested and expected to vest as of March 31, 2022 21,964,309 $ 0.59 7.70 $ 45,207 Options exercisable as of March 31, 2022 12,025,749 $ 0.38 6.77 $ 27,356 |
Summary of restricted stock units activity | Number of Grant Date Fair Shares Value Outstanding as of December 31, 2021 1,951,924 $ 6.76 Granted 4,425,142 3.50 Vested (80,044) 7.95 Canceled (46,020) 5.92 Outstanding as of March 31, 2022 6,251,002 $ 4.44 |
Summary of performance stock units activity | Number of Grant Date Fair Shares Value Outstanding as of December 31, 2021 — $ — Granted 934,000 2.65 Vested — — Canceled — — Outstanding as of March 31, 2022 934,000 $ 2.65 |
Schedule of fair value measurements of common stock warrants granted | Warrants - Black Scholes Risk-free interest rate 0.4 % Expected term (in years) 3.00 Expected volatility 23.9 % Expected dividend yield 0.0 % |
Schedule of allocation of share based compensation expense | Stock-based compensation expense was classified in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue $ 60 $ 5 Sales and marketing 2,770 933 General and administrative 1,787 94 Research and development 573 50 Total stock-based compensation expense $ 5,190 $ 1,082 |
Schedule of stock-based compensation expense | Stock-based compensation expense was classified by award type in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three Months Ended March 31, 2022 2021 Stock options $ 242 $ 203 Earn-out shares 2,699 — Warrants 436 807 Restricted stock units 1,813 72 Total stock-based compensation expense $ 5,190 $ 1,082 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss per Share | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Three Months Ended March 31, 2022 2021 Numerator: Net loss – basic and diluted $ (14,551) $ (13,755) Denominator: Weighted average common shares outstanding — basic and diluted 142,878,406 10,443,323 Net loss - basic and diluted $ (0.10) $ (1.32) |
Schedule of potential common shares excluded from the computation of diluted net loss per share | Three Months Ended March 31, 2022 2021 Options issued and outstanding 21,964,309 23,651,872 Public Warrants to purchase common stock 14,324,993 — Convertible preferred stock (as converted to common stock) — 80,833,007 Warrants to purchase preferred stock (as converted to warrants to purchase common stock) — 1,014,963 Warrants to purchase common stock — 922,297 Warrants to purchase common stock (Finback)** 2,552,913 2,552,913 Unvested restricted stock units 6,251,002 289,047 Unvested performance stock units 934,000 — Earn-out shares** 15,000,000 — Contingently issuable common stock** 1,897,500 — Convertible notes (as converted to common stock)* — 4,101,960 62,924,717 113,366,059 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Lease term | 4 years | ||
Economic life of product | 7 years | ||
Related part leases | $ 100 | ||
Immaterial Error Correction | During the three months ended March 31, 2022, the Company recorded an immaterial out-of-period adjustment that resulted in a $1.0 million increase of stock-based compensation expense within sales and marketing expense in the condensed statements of operations and comprehensive loss, a $1.0 million increase to change in fair value of contingent earn-out liability in the condensed statements of operations and comprehensive loss, a $0.5 million decrease to additional paid-in capital in the condensed balance sheets, and a $0.5 million increase to contingent earn-out liability in the condensed balance sheets. The out-of-period adjustment related to an error in the Company’s accounting for the contingent earn-out liability for the third and fourth quarters of fiscal year 2021. The Company has determined the adjustment is not material to the current period or any previously issued financial statements | ||
Stock-based compensation | $ 5,190 | $ 1,082 | |
Change in fair value of contingent earn-out liability | 4,226 | ||
Additional paid-in capital | 399,424 | $ 395,563 | |
Contingent earn-out liability | 18,128 | $ 20,809 | |
Revision of Prior Period, Adjustment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Stock-based compensation | 1,000 | ||
Change in fair value of contingent earn-out liability | 1,000 | ||
Additional paid-in capital | (500) | ||
Contingent earn-out liability | $ 500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Recently Adopted and Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Capitalized cost related to internal-use software | $ 25,282 | $ 21,592 | |
