Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Faraday Future Intelligent Electric Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001805521 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 84-4720320 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | |||
Cash | $ 31,766 | $ 505,091 | $ 1,124 |
Restricted cash | 2,162 | 25,386 | 703 |
Deposits | 44,530 | 63,370 | 6,412 |
Other current assets | 23,759 | 13,410 | 6,200 |
Total current assets | 102,217 | 607,257 | 14,439 |
Property and equipment, net | 411,657 | 293,135 | 293,933 |
Right of use assets | 20,202 | ||
Other non-current assets | 6,608 | 7,040 | 8,010 |
Total assets | 540,684 | 907,432 | 316,382 |
Current liabilities | |||
Accounts payable | 65,239 | 37,773 | 86,601 |
Accrued payroll and benefits | 31,124 | 21,752 | |
Accrued expenses and other current liabilities | 46,104 | 68,760 | 52,382 |
Related party accrued interest | 12,760 | 11,231 | 82,260 |
Accrued interest | 541 | 8,263 | 36,030 |
Operating lease liabilities, current portion | 2,487 | ||
Finance lease liabilities, current portion | 1,807 | ||
Related party notes payable | 12,253 | 13,655 | 332,355 |
Notes payable, current portion | 5,008 | 132,372 | 149,199 |
Vendor payables in trust | 110,224 | ||
Total current liabilities | 177,323 | 293,806 | 849,051 |
Capital leases, less current portion | 36,501 | ||
Operating lease liabilities, less current portion | 18,640 | ||
Finance lease liabilities, less current portion | 6,917 | 7,570 | |
Other liabilities, less current portion | 3,531 | 3,720 | 1,000 |
Notes payable, less current portion | 46,950 | 34,682 | 9,168 |
Total liabilities | 253,361 | 339,778 | 895,720 |
Commitments and contingencies | |||
Stockholders’ equity | |||
Class A Common stock | 31 | 17 | 9 |
Class B Common stock | 6 | 6 | |
Additional paid-in capital | 3,603,368 | 3,482,226 | 1,817,760 |
Accumulated other comprehensive gain (loss) | 6,603 | (6,945) | (5,974) |
Accumulated deficit | (3,322,685) | (2,907,644) | (2,391,139) |
Total stockholders’ equity | 287,323 | 567,654 | (579,338) |
Total liabilities and stockholders’ equity | $ 540,684 | 907,432 | $ 316,382 |
Previously Reported | |||
Current assets | |||
Cash | 505,091 | ||
Restricted cash | 25,386 | ||
Deposits | 63,370 | ||
Other current assets | 13,410 | ||
Total current assets | 607,257 | ||
Property and equipment, net | 293,135 | ||
Other non-current assets | 7,040 | ||
Total assets | 907,432 | ||
Current liabilities | |||
Accounts payable | 37,773 | ||
Accrued expenses and other current liabilities | 90,512 | ||
Related party accrued interest | 11,231 | ||
Accrued interest | 8,263 | ||
Related party notes payable | 13,655 | ||
Notes payable, current portion | 132,372 | ||
Vendor payables in trust | |||
Total current liabilities | 293,806 | ||
Capital leases, less current portion | 7,570 | ||
Other liabilities, less current portion | 3,720 | ||
Notes payable, less current portion | 34,682 | ||
Total liabilities | 339,778 | ||
Commitments and contingencies | |||
Stockholders’ equity | |||
Class A Common stock | 17 | ||
Class B Common stock | |||
Additional paid-in capital | 3,482,226 | ||
Accumulated other comprehensive gain (loss) | (6,945) | ||
Accumulated deficit | (2,907,644) | ||
Total stockholders’ equity | 567,654 | ||
Total liabilities and stockholders’ equity | $ 907,432 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 |
Common stock, shares issued | 345,794,368 | 168,693,323 | 93,099,596 |
Common stock, shares outstanding | 345,794,368 | 168,693,323 | 93,099,596 |
Class A Common Stock | Previously Reported | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 750,000,000 | ||
Common stock, shares issued | 168,693,323 | ||
Common stock, shares outstanding | 168,693,323 | ||
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 64,000,588 | 64,000,588 | |
Common stock, shares outstanding | 64,000,588 | 64,000,588 | |
Class B Common Stock | Previously Reported | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares authorized | 75,000,000 | ||
Common stock, shares issued | |||
Common stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||||||
Research and development | $ 48,062 | $ 79,757 | $ 260,221 | $ 94,506 | $ 174,935 | $ 20,186 |
Sales and marketing | 3,888 | 6,832 | 16,272 | 11,099 | 17,118 | 3,672 |
General and administrative | 28,655 | 36,725 | 89,173 | 64,148 | 97,905 | 41,071 |
Loss on disposal of property and equipment | 62,342 | 1,407 | 62,987 | 64,191 | 10 | |
Total operating expenses | 80,605 | 185,656 | 367,073 | 232,740 | 354,149 | 64,939 |
Loss from operations | (80,605) | (185,656) | (367,073) | (232,740) | (354,149) | (64,939) |
Change in fair value measurements | (6,966) | (22,747) | (622) | (60,394) | (22,700) | (5,076) |
Interest expense | (663) | (296) | (5,537) | (26,550) | (30,181) | (32,173) |
Related party interest expense | (996) | (1,597) | (2,931) | (15,765) | (16,663) | (41,546) |
Other (expense) income, net | (6,457) | 1,117 | (14,307) | (718) | (5,668) | (5,455) |
Loss on extinguishment or settlement of related party notes payable, notes payable and vendor payables in trust, net | (7,690) | (94,727) | (7,690) | (96,036) | (86,904) | 2,107 |
Loss before income taxes | (103,377) | (303,906) | (398,160) | (432,203) | (516,265) | (147,082) |
Income tax provision | (9) | (3) | (240) | (3) | ||
Net loss | $ (103,377) | $ (303,906) | $ (398,169) | $ (432,206) | $ (516,505) | $ (147,085) |
Per share information: | ||||||
Net loss per Common Stock – Class A and Class B – basic and diluted (in Dollars per share) | $ (0.3) | $ (1.06) | $ (1.2) | $ (2.12) | $ (2.21) | $ (0.94) |
Weighted average Common shares outstanding – Class A and Class B – basic and diluted (in Shares) | 346,575,508 | 287,951,929 | 330,878,677 | 203,686,758 | 233,390,675 | 157,063,103 |
Total comprehensive loss: | ||||||
Net loss | $ (103,377) | $ (303,906) | $ (398,169) | $ (432,206) | $ (516,505) | $ (147,085) |
Change in foreign currency translation adjustment | 9,864 | 189 | 13,548 | (487) | (971) | (2,690) |
Total comprehensive loss | $ (93,513) | $ (303,717) | $ (384,621) | $ (432,693) | $ (517,476) | $ (149,775) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Net loss per Common Stock – Class A and Class B – basic and diluted (in Dollars per share) | $ (0.30) | $ (1.06) | $ (1.20) | $ (2.12) | $ (2.21) | $ (0.94) |
Weighted average Common shares outstanding – Class A and Class B – basic and diluted (in Shares) | 346,575,508 | 287,951,929 | 330,878,677 | 203,686,758 | 233,390,675 | 157,063,103 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Commitment to Issue Class A Common Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Commitment to Issue Class A Common Stock | Class A Common Stock Previously Reported | Class A Common Stock Restatement Adjustment | Class A Common Stock | Class A Ordinary Stock Previously Reported | Class A Ordinary Stock Restatement Adjustment | Class A Ordinary Stock | Class B Common Stock Previously Reported | Class B Common Stock Restatement Adjustment | Class B Common Stock | Convertible Preferred Stock Redeemable Preference Previously Reported | Convertible Preferred Stock Redeemable Preference Restatement Adjustment | Convertible Preferred Stock Redeemable Preference | Class B Common Stock Previously Reported | Class B Common Stock Restatement Adjustment | Class B Common Stock | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Restatement Adjustment | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Previously Reported | Accumulated Other Comprehensive (Loss) Restatement Adjustment | Accumulated Other Comprehensive (Loss) | Accumulated Deficit Previously Reported | Accumulated Deficit Restatement Adjustment | Accumulated Deficit | Previously Reported | Restatement Adjustment | Total | |||
Balance at Dec. 31, 2019 | $ 7 | $ 7 | $ 8 | $ 8 | $ 724,823 | $ (724,823) | $ 924,149 | $ (924,149) | $ 158,704 | $ 1,648,957 | $ 1,807,661 | $ (3,284) | $ (3,284) | $ (2,244,054) | $ (2,244,054) | $ (2,088,634) | $ 1,648,972 | $ (439,662) | |||||||||||||
Balance (in Shares) at Dec. 31, 2019 | [1] | 72,269,976 | 72,269,976 | 40,879,124 | (40,879,124) | 84,780,000 | 84,780,000 | 470,588,235 | (470,588,235) | 600,000,000 | (600,000,000) | ||||||||||||||||||||
Conversion of Class B Common Stock into Class A Common Stock (see Note 13) | $ 2 | $ (2) | |||||||||||||||||||||||||||||
Conversion of Class B Common Stock into Class A Common Stock (see Note 13) (in Shares) | [1] | 20,779,412 | (20,779,412) | ||||||||||||||||||||||||||||
Stock-based compensation | 9,505 | 9,505 | |||||||||||||||||||||||||||||
Exercise of stock options | 115 | 115 | |||||||||||||||||||||||||||||
Exercise of stock options (in Shares) | [1] | 54,259 | |||||||||||||||||||||||||||||
Issuance of warrants | 490 | 490 | |||||||||||||||||||||||||||||
Purchase of common stock | (11) | (11) | |||||||||||||||||||||||||||||
Purchase of common stock (in Shares) | [1] | (4,051) | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | (2,690) | (2,690) | |||||||||||||||||||||||||||||
Net loss | (147,085) | (147,085) | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 9 | $ 6 | 1,817,760 | (5,974) | (2,391,139) | (579,338) | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | [1] | 93,099,596 | 64,000,588 | ||||||||||||||||||||||||||||
Conversion of The 9 Conditional Obligation | 2,863 | 2,863 | |||||||||||||||||||||||||||||
Conversion of The 9 Conditional Obligation (in Shares) | [1] | 423,053 | |||||||||||||||||||||||||||||
Conversion of related party notes payable into Class A Common Stock (see Note 9) | $ 2 | 294,794 | 294,796 | ||||||||||||||||||||||||||||
Conversion of related party notes payable into Class A Common Stock (see Note 9) (in Shares) | [1] | 22,454,776 | |||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock | $ 1 | 98,374 | 98,375 | ||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock (in Shares) | [1] | 7,688,153 | |||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the Business Combination, net of transaction costs (see Note 3) | $ 3 | 170,111 | 170,114 | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the Business Combination, net of transaction costs (see Note 3) (in Shares) | [1] | 27,798,411 | |||||||||||||||||||||||||||||
Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (see Note 9) | 790 | 790 | |||||||||||||||||||||||||||||
Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (see Note 9) (in Shares) | [1] | 80,000 | |||||||||||||||||||||||||||||
Conversion of liabilities into Class A Common Stock in the Business Combination (see Note 3) | $ 2 | 285,335 | 285,337 | ||||||||||||||||||||||||||||
Conversion of liabilities into Class A Common Stock in the Business Combination (see Note 3) (in Shares) | [1] | 20,666,825 | |||||||||||||||||||||||||||||
Conversion of liabilities into the commitment to issue Class A Common Stock in the Business Combination (see Note 3) | 52,338 | 52,338 | |||||||||||||||||||||||||||||
Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock | $ (12) | $ (6) | 18 | ||||||||||||||||||||||||||||
Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock (in Shares) | [1] | (117,839,510) | (64,000,588) | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the PIPE Financing, net of transaction costs (see Note 3) | $ 8 | 692,397 | 692,405 | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the PIPE Financing, net of transaction costs (see Note 3) (in Shares) | [1] | 76,140,000 | |||||||||||||||||||||||||||||
Settlement of lawsuit with issuance of vested stock options (see Note 12) | 8,459 | 8,459 | |||||||||||||||||||||||||||||
Settlement of accrued rent with issuance of vested stock options | 951 | 951 | |||||||||||||||||||||||||||||
Vesting of restricted stock award for employee bonus | 14,620 | 14,620 | |||||||||||||||||||||||||||||
Stock-based compensation | 8,521 | 8,521 | |||||||||||||||||||||||||||||
Exercise of stock options | 10,492 | 10,492 | |||||||||||||||||||||||||||||
Exercise of stock options (in Shares) | [1] | 4,326,920 | |||||||||||||||||||||||||||||
Settlement of receivables through receipt of Class A Common Stock | (105) | (105) | |||||||||||||||||||||||||||||
Settlement of receivables through receipt of Class A Common Stock (in Shares) | [1] | (43,096) | |||||||||||||||||||||||||||||
Issuance of warrants | 17,596 | 17,596 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | (487) | (487) | |||||||||||||||||||||||||||||
Net loss | (432,206) | (432,206) | |||||||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 13 | 3,475,314 | (6,461) | (2,823,345) | 645,521 | ||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | [1] | 134,795,128 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 9 | $ 6 | 1,817,760 | (5,974) | (2,391,139) | (579,338) | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | [1] | 93,099,596 | 64,000,588 | ||||||||||||||||||||||||||||
Conversion of The 9 Conditional Obligation | 2,863 | 2,863 | |||||||||||||||||||||||||||||
Conversion of The 9 Conditional Obligation (in Shares) | [1] | 423,053 | |||||||||||||||||||||||||||||
Conversion of related party notes payable into Class A Common Stock (see Note 9) | $ 2 | 294,794 | 294,796 | ||||||||||||||||||||||||||||
Conversion of related party notes payable into Class A Common Stock (see Note 9) (in Shares) | [1] | 22,454,776 | |||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock | $ 1 | 98,374 | 98,375 | ||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock (in Shares) | [1] | 7,688,153 | |||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the Business Combination, net of transaction costs (see Note 3) | $ 3 | 170,111 | 170,114 | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the Business Combination, net of transaction costs (see Note 3) (in Shares) | [1] | 27,798,411 | |||||||||||||||||||||||||||||
Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (see Note 9) | 790 | 790 | |||||||||||||||||||||||||||||
Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (see Note 9) (in Shares) | [1] | 80,000 | |||||||||||||||||||||||||||||
Conversion of liabilities into Class A Common Stock in the Business Combination (see Note 3) | $ 3 | 311,795 | 311,798 | ||||||||||||||||||||||||||||
Conversion of liabilities into Class A Common Stock in the Business Combination (see Note 3) (in Shares) | [1] | 22,586,392 | |||||||||||||||||||||||||||||
Conversion of liabilities into the commitment to issue Class A Common Stock in the Business Combination (see Note 3) | 25,877 | 25,877 | |||||||||||||||||||||||||||||
Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock | $ (9) | $ (6) | 15 | ||||||||||||||||||||||||||||
Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock (in Shares) | [1] | (87,273,528) | (64,000,588) | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the PIPE Financing, net of transaction costs (see Note 3) | $ 8 | 692,397 | 692,405 | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the PIPE Financing, net of transaction costs (see Note 3) (in Shares) | [1] | 76,140,000 | |||||||||||||||||||||||||||||
Settlement of lawsuit with issuance of vested stock options (see Note 12) | 8,459 | 8,459 | |||||||||||||||||||||||||||||
Settlement of accrued rent with issuance of vested stock options | 951 | 951 | |||||||||||||||||||||||||||||
Vesting of restricted stock award for employee bonus | 18,617 | 18,617 | |||||||||||||||||||||||||||||
Vesting of restricted stock award for employee bonus (in Shares) | [1] | 1,350,970 | |||||||||||||||||||||||||||||
Stock-based compensation | 11,345 | 11,345 | |||||||||||||||||||||||||||||
Exercise of stock options | 10,587 | $ 10,587 | |||||||||||||||||||||||||||||
Exercise of stock options (in Shares) | 4,388,596 | [1] | 1,035,399 | ||||||||||||||||||||||||||||
Settlement of receivables through receipt of Class A Common Stock | (105) | $ (105) | |||||||||||||||||||||||||||||
Settlement of receivables through receipt of Class A Common Stock (in Shares) | [1] | (43,096) | |||||||||||||||||||||||||||||
Issuance of warrants | 17,596 | 17,596 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | (971) | (971) | |||||||||||||||||||||||||||||
Net loss | (516,505) | (516,505) | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 17 | 3,482,226 | (6,945) | (2,907,644) | 567,654 | $ 567,654 | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 168,693,323 | [1] | [1] | 1,358,459,707 | |||||||||||||||||||||||||||
Balance at Jun. 30, 2021 | $ 10 | $ 6 | 1,973,314 | (6,650) | (2,519,439) | $ (552,759) | |||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | [1] | 107,659,654 | 64,000,588 | ||||||||||||||||||||||||||||
Conversion of related party notes payable into Class A Common Stock (see Note 9) | $ 1 | 160,436 | 160,437 | ||||||||||||||||||||||||||||
Conversion of related party notes payable into Class A Common Stock (see Note 9) (in Shares) | [1] | 11,566,196 | |||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock | $ 1 | 98,374 | 98,375 | ||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock (in Shares) | [1] | 7,688,153 | |||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the Business Combination, net of transaction costs (see Note 3) | $ 3 | 170,111 | 170,114 | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the Business Combination, net of transaction costs (see Note 3) (in Shares) | [1] | 27,798,411 | |||||||||||||||||||||||||||||
Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (see Note 9) | 790 | 790 | |||||||||||||||||||||||||||||
Conversion of assumed PSAC convertible and promissory notes payable into Class A Common Stock (see Note 9) (in Shares) | [1] | 80,000 | |||||||||||||||||||||||||||||
Conversion of liabilities into Class A Common Stock in the Business Combination (see Note 3) | $ 2 | 285,335 | 285,337 | ||||||||||||||||||||||||||||
Conversion of liabilities into Class A Common Stock in the Business Combination (see Note 3) (in Shares) | [1] | 20,666,825 | |||||||||||||||||||||||||||||
Conversion of liabilities into the commitment to issue Class A Common Stock in the Business Combination (see Note 3) | 52,338 | 52,338 | |||||||||||||||||||||||||||||
Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock | $ (12) | $ (6) | 18 | ||||||||||||||||||||||||||||
Legacy FF Ordinary Stock exchanged in the Business Combination for a commitment to issue Class A and Class B Common Stock (in Shares) | [1] | (117,839,510) | (64,000,588) | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the PIPE Financing, net of transaction costs (see Note 3) | $ 8 | 692,397 | 692,405 | ||||||||||||||||||||||||||||
Issuance of Class A Common Stock in the PIPE Financing, net of transaction costs (see Note 3) (in Shares) | [1] | 76,140,000 | |||||||||||||||||||||||||||||
Settlement of lawsuit with issuance of vested stock options (see Note 12) | 8,459 | 8,459 | |||||||||||||||||||||||||||||
Settlement of accrued rent with issuance of vested stock options | 951 | 951 | |||||||||||||||||||||||||||||
Vesting of restricted stock award for employee bonus | 14,620 | 14,620 | |||||||||||||||||||||||||||||
Stock-based compensation | 5,053 | 5,053 | |||||||||||||||||||||||||||||
Exercise of stock options | 2,740 | 2,740 | |||||||||||||||||||||||||||||
Exercise of stock options (in Shares) | [1] | 1,078,495 | |||||||||||||||||||||||||||||
Settlement of receivables through receipt of Class A Common Stock | (105) | (105) | |||||||||||||||||||||||||||||
Settlement of receivables through receipt of Class A Common Stock (in Shares) | [1] | (43,096) | |||||||||||||||||||||||||||||
Issuance of warrants | 10,483 | 10,483 | |||||||||||||||||||||||||||||
Foreign currency translation adjustment | 189 | 189 | |||||||||||||||||||||||||||||
Net loss | 303,906 | (303,906) | |||||||||||||||||||||||||||||
Balance at Sep. 30, 2021 | $ 13 | 3,475,314 | (6,461) | (2,823,345) | 645,521 | ||||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2021 | [1] | 134,795,128 | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 17 | 3,482,226 | (6,945) | (2,907,644) | $ 567,654 | $ 567,654 | |||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 168,693,323 | [1] | [1] | 1,358,459,707 | |||||||||||||||||||||||||||
Issuance of shares pursuant to the commitment to issue Class A and Class B Common Stock | $ 7 | $ 6 | (13) | ||||||||||||||||||||||||||||
Issuance of shares pursuant to the commitment to issue Class A and Class B Common Stock (in Shares) | 89,152,131 | 64,000,588 | |||||||||||||||||||||||||||||
Reclassification of obligation to issue registered shares of Class A Common Stock upon adoption of ASU 2020-06 | 32,900 | (20,265) | (20,265) | ||||||||||||||||||||||||||||
Transfer of private warrants to unaffiliated parties | 186 | 186 | |||||||||||||||||||||||||||||
Amended Exercise price of ATW NPA warrants (Note 12) | 1,238 | 1,238 | |||||||||||||||||||||||||||||
Reclassification of deferred gain upon adoption of ASC 842 | 3,393 | 3,393 | |||||||||||||||||||||||||||||
Issuance pursuant to commitment to issue registered shares | (32,900) | 32,900 | 32,900 | ||||||||||||||||||||||||||||
Issuance pursuant to commitment to issue registered shares (in Shares) | 2,387,500 | ||||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock | $ 6 | 67,212 | 67,218 | ||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock (in Shares) | 64,843,850 | ||||||||||||||||||||||||||||||
Stock-based compensation | 9,793 | 9,793 | |||||||||||||||||||||||||||||
Exercise of stock options | 9,535 | 9,535 | |||||||||||||||||||||||||||||
Exercise of stock options (in Shares) | 4,100,008 | ||||||||||||||||||||||||||||||
Repurchase of common stock | (767) | (767) | |||||||||||||||||||||||||||||
Repurchase of common stock (in Shares) | (96,759) | ||||||||||||||||||||||||||||||
Receipt of class A common stock in consideration of exercises of options | (669) | (669) | |||||||||||||||||||||||||||||
Receipt of class A common stock in consideration of exercises of options (in Shares) | (311,878) | ||||||||||||||||||||||||||||||
Exercise of warrants | $ 1 | 1,727 | 1,728 | ||||||||||||||||||||||||||||
Exercise of warrants (in Shares) | 17,026,193 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 13,548 | 13,548 | |||||||||||||||||||||||||||||
Net loss | (398,169) | (398,169) | |||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 31 | $ 6 | 3,603,368 | 6,603 | (3,322,685) | 287,323 | |||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 345,794,368 | 64,000,588 | |||||||||||||||||||||||||||||
Balance at Jun. 30, 2022 | $ 32,900 | $ 24 | $ 6 | 3,491,041 | (3,261) | (3,219,308) | 268,502 | ||||||||||||||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 238,543,475 | 64,000,588 | |||||||||||||||||||||||||||||
Issuance of shares pursuant to the commitment to issue Class A and Class B Common Stock | |||||||||||||||||||||||||||||||
Issuance of shares pursuant to the commitment to issue Class A and Class B Common Stock (in Shares) | 20,264,715 | ||||||||||||||||||||||||||||||
Transfer of private warrants to unaffiliated parties | 186 | 186 | |||||||||||||||||||||||||||||
Amended Exercise price of ATW NPA warrants (Note 12) | 1,238 | 1,238 | |||||||||||||||||||||||||||||
Issuance pursuant to commitment to issue registered shares | (32,900) | 32,900 | 32,900 | ||||||||||||||||||||||||||||
Issuance pursuant to commitment to issue registered shares (in Shares) | 2,387,500 | ||||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock | $ 6 | 67,212 | 67,218 | ||||||||||||||||||||||||||||
Conversion of notes payable into class A common stock (in Shares) | 64,843,850 | ||||||||||||||||||||||||||||||
Stock-based compensation | 3,319 | 3,319 | |||||||||||||||||||||||||||||
Exercise of stock options | 7,181 | 7,181 | |||||||||||||||||||||||||||||
Exercise of stock options (in Shares) | 3,137,272 | ||||||||||||||||||||||||||||||
Repurchase of common stock | (767) | (767) | |||||||||||||||||||||||||||||
Repurchase of common stock (in Shares) | (96,759) | ||||||||||||||||||||||||||||||
Receipt of class A common stock in consideration of exercises of options | (669) | (669) | |||||||||||||||||||||||||||||
Receipt of class A common stock in consideration of exercises of options (in Shares) | (311,878) | ||||||||||||||||||||||||||||||
Exercise of warrants | $ 1 | 1,727 | 1,728 | ||||||||||||||||||||||||||||
Exercise of warrants (in Shares) | 17,026,193 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 9,864 | 9,864 | |||||||||||||||||||||||||||||
Net loss | (103,377) | (103,377) | |||||||||||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 31 | $ 6 | $ 3,603,368 | $ 6,603 | $ (3,322,685) | $ 287,323 | |||||||||||||||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 345,794,368 | 64,000,588 | |||||||||||||||||||||||||||||
[1] The shares of the Company’s common stock prior to the Business Combination (as defined in Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||||
Net loss | $ (398,169) | $ (432,206) | $ (516,505) | $ (147,085) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization expense | 15,323 | 4,268 | 8,158 | 3,517 |
Stock-based compensation | 9,793 | 8,521 | 11,345 | 9,505 |
Vesting of restricted stock awards for employee bonus | 14,620 | 18,617 | ||
Loss on disposal of property and equipment | 1,407 | 62,987 | 64,191 | 10 |
Change in fair value measurements | 22,700 | 5,076 | ||
Loss upon cancellation of a lease | 206 | |||
Change in fair value measurement of related party notes payable and notes payable | 622 | 60,394 | ||
Loss (gain) on foreign exchange | 2,484 | (1,823) | (845) | 4,108 |
Gain on forgiveness of accounts payable and loss on write-off of vendor deposits, net | (7,005) | |||
Loss on write-off of vendor deposits, net and (gain) on write-off of accounts payable | 2,992 | (4,191) | ||
Non-cash interest expense | 8,468 | 36,478 | 41,014 | 66,020 |
Loss on extinguishment or settlement of related party notes payable, notes payable and vendor payables in trust, net | 7,690 | 96,036 | 86,904 | (2,107) |
Gain on forgiveness of vendor payables in trust | (1,731) | (1,731) | ||
Reserve for unrecoverable value added taxes | 6,404 | 6,404 | ||
Other | 324 | 842 | ||
Changes in operating assets and liabilities: | ||||
Deposits | 13,364 | (35,796) | (48,503) | |
Other current and non-current assets | (16,011) | (18,446) | (21,717) | (3,347) |
Accounts payable | 27,467 | (40,434) | (36,625) | 11,500 |
Accrued payroll and benefits | 9,372 | (6,889) | ||
Accrued expenses and other current liabilities | (24,628) | 12,763 | 31,824 | 11,606 |
Operating lease liabilities | (2,886) | |||
Accrued interest expense | (12,721) | |||
Transfers between vendor payables in trust and accounts payable | 1,167 | 1,167 | (174) | |
Net cash used in operating activities | (355,109) | (237,878) | (339,765) | (41,165) |
Cash flows from investing activities | ||||
Payments for property and equipment | (112,099) | (37,264) | (95,681) | (607) |
Proceeds from payments on notes receivable | 3,600 | |||
Net cash used in investing activities | (112,099) | (37,264) | (95,681) | 2,993 |
Cash flows from financing activities | ||||
Proceeds from issuance of Class A Common Stock in the Business Combination | 229,583 | 229,583 | ||
Proceeds from issuance of Class A Common Stock pursuant to the PIPE Financing | 761,400 | 761,400 | ||
Transaction costs paid in connection with the Business Combination | (23,148) | (23,148) | ||
Transaction costs paid in connection with the PIPE Financing | (61,130) | (61,130) | ||
Proceeds from related party notes payable | 200 | 200 | 10,556 | |
Proceeds from notes payable, net of original issuance discount | 40,050 | 172,031 | 172,031 | 40,595 |
Proceeds from exercise of warrants | 1,728 | |||
Payments of notes payable | (87,258) | |||
Payments of related party notes payable | (38,217) | (38,217) | (3,589) | |
Payments of notes payable, including liquidation premium | (48,210) | (48,210) | (32) | |
Payments of notes payable issuance costs | (2,813) | (3,355) | (3,355) | (4,562) |
Payments of vendor payables in trust | (27,722) | (27,722) | (4,500) | |
Payments of finance lease obligations | (1,410) | (2,691) | ||
Repurchase of common stock | (767) | |||
Transfers between vendor payables in trust and accounts payable | (1,167) | (1,167) | 174 | |
Payments of capital lease obligations | (3,212) | (1,926) | ||
Proceeds from exercise of stock options | 9,535 | 10,492 | 10,587 | 115 |
Payments of stock issuance costs | (1,071) | (1,071) | ||
Net cash (used in) provided by financing activities | (40,935) | 966,995 | 966,569 | 36,831 |
Effect of exchange rate changes on cash and restricted cash | 11,594 | (2,536) | (2,473) | (186) |
Net (decrease) increase in cash and restricted cash | (496,549) | 689,317 | 528,650 | (1,527) |
Cash and restricted cash, beginning of period | 530,477 | 1,827 | 1,827 | 3,354 |
Cash and restricted cash, end of period | 33,928 | 691,144 | 530,477 | 1,827 |
Cash | 505,091 | 1,124 | 1,124 | 2,221 |
Restricted cash | 25,386 | 703 | 703 | 1,133 |
Total cash and restricted cash, beginning of period | 530,477 | 1,827 | 1,827 | 3,354 |
Cash | 31,766 | 666,061 | 505,091 | 1,124 |
Restricted cash | 2,162 | 25,083 | 25,386 | 703 |
Total cash and restricted cash, end of period | 33,928 | 691,144 | 530,477 | 1,827 |
Supplemental disclosure of noncash investing and financing activities | ||||
Conversion of related party notes payable and related party accrued interest into Class A Common Stock | 294,796 | 294,796 | ||
Conversion of notes payable and accrued interest into Class A Common Stock | 98,375 | 98,375 | ||
Conversion of assumed convertible and promissory notes payable into Class A Common Stock and Private Warrants | 1,080 | 1,080 | ||
Conversion of The9 Conditional Obligation to Class A Common Stock | 2,863 | |||
Recognition of operating right of use assets and lease liabilities upon adoption of ASC 842 and for new leases entered into in 2022 | 11,906 | |||
Additions of property and equipment included in accounts payable and accrued expenses | 12,056 | 863 | 3,817 | |
Conversion of related party customer deposit to related party notes payable | 11,635 | |||
Issuance of Warrants | 17,596 | 17,596 | 490 | |
Issuance pursuant to commitment to issue registered shares | 32,900 | |||
Receipt of class A common stock in consideration of exercises of options | 669 | |||
Transfer of private warrants to unaffiliated parties | 186 | |||
Conversion of convertible note to equity | 67,218 | |||
Acquisitions of property and equipment included in accounts payable | 270 | |||
Conversion of The 9 Conditional Obligation to equity | 2,863 | |||
Settlement of vendor payables in trust for a commitment to issue Class A Common Stock | 96,186 | 96,186 | ||
Exchange of Legacy FF redeemable preference stock for a commitment to issue Class A Common Stock | 859,182 | 859,182 | ||
Exchange of Legacy FF convertible preferred stock for a commitment to issue Class B Common Stock | 697,611 | 697,611 | ||
Settlement of notes payable and accrued interest for a commitment to issue Class A Common Stock | 68,541 | 68,541 | ||
Settlement of related party notes payable and related party accrued interest for a commitment to issue Class A Common Stock | 69,218 | 69,218 | ||
Settlement of accounts payable for a commitment to issue Class A Common Stock | 2,879 | |||
Reclassification of deferred transaction costs paid in prior periods against the proceeds received in the Business Combination | 7,865 | 7,865 | ||
Supplemental disclosure of cash flow information | ||||
Cash paid for interest | $ 12,721 | $ 5,837 | $ 6,317 | $ 3,137 |
Nature of Business and Organiza
Nature of Business and Organization and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Nature of Business and Organization and Basis of Presentation [Abstract] | ||