Operating lease liabilities | 2,723 | ||
Operating right-of-use assets | $ 2,287 | ||
Adoption of ASU 2018-07 and ASU 2019-08 (Note 1) | Accounting Standards Update 2016-02 | |||
Operating lease liabilities | $ 3,000 | ||
Operating right-of-use assets | 2,500 | ||
Deferred rent written off | $ 500 |
Merger with NHIC and Related _2
Merger with NHIC and Related Transactions (Details) | Jul. 16, 2021USD ($)$ / sharesshares | Aug. 04, 2020shares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Business Acquisition [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number Of Shares Issued For Each Unit Of Common Stock | 1 | |||
Number of warrants issued for each unit | 0.5 | |||
Issuance of common stock in connection with the closing of the Merger (in shares) | 10,391,513 | |||
Earn-out shares issuable upon achieving certain milestones | 15,000,000 | |||
Shares cancelled | 567,979 | |||
Number of stock options outstanding | 21,964,309 | 20,769,130 | ||
Common stock, issued | 143,322,036 | 142,745,021 | ||
Common stock, outstanding | 143,322,036 | 142,745,021 | ||
Warrants to purchase shares of common stock | 16,877,906 | 16,877,907 | ||
NewHold Investment Corp | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ | $ 0 | |||
Number of shares | 94,192,534 | |||
Exchange ratio | 0.378 | |||
Shares cancelled | 57,938,375 | |||
Number of stock options outstanding | 21,891,254 | |||
Gross proceeds received from Merger | $ | $ 84,900,000 | |||
Percentage owned by shareholders | 92.70% | |||
NewHold Investment Corp | New Hold Investment Corporation, Inc | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage | 7.30% | |||
Subscription Agreements | ||||
Business Acquisition [Line Items] | ||||
Received gross proceeds from PIPE investment | $ | $ 300,000,000 | |||
Issuance of common stock in connection with the consummation of the PIPE Investment (in shares) | 30,000,000 | |||
Purchase price of share | $ / shares | $ 10 | |||
Series A-1 Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Common Stock Issuable Upon Conversion of Temporary Equity | 24,359,107 | |||
Conversion ratio | 1 | |||
Series A Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Common Stock Issuable Upon Conversion of Temporary Equity | 3,484,240 | |||
Conversion ratio | 2 | 2 | ||
Series B-1 Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Common Stock Issuable Upon Conversion of Temporary Equity | 34,129,398 | |||
Conversion ratio | 1 | |||
Series B Preferred Stock | ||||
Business Acquisition [Line Items] | ||||
Common Stock Issuable Upon Conversion of Temporary Equity | 15,367,312 | |||
Conversion ratio | 1 | 1 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value On Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets measured at fair value | $ 257,555 | $ 297,536 |
Liabilities: | ||
Liabilities of fair value | 27,364 | 37,103 |
Contingent Earn-Out Liability | ||
Liabilities: | ||
Liabilities of fair value | 18,128 | 20,809 |
Contingently Issuable Common Stock Liability | ||
Liabilities: | ||
Liabilities of fair value | 3,792 | 5,264 |
Public Warrant Liability. | ||
Liabilities: | ||
Liabilities of fair value | 5,444 | 11,030 |
Money market funds | ||
Assets: | ||
Total assets measured at fair value | 257,555 | 297,536 |
Level 1 | ||
Assets: | ||
Total assets measured at fair value | 257,555 | 297,536 |
Level 1 | Money market funds | ||
Assets: | ||
Total assets measured at fair value | 257,555 | 297,536 |
Level 3 | ||
Liabilities: | ||
Liabilities of fair value | 27,364 | 37,103 |
Level 3 | Contingent Earn-Out Liability | ||
Liabilities: | ||
Liabilities of fair value | 18,128 | 20,809 |
Level 3 | Contingently Issuable Common Stock Liability | ||
Liabilities: | ||
Liabilities of fair value | 3,792 | 5,264 |
Level 3 | Public Warrant Liability. | ||
Liabilities: | ||
Liabilities of fair value | $ 5,444 | $ 11,030 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contingent Earn-Out Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | $ 20,809 |
Change in fair value | (4,226) |
Other adjustments | 1,545 |
Balance at ending | 18,128 |
Contingently Issuable Common Stock Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | 5,264 |
Change in fair value | (1,472) |
Balance at ending | 3,792 |
Public Warrant Liability. | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | 11,030 |
Change in fair value | (5,586) |
Balance at ending | $ 5,444 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jul. 16, 2021 | Jul. 15, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value assets of transfer level 1 to level 2 | $ 0 | $ 0 | |||
Fair value assets of transfer level 2 to level 1 | 0 | 0 | |||
Fair value assets of transfer level 1 to level 3 | 0 | 0 | |||
Fair value liabilities of transfer level 1 to level 2 | 0 | 0 | |||
Fair value liabilities of transfer level 2 to level 1 | 0 | 0 | |||
Fair value liabilities of transfer level 1 to level 3 | 0 | 0 | |||
Valuation of Embedded Derivative Liability | |||||
Impairment of property and equipment | 96,000 | 0 | |||
Fair Value Adjustment Of Derivative Liability | $ 1,425,000 | ||||
Inventory Write-down | 324,000 | ||||
Contingent Earn-Out Liability | |||||
Valuation of Embedded Derivative Liability | |||||
Expected dividend yield | $ 0 | ||||
Contingent Earn-Out Liability | Drift rate | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent consideration, measurement input | 2.40% | 1.20% | |||
Contingent Earn-Out Liability | Change in control | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent consideration, measurement input | 25.00% | 25.00% | |||
Contingent Earn-Out Liability | Expected volatility | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent consideration, measurement input | 92.50% | 55.00% | |||
Contingent Earn-Out Liability | Expected term (in years) | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent Consideration Term | 4 years 3 months 18 days | 4 years 6 months | |||
Contingently Issuable Common Stock Liability | |||||
Valuation of Embedded Derivative Liability | |||||
Prior to the merger common stock | 517,500 | 4,312,500 | |||
Shares vested | 1,897,500 | ||||
Expected dividend yield | $ 0 | ||||
Outstanding shares expected to vest | 1,897,500 | ||||
Contingently Issuable Common Stock Liability | Drift rate | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent consideration, measurement input | 2.40% | 1.20% | |||
Contingently Issuable Common Stock Liability | Change in control | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent consideration, measurement input | 25.00% | 25.00% | |||
Contingently Issuable Common Stock Liability | Expected volatility | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent consideration, measurement input | 92.50% | 55.00% | |||
Contingently Issuable Common Stock Liability | Expected term (in years) | |||||
Valuation of Embedded Derivative Liability | |||||
Contingent Consideration Term | 4 years 3 months 18 days | 4 years 6 months |
Revenue Recognition - Performan
Revenue Recognition - Performance obligation (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | $ 50,537 |
Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 15,371 |
Greater tan 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 35,166 |
Product revenue | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 205 |
Product revenue | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 166 |
Product revenue | Greater tan 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 39 |
Subscription revenue. | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 41,825 |
Subscription revenue. | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 12,784 |
Subscription revenue. | Greater tan 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 29,041 |
Service revenue. | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 6 |
Service revenue. | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 6 |
Maintenance revenue | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 8,501 |
Maintenance revenue | Less than 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | 2,415 |
Maintenance revenue | Greater tan 1 year | |
Disaggregation of Revenue [Line Items] | |
Remaining Performance Obligations | $ 6,086 |
Revenue Recognition - Minimum f
Revenue Recognition - Minimum future lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Revenue Recognition | |
2022 (nine months remaining) | $ 9,677 |
2023 | 12,330 |
2024 | 11,137 |
2025 | 7,438 |
2026 | 1,131 |
Thereafter | 112 |
Total | $ 41,825 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue Recognition | |||
Current portion of contract assets | $ 1,448 | $ 1,459 | |
Contract assets, noncurrent | 3,321 | $ 3,418 | |
Recognition of revenue that was previously included in the deferred revenue balance | $ 2,500 | $ 900 |