Nature of Business and Organization and Basis of Presentation | 1. Nature of Business and Organization and Basis of Presentation Nature of Business and Organization Faraday Future Intelligent Electric Inc. (“Company” or “FF”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and headquartered in Los Angeles, California. On July 21, 2021 ( “Closing”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021, by and among Property Solutions Acquisition Corp (“PSAC”). and Legacy FF (the “Business Combination”), pursuant to which the Company received gross proceeds of $229,583 from the PSAC trust account. Upon the consummation of the Business Combination, PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” Concurrently with the Closing of the Business Combination, the Company entered into separate agreements with a number of investors (“PIPE Investors”) pursuant to which, on the Closing, the PIPE Investors purchased, and the Company issued, an aggregate of 76,140,000 shares of Class A Common Stock, for a purchase price of $10 per share with an aggregate purchase price of $761,400 (“PIPE Financing”). Shares sold and issued in the PIPE Financing included registration rights. The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles. The Company expects to manufacture vehicles at its ieFactory California production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform. Principles of Consolidation and Basis of Presentation The Company consolidates the financial statements of all entities in which it has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and are unaudited. These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s Form 10-K filed with Securities and Exchange Commission (“SEC”) on May 13, 2022 (“Form 10-K”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company’s annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of the Company, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Form 10-K, except as described below. Reclassification The Company reclassified certain amounts in the unaudited Condensed Consolidated Financial Statements to conform to the current period’s presentation. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable, notes payable and warrants liabilities; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; (vii) fair value of warrants, and (viii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates. As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s unaudited Condensed Consolidated Financial Statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. Income Tax The Company recorded an income tax provision of $0 and $9 for the three and nine months ended September 30, 2022, and $0 and $3 for the three and nine months ended September 30, 2021, respectively, on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is due to the ratio of domestic and international loss before taxes. The Company records a full valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions. The Company is subject to taxation and files income tax returns with the U.S. federal government, California and China. The Company’s income tax returns are open to examination by the relevant tax authorities until the expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. As of September 30, 2022, the Company is not under any tax audits on its income tax returns. All of the Company’s prior year tax returns, from 2016 through 2021, are open under Chinese tax law. The Company did not accrue any interest or penalties related to the Company’s unrecognized tax benefits as of September 30, 2022, as the uncertain tax benefits only reduced the net operating losses. The Company does not expect the uncertain tax benefits to have material impact on its unaudited Condensed Consolidated Financial Statements within the next twelve months. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases Leases (Topic 842) - Targeted Improvements Leases In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt — Debt with Conversion and Other Options Derivatives and Hedging In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Debt — Modifications and Extinguishments | 1. Nature of Business and Organization, Basis of Presentation and Summary of Significant Accounting Policies Nature of Business and Organization Faraday Future Intelligent Electric Inc. (the “Company” or “FF”), formerly known as Property Solutions Acquisition Corp. (“PSAC”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and is headquartered in Los Angeles, California. Legacy FF had previously changed its name from Smart King Ltd. to FF Intelligent Mobility Global Holdings Ltd. on February 14, 2020. On July 21, 2021 (the “Closing Date”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021 (as amended, the “Merger Agreement”), by and among the Company, PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of PSAC (“Merger Sub”), and Legacy FF. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the consummation of the Business Combination (the “Closing”), PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” For more information regarding the Business Combination, see Note 3, Business Combination The Company operates in a single operating segment and designs and engineers next-generation, intelligent, connected, electric vehicles. The Company expects to manufacture vehicles at its production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform. The Company intends to commercially launch the FF 91 series in the third quarter of 2022. Principles of Consolidation and Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries and joint ventures for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. Foreign Currency The Company determines the functional and reporting currency of each of its international subsidiaries based on the primary currency in which they operate. The functional currency of the Company’s foreign subsidiaries in China is their local currency, Chinese Yuan (“CYN”). For foreign subsidiaries where the functional currency is their local currency, assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, stockholders’ equity (deficit) is translated at the applicable historical exchange rate, and expenses are translated using the average exchange rates during the period. The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets and currency translation adjustments have been immaterial for the years ended December 31, 2021 and 2020. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts in the Consolidated Financial Statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable and notes payable; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; and (vii) fair value of warrants. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate, unpredictable nature and unknown duration of the COVID-19 pandemic, estimates are subject to additional volatility. As of the date the Company’s Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Consolidated Financial Statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Consolidated Financial Statements. Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. government and agency debt securities, and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. ASC 825-10, Financial Instruments Fair Value of Financial Instruments Concentration of Risk Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash, restricted cash, notes receivables, and deposits. Substantially all of the Company’s cash and restricted cash is held at financial institutions located in the United States of America and in the People’s Republic of China. The Company maintains its cash and restricted cash with major financial institutions. At times, cash and restricted cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits ($250 per depositor per institution) and China Deposit Insurance Regulations limits (CNY 500 per depositor per institution). Management believes the financial institutions that hold the Company’s cash and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to cash and restricted cash. Cash and restricted cash held by the Company’s non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. Dollar. If, however, the U.S. Dollar is devalued significantly against the Chinese Yuan, the Company’s cost to develop its business in China could exceed original estimates. The Company has notes receivable of $0 and $40 and deposits of $63,370 and $6,412 as of December 31, 2021 and 2020, respectively. The Company receives certain components from sole suppliers. The inability of a supplier to fulfill the Company’s supply requirements could materially impact future operating results. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance and repairs, which do not extend the assets lives, are charged to operating expense as incurred. Upon sale or disposition, the cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any gain or loss is included in the Consolidated Statements of Operations and Comprehensive Loss. Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for leasehold improvements, over the term of the lease, if shorter. Useful Life Buildings 39 Building improvements 15 Computer hardware 5 Tooling, machinery, and equipment 5 to 10 Vehicles 5 Computer software 3 Leasehold improvements Shorter of 15 years or Construction in progress (“CIP”) consists of the construction activities related to the Company’s Hanford, California plant and tooling, machinery and equipment being built to serve the manufacturing of production vehicles. These assets are capitalized and depreciated once put into service. The amounts capitalized in CIP that are held at vendor sites relate to the completed portion of work-in-progress of tooling, machinery and equipment built based on the Company’s specific needs. The Company may incur storage fees or interest fees related to CIP which are expensed as incurred. Construction in progress is presented within Property and Equipment, net on the Consolidated Balance Sheets. Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an assets (or asset groups) may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets, including any cash flows upon their eventual disposition, to the assets carrying values. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. Assets classified as held for sale are also assessed for impairment and such amounts are determined at the lower of the carrying amount or fair value, less costs to sell the asset. No Property and Equipment, Net Accumulated Other Comprehensive Loss Accumulated other comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders. Elements of the Company’s accumulated other comprehensive loss are reported in the Consolidated Statements of Stockholders’ Equity (Deficit) and consists of equity-related foreign currency translation adjustments, which are presented in the Consolidated Statements of Operations and Comprehensive Loss. Research and Development Research and development (“R&D”) costs are expensed as incurred and are primarily comprised of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on R&D activities, other related costs, license fees, and depreciation and amortization. The Company’s R&D efforts are focused on design and development of the Company’s electric vehicles and continuing to prepare the Company’s prototype electric vehicle to achieve industry standards. Advanced payments for items and services related to R&D activities have been classified as Deposits on the Consolidated Balance Sheets and are included in operating activities on the Company’s Consolidated Statements of Cash Flows. The Company expenses deposits as the services are provided and prototype parts are received. Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on sales and marketing, and direct costs associated with sales and marketing activities. Marketing activities include expenses to introduce the brand and the FF 91 to the market. The Company expenses advertising costs as incurred. Advertising costs were immaterial for the years ended December 31, 2021 and 2020. Stock-Based Compensation The Company’s stock-based compensation awards consist of stock options granted to employees, directors and non-employees for the purchase of common stock. The Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation — Stock Compensation . The Company estimates the fair value of stock options using the Black-Scholes option pricing model. For options with service conditions, the value of the award is recognized as expense over the requisite service period on a straight-line basis. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. Determining the grant date fair value of the awards using the Black-Scholes option pricing model requires management to make assumptions and judgments, including, but not limited to the following: Expected term Expected volatility Risk-free interest rate Dividend yield Forfeiture rate Fair value of common stock “Valuation of Privately Held Company Equity Securities Issued as Compensation” Income Taxes The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The carrying value of deferred tax assets reflects an amount that is more likely than not to be realized. As of December 31, 2021 and 2020, the Company had recorded a full valuation allowance on net deferred tax assets because the Company expects it is more likely than not that the net deferred tax assets will not be realized. The Company utilizes the guidance in ASC 740-10, Income Taxes The Company recognizes interest and penalties on unrecognized tax benefits as a component of income tax expense. There were no interest or penalties for the years ended December 31, 2021 and 2020. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Substantially all of the Company’s consolidated operating activities, including its long-lived assets, are located within the United States of America. Given the Company’s pre-revenue operating stage, it currently has no concentration exposure to products, services or customers. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842) - Targeted Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) - Effective Dates for Certain Entities In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt — Debt with Conversion and Other Options Notes Payable (2) Fair Value of Financial Instruments In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Liquidity and Capital Resources
Liquidity and Capital Resources | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity and Capital Resources [Abstract] | ||
Liquidity and Capital Resources | 2. Liquidity and Capital Resources The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited Condensed Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one year from the date that these unaudited Condensed Consolidated Financial Statements were issued. The timing of first deliveries of FF 91 vehicles is uncertain and is not expected to occur in 2022 and remains subject to various conditions, many of which are outside of FF’s control, including the timing, size, and availability of additional financing as well as the implementation and effectiveness of FF’s headcount reductions and other expense reduction and payment delay measures. It is also subject to suppliers meeting their commitments on program deliverables including parts, and timely and successful certification testing. FF is seeking to raise additional capital from various fundraising efforts currently underway to supplement its cash on hand of $31,766 as of September 30, 2022. The Company has taken steps to preserve its cash position, including reducing spending, extending payment cycles and other similar measures. As part of its funding efforts, on November 11, 2022, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. (“Yorkville”), an affiliate of Yorkville Advisors Global, LP, which provides the Company the sole right, but not the obligation, to direct Yorkville from time to time to purchase up to $200,000 (“Commitment Amount”) of the Company’s shares of Class A Common Stock during the commitment period ending November 11, 2025, at a 3% discount of the VWAP (as defined below) of the shares during the three preceding days of each issuance. The Company has the option to increase the Commitment Amount to up to $350,000 during the commitment period. The Company agreed to issue 789,016 shares of Class A Common Stock in satisfaction of the commitment fee agreed upon in the SEPA. As of the date the unaudited Condensed Consolidated Financial Statement were issued, the Company did not direct Yorkville to buy any shares of Class A Common Stock. The Company shall use commercially reasonable efforts to prepare and file with the SEC a registration statement for the resale by Yorkville of the shares of Class A Common Stock to be issued under the SEPA (including the 789,016 commitment shares). The Company shall not have the ability to draw funds until the effectiveness of such registration statement and the satisfaction of certain other conditions. Any purchase would be subject to certain limitations, including that Yorkville shall not purchase any shares that would result in it and its affiliates beneficially owning more than 9.99% of the then outstanding voting power or number of shares of Class A Common Stock or any shares that would exceed 19.99% of all shares of Class A Common Stock and Class B common stock of the Company outstanding on the date of the SEPA, unless Company shareholder approval was obtained allowing for issuances in excess of such amount (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including where the average price of all shares of Class A Common Stock equals or exceeds $0.62 per share. Further, and as more fully described in Note 9, Notes Payable, Notes Payable Stockholders’ Equity Despite the access to liquidity resulting from the SEPA when, and if, it shall become effective, the Warrant Reserve and the unfunded commitments from the SPA, the Company projects that it may require additional funds during the remainder of 2022 and will require additional funds beyond 2022 in order to continue operations and support the ramp-up of production of the FF 91 to generate revenues to put the Company on a path to cash flow break-even. Incremental capital needs beyond 2022 to fund development of the Company’s remaining product portfolio will be highly dependent on the market success and profitability of the FF 91 and the Company’s ability to accurately estimate and control costs. Since its formation, the Company has devoted substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of initial electric vehicle models, and capital raising. Since inception, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $3,322,685 as of September 30, 2022. After the closing of the Business Combination and the PIPE Financing on July 21, 2021, the Company received gross proceeds aggregating $990,983 which it used to settle certain liabilities and the remainder of which management has used to finance the ongoing operations of the business. The Company has funded its operations and capital needs primarily through the net proceeds received from capital contributions, the issuance of related party notes payable and notes payable (see Note 8, Related Party Notes Payable Notes Payable Stockholders’ Equity Business Combination The Company’s ongoing liquidity needs will depend on the extent to which the Company’s actual costs vary from the Company’s estimates and the Company’s ability to control these costs, as well as the Company’s ability to raise additional funds. The timely achievement of the Company’s operating plan as well as its ability to maintain an adequate level of liquidity are subject to various risks associated with the Company’s ability to continue to successfully close additional sources of funding, control and effectively manage its costs, as well as factors outside of the Company’s control, including those related to global supply chain disruptions, the rising prices of materials, potential impact of the COVID-19 pandemic, and general macroeconomic conditions. The Company’s forecasts and projections of working capital reflect significant judgment and estimates for which there are inherent risks and uncertainties. The Company expects to continue to generate significant operating losses for the foreseeable future. The plans are dependent on the Company being able to continue to raise significant amounts of capital through the issuance of additional notes payable and equity securities. There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future funding raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to reduce discretionary spending, alter or scale back vehicle development programs, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. As of September 30, 2022, the Company was in default on a related party note payable with a principal amount of $8,451. In January 2022, the Company defaulted on the Optional Notes (see Note 9, Notes Payable The unaudited Condensed Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited Condensed Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. | 2. Liquidity and Capital Resources and Going Concern The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. Based on its recurring losses from operations since inception and continued cash outflows from operating activities (all as described below), the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a period of one The Company’s business plan contemplates that it will launch the FF 91 for delivery to customers beginning in Q3 2022, with testing, validation, and certification complete in Q3 2022. Since its formation, the Company has devoted substantial effort and capital resources to strategic planning, engineering, design, and development of its electric vehicle platform, development of initial electric vehicle models, and capital raising. Since inception, the Company has incurred cumulative losses from operations, negative cash flows from operating activities, and has an accumulated deficit of $2,907,644 as of December 31, 2021. After the closing of the Business Combination and the PIPE Financing on July 21, 2021, the Company received gross proceeds aggregating $990,983, which it used to pay $84,278 in transaction costs and $139,557 to settle certain liabilities. The Company expects to use the remaining net proceeds of $767,148 to finance the ongoing operations of the business. The Company has funded its operations and capital needs primarily through the net proceeds received from capital contributions, the issuance of related party notes payable and notes payable (see Note 9, Related Party Notes Payable Notes Payable Stockholders’ Equity (Deficit) Business Combination . The Company’s ongoing liquidity needs will depend on the extent to which the Company’s actual costs vary from the Company’s estimates and the Company’s ability to control these costs, as well as the Company’s ability to raise additional funds. The Company is exploring various funding and financing alternatives to fund its ongoing operations, including equipment leasing, construction financing of the Hanford, California manufacturing facility, secured syndicated debt financing, convertible notes, working capital loans, and equity offerings, among other options. The particular funding mechanisms, terms, timing, and amounts are dependent on the Company’s assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time. The timely achievement of the Company’s operating plan as well as its ability to maintain an adequate level of liquidity are subject to various risks associated with the Company’s ability to continue to successfully close additional sources of funding, control and effectively manage its costs, as well as factors outside of the Company’s control, including those related to global supply chain disruptions, the rising prices of materials and potential impact of the COVID-19 pandemic. Refer to the section titled, “ Risk Factors The Company expects to continue to generate significant operating losses for the foreseeable future. The plans are dependent on the Company being able to continue to raise significant amounts of capital through the issuance of additional notes payable and equity securities. There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future funding raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or on acceptable terms, if at all. If events or circumstances occur such that the Company does not meet its strategic plans, the Company will be required to reduce discretionary spending, alter or scale back vehicle development programs, be unable to develop new or enhanced production methods, or be unable to fund capital expenditures. Any such events would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives. As of December 31, 2021, the Company was in default on a related party note payable with a principal amount of $9,411. Subsequent to the balance sheet date, in January 2022, the Company defaulted on the Optional Notes (see Note 10, Notes Payable The Consolidated Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the Consolidated Financial Statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. COVID-19 Pandemic The World Health Organization declared a global emergency on March 11, 2020, with respect to the outbreak of a novel strain of coronavirus, or COVID-19 pandemic. There are many uncertainties regarding the current global COVID-19 pandemic. The Company is closely monitoring the impact of the pandemic on all aspects of its business, including the impact on its employees, suppliers, vendors, and business partners. The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. For example, the Company’s employees based in California have been subject to stay-at-home orders from state and local governments. While the stay-at-home orders were lifted on June 15, 2021, the Company continues to operate under various return-to-work protocols and must continue to follow certain safety and COVID-19 protocols. These measures may adversely impact the Company’s employees and operations and the operations of suppliers and business partners and could negatively impact the construction schedule of the Company’s manufacturing facility and the production schedule of the FF 91 electric vehicle. In addition, various aspects of the Company’s business and manufacturing facility cannot be conducted remotely. The extent of the continuing impact of the COVID-19 pandemic on the Company’s operational and financial performance is uncertain and will depend on many factors outside the Company’s control including, without limitation, the timing, extent, trajectory and duration of the pandemic; the availability, distribution, and effectiveness of vaccines; the imposition of protective public safety measures; and the impact of the pandemic on the global economy, including the Company’s supply chain, and on the demand for consumer products. Future measures taken by government authorities in response the COVID-19 pandemic could adversely affect the Company’s construction and manufacturing plans, sales and marketing activities, and business operations. On July 21, 2021, the Company consummated the Business Combination. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company. Upon the consummation of the Business Combination, the Company changed its name from Property Solutions Acquisition Corp. to Faraday Future Intelligent Electric Inc. |
Business Combination
Business Combination | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Business Combination | 3. Business Combination On July 21, 2021, the Company consummated the Business Combination. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company. Upon the consummation of the Business Combination, the registrant changed its name from Property Solutions Acquisition Corp. to Faraday Future Intelligent Electric Inc. Commitment to Issue Class A and Class B Common Stock As part of the closing of the Business Combination, former stockholders and noteholders of Legacy FF are required to submit a signed Company share letter of transmittal or converting debt letter of transmittal along with a lockup agreement to the Company’s transfer agent in order for shares of the Company to be issued in their name in exchange for their shares in, notes from, vendor trust or other supplier agreements with, Legacy FF. Until the holder of the right to receive shares of the Company’s Class A Common Stock is issued shares, that holder does not have any of the rights of a stockholder. During the three and nine months ended September 30, 2022, the Company issued 20,264,715 and 89,152,131 shares of Class A Common Stock, respectively, and 64,000,588 shares of Class B Common Stock in full satisfaction of its commitment to issue Class A and Class B Common Stock. The Company determined that the commitment to issue shares of Class A and Class B Common Stock is indexed to the Company’s own equity, within the meaning in ASC 815-10-15-74 and met the scope exception to not be subject to derivative accounting under ASC 815-40-25. As such, the Company classified the commitment to issue shares of Class A and Class B Common Stock in equity. For purposes of presentation of shares outstanding in the Company’s financial statements, the unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Commitment to Issue Class A Common Stock and Stockholders’ Equity (Deficit) present legally issued and outstanding shares. For purposes of presentation of basic and diluted net loss per share in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration. | 3. Business Combination On the Closing Date, and in accordance with the terms and conditions of the Merger Agreement, all issued and outstanding Legacy FF Ordinary Stock and Convertible Preferred Stock were cancelled and converted into the holder’s right to receive shares of the Company’s Common Stock at the exchange ratio of 0.14130 (“Exchange Ratio”). Gross proceeds from the PSAC trust account were $229,583, out of which the Company received $206,435 in cash, after netting PSAC’s transaction costs related to the Business Combination, and redemptions of $206. Each non-redeemed outstanding share of Common Stock of PSAC was converted into one share of Class A Common Stock of the Company. The shares of Legacy FF held by Legacy FF shareholders were converted into the right to receive 127,949,403 shares of the Company’s Class A Common Stock and 64,000,588 shares of the Company’s Class B Common Stock. The conversion of the right to receive shares in the Company into Class A Common Stock or Class B Common Stock is subject to the shareholders executing and delivering certain customary documents to the Company’s transfer agent (see Note 13, Stockholders Equity (Deficit) Commitment to Issue Class A and Class B Common Stock As part of the Closing of the Business Combination, former stockholders and noteholders of Legacy FF are required to submit a signed Company share letter of transmittal or converting debt letter of transmittal along with a lock-up agreement to the Company’s transfer agent in order for shares of the Company to be issued in their name in exchange for their shares in, notes from, vendor trust or other supplier agreements with, Legacy FF. As of December 31, 2021, the Company’s transfer agent issued 167,280,677 legally outstanding shares of Class A Common Stock out of 320,433,395 shares of Class A and Class B Common Stock the Company is obligated to issue as part of the Business Combination, including the conversion of certain notes payable, related party notes payable and Vendor Trust obligations which the Company determined were legally settled upon the Closing pursuant to the terms of the agreements executed with those parties. Until the holder of the right to receive shares of the Company’s Class A and Class B Common Stock is issued shares, that holder does not have any of the rights of a stockholder. The Company determined that the obligation to issue shares of Class A and Class B Common Stock is indexed to the Company’s own equity, within the meaning in ASC 815-10-15-74 and met the scope exception to not be subject to derivative accounting under ASC 815-40-25. As such, the Company classified the obligation to issue shares of Class A and Class B Common Stock in equity. For purposes of presentation of shares outstanding in the Company’s financial statements, the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity (Deficit) present legally issued and outstanding shares. For purposes of presentation of basic and diluted net loss per share in the Consolidated Statements of Operations and Comprehensive Loss, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration. Earnout Shares Legacy FF shareholders, as of the Closing Date of the Business Combination until its fifth anniversary, are entitled to contingent consideration of up to 25,000,000 additional shares of Class A Common Stock in the aggregate in two equal tranches upon the occurrence of each earnout triggering event (“Earnout Shares”). The earnout triggering events and related Earnout Shares as defined in the Merger Agreement are: ● The minimum earnout of 12,500,000 additional shares is triggered if the Class A Common Stock volume weighted average price (“VWAP”), as defined in the Merger Agreement, is greater than $13.50 per share for any period of twenty (20) trading days out of thirty (30) consecutive trading days (“Minimum Target Shares”); ● The maximum earnout of an additional 12,500,000 additional shares is triggered if the Class A Common Stock VWAP is greater than $15.50 per share for any period of twenty (20) trading days out of thirty (30) consecutive trading days, plus the Minimum Target Shares, if not previously issued. The Company recognized the Earnout Shares at fair value upon the closing of the Business Combination and classified them in Stockholders’ Equity (Deficit) since the Earnout Shares were determined to be indexed to the Company’s own stock and meet the requirements for equity classification in accordance with ASC 815-40. The Company treated the issuance of the Earnout Shares as a deemed dividend as the Business Combination was accounted for as a reverse recapitalization. Since it had a deficit of retained earnings, the Company recorded the issuance of the Earnout Shares in additional paid-in capital (“APIC”), where it had a net-nil impact on the APIC balance. The Company determined that the fair value of the Earnout Shares at the Closing Date was $293,853 based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility. Public and Private Warrants In connection with the Business Combination, the Company assumed 22,977,568 public warrants (“Public Warrants”) and 594,551 private warrants (“Private Warrants”) previously issued by PSAC, each with an exercise price of $11.50 per share. The Public Warrants and the Private Warrants are exercisable into Class A Common Stock within a period of five Reverse Recapitalization While the legal acquirer in the Business Combination was PSAC, for accounting and financial reporting purposes under GAAP, Legacy FF was determined to be the accounting acquirer and the Business Combination was accounted for as a “reverse recapitalization” based on the facts and circumstances, including the following: ● Legacy FF’s former shareholders hold a majority ownership interest in the combined company; ● Legacy FF’s existing senior management team comprise senior management of the combined company; ● Legacy FF is the larger of the companies based on historical operating activity and employee base; and ● Legacy FF’s operations comprise the ongoing operations of the combined company. A reverse recapitalization does not result in a new basis of accounting and the financial statements of the combined entity represent the continuation of the financial statements of Legacy FF. Under this method of accounting, PSAC was treated as the “acquired” entity. Accordingly, the consolidated assets, liabilities, and results of operations of Legacy FF became the historical financial statements of the Company, and PSAC’s assets and liabilities were consolidated with Legacy FF’s on July 21, 2021. Operations of Legacy FF prior to the Business Combination will be presented as those of the Company in future reports. The net assets of PSAC, as well as assumed transaction costs related to the Business Combination, were recognized at their carrying value immediately prior to the Closing Date with no goodwill or other intangible assets recorded and were as follows, net of transaction costs: PSAC Cash in the PSAC trust account at the Closing of the Business Combination $ 229,583 Other current assets 36 Accounts payable, accrued expenses, and other current liabilities (225 ) Accrued transaction costs (5,108 ) PSAC transaction costs assumed as part of the Business Combination (18,040 ) Related party notes payable (1,080 ) Private Warrants liability (2,152 ) Obligation to issue registered shares of Class A Common Stock assumed as part of the Business Combination (32,900 ) Net assets acquired $ 170,114 Pursuant to the terms of the Merger Agreement, immediately prior to the Closing, all of the issued and outstanding Class B Convertible Preferred Stock held by FF Top Holding LLC (“FF Top”) converted into Legacy FF Class B Ordinary Stock at a ratio of 1:1. Upon the consummation of the merger, these shares were cancelled and converted into the holder’s right to receive 64,000,588 shares of Class B Common Stock using the Exchange Ratio. Similarly, immediately prior to the Closing, all other outstanding shares of Legacy FF converted into Legacy FF Class A Ordinary Stock at a ratio of 1:1. Upon the consummation of the merger, these shares were cancelled and converted into the holder’s right to receive 127,949,403 shares of Class A Common Stock using the Exchange Ratio. Each of the Company’s options that were outstanding immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase Class A Common Stock equal to the number of original Legacy FF’s Ordinary Stock, subject to such options, multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio for aggregate outstanding options of 42,193,512 under the EI Plan and the STI Plan (defined under Note 14, Stock-Based Compensation Notes Payable PIPE Financing Concurrently with the execution of the Merger Agreement, the Company entered into separate Subscription Agreements with a number of investors (“PIPE Investors”) pursuant to which, on the Closing Date, the PIPE Investors purchased, and the Company issued, an aggregate of 76,140,000 shares of Class A Common Stock, for a purchase price of $10.00 per share with an aggregate purchase price of $761,400 (“PIPE Financing”). Shares sold and issued in the PIPE Financing included registration rights. The closing of the Private Placement occurred immediately prior to the Closing Date. Settlement of Liabilities and Commitment to Issue Shares In conjunction with the closing of the Business Combination, the Company paid $139,557 in cash and committed to issue 24,464,994 shares of Class A Common Stock at a value of $10.00 per share to settle liabilities of the Company and to compensate current and former employees, including: (i) notes payable principal amounts of $85,202 and accrued interest of $7,436; (ii) related party notes payable principal amounts of $91,420 and accrued interest of $13,581; (iii) interests in the Vendor Trust of $124,671, including payables of $102,950 and purchase orders in the amount of $8,380 related to goods and services yet to be received, and accrued interest thereon of $13,341; (iv) $19,791 of amounts due to vendors; and (v) $9,592 to current and former employees as a bonus. In addition, the Company issued 1,350,970 restricted stock awards, net of forfeitures, to current employees as a bonus (see Note 14, Stock-Based Compensation). In connection with the Business Combination, the Company converted certain related party notes payable, notes payable, and beneficial interests in the Vendor Trust into the right to receive Class A Common Stock at $10.00 per share which was below the fair value of the Class A Common Stock on the date of conversion. The conversion resulted in the Company recording a loss upon settlement of the related party notes payable, notes payables, Vendor Trust, and amounts due to vendors (including accrued interest thereon) of $94,727 in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. The number of shares of Common Stock the Company committed to issue upon the Closing of the Business Combination were as follows: Number of shares Class A and B Ordinary Stock outstanding on July 1, 2021 30,276,958 Class A Ordinary Stock issued through option exercises between July 1, 2021 and July 21, 2021, net of share repurchases 1,035,399 Ordinary Stock outstanding prior to the Business Combination 31,312,357 Conversion of Redeemable Preference Stock and Class B, Class A-1, Class A-2, and Class A-3 Convertible Preferred Stock into Class A and B Common Stock 160,637,633 Issuance of Class A Common Stock in the Business Combination 27,798,411 Conversion of assumed convertible notes into Class A Common Stock 80,000 Total note conversion and share issuance pursuant to the reverse recapitalization* 188,516,044 Conversion of liabilities into Class A Common Stock in the Business Combination** 24,464,994 Shares attributable to reverse recapitalization 244,293,395 Issuance of Class A Common Stock attributable to PIPE Financing 76,140,000 Total shares of Class A and Class B Common Stock as of the closing of the Business Combination and related transactions 320,433,395 * The corresponding adjustment to APIC relates to the reverse recapitalization. The adjustment is comprised of (i) $170,114 which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of PSAC, net of transaction costs related to the business combination (ii) $1,815,637 which represents the conversion of the Redeemable Preference Stock and Convertible Preferred Stock into Ordinary Stock and, (iii) $800 to settle an aggregate principal amount of related party convertible notes of PSAC into Class A Common Stock. ** The Company committed to issue 6,921,814 shares of Class A Common Stock to convert related party notes payable (see Note 9, Related Party Notes Payable Notes Payable Vendor Payables in Trust Subsequent to the closing of the Business Combination, the Company issued 80,000 shares of Class A Common Stock and 80,000 Private Warrants to settle related party notes of PSAC with an aggregate principal amount of $800 (see Note 9, Related Party Notes Payable Reconciliation of transaction costs Total direct and incremental transaction costs aggregated to $125,943, of which $900 were expensed and the remaining $125,043 were recorded as a reduction to APIC as equity transaction costs. Below is a reconciliation of the transaction costs related to the Business Combination and the PIPE Financing that were recorded as a reduction to APIC as equity transaction costs: Reconciliation at Consolidated Statements of Stockholders’ Equity (Deficit) Proceeds from issuance of Class A Common Stock in the Business Combination $ 229,583 Transaction costs paid in connection with the Business Combination (23,148 ) Net proceeds from issuance of Class A Common Stock in the Business Combination 206,435 Net assets acquired and liabilities assumed in the Business Combination, exclusive of cash and accrued transaction costs (3,421 ) Obligation to issue registered shares of Class A Common Stock for transaction services (32,900 ) Net assets and liabilities acquired in the Business Combination $ 170,114 Proceeds from issuance of Class A Common Stock in the PIPE Financing $ 761,400 Transaction costs paid in connection with the issuance of Class A Common Stock in the PIPE Financing (61,130 ) Reclassification of deferred transaction costs paid in prior periods against proceeds received in the Business Combination (7,865 ) Net proceeds from issuance of Class A Common Stock in the PIPE Financing $ 692,405 Transaction costs paid in connection with the Business Combination $ (23,148 ) Transaction costs paid in connection with the PIPE Financing (61,130 ) Reclassification of deferred transaction costs paid in prior periods against proceeds received in the Business Combination (7,865 ) Obligation to issue registered shares of Class A Common Stock for transaction services (32,900 ) Total transaction costs in connection with the Business Combination and the PIPE Financing $ (125,043 ) Retroactive Application of Reverse Recapitalization As discussed above, the Business Combination is accounted for as a reverse recapitalization of the Company’s equity structure. Pursuant to GAAP, the Company recast its Consolidated Statements of Stockholders’ Equity (Deficit) from December 31, 2019, to the Closing Date, the total stockholders’ equity (deficit) within the Company’s Consolidated Balance Sheet as of December 31, 2020, and the weighted average Common Stock outstanding, and Class A and Class B, basic and diluted earnings per share for the year ended December 31, 2020, by applying the recapitalization retroactively. The classes of capital stock; authorized, issued, and outstanding amounts of stock; exercise prices of stock options and warrants; and conversion rates of related party notes payable and notes payable are presented as recast throughout the Consolidated Financial Statements. Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Stockholders’ Equity (Deficit) Pursuant to the terms of the Merger Agreement, as part of the closing of the Business Combination, all of the issued and outstanding shares of Class B Convertible Preferred Stock of Legacy FF and all other issued and outstanding shares of Legacy FF Redeemable Preference Stock and Class A-1, Class A-2, and Class A-3 Convertible Preferred Stock and Class A and Class B Ordinary Stock converted into either Legacy FF Class B Ordinary Stock or Legacy FF Class A Ordinary Stock in an amount calculated by dividing them by the Exchange Ratio into a commitment to issue 64,000,588 shares of Class B Common Stock and a commitment to issue 127,949,403 shares of Class A Common Stock. Legacy FF New Capital Structure Outstanding Exchange The Commitment to Closing Date Ratio Class A Class B Redeemable Preference Stock 470,588,235 0.14130 66,494,117 Class B Convertible Preferred Stock 452,941,177 0.14130 64,000,588 Class A-1 Convertible Preferred Stock 73,306,184 0.14130 10,358,162 Class A-2 Convertible Preferred Stock 138,737,629 0.14130 19,603,624 Class A-3 Convertible Preferred Stock (1) 1,281,976 0.14130 181,143 Class A Ordinary Stock 71,551,672 0.14130 10,109,892 Class B Ordinary Stock 150,052,834 0.14130 21,202,465 1,358,459,707 127,949,403 64,000,588 (1) The Company issued Convertible Preferred Stock Class A-3 immediately prior to the Closing of the Business Combination to settle certain notes payable (see Note 10, Notes Payable Retroactive Application of Reverse Recapitalization to the Consolidated Statements of Operations and Comprehensive Loss Based on the retroactive application of the reverse recapitalization to the Company’s Consolidated Statements of Stockholders’ Equity (Deficit), the Company recalculated the weighted average shares for the years ended December 31, 2021 and 2020. The redeemable preference stock and convertible preferred stock was converted to Legacy FF Ordinary Stock as of December 31, 2019, and combined with the basic and diluted weighted-average Legacy FF Ordinary Stock which was retroactively converted to the Company’s Class A Common Stock using the Exchange Ratio to conform to the recast Consolidated Statements of Stockholders’ Equity (Deficit) (see Note 16, Net Loss per Share Retroactive Application of Reverse Recapitalization to the Consolidated Balance Sheets To conform to the retroactive application of recapitalization of the Company’s Consolidated Statements of Stockholders’ Equity (Deficit), the Company reclassified $724,823 of Legacy FF Redeemable Preference Stock and $697,643 of Legacy FF Class B Convertible Preferred Stock to APIC, less amounts attributable to the par value of the common stock, as recast, as of December 31, 2020. Pursuant to the terms of the Merger Agreement, as part of the closing of the Business Combination, the Company reclassified Convertible Preferred Stock Classes A-1, A-2, and A-3 in the amounts of $119,047, $271,925 and $2,199, respectively, to APIC less amounts attributable to the par value of Class A Common Stock. |
Deposits and Other Current Asse
Deposits and Other Current Assets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deposits and Other Current Assets [Abstract] | ||
Deposits and Other Current Assets | 4. Deposits and Other Current Assets Deposits and other current assets consist of the following: Deposits: September 30, December 31, Deposits for research and development, prototype and production parts, and other $ 39,142 $ 54,990 Deposits for “Future Work” 5,388 8,380 Total deposits $ 44,530 $ 63,370 Other current assets: Prepaid expenses $ 19,300 $ 11,119 Other current assets 4,459 2,291 Total other current assets $ 23,759 $ 13,410 During the three and nine months ended September 30, 2022, the Company made deposits for research and development (“R&D”), prototype and production parts with its vendors, which support the Company’s ongoing R&D efforts and operations. The Company expenses deposits as the services are provided and prototype parts are received. Amortization expense related to the Palantir hosting arrangement and other prepaid software subscriptions totaled $3,204 and $1,466 for the three months ended September 30, 2022 and 2021, and $8,866 and $1,739 for the nine months ended September 30, 2022 and 2021, respectively. During the three months ended September 30, 2022, the Company entered into an insurance policy for its directors and officers (“D&O Policy”), which required it to make a prepayment in the amount of $21,732, of which $4,265 was amortized to General and administrative expenses in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for three and nine months ended September 30, 2022. | 5. Deposits and Other Current Assets Deposits and other current assets consists of the following as of December 31: 2021 2020 Deposits Deposits for research and development, prototype parts and other $ 54,990 $ 6,412 Deposits for Future Work 8,380 — Total deposits $ 63,370 $ 6,412 Other current assets Prepaid expenses $ 11,119 $ 762 Other current assets 2,291 3,364 Notes receivable — 40 Due from affiliate — 2,034 Total other current assets $ 13,410 $ 6,200 During the years ended December 31, 2021 and 2020, the Company made deposits for R&D services, prototype parts, and other with its vendors, which support the Company’s ongoing R&D efforts and operations. The Company expenses deposits as the services are provided and prototype parts are received. The deposits also include $8,380 as of December 31, 2021 related to goods and services yet to be received (“Future Work”) from the settlement of interests in the Vendor Trust. No Vendor Payables in Trust During year ended December 31, 2021, the Company entered into a hosting arrangement with Palantir Technologies Inc. (“Palantir”), which was also a subscriber in the PIPE Financing. Unamortized hosting costs prepaid to Palantir are included in prepaid expenses as of December 31, 2021. Amortization expense related to the Palantir hosting arrangement and other prepaid software subscriptions totaled $4,597 and $745 for the years ended December 31, 2021 and 2020, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net, consists of the following: September 30, December 31, Buildings $ 14,180 $ 14,180 Computer hardware 3,112 3,051 Tooling, machinery, and equipment 8,916 8,868 Vehicles 337 337 Computer software 4,027 1,032 Leasehold improvements 383 297 Construction in process 391,880 275,048 Less: Accumulated depreciation (11,178 ) (9,678 ) Total property and equipment, net $ 411,657 $ 293,135 Depreciation expense related to property and equipment totaled $799 and $659 for the three months ended September 30, 2022 and 2021, respectively, and $2,271 and $2,529 for the nine months ended September 30, 2022 and 2021, respectively. | 6. Property and Equipment, Net Property and equipment, net, consists of the following as of December 31: 2021 2020 Land $ — $ 13,043 Buildings 14,180 21,899 Building improvements — 8,940 Computer hardware 3,051 4,058 Tooling, machinery and equipment 8,868 5,451 Vehicles 337 583 Computer software 1,032 7,095 Leasehold improvements 297 298 Construction in process 275,048 251,633 Less: Accumulated depreciation (9,678 ) (19,067 ) Total property and equipment, net $ 293,135 $ 293,933 The Company’s construction in process (“CIP”) is primarily related to the construction of tooling, machinery and equipment for the Company’s production facility in Hanford, California. Tooling, machinery, and equipment are either held at Company facilities, primarily the Hanford plant, or at the vendor’s location until the tooling, machinery and equipment is completed. Of the $275,048 and $251,633 of CIP, $43,496 and $42,734 is held at Company facilities and $231,552 and $208,899 is held at vendor locations as of December 31, 2021 and 2020, respectively. Depreciation and amortization expense totaled $8,158 and $3,517 for the years ended December 31, 2021 and 2020, respectively. On February 4, 2019, the Company entered into a Purchase and Sale Agreement (“PSA”) for the Company’s headquarters (“HQ”) with Atlas Capital Investors V, LP (“Atlas”) for a sale price of $29,000. In March 2019, the Company entered into an agreement to lease its headquarters back from Atlas for a term of three years, with an option to repurchase the property at any time prior to the expiration of the lease for a purchase price equal to the greater of $44,029 or the fair market value of the HQ, as determined in accordance with the lease agreement. Due to the inclusion of the purchase option in the lease agreement, the Company was considered to have continuing involvement and, thus, accounted for the transaction as a failed sale leaseback, with the HQ assets subject to the sale leaseback remaining on the balance sheet and the sale proceeds recorded as a liability in accordance with the financing method. The Company recognized a $29,000 financing obligation recorded in Accrued expenses and other current liabilities and Capital leases, less current portion on the Consolidated Balance Sheets as of December 31, 2020. No gain or loss was record on the failed sale-leaseback. The Company continued to capitalize and depreciate the HQ asset. The ongoing lease payments to Atlas were recorded as reductions to the finance obligation and Interest Expense in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020. The Company recorded interest expense of $1,464 and $1,760 and during the years ended December 31, 2021 and 2020, respectively. On October 29, 2021, the purchase option for the Gardena headquarters expired. Accordingly, the Company removed from its Consolidated Balance Sheets the HQ asset, net and finance obligation in the amounts of $25,381 and $28,880, respectively, resulting in a gain of $3,499. The Company recognized the gain using the installment method, deferring the gain and recognizing it over the remaining lease term of five years by applying the percentage of profit inherent in the transaction to the remaining lease payments. Capital leases of $14,180 and $43,882 have been capitalized within property and equipment as of December 31, 2021 and 2020, respectively. The Company has three capital leases, one in Gardena, California for its headquarters and two equipment leases. Due to the build out of the Company’s manufacturing facility in Hanford, California, the Company established an asset retirement obligation (“ARO”) of $2,974 during the year ended December 31, 2021. The Company recorded an ARO liability and a corresponding ARO asset, within tooling, machinery, and equipment. The ARO asset is depreciated to operating expense over the remaining term of the lease through December 2027. During 2021, the Company disposed of $72,055 of CIP relating to the abandonment of certain FF 91 program assets, primarily vendor tooling, machinery and equipment, due to the redesign of the related FF 91 components and implementation of the Company’s cost reduction program. Disposals of CIP of $64,191 were charged to operating expenses in the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2021. In addition, there were disposals of CIP of $7,864, which reduced Accounts Payable in the Consolidated Balance Sheets as of December 31, 2021. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: September 30, December 31, 2021 Accrued legal contingencies $ 14,606 $ 16,881 Engineering, design and testing services received not invoiced 7,637 6,620 Deposits from customers 3,708 4,354 Accrued legal contingencies due to affiliates 6,551 6,673 Obligation to issue registered shares of Class A Common Stock (1) — 12,635 Bridge Warrants (2) 4,686 — Other current liabilities 8,916 21,597 Total accrued expenses and other current liabilities $ 46,104 $ 68,760 (1) The obligation to issue registered shares of Class A Common Stock was reclassified to Commitment to issue Class A Common Stock upon the adoption of ASU 2020-06 on January 1, 2022, and subsequently to Additional paid-in capital (“APIC”) upon the issuance of Class A Common Stock on July 21, 2022 (see Note 7, Fair Value of Financial Instruments). (2) Issuance of Liability-classified Warrants On various funding dates and as part of the SPA (as defined and further discussed in Note 9, Notes Payable The Company determined that the Bridge Warrants represent a liability that should be measured at fair value at each issuance date and reporting period, with changes recorded in Changes in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, as the Bridge Warrants contained provisions that allow the holders to redeem them in cash at any time upon the occurrence of a Fundamental Transaction, as defined in the warrants agreements, among other events, as a sale or transfer of the majority of its assets, merger with or acquisition by a third party. Accordingly, the Company recorded the Bridge Warrants in Accrued expense and other current liabilities in the Company’s unaudited Condensed Consolidated Balance Sheet upon their issuance based on the relative fair values of the Bridge Notes and Bridge Warrants with portions of the proceeds, net of original issue discount and allocated transaction costs, so allocated to the warrants in the amount of $6,971. On September 30, 2022, the Company determined the value of the warrants to be $4,686 and recorded the difference as gain in the amount of $2,285 in the Changes in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022. | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following as of December 31: 2021 2020 Accrued expenses and other current liabilities Accrued payroll and benefits $ 21,752 $ 19,180 Accrued legal contingencies 16,881 5,025 Capital lease, current portion 2,574 4,396 Tooling, machinery, and equipment received not invoiced 7,243 509 Engineering, design, and testing services received not invoiced 6,620 — Deposits from customers 4,354 3,523 Due to affiliates 6,673 5,123 Obligation to issue registered shares of Class A Common Stock 12,635 — Other current liabilities 11,780 14,626 Total accrued expenses and other current liabilities $ 90,512 $ 52,382 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities, or funds. Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. Government and agency debt securities and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models or similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. The Company has elected to apply the fair value option to certain notes payable with conversion features as discussed in Note 9, Notes Payable Notes Payable The Company has elected to measure certain notes payable at fair value. Specifically, the Optional Notes and the June 2021 Notes (as defined below), issued pursuant to the Note Purchase Agreement (“NPA”), and the Bridge Notes (as defined below), issued pursuant to the SPA (as defined below), as amended, as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 9, Notes Payable The fair value adjustments related to notes payables were recorded in Change in Fair Value Measurements on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Commitment to Issue Class A Common Stock Upon the closing of the Business Combination, the Company assumed an obligation of PSAC to deliver 2,387,500 registered shares of Class A Common Stock to an entity that provided consulting and advisory services in connection with the Business Combination to PSAC for no consideration. Prior to the adoption of ASU 2020-06, the agreement with the service provider specified that the shares to be delivered are required to be registered, which is considered to be outside of the control of the Company, and therefore this obligation failed to qualify for equity treatment under ASC 815-40-25-10, and net cash settlement was assumed. As a result, in conjunction with recording the assets and liabilities of PSAC on the closing of the Business Combination, the Company recorded a liability of $32,900 for the Obligation to issue registered shares of Class A Common Stock in the Consolidated Balance Sheets during the year ended December 31, 2021. As of December 31, 2021, the fair value of the liability was $12,635 resulting in a gain of $20,265 recorded in the Change in Fair value measurements in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. On January 1, 2022, upon the adoption of ASU 2020-06, the requirement to consider whether settlement is required to be in registered shares is no longer required to be considered in an entity’s evaluation of net cash settlement, however ASC 480-10-S99-3a was not amended in a similar fashion and therefore the Company, as part of the adjustments due to the adoption of ASU 2020-06, reclassified the Obligation to issue registered shares of Class A Common Stock from liabilities to the Commitment to issue Class A Common Stock within temporary equity. On July 21, 2022, the Company amended its agreement with the service provider and delivered 2,387,500 unregistered shares of Class A Common Stock in satisfaction of its obligation. Upon its settlement, the carrying amount of the commitment equaled its initial carrying amount, therefore the Company classified the entire commitment to issue Class A Common Stock to APIC in the amount of $32,900. Transfer of Private Warrants to Unaffiliated Third Parties On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer, the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value of $186. Issuance of Liability-classified Warrants The Company used a Monte Carlo simulation model to measure the fair value of the warrants, where the significant assumptions used the volatility rate, the forecasted term of the Bridge Warrants and the projected stock price of the Company’s Class A Common Stock over such term. Recurring Fair Value Measurements Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy: September 30, 2022 Level 1 Level 2 Level 3 Liabilities: Notes payable $ — $ — $ 46,950 Private Warrants — — 130 Bridge Warrants — — 4,686 December 31, 2021 Level 1 Level 2 Level 3 Liabilities: Notes payable $ — $ — $ 161,282 Private Warrants — — 642 Obligation to issue registered shares of Class A Common Stock — — 12,635 The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, and accounts payable approximate fair value because of their short-term nature or contractually defined value. The following table summarizes the activity of Level 3 fair value measurements: Bridge Notes Private Obligation Balance as of December 31, 2021 $ — $ 161,282 $ 642 $ 12,635 Additions 6,971 44,500 — — Changes in fair value measurements (2,285 ) (4,549 ) (326 ) — Payments of notes payable, including Payment Premium — (87,065 ) — — Conversions of notes to common stock — (67,218 ) — — Reclassification of Private Warrants to Public Warrants — — (186 ) — Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06 — — (12,635 ) Balance as of September 30, 2022 $ 4,686 $ 46,950 $ 130 $ — | 8. Fair Value of Financial Instruments Cash Equivalents The fair value of the Company’s money market funds is based on the closing price of these assets as of the reporting date, which are included in cash equivalents. The Company’s money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted prices for identical instruments in active markets. The Company had no cash equivalents at December 31, 2021 and 2020. Related Party Notes Payable and Notes Payable at Fair Value The Company has elected to measure certain related party notes payable and notes payable at fair value issued under the Notes Purchase Agreement, as amended (“NPA”) as they contain embedded liquidation premiums with conversion rights that represent embedded derivatives (see Note 9, Related Party Notes Payable Notes Payable Notes Payable The fair value adjustments related to related party notes payables and notes payables were recorded in Change in Fair Value Measurements on the Consolidated Statements of Operations and Comprehensive Loss. Warrants In conjunction with notes payable agreements entered into with Ares Capital Corporation (“Ares”) on March 1, 2021 (see Note 10, Notes Payable (1) The Company used the Black-Scholes option pricing model to value the Ares Warrants. The Black-Scholes model requires the use of several assumptions including, the exercise price of the warrant, the term over which the warrants can be exercised, the risk-free rate, the underlying stock price, and the volatility of the underlying stock price. In conjunction with notes payable issued under the NPA (see Note 10, Notes Payable (10) In conjunction with the issuance of additional notes payable to the same US-based investment firm on June 9, 2021 (see Note 10, Notes Payable In conjunction with the issuance of the Optional Notes on August 10, 2021 (see Note 10, Notes Payable, Upon the Closing of the Business Combination, the Company assumed 22,977,568 Public Warrants and 594,551 Private Warrants from PSAC. The Company also issued 80,000 Private Warrants to settle related party notes of PSAC (see Note 3, Business Combination Fair value measurements associated with the Private Warrants liabilities represent Level 3 valuations under the fair value hierarchy. Obligation to Issue Registered Shares of Class A Common Stock PSAC entered into a transaction services agreement, dated as of October 13, 2020 (and amended on October 28, 2020), pursuant to which Riverside Management Group (“RMG”) provided consulting and advisory services in connection with the Business Combination in exchange for (i) $10,000 in cash from PSAC at the closing of the Business Combination, (ii) 1,697,500 unregistered shares of Class A Common Stock with an equal amount of shares of common stock in PSAC being forfeited by the PSAC Sponsor for no consideration immediately prior to the Closing, and (iii) 690,000 unregistered shares of Class A Common Stock issued by the Company in conjunction with the closing of the Business Combination having a value equal to $6,900 and an attributed value of $10.00 per share. On July 18, 2021, the Company entered into an omnibus transaction services fee agreement and acknowledgement (“Agreement and Acknowledgement”) with RMG. Pursuant to the Agreement and Acknowledgement, the Company will issue 2,387,500 registered shares of Class A Common Stock to the parties upon effectiveness of the registration statement covering these shares. As of December 31, 2021, the Company’s registration statement is not effective. As the Agreement and Acknowledgement specified that delivery of these shares will occur upon effectiveness of a registration statement covering the shares, which is considered to be outside of the control of the Company, this obligation failed to qualify for equity treatment under ASC 815-40-25-10 and 25-14, and net cash settlement is assumed. As a result, in conjunction with recording the assets and liabilities of PSAC on the closing of the Business Combination, the Company recorded a liability of $32,900 to issue registered shares of Class A Common Stock, with a corresponding amount recorded in APIC as transaction costs in the Consolidated Balance Sheets. As of December 31, 2021, the fair value of the liability was $12,635 resulting in a gain of $20,265 recorded in the Change in Fair Value Measurements in the Consolidated Statements of Operations and Comprehensive Loss (see Note 13, Stockholders’ Equity (Deficit) The Company used the probability-weighted expected return method (“PWERM”) to determine the fair value of the obligation to issue registered shares. The PWERM framework is a scenario-based methodology that estimates the fair value of the obligation based upon an analysis of future values of the settlement of the obligation to issue shares, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In the equity settlement scenario, the obligation valuation was based on the Company’s share price as of each valuation date. In the cash settlement scenario, the obligation valuation was based the cash payment that equates to the share price times total shares to be issued, discounted to each valuation date. Fair value measurements associated with the obligation to issue shares represent Level 3 valuations under the fair value hierarchy. Recurring Fair Value Measurements Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables present financial assets and liabilities remeasured on a recurring basis by level within the fair value hierarchy: December 31, 2021 Level 1 Level 2 Level 3 Liabilities: Notes payable $ — $ — $ 161,282 Private Warrants — — 642 Obligation to issue registered shares of Class A Common Stock — — 12,635 December 31, 2020 Level 1 Level 2 Level 3 Liabilities: Related party notes payable $ — $ — $ 32,949 Notes payable — — 59,742 The9 Conditional Obligation — — 1,128 The carrying amounts of the Company’s financial assets and liabilities, including cash, restricted cash, deposits, and accounts payable approximate fair value because of their short-term nature or contractually defined value. The following table summarizes financial instruments carried at fair value: Related Notes The9 Private Obligation Balance as of December 31, 2019 $ 31,418 $ 22,326 $ 5,000 $ — $ — Proceeds — 30,000 — — — Changes in fair value 1,531 7,416 (3,872 ) — — Balance as of December 31, 2020 $ 32,949 $ 59,742 $ 1,128 $ — $ — Proceeds, net or original issuance discount — 171,929 — — — Original issue discount (1) — 11,860 — — — Proceeds allocated to equity classified warrants — (17,596 ) — — — Issuance of warrant liabilities — — — 290 — Transaction costs and consent fees charged to interest expense — 5,022 — — — Private warrant liability and obligation to issue registered shares assumed in Business Combination — — — 2,152 32,900 Repayment of principal and liquidation premium (27,593 ) (48,210 ) — — — Conversion to equity (5,519 ) (52,473 ) (2,863 ) — — Changes in fair value measurements 163 31,008 1,735 (1,800 ) (20,265 ) Balance as of December 31, 2021 $ — $ 161,282 $ — $ 642 $ 12,635 (1) Original issue discount represents the amount withheld by the note payable holder upon issuance of the note which will be paid, in addition to the full note payable principal, to the lender upon maturity of the notes payable. The original issue discount is included in Change in Fair Value Measurements on the Consolidated Statements of Operations and Comprehensive Loss. |