Revenue Recognition - Roll forw
Revenue Recognition - Roll forward of deferred revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Revenue Recognition | |
Balance at December 31, 2021 | $ 9,165 |
Revenue recognized | (6,409) |
Revenue deferred | 9,194 |
Balance at March 31, 2022 | $ 11,950 |
Revenue Recognition - Component
Revenue Recognition - Components of lease revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue Recognition | ||
Revenue from sales-type leases | $ 1,312 | |
Interest income on lease receivables | 190 | |
Subscription revenue | 3,020 | $ 1,300 |
Total lease revenue | $ 4,522 | $ 1,300 |
Revenue Recognition - Contrac_2
Revenue Recognition - Contract acquisition cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Capitalized Contract Cost [Line Items] | |||
Deferred assets, commission | $ 5,700 | $ 5,400 | |
Amortized commissions | 100 | $ 300 | |
General and administrative | $ 11,093 | $ 2,899 | |
Give Evolv LLC | |||
Capitalized Contract Cost [Line Items] | |||
Number shares acquired | 517,500 | ||
General and administrative | $ 200 | ||
Number of units donated | 3 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 8,715 | $ 3,999 |
Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,194 | 2,502 |
Leased Equipment | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,020 | 1,300 |
SaaS and Maintenance Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 353 | 132 |
Professional Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 148 | $ 65 |
Leases - Narratives (Details)
Leases - Narratives (Details) $ in Millions | 1 Months Ended | |
Apr. 30, 2021USD ($)item | May 01, 2021 | |
Leases | ||
Lease term | 42 months | |
Cash security deposit | $ | $ 0.7 | |
Additional lease extension period | 3 years | |
Written notice period | 9 months | |
Storage space on lease | item | 3 |
Leases - Lease cost (Details)
Leases - Lease cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases | |
Operating lease cost | $ 245 |
Leases - Supplemental cash flow
Leases - Supplemental cash flow information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Leases | |
Cash paid for amounts included in the measurement of lease liabilities | $ 278 |
Weighted average remaining lease term (in years) | 2 years 7 months 6 days |
Weighted average discount rate | 6.95% |
Leases - Future annual lease pa
Leases - Future annual lease payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases | |
2022 (remaining nine months) | $ 838 |
2023 | 1,149 |
2024 | 982 |
Total future lease payments | 2,969 |
Less: imputed interest | (246) |
Operating lease liabilities | $ 2,723 |
Leases - Future annual lease _2
Leases - Future annual lease payments - 840 (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | |
Leases | ||
2022 | $ 1,116 | |
2023 | 1,150 | |
2024 | 981 | |
Total | 3,247 | |
Rent expenses | $ 100 | $ 900 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable | ||
Allowance for doubtful accounts | $ 100 | $ 100 |
Allowance for Doubtful Accounts | ||
Balance at the beginning | (50) | |
Provisions | 0 | |
Write-offs, net of recoveries | 0 | |
Balance at the end | $ (50) |
Inventory - Summary of Inventor
Inventory - Summary of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory | ||
Raw materials | $ 1,172 | $ 1,050 |
Finished goods | 6,009 | 4,090 |
Total | $ 7,181 | $ 5,140 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets | ||
Prepaid deposits | $ 13,479 | $ 7,591 |
Prepaid Insurance | 1,625 | 2,803 |
Prepaid subscriptions | 625 | 411 |
Other | 1,523 | 242 |
Total | $ 17,252 | $ 11,047 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 29,717 | $ 25,203 | |
Less: Accumulated depreciation and amortization | (4,435) | (3,611) | |
Total property, plant and equipment, net | 25,282 | 21,592 | |
Depreciation and amortization expense | 948 | $ 452 | |
Computers and telecom equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 329 | 40 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 568 | 568 | |
Purchased software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 59 | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 37 | 37 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 538 | 491 | |
Leased Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 24,217 | 21,100 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | 1,820 | 1,029 | |
Total property, plant and equipment, net | 1,700 | 1,000 | |
Depreciation and amortization expense | 100 | 0 | |
Sales demo equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property, plant and equipment | $ 2,149 | $ 1,938 |
Property and Equipment, Net - L
Property and Equipment, Net - Leased equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Leased equipment | $ 24,217,000 | $ 21,100,000 | |
Accumulated depreciation | (3,390,000) | (2,761,000) | |
Leased equipment, net | 20,827,000 | 18,339,000 | |
Impairment of property and equipment | 96,000 | $ 0 | |
Leased Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 800,000 | $ 400,000 | |
Property And Equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives | 4 years | ||
Property And Equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Depreciable lives | 7 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Accrued employee compensation and benefits expense | $ 2,198 | $ 5,536 |
Accrued professional services and consulting | 1,438 | 1,441 |
Accrued sales tax | 1,213 | 1,091 |
Accrued marketing | 521 | |
Accrued property tax | 472 | |
Accrued interest | 48 | 64 |
Other | 1,228 | 1,051 |
Total accrued expenses and other current liabilities | $ 7,118 | $ 9,183 |
Long-term Debt - Long-term debt
Long-term Debt - Long-term debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: Unamortized discount | $ (50) | $ (55) |
Long-term debt, Unamortized Discount Net, Total | 9,950 | 9,945 |
Less: Current portion of long-term debt | 3,000 | 2,000 |
Long-term debt, net of discount | 6,950 | 7,945 |
Term loans payable | ||
Debt Instrument [Line Items] | ||
Gross amount of debt | $ 10,000 | $ 10,000 |
Long-term Debt - JPM Credit Agr
Long-term Debt - JPM Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Warrants to purchase shares of common stock | 16,877,906 | 16,877,907 | ||
Unamortized debt discount | $ 50 | $ 55 | ||
JPM Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt | $ 10,000 | |||
Warrants to purchase shares of common stock | 377,837 | |||
Warrants exercise price | $ 0.42 | |||
Fair value of warrants | $ 100 | |||
Debt issuances costs | $ 100 | 100 | ||
Unamortized debt discount | 100 | |||
Interest expense | 100 | $ 200 | ||
Interest rate | 4.50% | |||
Amount drawn | $ 5,400 | |||
Revolving line of credit outstanding | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000 | |||
Wall Street Journal Prime Rate | JPM Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.25% | |||
Maximum | JPM Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Amortization of the debt discount | $ 100 | $ 100 | ||
Interest rate | 5.50% | 5.75% | ||
Maximum | Wall Street Journal Prime Rate | JPM Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.25% |
Long-term Debt - Future princip
Long-term Debt - Future principal payments (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Future principal payments on long-term debt | |
2022 (remaining nine months) | $ 2,000 |
2023 | 4,000 |
2024 | 4,000 |
Total | $ 10,000 |
Long-term Debt - Convertible No
Long-term Debt - Convertible Notes 2020 (Details) - 2020 Convertible Notes Member - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Gross proceeds from issuance | $ 2 | ||||
Interest rate | 6.00% | ||||
Minimum gross proceeds from sale of preferred stock required for conversion | $ 2 | ||||
Conversion price as percentage of the price per share paid by the other investors | 80.00% | ||||
Embedded derivative fair value | $ 1 | ||||
Initial carrying value | $ 3 | ||||
Total interest incurred | $ 0 | $ 0.1 | |||
Series B-1 Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Minimum gross proceeds from sale of preferred stock required for conversion | $ 10 |
Long-term Debt - Convertible _2
Long-term Debt - Convertible notes 2021 (Details) - 2021 Convertible Notes. - USD ($) $ in Millions | Jun. 21, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||||
Gross proceeds from issuance | $ 30 | ||||
Interest rate | 8.00% | ||||
Additional gross proceeds made available upon achievement of the integration milestone | $ 100 | ||||
Conversion price as percentage of the price per share paid by the other investors | 80.00% | ||||
Embedded derivative fair value | $ 7 | $ 19.7 | |||
Initial carrying value | $ 29.6 | 23 | |||
Accrued interest derecognized | 0.2 | ||||
Total interest incurred | $ 0 | $ 1.9 | |||
Number of shares issued upon conversion of debt | 1,000,000 | 1,000,000 | 4,408,672 | ||
Loss on extinguishment of debt | $ 11.8 | $ (0.9) | |||