Related Party Notes Payable
Related Party Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Notes Payable | 8. Related Party Notes Payable The Company has been significantly funded by notes payable from related parties. These related parties include employees as well as affiliates of employees, affiliates, and other companies controlled or previously controlled by the Company’s founder and Chief Product and User Ecosystem Officer. Related party notes payable consists of the following as of September 30, 2022: Note Name Contractual Contractual Balance Interest Interest Related party notes – China (1) Due on Demand 18 % $ 8,451 $ 996 $ 2,931 Related party notes – China various other Due on Demand — % 3,802 — — $ 12,253 $ 996 $ 2,931 (1) As of September 30, 2022, the Company was in default on a related party note with a principal value of $8,451. The estimated fair value of the related party notes payable, which are not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $12,726 and $13,337 as of September 30, 2022 and December 31, 2021, respectively. Related party notes payable consists of the following as of December 31, 2021: December 31, 2021 Note Name Contractual Contractual Unpaid Net Related party notes - China Due on Demand 18 % $ 9,411 $ 9,411 Related party notes - China various other Due on Demand 0 % 4,244 4,244 Total related party notes payable $ 13,655 $ 13,655 | 9. Related Party Notes Payable The Company has been significantly funded by notes payable from related parties. These related parties include employees as well as affiliates of employees and affiliates and other companies controlled or previously controlled by the Company’s founder and former CEO. In connection with the findings of the Special Committee investigation (see Note 17, Subsequent Events Fair Value of Financial Instruments Related party notes payable consists of the following as of December 31, 2021: December 31, 2021 Note Name Contractual Contractual Unpaid Net Related party notes - China (1) Due on Demand 18.00 % $ 9,411 $ 9,411 Related party notes - China various other (2) Due on Demand 0.00 % 4,244 4,244 Total related party notes payable $ 13,655 $ 13,655 Related party notes payable consists of the following as of December 31, 2020: December 31, 2020 Note Name Contractual Contractual Unpaid Fair Value 0% Loss (Gain) on Net Related party note (3) June 30, 12.00 % $ 240,543 $ — $ (861 ) $ 204 $ 239,886 Related party note (4) Due on 15.00 % 10,000 — — — 10,000 Related party notes – NPA tranche (5) October 6, 10.00 % 27,593 5,356 — — 32,949 Related party notes – China (1) Due on 18.00 % 9,196 — — — 9,196 Related party notes – China various other (2)(6) Due on 0% coupon, 10.00% imputed 6,548 — (190 ) (22 ) 6,336 Related party notes – China various other (6) Due on 8.99 % 1,410 — — (3 ) 1,407 Related party notes – Other (7) Due on 0.00 % 424 — — — 424 Related party notes – Other (8) June 30, 6.99 % 4,160 — — (50 ) 4,110 Related party notes – Other (9) June 30, 8.00 % 6,452 — — (35 ) 6,417 Related party notes - Other (10) June 30, 1.52 8.99%, 8.00, 2.86 % % % 8,440 — — (137 ) 8,303 Related party notes – Other (11) Due on 8.99%, 6.99 % 1,760 — — (11 ) 1,749 Related party notes – Other (12) June 30, 8.00 % 11,635 — — (57 ) 11,578 Total related party notes payable $ 328,161 $ 5,356 $ (1,051 ) $ (111 ) $ 332,355 (1) In April 2017, the Company executed two separate note payable agreements with Chongqing Leshi Small Loan Co., Ltd. (“Chongqing”), for total principal of $8,742. Chongqing was previously controlled by the Company’s founder and former CEO and is a small banking institution. The notes payable matured on April 16, 2018, have no covenants, and are unsecured. The notes bore interest during the note term at 12.00% per annum. As the notes are in default as of December 31, 2021 and 2020, the outstanding balance is subject to an 18.00% compounding interest rate per annum. As of and for the Year 2021 2020 Outstanding principal $ 9,411 $ 9,196 Accrued interest 11,231 7,646 Interest expense 3,369 2,641 Foreign exchange (gain) loss on principal 810 595 Foreign exchange (gain) loss on accrued interest 679 463 (2) The Company issued the following notes with various related parties in China. In 2018, the Company entered into a $700 note payable with an employee. The note was payable on demand and bears interest at 0% per year. The note had no covenants and was unsecured. The note payable was in default as of December 31, 2020. Due to the note payable having an interest rate below market rates, the Company imputed interest upon entering into the note payable resulting in a debt discount and a capital contribution due to the related party nature of the arrangement. During the years ended December 31, 2021 and 2020, the Company recognized interest expense of $16 and $34, respectively, related to the accretion of the debt discount. As of December 31, 2020, the unamortized debt discount was $16. The Company reclassified the $730 carrying value of this loan from related party notes payable to notes payable during the year ended December 31, 2021 when the employee left the employment of the Company. As of and for the Year 2021 2020 Outstanding principal $ — $ 737 Interest expense 16 34 Foreign exchange (gain) loss on principal 30 48 Reclassification to notes payable 730 — The Company has various other unsecured related party borrowings totaling $4,244 at December 31, 2021. These borrowings do not have stated terms or a stated maturity date. Due to the notes payable having below market interest rates, the Company imputed interest upon entering into the notes payable resulting in a debt discount and a capital contribution due to the related party nature of the arrangements. During the years ended December 31, 2021 and 2020, the Company recognized interest expense of $141 and $310, respectively, related to the accretion of the debt discount. The unamortized debt discount was immaterial for the years ended December 31, 2021 and 2020. The Company made principal payments of $900 during the year ended December 31, 2021. As of and for the Year 2021 2020 Outstanding principal $ 4,244 $ 5,045 Interest expense 141 310 Foreign exchange (gain) loss on principal 99 326 Principal payments in cash 900 — The Company settled select related party notes payable during the year ended December 31, 2021 through the conversion of related party notes payable and accrued interest into Class A Common Stock just prior to the Business Combination and with a combination of cash payments and commitment to issue Class A Common Stock in settlement of outstanding principal plus accrued interest and conversion premiums pursuant to the Closing of the Business Combination, as follows: December 31, 2021 Note Name Contractual Contractual Net Amortization Accrued Borrowing Cash Equity Net Carrying Loss (Gain) Settlement prior to the Business Combination: Related party note (3) June 30, 2021 12.00 % $ 220,690 $ 657 $ 73,448 $ — $ — $ (294,795 ) $ — $ — Settlement in the Business Combination: Related party note (3) June 30, 2021 12.00 % 19,196 — — — — (19,196 ) 7,256 Related party note (4) Due on Demand 15.00 % 10,000 — 3,708 — (13,708 ) — — — Related party notes – NPA tranche (5) October 9, 2021 10.00 % 32,949 163 5,728 — (27,593 ) (11,247 ) — 4,257 Related party notes – China various other (6) Due on Demand 0% coupon, 10.00% imputed 774 — — — — (774 ) — 292 Related party notes – China other (6) Due on Demand 8.99 % 1,407 3 44 — — (1,454 ) — 550 Related party notes – Other (7) Due on Demand 0.00 % 424 — — 200 (624 ) — — — Related party notes – Other (8) June 30, 2021 6.99 % 4,110 50 — — — (4,160 ) — 1,572 Related party notes – Other (9) June 30, 2021 8.00 % 6,417 35 1,195 — — (7,647 ) — 2,891 Related party notes – Other (10) June 30, 2021 1.52 8,303 137 819 — — (9,259 ) — 3,500 Related party notes – Other (11) Due on Demand, 8.99%, 6.99% 1,749 11 378 — — (2,138 ) — 808 Related party notes – Other (12) June 30, 2021 8.00 % 11,578 57 1,693 — — (13,328 ) — 5,038 Subtotal settlements in the Business Combination 96,907 456 13,565 200 (41,925 ) (69,203 ) — 26,164 Total $ 317,597 $ 1,113 $ 87,013 $ 200 $ (41,925 ) $ (363,998 ) $ — $ 26,164 Closing of the Business Combination As described in Note 3, Business Combination, (3) During 2016, Faraday & Future (HK) Limited (“F&F HK”) and Leview Mobile (HK) Ltd. (“Leview”) provided the Company with cash contributions for a total of $278,866. F&F HK was previously controlled by the Company’s founder and former CEO and Leview is controlled by the Company’s founder and former CEO. On March 30, 2018, the cash funding was restructured via an agreement in the form of notes payable bearing an annual interest rate of 12.00% and maturing on December 31, 2020. The notes payable are unsecured and there are no covenants associated with these notes payable. Faraday & Future (HK) Limited F&F HK provided an aggregate principal loan in the total sum of $212,007 to the Company as part of the agreement on March 30, 2018. On June 27, 2019, the Company entered into a note payable cancellation agreement for a portion of the note payable with F&F HK effective January 1, 2019 and simultaneously the note payable was assumed by a third-party lender. The agreement cancelled $48,374 of principle and $5,805 of unpaid interest due to F&F HK. There was no loss or gain on the extinguishment of note payable due to the net carrying amount of the note payable extinguished being equivalent to the reacquisition price of the new note payable. Leview Mobile (HK) Ltd Leview provided an aggregate principal loan in the total sum of $66,859 to the Company as part of the agreement on March 30, 2018. Beijing Bairui Culture Media, Co. Ltd Between December 2017 and July 2018, the Company executed several notes payable agreements with Beijing Bairui Culture Media Co., Ltd. (“Bairui”) for total principal of $27,329. Bairui was previously controlled by the Company’s founder and former CEO. Each note payable originally matured one year after its issuance. The notes payable originally bore interest of 0% per annum. The notes payable were unsecured and there were no covenants associated with these notes payable. During the year ended December 31, 2019, Bairui forgave $2,487 of the outstanding notes payable. Due to the notes payable having below market interest rates, the Company imputed interest upon entering into the notes payable resulting in a notes payable discount and a capital contribution due to the related party nature of the arrangements. On January 1, 2020, the Company executed an amendment to consolidate the notes payable into one note for the same amount, extend the maturity date of this note payable to December 31, 2020, and increase the interest rate from 0% to 12%. Since the cash flows of the modified note payable exceeded the cash flows of the original notes payable by more than 10%, the modification was accounted for as an extinguishment with a loss on extinguishment of $314 recorded in (Loss) Gain at Settlement of Related Party Notes Payable, Notes Payable, and Vendor Payables in Trust, Net in the Consolidated Statements of Operations and Comprehensive Loss during the year ended December 31, 2020. The net carrying value of the original note payable of $20,842 was replaced with a note payable with a fair value of $21,156. Additionally, accretion of $657 and $2,586 was recorded in Interest Expense during the years ended December 31, 2021 and 2020, respectively, related to the unamortized discount. CYM Tech Holdings LLC On August 28, 2020, the related party notes payable with F&F HK, Leview, and Bairui were restructured to consolidate the lenders and extend the maturity date through June 30, 2021, transferring both the principal and accrued interest to the new lender, CYM Tech Holdings LLC, wholly-owned subsidiary of members of management. The related party notes payable that were restructured were the following: Before Restructuring Lender Principal Faraday & Future (HK) Limited $ 149,081 Leview Mobile (HK) Ltd 66,859 Beijing Bairui Culture Media, Co. Ltd 24,603 Total $ 240,543 After Restructuring Lender Principal CYM Tech Holdings LLC $ 240,543 The restructuring was accounted for as a troubled debt restructuring because the Company was experiencing financial difficulty and the conversion mechanism results in the effective borrowing rate decreasing after the restructuring which was determined to be a concession. Since the future undiscounted cash flows of the restructured note payable exceed the net carrying value of the original notes payable due to the maturity date extension, the restructuring is accounted for prospectively with no gain or loss recorded in the Consolidated Statements of Operations and Comprehensive Loss. The Company concluded that the conversion features do not require bifurcation based on the derivative accounting scope exception in ASC 815 for certain contracts involving an entity’s own equity. On April 9, 2021, the Company executed agreements with CYM Tech Holdings LLC to convert their notes with principal amounts of $194,810 and accrued interest of $71,764 into the commitment to issue Class A Common Stock. Under the agreements, the notes ceased to accrue interest on March 31, 2021. On May 13, 2021, principal amounts of $90,869 and accrued interest of $43,490 were converted into shares of Legacy FF convertible preferred stock and on July 21, 2021, were converted into Class A Common Stock upon the closing of the Business Combination. Prior to Closing of the Business Combination, the Company converted principal amounts of $130,479 and accrued interest of $29,958 into Class A Common Stock. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the remaining principal of $19,196. As of and for the Year 2021 2020 Outstanding principal $ — $ 240,543 Accrued interest — 64,827 Interest expense 8,801 10,134 Principal settled with equity 240,543 — Interest settled with equity 73,448 — (4) In 2019, the Company borrowed $10,000 from Evergrande Health Industry Group Limited (“China Evergrande”). China Evergrande is an affiliate of a significant shareholder of the Company. The note payable matured on June 30, 2019. The note payable bore interest at an annual rate of 10.00% if repaid through June 30, 2019 and increased to 15.00% per annum thereafter. The note payable was unsecured and there were no covenants associated with this note payable. In conjunction with the Closing of the Business Combination, the Company paid cash to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 10,000 Accrued interest — 2,839 Interest expense 869 1,611 Principal payments in cash 10,000 — Interest payments in cash 3,708 — (5) The Company issued 10% interest notes with various related parties through the Note Purchase Agreements (“NPA”). On April 29, 2019, the Company executed the NPA with U.S. Bank National Association, as the notes agent, and Birch Lake Fund Management, LP as the collateral agent. The aggregate principal amount that may be issued under the NPA was $200,000. All obligations due under the NPA bore interest of 10% per annum and are collateralized by a first lien, with second payment priority, on virtually all tangible and intangible assets of the Company. On October 9, 2020, the Company entered into the Second Amended Restated NPA (“Second A&R NPA”) with Birch Lake and the lenders which extended the maturity dates of all NPA notes to the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified Special Purpose Acquisition Company Merger (“Qualified SPAC Merger”), (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default, as defined in the NPA, as amended. In May 2019, the Company executed a joinder agreement to the NPA with an employee for a convertible note payable with total principal of $1,650. The note payable matured on May 31, 2020 and the interest rate, collateral, and covenants are the same as the NPA. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the notes payable, the holder of the note payable may elect to convert all of the outstanding principal and accrued interest of the note payable plus a 20.00% premium into shares of preferred stock of the Company issued in a preferred stock offering. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments In July 2019, the Company executed a joinder agreement to the NPA with a company owned by an employee for a convertible note payable with total principal of $16,462. The note payable originally matured on May 31, 2020 and the interest rate, collateral, and covenants are the same as the NPA. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the note payable, the holder of the note payable may elect to convert all of the outstanding principal and accrued interest of the note payable plus a 20.00% premium into shares of preferred stock of the Company issued in a preferred stock offering. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the related party note payable. As of and for the Year December 31, 2021 2020 Outstanding principal $ — $ 18,112 Accrued interest — 2,635 Interest expense 1,064 1,840 Principal and conversion premium settled with equity 3,622 — Interest settled with equity 3,638 — Principal payments in cash 18,112 — Interest payments in cash 62 62 In April 2019, the Company executed a joinder agreement to the NPA with a U.S. based investment firm for a convertible note payable with total principal of $8,581. The convertible note payable originally matured on May 31, 2020. The interest rate, collateral, and covenants were the same as the NPA. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the notes payable, the holder of the note payable may elect to convert all of the outstanding principal and accrued interest of the note payable plus a 20% premium. The Company elected the fair value option for these notes payable. The note payable is collateralized by virtually all tangible and intangible assets of the Company. In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the related party note payable. As of and for the Year December 31, 2021 2020 Outstanding principal $ — $ 8,581 Accrued interest — 1,418 Interest expense 496 861 Principal conversion premium settled with equity 1,716 — Interest payments settled with equity 1,914 — Principal payments in cash 8,581 — In May 2019, the Company borrowed $900 through a note payable from a U.S. based investment firm under the NPA. The note payable originally matured on March 6, 2020 and bore interest of 10% per annum. In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 900 Accrued interest — 143 Interest expense 50 90 Principal conversion premium settled with equity 180 — Interest payments settled with equity 193 — Principal payments in cash 900 — (6) The Company issued the following notes with various related parties in China. In April 2017, the Company entered into a $728 note payable with an employee. The note originally matured on October 2, 2017 and bore interest at 0% per year. The note had no covenants and was unsecured. Due to the note payable having an interest rate below market rates, the Company imputed interest upon executing the note payable resulting in a note payable discount and a capital contribution due to the related party nature of the arrangement. On September 25, 2020, the notes payable was modified to extend the maturity to June 30, 2021 and add a conversion feature to allow conversion of the note payable into a variable number of SPAC shares if a Qualified SPAC Merger occurs. Since the conversion feature is substantive as it is reasonably possible to be exercised, this modification was accounted for as an extinguishment. The conversion feature does not require bifurcation because it is clearly and closely related to the debt host since the conversion does not involve a substantial premium or discount. The modification agreement and the accounting conclusions are collectively referred to as the September 2020 Modification. The Company recorded an immaterial gain on extinguishment and immaterial accretion of discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 766 Accrued interest — — Interest expense 55 72 Principal settled with equity 774 — Foreign exchange (gain) loss on principal 46 49 In February 2020, the Company borrowed $1,410 through a note payable from an employee. The note originally matured on August 14, 2020, bore interest at 8.99% per annum, had no covenants and was unsecured. As a result of the September 2020 Modification, the Company recorded an immaterial gain on extinguishment and immaterial accretion of that discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 1,410 Accrued interest — 69 Interest expense 41 111 Principal settled with equity 1,410 — Interest settled with equity 44 — Interest payments in cash 63 42 Proceeds — 1,410 (7) In December 2020, the Company entered into two notes payable for a total of $424. The notes payable did not have a stated maturity or bear interest. The notes had no covenants and were unsecured. In March 2021, the Company received a $200 bridge loan. The two notes payable totaling $424 and the $200 bridge loan were repaid in cash during the year ended December 31, 2021. As of and for the Year 2021 2020 Outstanding principal $ — $ 424 Principal payments in cash 624 — Proceeds 200 424 (8) In November 2019 and December 2019, the Company executed three notes payable with an affiliated company for total principal of $4,160. The notes payable originally matured on December 31, 2020 and bore interest at 6.99%. As a result of the September 2020 Modification, the Company recorded an immaterial gain on extinguishment and immaterial accretion of the discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 4,160 Accrued interest — 313 Interest expense 211 293 Principal settled with equity 4,160 — Interest settled with equity 474 — (9) Between January 2020 and August 2020, the Company executed nine notes payable with an affiliated company for a total of $8,422. The notes payable matured on December 31, 2020 and bear interest at 8%, besides one note for $500 which matured on June 30, 2020 and bore interest at 8%. The notes had no covenants and were unsecured. As a result of the September 2020 Modification, the Company recorded an immaterial gain on extinguishment and immaterial accretion of discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 6,452 Accrued interest — 435 Interest expense 321 435 Principal settled with equity 6,452 — Interest settled with equity 721 — Principal payments in cash — 1,969 Proceeds — 8,422 (10) The Company issued the following notes with a related party. In July 2017, the Company borrowed $22,400 through a note payable from an entity formerly controlled by the Company’s founder and former CEO. The note originally matured on December 31, 2019, bore interest at 1.52% per annum, had no covenants, and was unsecured. During 2017 and 2018, there were a total of $18,000 of principal payments. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 4,400 Accrued interest — 314 Interest expense 37 84 Principal settled with equity 4,400 — Interest settled with equity 351 — In December 2020, the Company borrowed an additional $2,240 through a note payable from an entity formerly controlled by the Company’s founder and former CEO. The note originally matured on July 1, 2020, bore interest at 8.99% per annum, had no covenants, and was unsecured. In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 2,240 Accrued interest — 202 Interest expense 111 185 Principal settled with equity 2,240 — Interest settled with equity 313 — In January 2020, the Company borrowed an additional $300 through a note payable from an entity formerly controlled by the Company’s founder and former CEO. The note originally matured on June 30, 2020, bore interest at 8% per annum, had no covenants, and was unsecured. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 300 Accrued interest — 23 Interest expense 13 23 Principal settled with equity 300 — Interest settled with equity 36 — Proceeds — 300 In October 2018, the Company borrowed $1,500 through a note payable from an entity formerly controlled by the Company’s founder and former CEO. The note originally matured on December 31, 2019, bore interest at 2.86% per annum, had no covenants, and was unsecured. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 1,500 Accrued interest — 95 Interest expense 24 43 Principal settled with equity 1,500 — Interest settled with equity 119 — As a result of the September 2020 Modification of notes with principal amounts of $4,400, $2,240, $300, and $1,500, the Company recorded an immaterial gain on extinguishment and immaterial accretion of debt discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. (11) The Company issued the following notes with a related party. In March 2019, the Company borrowed $1,500 through a note payable from a related party. The note originally matured on March 6, 2020, bore interest at 8.99% per annum, had no covenants and was unsecured. Principal repayments of $1,000 were made in 2019 and $120 in 2020. In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 380 Accrued interest — 99 Interest expense 21 45 Principal settled with equity 380 — Interest settled with equity 118 — Principal payments in cash — 120 In June 2019, the Company borrowed $3,600 through a note payable from a related party, which was repaid in 2019. The note matured on July 5, 2019, bore interest at 2.99% per annum, had no covenants and was unsecured. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Accrued interest — 4 Interest settled with equity 4 — In September 2019, the Company borrowed $180 through a note payable from a related party. The note originally matured December 1, 2019, bore interest at 6.99% per annum, had no covenants, and was unsecured. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 180 Accrued interest — 10 Interest expense 8 6 Principal settled with equity 180 — Interest settled with equity 17 — In November 2019, the Company borrowed $2,700 through a note payable from a U.S. based investment firm. The note originally matured on June 3, 2020, bore interest at 6.99% per annum, had no covenants, and was unsecured. Principal payments of $1,500 were made in 2020. In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the related party note payable. As of and for the Year 2021 2020 Outstanding principal $ — $ 1,200 Accrued interest — 192 Interest expense 55 171 Principal settled with equity 1,200 — Interest settled with equity 239 — Principal payments in cash — 1,500 Interest payments in cash — 5 As a result of the September 2020 Modification of the $380 notes, the $180 notes and the $1,200 notes, the Company recorded an immaterial gain on extinguishment and immaterial accretion of the debt discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. (12) The Company issued the following notes with a related party. During 2019, a U.S. corporation controlled by a related party of the Company made deposits of $11,635 with the Company as a right of first refusal to lease FF 91 vehicles. On February 1, 2020, due to production delays the Company entered into a deposit conversion agreement with this corporation to convert the deposit amounts previously paid into a note payable. Upon conversion, the Company reclassified the deposit recorded in other current liabilities as of December 31, 2019 to related party notes payable as of December 31, 2020. The note matured on December 31, 2020, bore interest at 8.0% per annum, had no covenants, and was unsecured. As a result of the September 2020 Modification, the Company recorded an immaterial gain on extinguishment and immaterial accretion of debt discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the related party note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 11,635 Accrued interest — 1,177 Interest expense 515 933 Principal settled with equity 11,635 — Interest settled with equity 1,692 — Assumed Related Party Notes Payable in the Business Combination As part of the Business Combination, the Company assumed related party promissory notes of $500 and related party convertible notes of $300, which PSAC issued to certain related parties during 2021. The promissory note was non-interest bearing and due on the date on which the Company consummates a Business Combination and was unsecured. The convertible note was non-interest bearing and due on the date on which the Company consummates a Business Combination and was unsecured. The convertible related party notes were fair valued at $580 at the Closing Date. As part of the Closing of the Business Combination, the Company issued Class A Common Stock and 80,000 Private Warrants to settle related party notes of PSAC with an aggregate principal amount of $800. Fair Value of Related Party Notes Payable Not Carried at Fair Value The estimated fair value of the Company’s related party notes payable not carried at fair value using inputs from Level 3 under the fair value hierarchy is $13,337 and $287,183 as of December 31, 2021 and 2020, respectively. Schedule of Principal Maturities of Related Party Notes Payable The future scheduled principal maturities of related party notes payable as of December 31, 2021 were as follows: Years ended December 31, Due on demand $ 13,655 |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Notes Payable | 9. Notes Payable The Company has entered into notes payable agreements with third parties, which consists of the following as of September 30, 2022: September 30, 2022 Note Name Contractual Maturity Contractual Interest Rates Unpaid Balance Fair Value Measurement Adjustments Original Net Carrying Value Interest Interest June 2021 Notes (3) October 31, 2026 0 % $ 4,012 $ 612 $ (955 ) $ 3,669 $ — $ — Optional Notes (3) October 31, 2026 15 % 2,687 737 (912 ) 2,512 28 2,572 Bridge Notes (4) August 14, 2026 10 % 44,500 7,690 (11,421 ) 40,769 418 418 Notes payable – China various other Due on Demand 0 % 4,902 — — 4,902 — — Auto loans October 26, 2026 7 % 106 — — 106 — — $ 56,207 $ 9,039 $ (13,288 ) $ 51,958 $ 446 $ 2,990 The Company settled certain notes payable during the nine months ended September 30, 2022 as follows: Nine months ended September 30, 2022 Note Name Contractual Contractual Net Fair Value Payment Cash Conversion March 1, 2021 Notes (1) March 1, 2022 14 % $ 56,695 $ (1,695 ) $ — $ (55,000 ) $ — August 26, 2021 Notes (1) March 1, 2022 14 % 30,924 (924 ) 2,065 (32,065 ) — June 2021 Notes (3) October 31, 2026 0 % 35,071 917 — — (35,988 ) Optional Notes (3) October 31, 2026 15 % 31,934 (704 ) — — (31,230 ) PPP Loan (2) April 17, 2022 1 % 193 — — (193 ) — $ 154,817 $ (2,406 ) $ 2,065 $ (87,258 ) $ (67,218 ) (1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000. The notes payable were collateralized by a first lien on virtually all tangible and intangible assets of the Company, bore interest at 14% per annum and matured on March 1, 2022. On February 25, 2022, the Company repaid the $55,000 principal amount of the March 1, 2021 Notes with accrued interest of $7,721. On August 26, 2021, the Company exercised its option under the March 1, 2021 notes payable agreement with Ares to draw an additional principal amount of $30,000 which matured on March 1, 2022. As the August 26, 2021 Notes mature in less than one year, according to the terms of the amended NPA, the Company expected to repay them with payment premium of 14% (“Payment Premium”). On February 25, 2022, the Company repaid the $30,000 principal amount of the August 26, 2021 Notes, with accrued interest of $2,135 and Payment Premium of $2,065. The settlement of the March 1, 2021 Notes and August 26, 2021 Notes are summarized below: September 30, December 31, March 1, 2021 Notes Outstanding principal $ — $ 55,000 Accrued interest — 6,455 Interest expense for the nine months ended September 30, 2022 1,266 — Principal payments 55,000 — Interest payments 7,721 — September 30, December 31, August 26, 2021 Notes Outstanding principal $ — $ 30,000 Accrued interest — 1,473 Interest expense for the nine months ended September 30, 2022 662 — Principal payments 30,000 — Interest payments 2,135 — Payment Premium payments 2,065 — (2) In April 2022, the Company paid the remaining principal and accrued interest in an aggregate amount of $193. (3) On July 26, 2022, the Company entered into an agreement (the “ATW July Amendment”) with entities affiliated with ATW Partners LLC (collectively, the “Investors”), to extend the maturity date, adjust the conversion price and otherwise amend the terms (as described further below) of the Optional Notes and the June 2021 Notes (together, “ATW NPA Notes”). Pursuant to the ATW July Amendment: (a) the maturity date of each of the ATW NPA Notes was extended to October 31, 2026. This extension does not, however, defer the accrual of interest to the new maturity date. Interest shall accrue on the Notes at 10% per annum following February 10, 2023; (b) the conversion price of each of the ATW NPA Notes was adjusted to equal the lesser of (x) $10, (y) 95% of the per share daily volume weighted average prices (“VWAP”) of the Company’s Class A Common Stock during the 30 trading days immediately prior to the applicable conversion date and (z) the lowest effective price per share of Class A Common Stock (or equivalents) issued or issuable by the Company in any financing of debt or equity after July 26, 2022, subject to possible adjustment as set forth therein (the “Set Price”). However, from July 26, 2022 to December 30, 2022, the conversion price of each of the ATW NPA Notes is equal to the lesser of (i) the Set Price, and (ii) 92% of the lowest of the VWAP during the seven (7) trading days