Carrying value of notes derecognized | $ 26.7 | ||||
Face amount of debt | 29.6 | 23 | |||
Derivative liability recognized in the extinguishment accounting | $ 19.2 | ||||
Carrying value | 32.8 | ||||
Embedded derivative liability | $ 7 | $ 19.7 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Warrants to purchase shares of common stock | 16,877,906 | 16,877,907 | ||
Issuance of equity classified warrants | $ 1 | |||
Change in fair value of public warrant liability | $ 5,586 | $ 0 | ||
Public Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants to purchase shares of common stock | 14,325,000 | |||
Exercise price | $ 11.50 | |||
Issuance of equity classified warrants | $ 23,600 | |||
Finback Common Stock Warrants 2021 | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants to purchase shares of common stock | 2,552,913 | |||
Exercise price | $ 0.42 |
Warrants - Common stock outstan
Warrants - Common stock outstanding (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||
Shares Issuable Upon Exercise of Warrant | 16,877,906 | 16,877,907 |
January 13, 2021 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 10 years | 10 years |
Shares Issuable Upon Exercise of Warrant | 2,552,913 | 2,552,913 |
Warrants exercise price | $ 0.42 | $ 0.42 |
July 16, 2021 | ||
Class of Warrant or Right [Line Items] | ||
Contractual Term | 5 years | 5 years |
Shares Issuable Upon Exercise of Warrant | 14,324,993 | 14,324,994 |
Warrants exercise price | $ 11.50 | $ 11.50 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) | Jul. 16, 2021 | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Temporary Equity [Line Items] | |||
Number of shares issued for each share | 0.378 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Convertible preferred stock, outstanding | 0 | ||
Series A-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion ratio | 1 | ||
Series A Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion ratio | 2 | 2 | |
Series B-1 Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion ratio | 1 | ||
Series B Preferred Stock | |||
Temporary Equity [Line Items] | |||
Conversion ratio | 1 | 1 |
Common Stock (Details)
Common Stock (Details) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock | ||
Number of shares authorized | 1,100,000,000 | 1,100,000,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares remained available for future grant | 74,863,862 | 76,008,377 |
Number of options to purchase common stock | 2,262,925 | |
2021 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock may be issued | 21,177,295 | 21,177,295 |
Number of shares remained available for future grant | 11,938,665 | 19,511,916 |
Number of options to purchase common stock | 2,262,925 | |
2021 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares remained available for future grant | 3,435,748 | 3,435,748 |
Number of offerings approved | 0 |
Stock Based Compensation - Gran
Stock Based Compensation - Grant date fair value of stock options (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-Based Compensation | ||
Risk-free interest rate | 1.60% | 0.50% |
Expected term (in years) | 6 years 1 month 6 days | 4 years 7 months 6 days |
Expected volatility | 75.00% | 23.90% |
Expected dividend yield | 0.00% | 0.00% |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock options activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding as of December 31, 2021 | shares | 20,769,130 |
Granted | shares | 2,262,925 |
Exercised | shares | (499,767) |
Forfeited | shares | (567,979) |
Outstanding as of March 31, 2022 | shares | 21,964,309 |
Vested and expected to vest | shares | 21,964,309 |
Options exercisable | shares | 12,025,749 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2021 | $ / shares | $ 0.39 |
Granted | $ / shares | 2.32 |
Exercised | $ / shares | 0.42 |
Forfeited | $ / shares | 0.42 |
Outstanding as of March 31, 2022 | $ / shares | 0.59 |
Vested and expected to vest | $ / shares | 0.59 |
Options exercisable | $ / shares | $ 0.38 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding as of March 31, 2022 | 7 years 8 months 12 days |
Vested and expected to vest | 7 years 8 months 12 days |
Options exercisable | 6 years 9 months 7 days |
Aggregate Intrinsic Value | |
Outstanding as of March 31, 2022 | $ | $ 45,207 |
Vested and expected to vest | $ | 45,207 |
Options exercisable | $ | $ 27,356 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding as of December 31, 2021 | 1,951,924 |