immediately prior to the applicable conversion date; (c) a “forced conversion” feature was added to each of the ATW NPA Notes that allows the Company, on or after December 31, 2022, to cause the conversion of all or part of, in the aggregate among all of the ATW NPA Notes, up to $35,000 principal amount of the ATW NPA Notes less any principal amount of the ATW NPA Notes voluntarily converted by the holder thereof after July 26, 2022, subject to certain conditions as set forth in the ATW July Amendment; (d) the date by which the Investors must exercise their option to purchase additional June 2021 Notes of up to $40,000 from the Company under the terms of the NPA was extended to July 20, 2023; and (e) within 45 days of the date on which at least $50,000 in senior secured convertible term loans have been funded to the Company by the Investors or their affiliates under the “Tranche A Loans” facility (the “Tranche A Facility”) (which funding by the Investors or their affiliates is conditioned upon the Company obtaining binding commitments for at least $100,000 in additional financing) (the “Collateral Trigger Date”), subject to agreement by the Company and the Investors on the terms of such Tranche A Facility, the Amendment provides that the Company and the Investors will enter into a security agreement to secure the obligations under the Notes with a junior lien on substantially all of the assets that secure the Tranche A Facility (the “Lien Security Agreement”). The ATW July Amendment was accounted for as a troubled debt restructuring under ASC 470-60, Troubled Debt Restructuring, Interest expense on the ATW NPA Notes is computed using the contractual interest rate. The Company concluded that the conversion feature does not require bifurcation based on the derivative accounting scope exception in ASC 815 for certain contracts involving an entity’s own equity. Between August 16, 2022 and September 14, 2022, the Investors converted $67,218 of principal at conversion prices ranging from $0.84 to $2.29 per share into 64,843,850 shares of Class A Common Stock. The Tranche A Facility was funded on October 10, 2022 (as further described below with regards to the Fourth Bridge Notes), which was considered the Collateral Triggered Date. On the same day and on October 19, 2022, the remaining ATW NPA Notes in the aggregate amount of $6,699 were exchanged for 11,496,868 shares of Class A Common Stock of the Company (see Note 15, Subsequent Events (4) On August 14, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain entities affiliated with ATW Partners LLC and RAAJJ Trading LLC (and together with Senyun, as defined below, the “Purchasers”) to issue and sell the Company’s senior secured convertible notes (the “Bridge Notes”) in three tranches aggregating to $52,000 in principal (as increased on September 23, 2022 to $57,000, which increase was subsequently terminated upon the Initial Senyun Funding Date, as defined below) and maturing on August 14, 2026 (subsequently extended to October 27, 2028). The Bridge Notes are subject to an original issue discount of 10%, and are convertible, along with any interest accrued, into shares of Class A Common Stock at a conversion price equal to $2.69 (or $2.2865 for the initial tranche) (“Conversion Price”), subject to a full ratchet anti-dilution protection. When calculating the shares issuable upon conversion, the converted amount shall be decreased by 50% of the original issue discount pertaining to such amount. As of September 30, 2022, the Purchasers funded $44,500, less total original discounts of $4,450 and transaction costs of $2,813, equating to net proceeds of $37,237. The Bridge Notes bear interest of 10% per annum payable quarterly and on each conversion and on the maturity date in cash or in shares of Class A Common Stock. Unless earlier paid, the Bridge Notes entitle the Purchasers, at each conversion date, to an interest make-whole (“Make-Whole Amount”), in a combination of cash or Class A Common Stock at the Company’s discretion, in the amount of the interest that would have been payable if such converted amount was held to maturity based on an interest rate of 15% per annum. The conversion price of interest is the lesser of (a) the Conversion Price or (b) 90% of the lowest VWAP for the five consecutive trading days. As part of the SPA, the Company issued to the Purchasers 6,043,623 warrants with ratchet clauses triggering an increase to 42,342,839 warrants (“Bridge Warrants”), with an exercise price of $5.00 per share, subject to full ratchet anti-dilution protection and other adjustments, exercisable for seven years from the date of issuance (see Note 12, Stockholders’ Equity Total commitments under the SPA shall not exceed $300,000, however each Purchaser has the option within 12 months from November 12, 2022 (the “Form S-1 Effective Date”) to purchase additional senior secured convertible notes under similar terms for a total potential commitments of up to $600,000 (“Tranche B Notes”). On September 23, 2022, the SPA was amended (the “SPA Amendment”), pursuant to which the Purchasers agreed to accelerate their funding obligations, with $7,500 aggregate principal amount (the “Third Bridge Notes”) being funded and issued on the same day, and the remaining $7,500 aggregate principal amount (the “Fourth Bridge Notes”) being funded and issued on October 10, 2022. The Third Bridge Notes and Fourth Bridge Notes are convertible into shares of Class A Common Stock at a conversion price of $1.05 per share, mature on October 27, 2028, and are otherwise subject to the same terms and conditions in the SPA as applicable to the Bridge Notes described therein. The Bridge Notes are secured by the grant of a second lien upon substantially all of the personal and real property of the Company and its subsidiaries, as well as guarantee by substantially all of the Company’s domestic subsidiaries. Additionally, the SPA Amendment modified the conversion price of $25,000 of principal of the Bridge Notes, which were funded on August 14, 2022, to $1.05 per share. The Company evaluated the SPA Amendment in accordance with ASC 470-50, Debt On September 25, 2022, the Company entered into a Joinder and Amendment Agreement to the SPA (the “Joinder”) with Senyun International Ltd., an affiliate of Daguan International Limited (“Senyun”), pursuant to which Senyun agreed to purchase incremental notes under the SPA in an aggregate principal amount of up to $60,000, subject to the completion of due diligence by the Company of Senyun and its financing sources. Senyun has all of the same rights and obligations as a Purchaser under the SPA. Pursuant to the Joinder and following the completion of the Company’s due diligence of Senyun and its financing sources, Senyun is expected to fund its commitments according to the following schedule (subject, in each case to the satisfaction of certain conditions): (a) $10,000 in principal which was funded on October 27, 2022 (“First Senyun Funding Date”), out of which the Company received $8,800, net of original issue discount and transaction costs); (b) $10,000 in principal on the later of (x) 14 business days after the First Senyun Funding Date and (y) the receipt of approval of the Company’s stockholders of certain proposals (which was obtained on November 3, 2022), and was funded on November 15, 2022, out of which the Company received $8,970, net of original issue discount and transaction costs (“Second Senyun Funding Date”); (c) $10,000 in principal amount not later than 15 business days after the Form S-1 Effective Date; (d) $10,000 in principal amount within 30 business days after the Form S-1 Effective Date; and (e) $20,000 in principal amount on a date that is no later than ten (10) business days after the launch of the FF 91. Upon the First Senyun Funding Date, the Purchasers’ obligation to purchase an additional $5,000 in aggregate principal amount of senior secured convertible notes automatically terminated. The Company elected the fair value option afforded by ASC 825, Financial Instruments On September 30, 2022, the Company determined that the fair value of the Bridge Notes and Bridge Warrants was $40,769 and $4,686, respectively, resulting in a loss in Changes in fair value measurements in the unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 in the amount of $7,690 and $2,285, respectively. Fair Value of Notes Payable Not Carried at Fair Value The estimated fair value of the Company’s notes payable not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $4,857 and $5,350 as of September 30, 2022 and December 31, 2021, respectively. Schedule of Principal Maturities of Notes Payable The future scheduled principal maturities of notes payable as of September 30, 2022 are as follows: Due on demand $ 4,902 2022 4,012 2023 2,687 2026 44,606 $ 56,207 * On October 24, 2022, the Company entered into a Limited Consent and Third Amendment to the SPA (the “Third Amendment”) pursuant to which the maturity date for the Bridge Notes was extended from August 14, 2026 to October 27, 2028 (see Note 15, Subsequent Events Notes payable consists of the following as of December 31, 2021: December 31, 2021 Note Name Contractual Contractual Unpaid Fair Value Original Net March 1, 2021 Notes March 1, 2022 14 % $ 55,000 $ 7,692 $ (5,997 ) $ 56,695 August 26, 2021 Notes March 1, 2022 14 % 30,000 1,011 (87 ) 30,924 June 9, 2021 Note 1 and Note 2 December 9, 2022 — % 40,000 8,503 (9,522 ) 38,981 August 10, 2021 Optional Notes February 10, 2023 15 % 33,917 12,283 (11,518 ) 34,682 Notes payable - China various other Due on demand — % 5,458 — — 5,458 PPP Loan April 17, 2022 1 % 193 — — 193 Auto loans Various Various 121 — — 121 Total notes payable $ 164,689 $ 29,489 $ (27,124 ) $ 167,054 | 10. Notes Payable Notes payable consists of the following as of December 31, 2021: December 31, 2021 Note Name Contractual Contractual Unpaid Fair Original issue Net March 1, 2021 Notes (1) March 1, 2022 14.00 % $ 55,000 $ 7,692 $ (5,997 ) $ 56,695 August 26, 2021 Notes (1) March 1, 2022 14.00 % 30,000 1,011 (87 ) 30,924 June 9, 2021 Note 1 and Note 2 (2) December 9, 2022 — % 40,000 8,503 (9,522 ) 38,981 August 10, 2021 Optional Notes (2) February 10, 2023 15.00 % 33,917 1 2,283 (11,518 ) 34,682 Notes payable - China various other (3) Due on demand — % 5,458 — — 5,458 Notes payable (4) April 17, 2022 1.00 % 193 — — 193 Auto loans Various Various 121 — — 121 $ 164,689 $ 29,489 $ (27,124 ) $ 167,054 Notes payable consists of the following as of December 31, 2020: December 31, 2020 Note Name Contractual Contractual Unpaid Fair Loss(Gain) Net Note payable (5) Contingent 12.00 % $ 57,293 $ — $ — $ 57,293 Notes payable – NPA tranche (6) October 6, 2021 10.00 % 17,637 3,422 — 21,059 Notes payable (7) June 30, 2021 12.00 % 19,100 — — 19,100 Notes payable – China various other (8) Due on Demand 9.00 % 3,677 — (18 ) 3,659 Notes payable – China various other (8) Various Dates 2021 6.00 % 4,869 — (62 ) 4,807 Notes payable – China various other (3) Due on Demand — % 4,597 — — 4,597 Note payable (9) March 9, 2021 — % 15,000 2,712 — 17,712 Note payable (10) October 6, 2021 12.75 % 15,000 5,972 — 20,972 Notes payable (4) April 17, 2022 1.00 % 9,168 — — 9,168 $ 146,341 $ 12,106 $ (80 ) $ 158,367 (1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000, receiving net proceeds of $51,510, inclusive of a 4.00% original issue discount and $90 of debt issuance costs paid directly by the lender. The notes payable are collateralized by a first lien on virtually all tangible and intangible assets of the Company and bear interest at 14% per annum. The notes payable mature on March 1, 2022. In addition, in conjunction with the issuance of the notes payable, the Company committed to issue the Ares Warrants to the lender to purchase the Company’s Class A Common Stock no later than August 11, 2021, or if earlier, 15 days after consummation of the Business Combination. The warrants have a term of six years, be equal to 0.20% of the fully diluted capitalization of FFIE’s Class A Common Stock and have an exercise price of $10.00 per share. The commitment to issue the warrants meets the definition of a derivative, was accounted for as a liability, and will be marked to fair value at the end of each reporting period with changes in fair market value recorded in the Consolidated Statements of Operations and Comprehensive Loss. The Company determined the commitment to issue warrants was a liability as of March 1, 2021, and estimated the fair value of the warrants to be $5,000 using the Black-Scholes option-pricing model (see Note 8, Fair Value of Financial Instruments On August 5, 2021, the Company issued Ares warrants to purchase 670,092 shares of Class A Common Stock at an exercise price of $10.00 per share. The warrants are exercisable at any time within 6 years of the issuance date. Upon their issuance, the warrants met all requirements for equity classification under the equity scope exception in ASC 815-40 as the number of shares underlying the warrants and their exercise price were fixed. Accordingly, the Company determined the fair value of the Ares Warrants to be $2,507 on August 5, 2021 and recorded the value as a discount to the Notes Payable and an increase in APIC in the Consolidated Balance Sheets as of December 31, 2021. On August 26, 2021, the Company exercised its option under the March 1, 2021 notes payable agreement with Ares to draw an additional principal amount of $30,000, receiving net proceeds of $29,913, inclusive of $87 of debt issuance costs paid directly by the lender. The notes payable are collateralized by a first lien on virtually all tangible and intangible assets of the Company and bear interest at 14% per annum and mature on March 1, 2022. As the August 26, 2021 Notes mature in less than one year, according to the terms of the amended NPA, the Company expects to repay them with a payment premium of 14% (“Payment Premium”). The Company has elected the fair value option to value the notes as the notes include features, such as a contingently exercisable put option, which meet the definition of an embedded derivative. Upon the Closing of the Business Combination, the cash requirement prescribed in the NPA increased from $5,000 to $25,000. The Company has classified $25,000 as Restricted Cash on its Consolidated Balance Sheet as of December 31, 2021. On February 25, 2022, the Company paid $96,921 in cash to settle the March 1, 2021 Notes and the August 26, 2021 Notes with principal amount of $85,000, accrued interest of $9,856 and Payment Premium of $2,065. March 1, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ 55,000 $ — Accrued interest 6,455 — Interest expense 6,455 — Original issue discount 3,490 — Proceeds 51,510 — August 26, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ 30,000 $ — Accrued interest 1,473 — Interest expense 1,473 — Original issue discount 87 — Proceeds 29,913 — (2) On June 9, 2021, the Company amended the NPA to permit the issuance of two notes payable, each with a principal value of $20,000 (“June 2021 Notes”), to a US-based investment firm. The Company received net proceeds of $35,603 as part of the June 2021 Notes inclusive of $4,200 of original issuance discount and $197 of debt issuance costs paid by the lender. The June 2021 Notes are subordinate to the notes payable issued to Ares on March 1, 2021 and August 26, 2021 (see (1) above) and senior in priority to the notes payable issued under the NPA prior to September 9, 2020. The June 2021 Notes mature on December 9, 2022, and do not bear interest unless extended beyond its maturity date by the US-based investment firm, in which case, the June 2021 Notes will bear interest at 10% per annum starting upon their original maturity. Each of the June 2021 Notes are subject to an original issue discount of 8% and 13%, respectively. One of the June 2021 Notes with a principal amount of $20,000 contains a conversion premium that, within a year of a Qualified SPAC Merger, the then outstanding principal and accrued interest of the notes playable plus a 30% premium may convert into Class A Common Stock of the Company, at the election of the US-based investment firm. In conjunction with the issuance of the June 2021 Notes, the Company issued warrants to the US-based investment firm to purchase up to 1,500,000 shares of the Company’s Class A Common Stock for $10.00 per share and an expiration date of June 9, 2028, which were adjusted for down-round provisions in the original warrant agreements. The fair value of the warrants of $5,125 upon issuance was recorded in APIC (see Note 8, Fair Value of Financial Instruments As part of the amendment to the NPA from June 9, 2021, on or prior to the 12-month anniversary of the Qualified SPAC Merger, the US-based investment firm has the option to purchase additional notes for up to $40,000 and if drawn, would be subject to similar original issue discounts, warrant provisions, and conversion premiums as the June 2021 Notes. The warrants issued with the June 2021 Notes and the Optional Notes, along with the notes previously issued to the same lender, are provided with anti-dilution protection. The US-based investment firm has not elected to convert the Optional Notes to Class A Common Stock and they are outstanding as of December 31, 2021. On August 10, 2021, in accordance with the NPA, the US-based investment firm exercised its option to purchase optional notes (“Optional Notes”) with principal of $33,917, whose option was in conjunction with the original September 9, 2020, January 13, 2021 and March 12, 2021 notes payable. The Company received net proceeds of $30,375, which is the total principal amount of $33,917 net of 8% original issue discount and $828 of issuance costs. The Optional Notes bear interest at 15% beginning December 2021, and have a maturity date of February 10, 2023. The Optional Notes are convertible at the option of the holder with a conversion price of $10.00 per share. The Optional Notes contain a conversion premium, effective until August 10, 2022, according to which the outstanding principal and accrued interest of the notes payable at the time of liquidation plus a 30% premium are convertible into shares of Class A Common Stock. The Company elected the fair value option to measure the Optional Notes (see Note 8, Fair Value of Financial Instruments In conjunction with the issuance of the Optional Notes, the Company issued the US-based investment firm warrants to purchase up to 1,187,083 shares of Class A Common Stock with an exercise price of $10.00 per share. The warrants are exercisable within seven years of their original issuance dates. The fair value of the warrants of $7,976 upon issuance was recorded in APIC (see Note 8, Fair Value of Financial Instruments Subsequent to the balance sheet date, in January 2022, the Company defaulted on the June 2021 Notes and the Optional Notes. The holders of the Optional Notes have waived the default. June 9, 2021 Note 1 As of and for the Year Ended 2021 2020 Outstanding principal $ 20,000 $ — Original issue discount and debt issuance costs 1,797 — Proceeds 18,203 — June 9, 2021 Note 2 As of and for the Year Ended 2021 2020 Outstanding principal $ 20,000 $ — Original issue discount and debt issuance costs 2,600 — Proceeds 17,400 — August 10, 2021 Optional Notes As of and for the Year Ended 2021 2020 Outstanding principal $ 33,917 $ — Accrued interest 183 — Interest expense 183 — Original issue discount and debt issuance costs 3,542 — Proceeds 30,375 — (3) The Company issued notes with various third parties through its operations in China. In 2017 and 2018, the Company borrowed $4,371 through notes payable from various Chinese lenders. As a result of the September 2020 Modification of the notes payable, the Company recorded an immaterial gain on extinguishment and immaterial accretion of the discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In 2019, the Company entered into a $700 note payable with an employee. The Company reclassified the $730 carrying value of this loan from related party notes payable to notes payable when the employee left the employment of the Company. The notes payable are payable on demand by the lenders, do not have a stated interest rate, have no covenants, and are unsecured. The notes payable remain outstanding at December 31, 2021. As of and for the Year Ended 2021 2020 Outstanding principal $ 5,458 $ 4,597 Foreign exchange (gain) loss on principal 133 297 Reclassification from related party notes payable 730 — (4) On April 17, 2020, the Company received loan proceeds from East West Bank of $9,168 under the Paycheck Protection Program (“PPP”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and provided for loans to qualifying businesses. The loans and accrued interest are forgivable so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, as described in the CARES Act. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the later of the first six months or when the amount of the loan forgiveness is determined. The Company used the proceeds for purposes consistent with the PPP requirements. The note matured on April 17, 2022, had no covenants, and was unsecured. The Company was notified by East West Bank that a principal amount of $8,975 as well as accrued interest of $155 relating to the PPP Loan had been forgiven by the Small Business Administration as of December 31, 2021. The Company recorded the forgiveness of the principal and interest in (Loss) Gain at Settlement of Related Party Notes Payable, Notes Payable, and Vendor Payables in trust, net in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. The Company paid the remaining principal and accrued interest in an aggregate amount of $195 in April 2022. As of and for the Year Ended 2021 2020 Outstanding principal $ 193 $ 9,168 Accrued interest 2 65 Interest expense 92 65 Payroll Protection Program principal forgiveness 8,975 — Payroll Protection Program interest forgiveness 155 — Proceeds — 9,168 The Company settled select notes payable through the conversion of notes payable into Class A Common Stock just prior to the Business Combination and a combination of cash payments and the commitment to issue Class A Common Stock in settlement of outstanding principal plus accrued interest and conversion premiums pursuant to the Closing of the Business Combination, as follows: Year ending December 31, 2021 Note Name Net Carrying Borrowings, Fair Value Accrued FX Cash Payment Equity Net Carrying Loss Settlement prior to the Business Combination: Note payable (5) $ 57,293 $ — $ — $ 17,177 $ (1,293 ) $ — $ (73,177 ) $ — $ — Notes payable (7) 19,100 — — 6,098 — — (25,198 ) — — Subtotal settlements prior to the Business Combination 76,393 — — 23,275 (1,293 ) — (98,375 ) — — Settlements in the Business Combination: Notes payable – NPA (6) 21,059 — 104 3,614 — (17,636 ) (7,141 ) — 2,699 Notes payable – China (8) 3,659 — — 2,713 56 — (6,428 ) — 2,430 Notes payable – China (8) 4,807 — — 757 110 — (5,674 ) — 2,145 Note payable (9) 17,712 — 1,988 — 667 — (20,367 ) — 7,698 January 13 and March 12, 2021 Notes (9) — 16,790 6,935 — — — (23,725 ) — 8,968 Note payable (10) 20,972 — 138 270 667 (18,992 ) (3,055 ) — 1,155 January 13 and March 8, 2021 Notes (10) — 8,750 4,901 82 — (11,582 ) (2,151 ) — 813 Subtotal settlements in the Business Combination 68,209 25,540 14,066 7,436 1,500 (48,210 ) (68,541 ) — 25,908 Notes payable (4) 9,168 — — — (8,975 ) — — 193 (8,975 ) Total $ 153,770 $ 25,540 $ 14,066 $ 30,711 $ (8,768 ) $ (48,210 ) $ (166,916 ) $ 193 $ 16,933 Conversion of Notes Payable Just prior to the Business Combination, the Company converted notes payable with an aggregate principal balance of $75,100 and accrued interest of $23,275 into 7,688,153 shares of Class A Common Stock. Closing of the Business Combination As described in Note 3, Business Combination (5) In January 2019, upon extinguishment of a portion of the Faraday and Future (HK) Limited related party notes payable, the Company borrowed $54,179 through notes payable from a Chinese lender. The notes payable originally matured on December 31, 2020, bore interest of 12.00% per annum, had no covenants, and were unsecured. On December 31, 2020, the notes payable were modified to extend the maturity date to June 30, 2021 and add a conversion feature. The conversion feature, which was contingent upon the closing of a Qualified SPAC Merger, requires the Company to issue Class A ordinary shares to the lender based on a fixed conversion ratios immediately prior to the closing of the Qualified SPAC Merger to settle the outstanding note payable before being exchanged for Qualified SPAC Merger shares at the closing date. The modification was accounted for as a troubled debt restructuring because the Company was experiencing financial difficulty and the conversion mechanism results in the effective borrowing rate decreasing after the restructuring. Since the future undiscounted cash flows of the restructured notes payable exceed the net carrying value of the original note payable due to the maturity date extension, the modification was accounted for prospectively with no gain or loss recorded in the Consolidated Statements of Operations and Comprehensive Loss. The Company concluded that the conversion feature does not require bifurcation based on the derivative accounting scope exception in ASC 815 for certain contracts involving an entity’s own equity. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 57,293 Accrued interest — 13,769 Interest expense 3,408 7,387 Foreign exchange (gain) loss on principal (1,293 ) 4,108 Principal settled with equity 56,000 — Interest settled with equity 17,177 — (6) The Company issued 10% interest notes with various third parties through the NPA. Notes payable issued under the NPA are collateralized by virtually all tangible and intangible assets of the Company. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the notes payable, the holder of the notes payable may elect to convert all of the outstanding principal and accrued interest of the notes payable plus a 20% premium into shares of preferred stock of the Company issued in a preferred stock offering. The Company elected the fair value option for these notes payable. See Note 8, Fair Value of Financial Instruments Between June 2019 and August 2019, the Company borrowed $17,637 through notes payable under the NPA. The notes originally matured on May 31, 2020 and bore interest of 10% per annum. In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the notes payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 17,637 Accrued interest — 2,637 Interest expense 976 1,768 Principal conversion premium settled with equity 3,527 — Interest settled with equity 3,613 — Principal payments in cash 17,637 — (7) The Company issued the following notes with an interest rate of 12.00% per annum. On various dates in 2016, the Company borrowed amounts aggregating of $31,500 through notes payable issued by a U.S. based investment firm. The notes had no covenants and were unsecured. In September and November, 2020, the notes payable were modified to extend the maturity date to June 30, 2021 and add a conversion feature. This feature, contingent upon the closing of a Qualified SPAC Merger, required the Company to issue Class A ordinary Stock to the lender based on a fixed conversion ratio immediately prior to the closing of the Qualified SPAC Merger to settle the outstanding notes payable before being exchanged for Qualified SPAC Merger shares upon the Qualified SPAC Merger closing date. The modification was accounted for as a troubled debt restructuring. The modification was accounted for prospectively with no gain or loss recorded in the Consolidated Statements of Operations and Comprehensive Loss. The Company concluded that the conversion features did not require bifurcation. In December 2016, the Company borrowed $10,000 through notes payable issued by a U.S. based investment firm. The notes have no covenants and are unsecured. During 2019, the Company converted $600 of accrued interest into the principal balance of the notes payable. Just prior to the Business Combination, the Company converted the outstanding principal balance and accrued interest into Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 10,600 Accrued interest — 2,547 Interest expense 704 1,275 Principal settled with equity 10,600 — Interest settled with equity 3,251 — In December 2016, the Company borrowed $1,500 through a note payable from a U.S. based investment firm. The note originally matured on December 31, 2019, had no covenants, and was unsecured. Just prior to the Business Combination, the Company converted the outstanding principal balance and accrued interest into Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 1,500 Accrued interest — 587 Interest expense 112 203 Principal settled with equity 1,500 — Interest settled with equity 699 — In June 2016, the Company borrowed $20,000 through a note payable from a U.S. based investment firm. The note originally matured on October 15, 2019, had no covenants, and was unsecured. The Company made principal payments of $13,000 in 2018. Just prior to the Business Combination, the Company converted the outstanding principal balance, conversion premium and accrued interest into Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 7,000 Accrued interest — 1,682 Interest expense 465 842 Principal and conversion premium settled with equity 10,375 — Interest settled with equity 2,147 — (8) The Company issued notes with various third parties through its operations in China. As a result of the September 2020 Modification the Company recorded an immaterial gain on extinguishment and immaterial accretion of the discount in the Consolidated Statements of Operations and Comprehensive Loss during the years ended December 31, 2021 and 2020. In April 2017, the Company borrowed $3,496 through a note payable from a Chinese lender. The note originally matured on October 20, 2017, bore interest at 9.00% per annum, had no covenants, and was unsecured. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 3,677 Accrued interest — 2,314 Interest expense 374 637 Principal settled with equity 3,715 — Interest settled with equity 2,713 — Foreign exchange (gain) loss on principal 219 237 Foreign exchange (gain) loss on accrued interest 167 142 Between January 2019 and December 2019, the Company borrowed $11,515 through notes payable from a Chinese lender. The notes payable matured on January 16, 2020 and December 6, 2020, bore interest at 6% per annum, had no covenants, and were unsecured. During 2019, the Company made principal payments of $8,155. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the notes payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 4,140 Accrued interest — 569 Interest expense 139 235 Principal settled with equity 4,181 — Interest settled with equity 713 — Foreign exchange (gain) loss on principal 260 219 Foreign exchange (gain) loss on accrued interest 44 35 Proceeds — 766 Between June and September 2020, the Company borrowed $761 through notes payable from a Chinese lender. The notes payable were payable on demand by the lender, bore interest at 6% per annum, had no covenants, and were unsecured. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 729 Accrued interest — 19 Interest expense 24 19 Principal settled with equity 736 — Interest settled with equity 44 — Principal payments — 32 Foreign exchange (gain) loss on principal (25 ) — Foreign exchange (gain) loss on accrued interest 1 — Proceeds — 761 (9) On September 9, 2020, the Company issued $15,000 of secured convertible promissory notes to a US-based investment firm by entering into a joinder to the NPA, received net proceeds of $13,800, inclusive of an 8% original issue discount. The senior convertible promissory notes bore interest at 0%. The NPA notes mature on the earliest of (i) March 9, 2022, (ii) the Vendor Trust maturity date (See Note 11, Vendor Payables in Trust In the event the Company consummates a Qualified SPAC Merger, an amount equal to 130% of all outstanding principal, accrued and unpaid interest, and accrued original issue discount through the date of consummation of the Qualified SPAC Merger will automatically convert into Class A ordinary stock of the SPAC in connection with the Qualified SPAC Merger and the notes payable and interest thereon shall no longer be outstanding and shall be deemed satisfied in full and terminated. The Company determined that the feature to settle the notes payable with shares upon the occurrence of a Qualified SPAC Merger was a contingent share-settled redemption option and represents an embedded derivative. Additionally, the feature to redeem the notes payable upon a default event is a contingently exercisable put option and represents an embedded derivative. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments In addition, the notes payable included a warrant to purchase ordinary stock. The holder of the warrant has the ability to exercise their right to acquire up to 525,000 shares of Class A Common Stock, as adjusted for certain down-round provisions, for a period of up to seven years, or September 9, 2027. The exercise price of the warrant is $10.00 each. The warrants are accounted for in equity based on the derivative accounting scope exception in ASC 815 for certain contracts involving an entity’s own equity. The Company estimated the fair value of the warrants to be $490 using the Black-Scholes option-pricing model (see Note 8, Fair Value of Financial Instruments) On January 13, 2021, the Company amended the NPA to increase the principal amount of its $15,000 note payable by $667 as a consent fee permitting the issuance of additional notes payable. The Company recorded the consent fee in Interest Expense in the Consolidated Statements of Operations and Comprehensive Loss for year ended December 31, 2021. In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the note payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 15,000 Principal and conversion premium settled with equity 20,367 — Proceeds — 13,800 On January 13, 2021, the Company entered into a notes payable agreement under the NPA, (“January 13 Notes”) with a US-based investment firm for total principal of $11,250, receiving net proceeds of $9,870, net of an 8% original issue discount and $480 of debt issuance costs paid directly by the lender. The note payable is collateralized by a first lien on virtually all tangible and intangible assets of the Company and bears interest at 0% per annum. On March 12, 2021, the Company and the US-based investment firm entered into a notes payable agreement (“March 12 Notes”) for an aggregate principal amount of $7,000, receiving net proceeds of $6,440, net of an 8% original issue discount. The terms of this note payable were the same as the note payable issued on January 13, 2021. The Company elected the fair value option for these note payable because the inclusion of a conversion feature that allowed the lenders to convert the notes payable into Class A Common Stock after the closing of the Business Combination. In conjunction with the issuance of the January 13 Notes and March 12 Notes, the Company issued warrants to purchase 662,083 shares of the Class A Common Stock with an exercise price of $10.00 per share, as adjusted for certain down-round provisions. The warrants were issued with a term of seven years. The Company recorded the fair value of the warrants in APIC in accordance with the derivative accounting scope exception in ASC 815 for certain contracts involving an entity’s own stock. The Company estimated the fair value of the warrants to be $1,988 using the Black-Scholes option-pricing model (see Note 8, Fair Value of Financial Instruments In conjunction with the Closing of the Business Combination, the Company issued Class A Common Stock to settle the note payable. January 13 and March 12, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ — $ — Original issue discount and debt issuance costs 1,940 — Principal and conversion premium settled with equity 23,725 — Proceeds 16,310 — (10) On October 9, 2020, the Company entered into a Second A&R NPA with Birch Lake borrowing $15,000 in secured convertible notes payable (“BL Notes”). The BL Notes accrued interest at 12.75% per annum through January 31, 2021 and at 15.75% per annum thereafter. The BL Notes mature on the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default. Additionally, the BL Notes contain a liquidation premium that ranges from 35% to 45% depending on the timing of settlement with 50% of this premium convertible into equity and the lender is able to demand repayment if an event of default, change in control, or a Qualified SPAC Merger occurs. The Company determined that the feature to settle the BL Notes at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger is a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the notes payable. As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 15,000 Interest expense 1,334 366 Principal conversion premium settled with equity 2,785 — Interest and adjustment fee settled with equity 270 — Principal and conversion premium payments in cash 18,992 — Interest payments in cash 1,197 366 Proceeds — 15,000 On January 13, 2021, the Company amended the NPA to permit the issuance of additional secured convertible notes payable and issued $3,750 of notes payable to Birch Lake (“BL Notes”), receiving net proceeds of $3,285, net of a 6.50% original issue discount and $225 of debt issuance costs paid directly by the lender. The BL Notes accrued interest at 8% per annum. The BL Notes contained a liquidation premium that ranges from 35% to 45% depending on the timing of settlement, with 50% of this premium convertible into equity. The Company determined that the feature to settle the BL Notes at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger was a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option to measure this note payable (see Note 8, Fair Value of Financial Instruments On March 8, 2021, the Company entered into a notes payable agreement under the NPA with Birch Lake for total principal of $5,600, receiving net proceeds of $5,240, inclusive of a 6.50% original issue discount and $307 of debt issuance costs paid directly by the lender. The notes payable accrued interest at 15.75% per annum. The notes payable contained a liquidation premium that ranges from 42% to 52% depending on timing of settlement, with 50% of the premium convertible into equity. The Company determined that the feature to settle the notes payable at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger was a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option to measure these notes payable (see Note 8, Fair Value of Financial Instruments In conjunction with the Closing of the Business Combination, the Company paid cash and issued Class A Common Stock to settle the notes payable. January 13 and March 8, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ — $ — Original issue discount and debt issuance costs 1,132 — Interest expense 632 — Principal conversion premium settled with equity 2,069 — Interest settled with equity 82 — Principal and conversion premium payments in cash 11,582 — Interest payments in cash 550 — Proceeds 8,218 — Fair Value of Notes Payable Not Carried at Fair Value The estimated fair value of the Company’s notes payable not carried at fair value, using inputs from Level 3 under the fair value hierarchy, was $5,350 and $105,610 as of December 31, 2021 and 2020, respectively. Schedule of Principal Maturities of Notes Payable The future scheduled principal maturities of notes payable as of December 31, 2021 are as follows: Years ended December 31, 2022 130,772 2023 33,917 $ 164,689 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 10. Leases The Company determines if an arrangement is a lease at its commencement if the Company is both able to identify an asset and conclude the Company has the right to control the identified asset. Leases are classified as finance or operating based on the principle of whether or not the lease is effectively a financed purchase by the lessee. An ROU asset represents the Company’s right to use an underlying asset for the lease term and a lease liability represents the Company’s obligation to make lease payments related to the lease. The Company recognizes operating and finance lease ROU assets and liabilities at the commencement date based on the present value of lease payments over the lease term. The lease term includes renewal options when it is reasonably certain that the option will be exercised, and excludes termination options. The Company’s leases do not provide an implicit rate therefore, the Company uses its incremental borrowing rate based on information available at the commencement date to determine the present value of lease payments. The incremental borrowing rate used is estimated based on what the Company would be required to pay for a collateralized loan for a similar asset over a similar term. The Company’s leases do not include any material residual value guarantees, bargain purchase options, or asset retirement obligations. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate in the measurement and classification of a lease and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in operating expenses on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. Amortization of ROU assets on finance leases is recorded on a straight-line basis within operating expenses in the unaudited Condensed Consolidated Statements of Operations. Interest expense incurred on finance lease liabilities is recorded in Interest expense on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Additionally, the Company does not separate lease and non-lease components. Operating leases are included in ROU assets, Operating leases liabilities, current portion and Operating lease liabilities, less current portion in the Company’s unaudited Condensed Consolidated Balance Sheets. Finance leases are included in Property and equipment, net, Finance lease liabilities, current portion, and Finance lease liabilities, less current portion in the Company’s unaudited Condensed Consolidated Balance Sheets. The Company’s lease arrangements consist primarily of its ieFactory California production facility, corporate office, store, equipment, and vehicle lease agreements. The leases expire at various dates through 2032, some of which include options to extend the lease term for additional 5 years periods. Total lease costs for the three and nine months ended September 30, 2022 were: Three Months Nine Months Finance lease cost Amortization of right-of-use assets $ 91 $ 273 Interest on lease liabilities 169 520 Total finance lease cost 260 793 Operating lease cost 434 1,966 Variable lease cost 24 425 Total lease cost $ 718 $ 3,184 The following table summarizes future lease payments as of September 30, 2022: Fiscal year Operating Leases Finance Leases 2022 $ 1,289 $ 643 2023 5,259 2,166 2024 5,482 1,757 2025 5,243 1,792 2026 5,197 1,828 Thereafter 12,173 1,864 Total 34,643 10,050 Less: Imputed Interest 13,516 1,326 Present value of net lease payments $ 21,127 $ 8,724 Lease liability, current portion $ 2,487 $ 1,807 Lease liability, net of current portion 18,640 6,917 Total lease liability $ 21,127 $ 8,724 Supplemental information and non-cash activities related to operating and finance leases are as follows: Nine Months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,966 Operating cash flows from finance leases 520 Financing cash flows from finance leases 1,410 3,896 Lease liabilities arising from new right-of-use assets Operating leases 11,906 As of Weighted average remaining lease term (in years) Operating leases 6.2 Finance leases 5 Weighted average discount rate Operating leases 15.6 % Finance leases 5.7 % Disclosures Related to Periods Prior to Adoption of the New Lease Standard: The Company recorded rent expense of $1,131 and $2,361 for the three and nine months ended September 30, 2021, respectively. The minimum aggregate future obligations under non-cancelable operating leases as of December 31, 2021 were as follows: Year ended December 31, 2022 $ 2,384 2023 2,695 2024 2,775 2025 2,859 2026 2,944 Thereafter 991 $ 14,648 The Company has three capital leases, one in Hanford, California for its ieFactory California production facility, and two equipment leases. The minimum aggregate future minimum lease payments under capital leases as of December 31, 2021 were as follows: Year ended December 31, 2022 $ 2,574 2023 2,166 2024 1,757 2025 1,792 2026 1,840 Thereafter 1,864 $ 11,993 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 11. Commitments and Contingencies Legal Matters The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty. On December 23, 2021, a putative class action lawsuit alleging violations of the Securities Exchange Act of 1934 was filed in the United States District Court, Central District of California, against the Company, among others, and its current Global CEO, its former CFO, its current Chief Product and User Ecosystem Officer, as well as the CFO of Legacy FF and former CFO of the Company, and the Co-CEOs of PSAC. Also, on March 8, March 21, April 11, and April 25 2022, putative stockholder derivative lawsuits were filed in the United States District Court, Central District of California and United States District Court, District of Delaware against numerous current and former officers and directors of the Company alleging violations of the Securities Exchange Act of 1934 and various common law claims. Also, on June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its current Global CEO, its former CFO and its current Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties. Lastly, on September 21, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, the Co-CEOs and independent directors of PSAC, and certain third-party advisors to PSAC, alleging breaches of fiduciary duties, and aiding and abetting the alleged breaches, in connection with disclosures and stockholder voting leading up to the Business Combination. On March 8, 2022 and March 21, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, Central District of California. On April 8, 2022, these two derivative lawsuits were consolidated. On May 24, 2022, the consolidated derivative actions were stayed pending resolution of a motion to dismiss in the putative class action described above. Additionally, on April 11 and April 25, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, District of Delaware. These lawsuits purport to assert claims on behalf of the Company against numerous current and former officers and directors of the Company. Lastly, on June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its current Global CEO, its former CFO and its founder and Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims. On June 14, 2022, a verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company, its current Global CEO, its former CFO and its current Chief Product and User Ecosystem Officer alleging breaches of fiduciary duties. On August 11, 2022, the Court of Chancery granted a stipulation and order governing briefing on a motion to dismiss the complaint. On September 21, 2022, an additional verified stockholder class action complaint was filed in the Court of Chancery of the State of Delaware against, among others, the Company alleging, among other issues, breaches of fiduciary duties. On October 12, 2022, plaintiff filed a motion to consolidate the Cleveland Yun Cleveland’s On September 23, 2022, plaintiff and defendants of the original June 14, 2022 action filed a stipulation and proposed order vacating the briefing schedule set forth pending consolidation of the action alongside the September 21, 2022 complaint. If the proposed order is entered by the court, the parties will meet and confer regarding a schedule governing further proceedings following consolidation of the actions. Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. On September 19, 2022, three Company employees and stockholders brought an action seeking to compel the Company to comply with its obligations under Delaware law to hold an annual meeting of stockholders for the purpose of electing directors. Plaintiffs have stayed this action until January 10, 2023. Given the early stages of the legal proceedings, the Company is unable to evaluate the likelihood of an unfavorable outcome and/or the amount or range of potential loss. On October 20, 2022, FF received a subpoena from the SEC requiring FF to produce certain documents relating to FF’s transactions with Senyun International Ltd. FF intends to fully comply with the subpoena. As of September 30, 2022 and December 31, 2021, the Company had accrued legal contingencies of $22,417 and $16,881, respectively, within Accrued expenses and other current liabilities, and Accounts Payable on the unaudited Condensed Consolidated Balance Sheets for potential financial exposure related to ongoing legal matters primarily related to breach of contracts and employment matters which are deemed both probable of loss and reasonably estimable. Accrued legal contingencies recorded to Accounts Payable relate to disputes with service providers, whereas legal contingencies recorded to Accrued expenses and other current liabilities include all other anticipated legal accruals. During the nine months ending September 30, 2022, the Company settled a legal dispute for breach of lease under which the Company was named a co-defendant, in a civil action case with the plaintiff seeking damages including unpaid rent, future unpaid rent, unpaid expenses, and unpaid taxes related to the lease for a total of $6,400. Pursuant to the settlement agreement, the Company agreed to pay $1,800 in cash in January 2022 and an additional $3,400 plus 5% interest in October 2022 and was liable for the remainder of the settlement, in the amount of $1,200, in the event the co-defendants failed to make the payment in January 2022. In January 2022, the Company made the initial settlement payment of $1,800 and was relieved of the liability of $1,200. As of the date of issuing these unaudited Condensed Consolidated Financial Statements, the Company has not made the additional $3,400 settlement and interest payments, as prescribed in the settlement agreement. On October 26, 2022, the plaintiff filed a motion to enforce the settlement agreement in the Superior Court of the State of California for the County of Santa Clara, seeking no material additional damages. Such hearing is scheduled for December 22, 2022. Special Committee Investigation As previously disclosed on November 15, 2021, the Company’s Board of Directors (the “Board”) established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in the Company being unable to timely file its third quarter 2021 Quarterly Report on Form 10-Q, Annual Report on Form 10-K for the year ended December 31, 2021, first quarter 2022 Quarterly Report on Form 10-Q and amended Registration Statement on Form S-1 (File No. 333-258993) (the “Form S-1”). The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review. On February 1, 2022, the Company announced that the Special Committee completed its review. On April 14, 2022, the Company announced the completion of additional investigative work based on the Special Committee’s findings which were performed under the direction of the Executive Chairperson, reporting to the Audit Committee. In connection with the Special Committee’s review and subsequent investigative work, the following findings were made: ● In connection with the Business Combination, statements made by certain Company employees to certain investors describing the role of Yueting (“YT”) Jia, the Company’s founder and former CEO, within the Company were inaccurate and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors. ● The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000) were unpaid indications of interest. ● Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting requires an upgrade in personnel and systems. ● The Company’s corporate culture failed to sufficiently prioritize compliance. ● Mr. Jia’s role as an intermediary in leasing certain properties which were subsequently leased to the Company was not disclosed in the Company’s corporate housing disclosures. ● In preparing the Company’s related party transaction disclosures, the Company failed to investigate and identify the sources of loans received from individuals and entities associated with Company employees. In addition, the investigation found that certain individuals failed to fully disclose to individuals involved in the preparation of the Company’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to the Company’s former independent registered public accounting firm PricewaterhouseCoopers LLP. The investigation also found that certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation. Among such individuals were non-executive officers or members of the management team of FF, and remedial action was taken with respect to such individuals based on the extent of non-cooperation and/or withholding of information. The failure to cooperate with the investigation was taken into consideration in connection with the remedial actions outlined below with respect to Mr. Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, and withholding of information also affected the remedial action taken with respect to Mr. Matthias Aydt, Senior Vice President, Business Development and Product Definition and a director of the Company. Based on the results of the investigation, the Special Committee concluded that, except as described above, other substantive allegations of inaccurate FF disclosures that it evaluated, were not supported by the evidence reviewed. Although the investigation did not change any of the above findings with respect to the substantive allegations of inaccurate FF disclosures, the investigation did confirm the need for remedial actions to help ensure enhanced focus on compliance and disclosure within FF. Based on the results of the Special Committee investigation and subsequent investigative work described above, the Board approved the following remedial actions designed to enhance oversight and corporate governance of the Company: ● certain remedial actions designed to enhance oversight and corporate governance of the Company, namely the following: ● the appointment of Ms. Swenson, a former member of the Board, to the then newly created position of Executive Chairperson of FF; ● Carsten Breitfeld, FF’s Global Chief Executive Officer, reporting directly to Ms. Swenson and receiving a 25% annual base salary reduction; ● the removal of Mr. Jia as an executive officer, although continuing in his position as Chief Product & User Ecosystem Officer of the Company. Certain dual-reporting arrangements were eliminated with respect to Mr. Jia, and he is required to report directly to Ms. Swenson, a non-independent director nominated by FF Top Holding LLC (“FF Top”). Mr. Jia also received a 25% annual base salary reduction, and his role was limited from a policy-making position to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and Advanced R&D technology; ● Mr. Matthias Aydt, Senior Vice President, Business Development and Product Definition and a director of the Company, being placed on probation as an executive officer for a six-month period, during which period he will remain as a non-independent member of the Board; ● the appointment of Mr. Jordan Vogel as Lead Independent Director; certain changes to the composition of Board committees, including Brian Krolicki stepping down from his role as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee and becoming a member of the Audit and Compensation Committees of the Board; Mr. Jordan Vogel stepping down from the Nominating and Corporate Governance Committee; and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board; ● the suspension without pay of Mr. Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from FF on April 10, 2022; ● the assessment and enhancement of FF’s policies and procedures regarding financial accounting and reporting and the upgrading of FF’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee; ● the implementation of enhanced controls around FF’s contracting and related party transactions, including regular attestations by FF’s employees with authority to bind FF to contracts and related party transactions, for purposes of enabling FF to make complete and accurate disclosures regarding related party transactions; ● the hiring of a Chief Compliance Officer, who reports on a dotted line to the Chair of the Audit Committee, and assessing and enhancing FF’s compliance policies and procedures (and a search for a Chief Compliance Officer of FF is still pending as of the date of this Report); ● the implementation of a comprehensive training program for all directors and officers regarding, among other things, internal FF policies; ● the separation of Mr. Jarret Johnson, FF’s Vice President, General Counsel and Secretary; and ● certain other disciplinary actions and terminations of employment with respect to other FF employees (none of whom is an executive officer). As of the date hereof, FF is continuing to implement the remedial actions approved by the Board. However, no assurance can be provided that such remedial measures will be implemented in a timely manner or will be successful to prevent inaccurate disclosures in the future. SEC and DOJ Investigations Subsequent to FF announcing the completion of the Special Committee investigation on February 1, 2022, FF, certain members of the management team and employees of FF received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation. FF, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021, is cooperating fully with the SEC’s investigation. The outcome of such an investigation is difficult to predict. FF has incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with the SEC investigation. At this stage, FF is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss. In addition, in June 2022, FF received a preliminary request for information from the U.S. Department of Justice (“DOJ”) in connection with the matters that were the subject of the Special Committee investigation. FF has responded to that request and intends to fully cooperate with any future requests from the DOJ. | 12. Commitments and Contingencies Purchase obligations Purchase obligations represent legally binding commitments to purchase inventory, tooling, machinery and equipment as well as items to be used in research and development activities. Although open purchase orders are generally considered enforceable and legally binding, some of the Company’s purchase orders give the Company the option to cancel, reschedule and/or adjust its requirements based on its business needs prior to the delivery of goods or performance of services and to inspect and reject products, for example, if they do not comply with its specifications. Obligations to purchase inventory and other commitments are generally expected to be fulfilled within one year. As of December 31, 2021, the Company had binding purchase obligations and other commitments of $388,672. The Palantir License In July 2021, the Company and Palantir entered into a master agreement that sets forth the terms of the Palantir’s platform hosting arrangement which is expected to be used as a central operating system for data and analytics. Subsequent to entering into this arrangement, Palantir invested $25,000 in the Company through the PIPE Financing and became a shareholder of the Company. Under the platform hosting agreement, the Company committed to pay a total of $47,000 of hosting fees over a six-year term, $5,333 of which was paid during the year ended December 31, 2021. The software is cloud hosted for the entirety of the subscription term and the Company cannot take possession of the software. Accordingly, the Company determined that the subscription agreement represents a hosting arrangement that is a service contract. The Company amortizes the hosting costs on a straight-line basis over the agreement term. Facility Leases The Company’s lease agreements include leasehold improvement incentives as well as escalation clauses. The Company records rent expense on a straight-line basis over the lease term. The Company has several noncancelable operating leases, primarily for office space, with various expiration dates through April 2027. These leases generally contain renewal options for periods ranging from three to five years and require the Company to pay all executory costs such as maintenance and insurance. The Company recorded rent expense of $2,665 and $2,452 for the years ended December 31, 2021 and 2020, respectively. The minimum aggregate future obligations under noncancelable operating leases as of December 31, 2021 were as follows: Year ended December 31, 2022 $ 2,384 2023 2,695 2024 2,775 2025 2,859 2026 2,944 Thereafter 991 $ 14,648 The Company has three capital leases, one in Hanford, California for its main production facility, and two equipment leases. The minimum aggregate future minimum lease payments under capital leases as of December 31, 2021 were as follows: Years ended December 31, 2022 $ 2,574 2023 2,166 2024 1,757 2025 1,792 2026 1,840 Thereafter 1,864 $ 11,993 Legal Matters The Company is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, the outcome of any such claims and disputes cannot be predicted with certainty. On December 23, 2021, a putative class action lawsuit alleging violations of the Securities Exchange Act of 1934 was filed in the United States District Court, Central District of California, against the Company and its current Chief Executive Officer, its current Chief Financial Officer, its current Chief Product and User Ecosystem Officer, as well as the CFO of Legacy FF, and the Co-CEOs of PSAC. On March 7, 2022, the court appointed co-lead plaintiffs and Co-Lead Counsel. Co-lead Plaintiffs filed an amended complaint on May 6, 2022. Defendants’ currently scheduled deadline to respond to the amended complaint is July 5, 2022. Thereafter, the defendants will have the opportunity to answer or file a motion to dismiss the lawsuit. The Company believes the suit is without merit and therefore intends to vigorously defend the suit. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims. On March 8 and March 21, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, Central District of California. Additionally, on April 11 and 25, 2022, putative derivative lawsuits alleging violations of the Securities Exchange Act of 1934 and various common law claims were filed in the United States District Court, District of Delaware. These lawsuits purport to assert claims on behalf of the Company against numerous current and former officers and directors of the Company. Given the early stages of the legal proceedings, it is not possible to predict the outcome of the claims. As of December 31, 2021 and 2020, the Company had accrued contingent liabilities of $16,881 related to six legal matters and $6,025 related to four legal matters, respectively, for potential financial exposure primarily related to breach of contracts and employment matters which are deemed both probable of loss and reasonably estimable. As of December 31, 2021 and 2020, contingent liabilities of $16,881 and $5,025, respectively, were recorded in accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets. As of December 31, 2020, non-current contingent liabilities of $1,000 were recorded in Other Liabilities, Less Current Portion on the Company’s Consolidated Balance Sheets. In July 2021, the Company settled a legal matter with a former employee for $2,850 in cash and issued stock options to purchase 847,800 shares of Class A Common Stock at an exercise price of $2.55 per share (“Settlement Options”) and a grant date fair value of $8,459. The Settlement Options vested 21 days after the Closing Date of the Business Combination. As part of the settlement agreement, no party admitted or acknowledged the existence of any liability or wrongdoing and all claims, including damages, were voluntarily dismissed. The Company accrued $5,000 related to this matter as of December 31, 2020 and upon reaching the settlement in June 2021, recorded an incremental loss of $6,309 in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. During year ended December 31, 2021, the Company recorded: (i) $7,584 related to an outstanding legal dispute for breach of a loan contract with the plaintiff seeking damages; (ii) $5,400 related to a legal dispute for breach of lease under which the Company was named a co-defendant in a civil action case with the plaintiff seeking damages including unpaid rent, future unpaid rent, unpaid expenses, and unpaid taxes related to the lease, which was settled in January 2022, pursuant to which the Company agreed to pay $1,800 in cash in January 2022 and an additional $3,400 plus 5% interest in October 2022; (iii) $1,672 related to an outstanding legal dispute for breach of service contract with the plaintiff seeking damages including late payments; and (iv) $1,200 related to an outstanding legal dispute for software infringement. During the year ended December 31, 2020, the Company settled $2,500 of legal claims in cash. In addition, during the year ended December 31, 2020, the Company resolved a legal matter associated with a United States Department of Labor investigation without any additional fines or penalties, resulting in the reversal of accrued expenses of $2,255, which was recorded in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2020. During the year ended December 31, 2020, the Company received a judicial decision relating to a dispute for unpaid vendor payments. The judicial decision obligated the Company to pay $6,082 to certain vendors. The Company recorded $6,082 in general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2020 and recorded in accrued expenses and other current liabilities on the Consolidated Balance Sheet as of December 31, 2020. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders’ Equity | 12. Stockholders’ Equity The number of authorized, issued and outstanding stock, were as follows: September 30, 2022 Authorized Issued Preferred Stock 10,000,000 — Class A Common Stock 750,000,000 345,794,368 Class B Common Stock 75,000,000 64,000,588 835,000,000 409,794,956 December 31, 2021 Authorized Issued Shares Total Issued Preferred Stock 10,000,000 — — — Class A Common Stock 750,000,000 168,693,323 89,152,130 257,845,453 Class B Common Stock 75,000,000 — 64,000,588 64,000,588 835,000,000 168,693,323 153,152,718 321,846,041 Warrants The number of outstanding warrants to purchase the Company’s Class A Common Stock as of September 30, 2022 and December 31, 2021 were as follows: Number of Exercise Expiration Date Public Warrants (1) 23,375,988 $ 11.50 July 21, 2026 Private Warrants (2) 276,131 11.50 July 21, 2026 ATW NPA Warrants (3) 28,431,635 0.64 Various through August 10, 2028 Bridge Warrants (4) 42,342,839 0.71 Various through September 23, 2029 Other warrants 1,429,068 4.69 August 5, 2027 Total 95,855,661 (1) On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value. (2) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. (3) On September 23, 2022, the Company and Purchasers of the ATW NPA Notes entered into an agreement to place a total of 31,118,718 outstanding warrants related to the Optional Notes and the June 2021 Notes (see Note 9, Notes Payable) The amendment of the warrants issued pursuant to the Optional Notes and the June 2021 Notes, which set the exercise price to $0.50 per warrant, resulted in the recognition of expense of $1,238 in Change in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022. (4) The Bridge Warrants are recorded in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022. The warrants were issued pursuant to the SPA and recorded at fair value at each issuance date and at September 30, 2022. The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2021 were as follows: Number of Exercise Expiration Date Public Warrants 22,977,568 $ 11.50 July 21, 2026 Private Warrants (1) 674,551 11.50 July 21, 2026 Other warrants 4,544,258 10.00 Various through August 10, 2028 Total 28,196,377 (1) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021. | 13. Stockholders’ Equity (Deficit) The number of authorized, issued and outstanding stock, as recast, were as follows: December 31, 2021 Authorized Shares Shares to be Total Issued Preferred Stock 10,000,000 — — — Class A Common Stock 750,000,000 168,693,323 89,152,130 257,845,453 Class B Common Stock 75,000,000 — 64,000,588 64,000,588 835,000,000 168,693,323 153,152,718 321,846,041 December 31, 2020 Authorized Issued Shares to be Total Issued Preferred Stock, as recast 10,000,000 — — — Class A Common Stock, as recast 750,000,000 93,099,596 — 93,099,596 Class B Common Stock, as recast 75,000,000 64,000,588 — 64,000,588 835,000,000 157,100,184 — 157,100,184 Commitment to Issue Class A and Class B Common Stock Former stockholders and noteholders of Legacy FF are required to submit a signed company share letter of transmittal or converting debt letter of transmittal along with a lock-up agreement to the Company’s transfer agent in order for shares of the Company to be issued in their name in exchange for their shares in, notes from, vendor trust or other supplier agreements with Legacy FF. As of December 31, 2021, the Company’s transfer agent has issued 168,693,323 legally outstanding shares. Until the holder of the right to receive shares of the Company’s Class A Common Stock is issued shares, that holder does not have any of the rights of a stockholder. Since December 31, 2021 and through the issuance of these Consolidated Financial Statements, the Company issued 68,742,020 shares of Class A Common Stock and 64,000,588 shares of Class B Common Stock related to the commitment to issue shares. Amendment to the Company’s Certificate of Incorporation On the Closing Date of the Business Combination, the Company’s shareholders adopted the Company’s Second Amended and Restated Certificate of Incorporation. The amendment set forth the rights, privileges, and preferences of the Company’s Class A Common Stock and Class B Common Stock (collectively “Common Stock”). The amendment authorizes the issuance of 10,000,000 shares of Preferred Stock with such designations, rights and preferences as may be determined from time to time by the Company’s Board of Directors. The Company’s Board of Directors are empowered, without stockholder approval, to issue the Preferred Stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Common Stock; provided that any issuance of Preferred Stock with more than one vote per share will require the prior approval of the holders of a majority of the outstanding shares of Class B Common Stock. Voting The holders of Class A Common Stock and Class B Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders until the occurrence of a Qualifying Equity Market Capitalization, following which holders of Class B Common Stock shall be entitled to ten votes per share and shall continue to be entitled to ten votes per share regardless of whether the Qualifying Equity Market Capitalization shall continue to exist or not thereafter. A “Qualifying Equity Market Capitalization” is defined as at the end of any 20 consecutive trading days, the Company has a volume weighted average total equity market capitalization of at least $20,000,000 as determined by multiplying the average closing sale price per share of Class A Common Stock on the NASDAQ at the time of determination by the then total number of issued shares of Class A Common Stock, Class B Common Stock and other shares of the Company. Conversion Shares of Class B Common Stock have the right to convert into shares of Class A Common Stock at any time at the rate of one share of Class A Common Stock for each share of Class B Common Stock. Class A Common Stock does not have the right to convert into Class B Common Stock. Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of the shares of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them. Conversion of Related Party Notes Payable and Notes Payable Prior to the Business Combination On May 13, 2021, related party notes payable with aggregate principal amounts of $90,869 and accrued interest of $43,490 were converted into shares of Legacy FF convertible preferred stock and on July 21, 2021, the convertible preferred stock was converted into a commitment to issue 10,888,580 shares of Class A Common Stock upon the Closing of the Business Combination. Prior to the Business Combination, the Company converted: (i) related party notes payable with a principal amount of $130,479 and accrued interest of $29,958 into the commitment to issue 11,566,196 shares of Class A Common Stock; and (ii) notes payable with a principal balance of $75,100 and accrued interest of $23,275 into the commitment to issue 7,823,306 shares of Class A Common Stock. Conversion of Liabilities as Part of the Business Combination In conjunction with the closing of the Business Combination, the Company paid $139,557 in cash and committed to issue 24,464,994 shares of Class A Common Stock to settle liabilities of the Company and to compensate active and former employees, as further described in Note 3, Business Combination. Conversion of Class B Preferred Stock During 2020, 20,779,412 shares of the Legacy FF’s Class B Preferred Stock automatically converted into 20,779,412 shares of the Company’s Class A Common Stock at a conversion rate of one for one. Automatic conversion was triggered due to the transfer of the Class B Preferred Stock to another party under certain permitted circumstances and in accordance with the Company’s certificate of incorporation effective at that time. Warrants The number of outstanding warrants to purchase the Company’s Class A Common Stock as of December 31, 2021 were as follows: Number of Exercise Expiration Date Public Warrants 22,977,568 $ 11.50 July 21, 2026 Private Warrants (1) 674,551 $ 11.50 July 21, 2026 Other warrants 4,544,258 $ 10.00 Various through August 10, 2028 Total 28,196,377 (1) The Private Warrants are recorded in Other Liabilities, less Current Portion in the Consolidated Balance Sheet as of December 31, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 13. Stock-Based Compensation 2021 SI Plan In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 SI Plan”). The 2021 SI Plan allows the Board of Directors to grant up to 49,573,570 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Company’s Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 SI Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022, and continuing until (and including) the calendar year ending December 31, 2031. Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board of Directors. As of the effective date of the 2021 SI Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan (defined below). As of September 30, 2022, the Company had 43,410,364 shares of Class A Common Stock available for future issuance under its 2021 SI Plan. A summary of the Company’s stock option activity under the SI Plan is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding as of December 31, 2021 — Granted 6,632,387 3.68 Exercised — — Cancelled/forfeited (469,181 ) 5.32 Outstanding as of September 30, 2022 6,163,206 $ 3.56 9.55 $ — The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the nine months ended September 30, 2022 are as follows: September 30, September 30, Risk-free interest rate: 2.46 % 0.79 % Expected term (in years): 7.16 6.05 Expected volatility: 42.17 % 42.10 % Dividend yield: 0.00 % 0.00 % As of September 30, 2022, the total remaining stock-based compensation expense for unvested stock options was $4,368, which is expected to be recognized over a weighted average period of 2.47 years. EI Plan On February 1, 2018, the Board of Directors adopted the Equity Incentive Plan (“EI Plan”), under which the Board of Directors authorized the grant of up to 42,390,000 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees. A summary of the Company’s stock option activity under the EI Plan is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding as of December 31, 2021 31,962,921 $ 2.81 7.77 $ 86,075 Granted — Exercised (1,606,795 ) 2.52 3,658 Cancelled/forfeited (5,083,652 ) 2.57 Outstanding as of September 30, 2022 25,272,474 $ 2.82 7.17 $ 74 As of September 30, 2022, the total remaining stock-based compensation expense for unvested stock options was $8,812, which is expected to be recognized over a weighted average period of 2.52 years. STI Plan The Special Talent Incentive Plan (“STI Plan”) allows the Board of Directors to grant up to 14,130,000 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees. The STI Plan does not specify a limit on the number of stock options that can be issued under the plan. Per the terms of the STI Plan, the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan. A summary of the Company’s stock option activity under the STI Plan is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 9,526,727 $ 5.55 8.0 $ 13,905 Granted — — Exercised (2,181,335 ) 2.5 1,678 Cancelled/forfeited (888,381 ) 8.04 Outstanding as of September 30, 2022 6,457,011 $ 6.51 7.99 $ — As of September 30, 2022, the total remaining stock-based compensation expense for unvested stock options was $5,630, which is expected to be recognized over a weighted average period of approximately 3.6 years. The following table presents stock-based compensation expense included in each respective expense category in the unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Loss: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 2,311 $ 1,879 $ 7,012 $ 2,873 Sales and marketing 301 538 926 847 General and administrative 707 2,636 1,855 4,801 $ 3,319 $ 5,053 $ 9,793 $ 8,521 | 14. Stock-Based Compensation 2021 SI Plan In July 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 SI Plan”). The 2021 SI Plan allows the Board of Directors to grant up to 49,573,570 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for the Company’s Class A Common Stock to employees, directors, and non-employees. The number of shares of Class A Common Stock available under the 2021 SI Plan will increase annually on the first day of each calendar year, beginning with the calendar year ending December 31, 2022, and continuing until (and including) the calendar year ending December 31, 2031. Annual increases are equal to the lesser of (i) 5 percent of the number of shares of Class A Common Stock issued and outstanding on December 31 of the immediately preceding fiscal year and (ii) an amount determined by the Board of Directors. As of the effective date of the 2021 SI Plan, no further stock awards have been or will be granted under the EI Plan or STI Plan. As of December 31, 2021, there were no awards issued under the 2021 SI Plan. As of December 31, 2021, the Company had 49,573,570 shares of Class A Common Stock available for future issuance under the 2021 SI Plan. EI Plan On February 1, 2018, the Board of Directors adopted the Equity Incentive Plan (“EI Plan”), under which the Board of Directors authorized the grant of up to 42,390,000 incentive and nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors and non-employees. On the Closing Date and in connection with the Business Combination, each of the Legacy FF’s outstanding options under the EI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase the Company’s Class A Common Stock based on the Exchange Ratio. A summary of the Company’s stock option activity under the EI Plan is as follows: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 30,402,801 $ 2.45 8.75 $ 885 Granted 5,287,031 4.74 Exercised (2,757,671 ) 2.30 7,740 Expired/forfeited (969,240 ) 3.65 Outstanding as of December 31, 2021 31,962,921 $ 2.81 7.77 $ 86,075 Exercisable as of December 31, 2021 14,777,334 $ 2.51 6.93 $ 41,622 Vested and expected to vest as of December 31, 2021 26,660,149 $ 2.73 7.59 $ 72,705 The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the twelve months ended December 31, 2021 and 2020 are as follows: 2021 2020 Risk-free interest rate: 0.79 % 0.45 % Expected term (in years): 6.05 6.13 Expected volatility: 42.10 % 37.25 % Dividend yield: 0.00 % 0.00 % The total grant date fair value of options vested during the years ended December 31, 2021 and 2020 was $7,016 and $4,953, respectively. As of December 31, 2021, the total remaining stock-based compensation expense for unvested stock options was $13,679 which is expected to be recognized over a weighted average period of 3.0 years. STI Plan On May 2, 2019, the Company adopted its Special Talent Incentive Plan (“STI Plan”) under which the Board of Directors may grant up to 14,130,000 incentive and nonqualified stock options, restricted shares, unrestricted shares, restricted share units, and other stock-based awards for Legacy FF’s Class A Ordinary Stock to employees, directors, and non-employees. The STI Plan does not specify a limit on the number of stock options that can be issued under the plan. Per the terms of the STI Plan the Company must reserve and keep available a sufficient number of shares to satisfy the requirements of the STI Plan. On January 27, 2021, in conjunction with entering into a service agreement with its lessor of the facility located in Hanford, California, the Company issued 399,553 fully-vested options with an exercise price of $2.767 per share. In the event that the intrinsic value of the option is less than the accrued outstanding rent payments of $947 upon close of the Business Combination, the Company will pay the lessor the difference in a single cash payment, otherwise, the accrued outstanding rent will be deemed paid. Upon close of the Business Combination, the intrinsic value of the option was more than the accrued outstanding rent payments and therefore the accrued outstanding rent was deemed paid. On the Closing Date and in connection with the Business Combination, each of the Company’s outstanding options under the STI Plan immediately prior to the closing of the Business Combination remained outstanding and converted into the right to purchase Class A Common Stock equal to the number of shares subject to such option multiplied by the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option divided by the Exchange Ratio. A summary of the Company’s stock option activity under the STI Plan is as follows: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 6,490,208 $ 2.49 9.26 $ 1,174 Granted 5,516,399 7.82 Exercised (1,630,925 ) 2.54 8,807 Expired/Forfeited (848,955 ) 2.68 Outstanding as of December 31, 2021 9,526,727 $ 5.55 8.01 $ 13,905 Exercisable as of December 31, 2021 3,637,954 $ 2.95 6.24 $ 9,364 Vested and expected to vest as of December 31, 2021 7,608,158 $ 4.81 7.68 $ 13,896 The Company has elected to use the contractual term of non-employee options awarded under the STI Plan as the expected term. The weighted-average assumptions used in the Black-Scholes option pricing model for awards granted during the year ended December 31, 2021 and 2020 are as follows: 2021 2020 Risk-free interest rate: 1.39 % 0.59 % Expected term (in years): 9.06 10 Expected volatility: 35.86 % 38.42 % Dividend yield: 0.00 % 0.00 % The total grant date fair value of options vested during the years ended December 31, 2021 and 2020 was $3,106 and $6,860, respectively. As of December 31, 2021, the total remaining stock-based compensation expense for unvested stock options was $7,600, which is expected to be recognized over a weighted average period of approximately 3.9 years. Common Units of FF Global Partners LLC During 2020, certain executives and employees of the Company were granted the opportunity to subscribe to 24,000,000 common units of FF Global Partners LLC (“FF Global Partners”). The subscription price of $0.50 per common unit, payable by the executives and employees of the Company, was financed through non-recourse loans issued by FF Global Partners payable in equal annual installments over ten years. The common units to be purchased with a non-recourse loan are required to be treated for accounting purposes as stock options granted by FF Global Partners to executives and employees of the Legacy FF. The awards were valued using the Black-Scholes option pricing model. The grant date fair value of the units purchased through non-recourse loans was immaterial for the year ended December 31, 2021 and 2020. The following table presents stock-based compensation expense for all of the Company’s SI Plan, EI Plan, STI Plan and Common Units of FF Global Partners LLC included in each respective expense category in the Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31: 2021 2020 Research and development $ 4,001 $ 941 Sales and marketing 1,185 387 General and administrative 6,159 8,177 $ 11,345 $ 9,505 On July 21, 2021, in connection with the Closing of the Business Combination, the Company issued 1,404,459 restricted stock awards with a grant date fair value of $13.78 per share as a bonus to employees and other service providers. The restricted stock awards vest 90 days from the grant date. As of December 31, 2021, 53,489 of these restricted stock awards had been forfeited. The following table presents stock-based compensation expense included in each respective expense category in the Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31: Restricted stock awards for employee bonus, net 2021 2020 Research and development $ 7,613 $ — Sales and marketing 2,310 — General and administrative 8,694 — $ 18,617 $ — |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Net Loss Per Share [Abstract] | ||
Net Loss per Share | 14. Net Loss per Share Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares issued and shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments. For purposes of presentation of basic and diluted net loss per share, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration (see Note 3, Business Combination The net loss per common share was the same for the Class A and Class B Common Stock because they are entitled to the same liquidation and dividend rights and are therefore, combined on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022 and 2021. Because the Company reported net losses for all periods presented, all potentially dilutive Common Stock equivalents were determined to be antidilutive for those periods and have been excluded from the calculation of net loss per share. The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share as of the following dates: September 30, September 30, Stock-based compensation awards – SI Plan 6,163,206 — Stock-based compensation awards – EI Plan 25,272,474 32,137,760 Stock-based compensation awards – STI Plan 6,457,011 9,529,482 Restricted stock awards — 1,364,018 Public Warrants 23,375,988 22,977,568 Private Warrants 276,131 674,551 ATW NPA Warrants 28,431,635 3,874,166 Bridge Warrants 42,342,839 — Other Warrants 1,429,068 670,092 ATW NPA Notes 8,982,677 9,009,210 Bridge Notes 46,918,768 — Make-Whole Amount 32,954,973 — Total 222,604,770 80,236,847 | 16. Net Loss per Share Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares issued and shares to be issued under the commitment to issue shares, as these shares are issuable for no consideration. Diluted net loss per share attributable to common stockholders adjusts the basic net loss per share attributable to common stockholders and the weighted-average number of shares issued and shares to be issued under the commitment to issue shares for potentially dilutive instruments. For purposes of presentation of basic and diluted net loss per share, the Company includes shares to be issued in the denominator in accordance with ASC 710-10-54-4 and ASC 260-10-45-48 as if they had been issued on the date of the merger, as such shares are non-contingent and are issuable for no consideration (see Note 3 , Business Combination) The net loss per common share was the same for the Class A and Class B Common Stock because they are entitled to the same liquidation and dividend rights and are therefore combined on the Consolidated Statements of Operations and Comprehensive Loss. Because the Company reported net losses for all periods presented, all potentially dilutive Common Stock equivalents were determined to be antidilutive for those periods and have been excluded from the calculation of net loss per share. The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share as of December 31: 2021 2020 Stock-based compensation awards – EI Plan 31,962,921 30,402,801 Stock-based compensation awards – STI Plan 9,526,727 6,490,208 Public Warrants 22,977,568 — Private Warrants 674,551 — Other warrants 4,544,258 272,730 Convertible notes payable 9,009,210 — Total 78,695,235 37,165,739 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 15. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited Condensed Consolidated Financial Statements were issued. Other than as described below and in Note 2, Liquidity and Capital Resources Notes Payable Commitments and Contingencies Exchange Agreements On October 10, 2022 and October 19, 2022, the Company exchanged $4,012 and $2,687, respectively, in aggregate principal amounts of the remaining outstanding ATW NPA Notes for 6,269,031 and 5,227,837 shares of Class A Common Stock, reflecting a price per share of Class A Common Stock of $0.64 and $0.51, respectively. Third and Fourth Amendments to the SPA On October 24, 2022, the Company entered into a Limited Consent and Third Amendment to the SPA (the “Third Amendment”), pursuant to which the maturity date for the Bridge Notes was extended from August 14, 2026 to October 27, 2028. In addition, pursuant to the Third Amendment, each Purchaser and the Agent waived certain defaults and events of default under the SPA, any notes issued pursuant to the SPA and other related documents. On November 8, 2022, the Company entered into a Limited Consent and Amendment to the SPA (the “Fourth Amendment”), pursuant to which the parties agreed that (i) in no event will the effective conversion price of any interest or interest make-whole amount payable in shares of Class A Common Stock in respect of Bridge Notes issued or issuable under the SPA be lower than $0.21 per share of Class A Common Stock, and (ii) in order for the Company to make payment of any interest or interest make-whole amount in shares of Class A Common Stock, certain price and volume requirements must be met, namely that (x) the VWAP of the Class A Common Stock is not less than $0.21 per share on any trading day during the preceding seven trading day period, and (y) the total volume of the Class A Common Stock does not drop below $1,500 on any trading day during the same period (in each case, as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions). Bridge Notes Conversions Between November 10, 2022 and November 21, 2022, the Purchasers converted portions of the aggregate principal amount of the outstanding convertible notes of $13,500 of principal of Bridge Notes at a conversion price of $0.89 per share into 14,369,722 shares of Class A Common Stock with an additional 26,910,917 Class A Common Stock issued at conversion prices of $0.35 to $0.53 per share in accordance with Make-Whole Amount provisions. Equity Awards On October 15, 2022, the Board granted, under the 2021 SI Plan, 1,393,616 restricted stock units (“RSUs”), with a grant date value of $0.50, to certain non-executive employees of the Company. On October 25, 2022, the Board granted, under the 2021 SI Plan, 1,379,310 RSUs, with a grant date value of $0.58, to Ms. Yun Han, the Company’s Chief Accounting Officer and Interim Chief Financial Officer. Ms. Han’s RSUs vest according to the following schedule: (a) 25% on the 30th day following the grant date; (b) 37.5% in four equal installments on each of the first four anniversaries of the grant date; and (c) 37.5% in three equal installments on each of the first three anniversaries of the start of production of FF 91. Authorized Shares As of the date of issuance of the unaudited Condensed Consolidated Financial Statements, and as a result of securing additional commitments subsequent to September 30, 2022, as described above, the Company does not have sufficient remaining authorized shares of Class A Common Stock to fulfill its obligation to issue shares upon exercise of all of the warrants and conversion of all of the notes issued or issuable under the NPA and SPA, or to pay interest Make-Whole Amounts in shares upon conversion of such notes. Under the SPA, each Purchaser has the option, from time to time until November 10, 2023, to purchase additional Tranche B Notes and warrants of the Company, subject to certain conditions, in an aggregate amount not to exceed the initial principal amount of the Bridge Notes and Incremental Notes issued to such Purchaser. Under the NPA, the Investors have a similar option to acquire additional Optional Notes and warrants of the Company, subject to certain conditions. If there is an insufficient number of remaining authorized shares of Class A Common Stock, the Company would be required to pay the interest “Make-Whole Amount” in cash, which could adversely affect the Company’s liquidity position, business and results of operations. At a special meeting of the Company’s stockholders held on November 3, 2022, the Company’s stockholders approved (among other proposals) a proposal to amend the Amended and Restated Charter to increase the Company’s authorized number of shares of common stock from 825,000,000 to 900,000,000 shares. In order to have a sufficient number of authorized shares of common stock to issue to the Purchasers and/or Investors pursuant to the NPA and SPA, the Company intends to call a subsequent special meeting in January 2023 to obtain stockholder approval to further increase the Company’s authorized shares of common stock. Events Subsequent to the Original Issuance of Condensed Consolidated Financial Statements In connection with the reissuance of the Condensed Consolidated Financial Statements, the Company has evaluated subsequent events through December 22, 2022, the date the Condensed Consolidated Financial Statements were reissued. Bridge Notes Conversions Between November 22, 2022 and December 20, 2022, the Purchasers converted portions of the aggregate principal amount of the outstanding convertible notes of $31,878 of principal of Bridge Notes at a conversion price of $1.05 to $0.89 per share into 32,316,966 shares of Class A Common Stock with an additional 107,628,677 Class A Common Stock issued at conversion prices of $0.30 to $0.23 per share in accordance with Make-Whole Amount provisions. Bridge Warrant and ATW NPA Warrant Exercises On November 30, 2022, December 1, 2022, and December 15, 2022, Purchasers exercised 8,559,863 Bridge Warrants using exercise prices of $0.28 to $0.23 per share into 8,559,863 shares of Class A Common Stock. On December 15, 2022, the Investors exercised 3,516,480 NPA ATW Warrants using an exercise price of $0.23 per share into 3,516,480 shares of Class A Common Stock. Equity Awards On November 23, 2022, the Board granted, under the 2021 SI Plan, 828,408 stock options to certain executive employees of the Company and 14,812,214 RSUs, with a grant date value of $0.33, to certain non-executive employees of the Company. Vesting conditions of the stock options include annual vesting in 25% increments from start of production of the FF 91 as well as awards fully vested upon on the grant date. Vesting conditions of the RSUs include vesting over 60 days, as well as annual vesting in 25% increments starting on November 1, 2022. On December 13, 2022, the Board granted, under the 2021 SI Plan, two non-employee directors a total of 284,958 RSUs, with a grant date value of $0.37, based on the average closing share price in the preceding 20 trading days. The RSUs fully vest upon grant date. On December 15, 2022, the Board granted, under the 2021 SI Plan, 613,259 RSUs, with a grant date value of $0.48, to certain non-executive US-based employees of the Company and 261,979 RSUs, with a grant date value of $1.40, to certain non-executive China-based employees of the Company. Vesting conditions of the RSUs include vesting over 45 days as well as 90 days starting November 16, 2022 and January 15, 2023, respectively. Additionally, on December 15, 2022, the Board granted, under the 2021 SI Plan, 1,130,422 options, with a grant date value of $0.48, to Mr. Yueting Jia, founder and Chief Product and User Ecosystem Officer. Vesting conditions of the options include annual vesting in 25% increments from start of production of the FF 91 as well as awards fully vested upon on the grant date. Funding Pursuant to the Joinder On different dates in December 2022, Senyun funded aggregated amounts of $10,000 in gross proceeds pursuant to the Joinder. The Company received $9,000 from such funding, net of original issue discount and transaction costs. Authorized Shares On November 22, 2022, the Company filed an amendment to its Amended and Restated Charter with the Delaware Secretary of State increasing the Company’s total authorized shares to 900,000,000. As of the date of reissuance of the unaudited Condensed Consolidated Financial Statements, the Company does not have sufficient remaining authorized shares of Class A Common Stock to fulfill its obligation to issue shares upon exercise of all of the warrants and conversion of all of the notes issued or issuable under the NPA and SPA, or to pay interest Make-Whole Amounts in shares upon conversion of such notes. The Company intends to call a special meeting in January 2023 to obtain stockholder approval to further increase the Company’s authorized shares of Class A Common Stock. | 17. Subsequent Events Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Consolidated Financial Statements. Special Committee Investigation As previously disclosed on November 15, 2021, the Company’s Board established a special committee of independent directors (“Special Committee”) to investigate allegations of inaccurate Company disclosures, including those made in an October 2021 short seller report and whistleblower allegations, which resulted in the Company being unable to timely file its third quarter 2021 Quarterly Report on Form 10-Q, Annual Report on Form 10-K for the year ended December 31, 2021 and amended Registration Statement on Form S-1 (File No. 333-258993). The Special Committee engaged outside independent legal counsel and a forensic accounting firm to assist with its review. On February 1, 2022, the Company announced that the Special Committee completed its review. On April 14, 2022, the Company announced the completion of additional investigative work based on the Special Committee’s findings, which were performed under the direction of the Executive Chairperson, reporting to the Audit Committee. In connection with the Special Committee’s review and subsequent investigative work, the following findings were made: ● In connection with the Business Combination, statements made by certain Company employees to certain investors describing the role of Yueting (“YT”) Jia, the Company’s founder and former CEO, within the Company were inaccurate, and his involvement in the management of the Company post-Business Combination was more significant than what had been represented to certain investors. ● The Company’s statements leading up to the Business Combination that it had received more than 14,000 reservations for the FF 91 vehicle were potentially misleading because only several hundred of those reservations were paid, while the others (totaling 14,000) were unpaid indications of interest. ● Consistent with the Company’s previous public disclosures regarding identified material weaknesses in its internal control over financial reporting, the Company’s internal control over financial reporting requires an upgrade in personnel and systems. ● The Company’s corporate culture failed to sufficiently prioritize compliance. ● Mr. Jia’s role as an intermediary in leasing certain properties which were subsequently leased to the Company was not disclosed in the Company’s corporate housing disclosures. ● In preparing the Company’s related party transaction disclosures, the Company failed to investigate and identify the sources of loans received from individuals and entities associated with Company employees. In addition, certain individuals failed to fully disclose to individuals involved in the preparation of the Company’s SEC filings their relationships with certain related parties and affiliated entities in connection with, and following, the Business Combination, and failed to fully disclose relevant information, including but not limited to, information in connection with related parties and corporate governance to the Company’s independent registered public accounting firm PricewaterhouseCoopers LLP. Further, certain individuals failed to cooperate and withheld potentially relevant information in connection with the Special Committee investigation. Based on the results of the investigation, the Special Committee concluded that, except as described above, other substantive allegations of inaccurate FF disclosures that it evaluated, were not supported by the evidence reviewed. Based on the results of the Special Committee investigation and subsequent investigative work described above, the Board approved the following remedial actions: ● certain remedial actions designed to enhance oversight and corporate governance of the Company, namely the following: ● the appointment of Susan Swenson, a member of the Board, to the newly created position of Executive Chairperson of FF; ● Dr. Carsten Breitfeld, FF’s Chief Executive Officer, reporting directly to Ms. Swenson and receiving a 25% annual base salary reduction; ● the removal of Mr. Jia as an executive officer, although continuing in his position as Chief Product & User Ecosystem Officer of the Company and reporting directly to the Executive Chairperson, receiving a 25% annual base salary reduction, and his role limited to focusing on (a) Product and Mobility Ecosystem and (b) Internet, Artificial Intelligence, and Advanced R&D technology; ● Matthias Aydt, Senior Vice President, Business Development and