Granted | 4,425,142 |
Vested | (80,044) |
Cancelled | (46,020) |
Outstanding as of March 31, 2022 | 6,251,002 |
Outstanding as of December 31, 2021 | $ / shares | $ 6.76 |
Granted | $ / shares | 3.50 |
Vested | $ / shares | 7.95 |
Cancelled | $ / shares | 5.92 |
Outstanding as of March 31, 2022 | $ / shares | $ 4.44 |
2021 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 4,425,142 |
Aggregate grant-date fair value, issued | $ | $ 15.5 |
2021 Equity Incentive Plan | Scenario one | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
2021 Equity Incentive Plan | Scenario two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
2021 Equity Incentive Plan | Scenario three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Vest on January 1, 2023, provided that the Company has achieved its annual bookings goal for fiscal year 2022 | 2021 Equity Incentive Plan | Scenario one | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Vesting percentage | 25.00% |
Vest on January 1, 2024 if and only if the bookings goal was achieved and subject to the grantee's continued service through the applicable vesting date | 2021 Equity Incentive Plan | Scenario two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Vesting percentage | 33.33% |
Stock Based Compensation - Perf
Stock Based Compensation - Performance Stock Units (Details) - Performance Stock Units $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 934,000 |
Outstanding as of March 31, 2022 | 934,000 |
Granted | $ / shares | $ 2.65 |
Outstanding as of March 31, 2022 | $ / shares | $ 2.65 |
Vest on January 1, 2023, provided that the Company has achieved its annual bookings goal for fiscal year 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50.00% |
Vest on January 1, 2024 if and only if the bookings goal was achieved and subject to the grantee's continued service through the applicable vesting date | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 50.00% |
2021 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted | 934,000 |
Aggregate grant-date fair value, issued | $ | $ 2.5 |
Stock Based Compensation - weig
Stock Based Compensation - weighted average grant-date fair Additional (Details) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Issuable Upon Exercise of Warrant | 16,877,906 | 16,877,907 | |
Finback BDA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares Issuable Upon Exercise of Warrant | 2,211,819 | 2,552,913 | |
Warrants exercise price | $ 0.42 |
Stock Based Compensation - Comp
Stock Based Compensation - Company utilized Black-Scholes pricing model (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022USD ($)Yshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common Stock, Value, Issued | $ 14 | $ 14 | |
Stock compensation expense | 5,190 | $ 1,082 | |
Sales and marketing. | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock compensation expense | $ 2,770 | 933 | |
Finback BDA | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Shares issuable upon exercise of warrant | shares | 341,094 | ||
Aggregate intrinsic value of warrants exercisable | $ 2,600 | ||
Number of warrants exercised | shares | 0 | ||
Intrinsic value of warrants unvested | $ 16,900 | ||
Finback BDA | Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common Stock, Value, Issued | 19,500 | ||
Finback BDA | Sales and marketing. | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Stock compensation expense | $ 400 | $ 800 | |
Finback BDA | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.4 | ||
Finback BDA | Expected term (in years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | Y | 3 | ||
Finback BDA | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 23.9 | ||
Finback BDA | Expected dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0 |
Stock Based Compensation - St_2
Stock Based Compensation - Stock based compensation expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 5,190 | $ 1,082 |
Cost of revenue. | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 60 | 5 |
Sales and marketing. | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,770 | 933 |
General and administrative. | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 1,787 | 94 |
Research and development. | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 573 | $ 50 |
Stock Based Compensation - St_3
Stock Based Compensation - Stock based compensation expenses by award type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 5,190 | $ 1,082 |
Stock Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 242 | 203 |
Earn Out Shares | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,699 | |
Warrants | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 436 | 807 |
Restricted Stock Units | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,813 | $ 72 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Components of the Company's loss before income tax expense | ||
Provision (benefit) for income taxes | $ 0 | $ 0 |
Net Loss per Share (Details)
Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders - basic | $ (14,551) | $ (13,755) |
Net loss attributable to common stockholders - diluted | $ (14,551) | $ (13,755) |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 142,878,406 | 10,443,323 |
Weighted average common shares outstanding - diluted (in shares) | 142,878,406 | 10,443,323 |
Net loss per share - basic (in dollars per share) | $ (0.10) | $ (1.32) |
Net loss per share - diluted (in dollars per share) | $ (0.10) | $ (1.32) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive effect (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 62,924,717 | 113,366,059 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 21,964,309 | 23,651,872 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 14,324,993 | |
Convertible preferred stock (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 80,833,007 | |
Warrants to purchase preferred stock (as converted to warrants to purchase common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 1,014,963 | |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 922,297 | |
Warrants To Purchase Common Stock Finback [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 2,552,913 | 2,552,913 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 6,251,002 | 289,047 |
Unvested performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 934,000 | |
Earn Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 15,000,000 | |
Unvested Founder Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 1,897,500 | |
Convertible notes (as converted to common stock) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the computation of diluted net loss per share | 4,101,960 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2021 | Aug. 31, 2020 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Number of shares on exercise of options | 499,767 | ||
Exercise price of stock option | $ 0.42 | ||
Nonrecourse Promissory Note with Officer | |||
Related Party Transaction [Line Items] | |||
Promissory note | $ 0.4 | $ 0.4 | |
Number of shares on exercise of options | 1,469,366 | ||
Exercise price of stock option | $ 0.24 | ||
Accrued interest | $ 0 | ||
Number of shares repurchased during period | 43,665 | ||
Price per share | $ 8.05 |
Related Party Transactions -Bus
Related Party Transactions -Business Development Agreement (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021shares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020item | |
Related Party Transaction [Line Items] | |||||
Shares Issuable Upon Exercise of Warrant | shares | 16,877,906 | 16,877,907 | |||
Stock compensation expense | $ 5,190 | $ 1,082 | |||
Earn Out Shares | |||||
Related Party Transaction [Line Items] | |||||
Stock compensation expense | 2,699 | ||||
Sales and marketing. | |||||
Related Party Transaction [Line Items] | |||||
Stock compensation expense | $ 2,770 | $ 933 | |||
Finback BDA | |||||
Related Party Transaction [Line Items] | |||||
Shares Issuable Upon Exercise of Warrant | shares | 2,552,913 | 2,552,913 | |||
Business development agreement term | 3 years | ||||
Finback BDA | Earn Out Shares | |||||
Related Party Transaction [Line Items] | |||||
Shares earned | shares | 280,410 | ||||
Finback BDA | Sales and marketing. | |||||
Related Party Transaction [Line Items] | |||||
Stock compensation expense | $ 400 | $ 800 | |||
Finback BDA | Sales and marketing. | Earn Out Shares | |||||
Related Party Transaction [Line Items] | |||||
Stock compensation expense | 1,500 | $ 0 | |||
Distribution agreement with Motorola | |||||
Related Party Transaction [Line Items] | |||||
Number of resellers and integration partners | item | 2,000 | ||||
Revenue from distributor services | 800 | $ 0 | |||
Accounts receivable related to distributor services | $ 1,600 | $ 1,200 |