Product Definition and a director of the Company, being placed on probation as an executive officer for a six-month period, during which period he will remain as a non-independent member of the Board; ● the appointment of Jordan Vogel as Lead Independent Director; certain changes to the composition of Board committees, including Brian Krolicki stepping down from his role as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee and becoming a member of the Audit and Compensation Committees of the Board; Jordan Vogel stepping down from the Nominating and Corporate Governance Committee; and Scott Vogel becoming the Chair of the Audit Committee and the Nominating and Corporate Governance Committee of the Board; and ● the suspension without pay of Jiawei (“Jerry”) Wang, the Company’s former Vice President, Global Capital Markets, who subsequently notified the Board of his decision to resign from FF on April 10, 2022; ● the assessment and enhancement of FF’s policies and procedures regarding financial accounting and reporting and the upgrading of FF’s internal control over financial accounting and reporting, including by hiring additional financial reporting and accounting support, in each case at the direction of the Audit Committee; ● the implementation of enhanced controls around FF’s contracting and related party transactions, including regular attestations by FF’s employees with authority to bind FF to contracts and related party transactions, for purposes of enabling FF to make complete and accurate disclosures regarding related party transactions; ● the hiring of a Chief Compliance Officer, who reports on a dotted line to the Chair of the Audit Committee, and assessing and enhancing FF’s compliance policies and procedures; ● the implementation of a comprehensive training program for all directors and officers regarding, among other things, internal FF policies; ● the separation of Jarret Johnson, FF’s Vice President, General Counsel and Secretary; and ● certain other disciplinary actions and terminations of employment with respect to other FF employees (none of whom is an executive officer). SEC Investigation Subsequent to the Company announcing the completion of the Special Committee investigation on February 1, 2022, the Company, certain members of the management team and employees of the Company received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation. The Company, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation in October 2021, is cooperating fully with the SEC’s investigation. The outcome of such an investigation is difficult to predict. The Company has incurred, and may continue to incur, significant expenses related to legal and other professional services in connection with the SEC investigation. At this stage, The Company is unable to assess whether any material loss or adverse effect is reasonably possible as a result of the SEC’s investigation or estimate the range of any potential loss. Settlement of the Hans litigation In January 2022, the Company settled an outstanding legal dispute for breach of lease under which the Company was named a co-defendant in a civil action case with the plaintiff seeking damages including unpaid rent, future unpaid rent, unpaid expenses, and unpaid taxes related to the lease. Under the terms of the agreement, the Company paid $1,800 in cash in January 2022 and agreed to pay an additional $3,400 plus 5% interest in October 2022. Issuance of Options under the 2021 SI Plan In January 2022, the Company awarded 3,646,557 stock options to employees and nonemployees under the 2021 SI Plan with an exercise price of $5.32 per share. Beverly Hills, California Flagship Store Lease In February 2022, the Company signed a Retail Lease Agreement with B. H. Triangle Associates, L.P., a California limited partnership (“Landlord”) for an approximately 13,000 square feet property in Beverly Hills, California for its first flagship store. The lease will commence on the earlier of the substantial completion of the Company’s leasehold improvements and June 1, 2022, and will continue for a period of 126 months thereafter. According to the agreement, rent fees will escalate over the lease term, starting from $1,534 during the first 12 months of the lease and increasing by 3% each 12 months thereafter. The Company has two consecutive options to extend the lease beyond its initial term for five additional years each by giving the Landlord not less than nine months prior notice. Rent fees during extension periods will be determined according to the fair value mechanism agreed upon between the parties. The lease agreement was effective on March 16, 2022. As part of the agreement, the Company is allowed tenant improvements in the amount of $1,030 by the Landlord. In connection with the lease agreement, on March 4, 2022, the Company obtained an unconditional and irrevocable letter of credit from East West Bank in the amount of $1,500. The letter of credit expires on March 4, 2023, and is renewed automatically for successive one South Korea Contract Manufacturing Agreement In February 2022, the Company entered into a definitive contract manufacturing and supply agreement with Myoung Shin Co., Ltd. (“Myoung Shin”), a South Korea-based automotive manufacturer and parts supplier, to manufacture the Company’s second vehicle, the FF 81. The agreement has an initial term of nine years from the start of production of the FF 81, which is scheduled for 2024. Pursuant to the agreement, Myoung Shin shall maintain sufficient manufacturing capabilities and capacity to supply FF 81 vehicles to the Company in accordance with the Company’s forecasts and purchase orders. The Company and Myoung Shin will each manufacture and supply certain FF 81 parts that Myoung Shin will use in the manufacture and assembly of FF 81 vehicles. |
Variable Interest Entities and
Variable Interest Entities and Joint Ventures | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entities and Joint Ventures | 4. Variable Interest Entities and Joint Ventures The LeSEE Arrangement In November 2017, as part of a broader corporate reorganization and to facilitate third-party investment, the Company incorporated its holding company, Smart King, Ltd., in the Cayman Islands to enable effective control over the Company’s Chinese operating entity, FF Hong Kong Holding Ltd., and its subsidiaries without direct equity ownership. The Company entered into a series of contractual arrangements (“VIE contractual arrangements”) with LeSEE and LeSEE Zhile Technology Co., Ltd. (“LeSEE Zhile”), a related party of the Company, to enable the Company to exercise effective control over LeSEE and its subsidiaries, to receive substantially all of the economic benefits of such entities, and to have an exclusive option to purchase all or part of the equity interests in LeSEE. On August 5, 2020, an equity transfer agreement (the “Equity Transfer Agreement”) was entered into between the Company and LeSEE Zhile, pursuant to which, LeSEE Zhile transferred 48% equity of LeSEE to the Company for no consideration. After the transfer, LeSEE Zhile owned 1% of LeSEE and the Company owned 99% of LeSEE, making LeSEE a majority-owned subsidiary of the Company and no longer a VIE, since LeSEE is consolidated through majority voting and equity interests. As such, LeSEE is consolidated by the Company within the Consolidated Financial Statements. The9 Arrangement On March 24, 2019, the Company entered into a Joint Venture Agreement (“JVA”) with The9 Limited (“The9”). Pursuant to the JVA, the Company and The9 agreed to establish an equity joint venture in Hong Kong, which would in turn establish a wholly-owned subsidiary in China, intended to engage in the business of manufacturing, marketing, selling and distributing the planned Faraday Future Icon V9 model electric vehicle in China. The Company and The9 would each be 50% owners of the joint venture. The9 made a $5,000 non-refundable initial deposit (“The9 Conditional Obligation”) to the Company to participate in the joint venture. The9 had the right to convert the initial deposit into various classes of stock in the Company. For accounting purposes, the deposit is a financial instrument that embodies a conditional obligation that the issuer may settle by issuing a variable number of shares. The9 Conditional Obligation was measured at fair value, was remeasured at each reporting period, and represented a Level 3 financial instrument under the fair value hierarchy (see Note 8, Fair Value of Financial Instruments) The Geely Arrangement In December 2020, the Company entered into a non-binding memorandum of understanding with Zhejiang Geely Holding Group Co., Ltd. (“Geely Holding”), which was also a subscriber in the PIPE Financing, pursuant to which the parties contemplate strategic cooperation in various areas including engineering, technology, supply chain, and contract manufacturing (“Geely JV”). In January 2021, the Company and Geely Holding entered into a cooperation framework agreement and a license agreement (“Geely License”) that set forth the major commercial understanding of the proposed cooperation among the parties in the areas of potential investment into the Geely JV, engineering, technology, and contract manufacturing support. The foregoing framework agreement and the Geely License may be terminated if the parties fail to enter into the joint venture definitive agreement. On September 7, 2021, the Company paid Liankong Technologies Co., Ltd. (“Liankong”), a subsidiary of Geely Holding, which was also a subscriber in the PIPE Financing, in accordance with the Intellectual Property License Agreement dated January 11, 2021, as supplemented on September 7, 2021, a one-time amount of $50,000 for a non-exclusive, perpetual, irrevocable, and sublicensable license to use a platform, the Geely License. The Geely platform is an electric automotive chassis that the Company plans to use in the development of future electric vehicle models. As the Company intends to use the license in the design, construction, and testing of pre-production prototypes and models of future electric vehicles and the license has no alternative future use, the total cost to acquire the license has been expensed as incurred as research and development within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021. |
Vendor Payables in Trust
Vendor Payables in Trust | 12 Months Ended |
Dec. 31, 2021 | |
Vendor Payables In Trust [Abstract] | |
Vendor Payables in Trust | 11. Vendor Payables in Trust On April 29, 2019, Legacy FF established the Faraday Vendor Trust (“Vendor Trust”), with the intention to stabilize its supplier base by providing suppliers with the ability to exchange their unsecured trade receivables for secured trust interests. Repayment of the trust interests was governed by a Trade Receivables Repayment Agreement dated as of April 29, 2019 (“Trade Receivables Repayment Agreement”). All interests in the Vendor Trust were collateralized by a first lien, with third payment priority, in agreement with applicable intercreditor arrangements, on virtually all tangible and intangible assets of Legacy FF. The applicable interest rate for the vendor trust principal balance was 6.00%, calculated daily from the date of contribution and was non-compounding. Management determined that the economic substance of the obligations under the Vendor Trust was an in-substance financing. A total of $0 and $111,574 of Legacy FF’s trade payables have been included in the Vendor Trust with accrued interest of $0 and $11,840 as of December 31, 2021 and 2020, respectively. During the year ended December 31, 2020, the Company made aggregate payments of $4,500 on the Vendor Trust. The Vendor Trust also included approximately $8,380 of purchase orders as of the Closing Date related to goods and services yet to be received (“Future Work”). These vendors did not contribute any receivables into the Vendor Trust related to the Future Work, as the goods and services are to be received at a future date. As such, the Company may cancel the vendor’s interest in the Vendor Trust related to these purchase orders until such time that the vendors begin to fulfil the requested goods and services. On October 30, 2020, the agreement governing the Vendor Trust (the “Vendor Trust Agreement”) was modified to add a conversion feature to allow the secured interests in the Vendor Trust to convert into PSAC shares if a Qualified SPAC Merger (as defined in the Vendor Trust Agreement) occurs. Management accounted for this modification as an extinguishment because the conversion feature was considered substantive, as the conversion feature was considered to be reasonably possible to be exercised. The conversion feature did not require bifurcation because it is clearly and closely related to the host instrument, since the conversion did not involve a substantial premium or discount. As a result, the Company recorded a discount of $1,812 against the carrying value of the Vendor Payables in Trust. The Company recorded accretion of $1,350 and $462 in Interest Expense during the years ended December 31, 2021 and 2020, respectively, related to the discount created from the gain on extinguishment in the Consolidated Statements of Operations and Comprehensive Loss. These adjustments resulted in the Vendor Trust having a net carrying value of $110,224 as of December 31, 2020. On March 1, 2021, the maturity date of the secured trust interests in the Vendor Trust was extended to the Closing of the Business Combination. Termination of Interests in the Vendor Trust On June 4, 2021, the Company entered into an agreement with a vendor with an interest in the Vendor Trust for future services. The Company and the vendor agreed to forgive $14,166 relating to a portion of the total Future Work outstanding instead of converting these interests to equity upon the close of the Business Combination. In addition, it was agreed to terminate and forgive $1,901 of the vendor’s interest for work performed, resulting in a gain of $1,731. On June 7, 2021, the Company entered into agreements with two vendors and settled in cash part of their interest in the Vendor Trust totaling $5,367. The vendors’ remaining interests were settled along with the outstanding interests in the Vendor Trust as part of the close of the Business Combination. On July 12, 2021, the Company entered into an agreement with a vendor to cancel the vendor’s interests in the Vendor Trust totaling $1,167 and instead transferring them to accounts payable to be repaid in cash as part of the ordinary course of business. At the Closing Date of the Business Combination, the Company settled the outstanding payables in the Vendor Trust and accrued interest, by paying $22,355 in cash and the commitment to issue 9,618,542 shares of Class A Common Stock. The Company recorded a loss at settlement of the Vendor Trust, and accrued interest thereon, of $41,776 in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2021 due to the payment of an exit fee of $2,250, as required by the Vendor Trust Agreement, and converting the beneficial interests in the Vendor Trust at $10.00 per share which was below the fair value of the stock on the date of conversion. The Company committed to issue 838,040 shares of Class A Common Stock to settle Future Work, which were recorded as deposits in the amount of $8,380 as of the Closing Date of the Business Combination. Through the payments and issuances of shares for outstanding payables, accrued interest and Future Work, the Company settled the outstanding interests in the Vendor Trust and no amount remains outstanding as of December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The provision for income tax consisted of the following: 2021 2020 Current: Federal $ — $ — State 3 3 Foreign 237 — Total current 240 3 Deferred: Federal (48,017 ) (11,456 ) State (49,894 ) — Foreign (9,956 ) (2,044 ) Valuation allowance 107,867 13,500 Total deferred — — Total provision $ 240 $ 3 The components of losses before income taxes, by taxing jurisdiction, were as follows for the years ended December 31: 2021 2020 U.S. $ (408,520 ) $ (79,605 ) Foreign (107,745 ) (67,480 ) Total $ (516,265 ) $ (147,085 ) The provision for income taxes for the years ended December 31, differs from the amount computed by applying the statutory federal corporate income tax rate of 21% to losses before income taxes as a result of the following: 2021 2020 Federal income tax expense 21.0 % 21.0 % State income taxes (net of federal benefit) 3.8 % 0.0 % Permanent differences (0.1 )% (1.3 )% Fair value debt adjustments (4.5 )% (0.6 )% Disallowed interest (0.4 )% (2.7 )% Foreign tax rate difference (0.2 )% (6.7 )% Return-to-provision adjustment (3.1 )% 0.4 % Uncertain tax benefit (0.4 )% — Expiration of tax attributes (1.7 )% (1.0 )% State tax rate change on deferred taxes 6.4 % — Valuation allowance (20.8 )% (9.1 )% Effective tax rate 0.0 % 0.0 % The main changes in permanent differences related to fair value adjustments on convertible related party notes payable and notes payable and disallowed interest expense due to embedded features. The main changes in foreign tax rate difference and valuation allowance related to higher foreign losses incurred in 2021. The tax effects of temporary differences for the years ended December 31, that give rise to significant portions of the deferred tax assets and deferred tax liabilities are provided below: 2021 2020 Deferred Tax Assets: Net operating losses (“NOL”) $ 225,339 $ 123,633 Research and development credits 4,240 7,921 Accrued liabilities 16,258 7,564 Construction in progress — 3,061 Excess interest expense under section 163(j) 5,018 3,670 Capital losses 3,420 2,407 Amortization 12,176 — Stock-based compensation 187 428 Other 1,714 296 Gross deferred tax assets 268,352 148,980 Valuation allowance (256,413 ) (148,546 ) Deferred tax assets, net of valuation allowance 11,939 434 Deferred Tax Liabilities: Depreciation (573 ) 454 State taxes (11,366 ) (888 ) Total deferred tax liabilities (11,939 ) (434 ) Total net deferred tax assets (liabilities) $ — $ — The Company has recognized a full valuation allowance as of December 31, 2021 and 2020 since, in the judgment of management given the Company’s history of losses, the realization of these deferred tax assets was not considered more likely than not. The valuation allowance was $256,413 and $148,546 as of December 31, 2021 and 2020, respectively, with increases attributable to the current year’s provision. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. During 2021 and 2020, the Company evaluated the realizability of its net deferred tax assets based on available positive and negative evidence and concluded that the likelihood of realization of the benefits associated with its net deferred tax assets does not reach the level of more likely than not due to the Company’s history of cumulative pre-tax losses and risks associated with the generation of future income given the current stage of the Company’s business. As of December 31, 2021, the Company has U.S. federal and foreign net operating loss carryforwards of $718,798 and $113,019, respectively, which will begin to expire in 2034 and 2022, respectively. The U.S. federal net operating loss carryforwards of $638,270 generated post the Tax Cuts and Jobs Act may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. The U.S. federal net operating loss carryforwards of $80,528 generated prior to December 31, 2018 may be carried forward for twenty years. As of December 31, 2021, the Company has California net operating loss carryforwards of $518,073, which will begin to expire in 2034. The Company has no U.S. federal R&D tax credit carryforwards and a state R&D tax credit carryforward of $4,230 as of December 31, 2021. The U.S. state tax credits do not expire and can be carried forward indefinitely. In accordance with Internal Revenue Code Section 382 (“Section 382”) and Section 383 (“Section 383”), a corporation that undergoes an “ownership change” (generally defined as a cumulative change (by value) of more than 50% in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change NOLs and R&D tax credits to offset post-change taxable income and post-change tax liabilities, respectively. The Company’s existing NOLs and R&D credits may be subject to limitations arising from previous ownership changes, and the ability to utilize NOLs could be further limited by Section 382 and Section 383 of the Code. In addition, future changes in the Company’s stock ownership, some of which may be outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 of the Code. The Company’s intention is to indefinitely reinvest earnings in all jurisdictions outside the United States. As of December 31, 2021 and 2020, there was no material cumulative earnings outside the United States due to net operating losses and the Company has no earnings and profits in any jurisdiction, that if distributed, would give rise to a material unrecorded liability. The Company is subject to taxation and files income tax returns with the U.S. federal government, California and China. As of December 31, 2021, the 2017 through 2021 federal returns and 2017 through 2021 state returns are open to exam. The Company’s 2017 and 2018 federal returns are currently under audit by the Internal Revenue Service (“IRS”). The Company is not under any tax audits on its China tax returns. All of the prior year tax returns, from 2016 through 2021, are open under China tax law. Uncertain Income Tax Position The aggregate change in the balance of unrecognized tax benefits for the years ended December 31, is as follows: 2021 2020 Beginning balance $ 2,666 $ 2,598 Increase related to current year tax positions 2,331 68 Ending balance $ 4,997 $ 2,666 In accordance with ASC 740-10, Income Taxes — Overall The following table summarizes the valuation allowance: 2021 2020 Beginning balance $ 148,546 $ 135,046 Increase related to current year tax positions 107,867 13,500 Ending balance $ 256,413 $ 148,546 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Nature of Business and Organization and Basis of Presentation [Abstract] | ||
Nature of Business and Organization | Nature of Business and Organization Faraday Future Intelligent Electric Inc. (“Company” or “FF”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and headquartered in Los Angeles, California. On July 21, 2021 ( “Closing”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021, by and among Property Solutions Acquisition Corp (“PSAC”). and Legacy FF (the “Business Combination”), pursuant to which the Company received gross proceeds of $229,583 from the PSAC trust account. Upon the consummation of the Business Combination, PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” Concurrently with the Closing of the Business Combination, the Company entered into separate agreements with a number of investors (“PIPE Investors”) pursuant to which, on the Closing, the PIPE Investors purchased, and the Company issued, an aggregate of 76,140,000 shares of Class A Common Stock, for a purchase price of $10 per share with an aggregate purchase price of $761,400 (“PIPE Financing”). Shares sold and issued in the PIPE Financing included registration rights. The Company operates in a single operating segment and designs and engineers next-generation, intelligent, electric vehicles. The Company expects to manufacture vehicles at its ieFactory California production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform. | Nature of Business and Organization Faraday Future Intelligent Electric Inc. (the “Company” or “FF”), formerly known as Property Solutions Acquisition Corp. (“PSAC”), a holding company incorporated in the State of Delaware on February 11, 2020, conducts its operations through the subsidiaries of FF Intelligent Mobility Global Holdings Ltd. (“Legacy FF”), founded in 2014 and is headquartered in Los Angeles, California. Legacy FF had previously changed its name from Smart King Ltd. to FF Intelligent Mobility Global Holdings Ltd. on February 14, 2020. On July 21, 2021 (the “Closing Date”), the Company consummated a business combination pursuant to an Agreement and Plan of Merger dated January 27, 2021 (as amended, the “Merger Agreement”), by and among the Company, PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of PSAC (“Merger Sub”), and Legacy FF. Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Legacy FF, with Legacy FF surviving the merger as a wholly-owned subsidiary of the Company (the “Business Combination”). Upon the consummation of the Business Combination (the “Closing”), PSAC changed its name from “Property Solutions Acquisition Corp.” to “Faraday Future Intelligent Electric Inc.” For more information regarding the Business Combination, see Note 3, Business Combination The Company operates in a single operating segment and designs and engineers next-generation, intelligent, connected, electric vehicles. The Company expects to manufacture vehicles at its production facility in Hanford, California and has additional engineering, sales, and operations capabilities in China. The Company has created innovations in technology, products, and a user-centered business model that are being incorporated into its planned electric vehicle platform. The Company intends to commercially launch the FF 91 series in the third quarter of 2022. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The Company consolidates the financial statements of all entities in which it has a controlling financial interest, including the accounts of any Variable Interest Entity (“VIE”) in which the Company has a controlling financial interest and for which it is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. The unaudited Condensed Consolidated Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and are unaudited. These unaudited Condensed Consolidated Financial Statements do not include all disclosures that are normally included in annual audited financial statements prepared in accordance with GAAP and should be read in conjunction with the Company’s audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Company’s Form 10-K filed with Securities and Exchange Commission (“SEC”) on May 13, 2022 (“Form 10-K”). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company’s annual audited Consolidated Financial Statements but does not contain all of the footnote disclosures from the annual financial statements. In the opinion of the Company, the unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, its results of operations, and cash flows for the periods presented. The accounting policies used in the preparation of these unaudited Condensed Consolidated Financial Statements are the same as those disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2021, included in the Form 10-K, except as described below. | Principles of Consolidation and Basis of Presentation The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company, its wholly-owned subsidiaries and joint ventures for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated upon consolidation. |
Reclassification | Reclassification The Company reclassified certain amounts in the unaudited Condensed Consolidated Financial Statements to conform to the current period’s presentation. | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions, which affect the reported amounts in the financial statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable, notes payable and warrants liabilities; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; (vii) fair value of warrants, and (viii) incremental borrowing rate used to measure operating lease liabilities. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates. As of the date the Company’s unaudited Condensed Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s unaudited Condensed Consolidated Financial Statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from these estimates and any such differences may have a material impact on the Company’s unaudited Condensed Consolidated Financial Statements. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts in the Consolidated Financial Statements. Estimates are based on historical experience, where applicable, and other assumptions which management believes are reasonable under the circumstances. On an ongoing basis management evaluates its estimates, including those related to the: (i) realization of tax assets and estimates of tax liabilities; (ii) valuation of equity securities; (iii) recognition and disclosure of contingent liabilities, including litigation reserves; (iv) fair value of related party notes payable and notes payable; (v) estimated useful lives and impairment of long-lived assets; (vi) fair value of options granted to employees and non-employees; and (vii) fair value of warrants. Such estimates often require the selection of appropriate valuation methodologies and financial models and may involve significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions, financial inputs, or circumstances. Given the global economic climate, unpredictable nature and unknown duration of the COVID-19 pandemic, estimates are subject to additional volatility. As of the date the Company’s Consolidated Financial Statements were issued, the Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or to revise the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional information is obtained, which may result in changes being recognized in the Company’s Consolidated Financial Statements in future periods. While the Company considered the effects of COVID-19 on its estimates and assumptions, due to the level of uncertainty regarding the economic and operational impacts of COVID-19 on the Company’s business, there may be other judgments and assumptions that the Company has not considered. Such judgments and assumptions could result in a material impact on the Company’s financial statements in future periods. Actual results could differ from those estimates and any such differences may have a material impact on the Company’s Consolidated Financial Statements. |
Income Taxes | Income Tax The Company recorded an income tax provision of $0 and $9 for the three and nine months ended September 30, 2022, and $0 and $3 for the three and nine months ended September 30, 2021, respectively, on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. The difference in the Company’s effective tax rate from the federal statutory rate of 21% is due to the ratio of domestic and international loss before taxes. The Company records a full valuation allowance to reflect limited benefits for income taxes in jurisdictions that historically reported losses and a provision for income taxes in jurisdictions that are profitable. The income tax provision for each period was the combined calculated tax expenses/benefits for various jurisdictions. The Company is subject to taxation and files income tax returns with the U.S. federal government, California and China. The Company’s income tax returns are open to examination by the relevant tax authorities until the expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. As of September 30, 2022, the Company is not under any tax audits on its income tax returns. All of the Company’s prior year tax returns, from 2016 through 2021, are open under Chinese tax law. The Company did not accrue any interest or penalties related to the Company’s unrecognized tax benefits as of September 30, 2022, as the uncertain tax benefits only reduced the net operating losses. The Company does not expect the uncertain tax benefits to have material impact on its unaudited Condensed Consolidated Financial Statements within the next twelve months. | Income Taxes The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the basis used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The carrying value of deferred tax assets reflects an amount that is more likely than not to be realized. As of December 31, 2021 and 2020, the Company had recorded a full valuation allowance on net deferred tax assets because the Company expects it is more likely than not that the net deferred tax assets will not be realized. The Company utilizes the guidance in ASC 740-10, Income Taxes The Company recognizes interest and penalties on unrecognized tax benefits as a component of income tax expense. There were no interest or penalties for the years ended December 31, 2021 and 2020. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases Leases (Topic 842) - Targeted Improvements Leases In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt — Debt with Conversion and Other Options Derivatives and Hedging In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Debt — Modifications and Extinguishments | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Foreign Currency | Foreign Currency The Company determines the functional and reporting currency of each of its international subsidiaries based on the primary currency in which they operate. The functional currency of the Company’s foreign subsidiaries in China is their local currency, Chinese Yuan (“CYN”). For foreign subsidiaries where the functional currency is their local currency, assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date, stockholders’ equity (deficit) is translated at the applicable historical exchange rate, and expenses are translated using the average exchange rates during the period. The effect of exchange rate changes resulting from the translation of the foreign subsidiary financial statements is accounted for as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets and currency translation adjustments have been immaterial for the years ended December 31, 2021 and 2020. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. | |
Fair Value Measurements | Fair Value Measurements The Company applies the provisions of ASC 820, Fair Value Measurement The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Valuations for assets and liabilities traded in active exchange markets, or interest in open-end mutual funds that allow a company to sell its ownership interest back at net asset value on a daily basis. Valuations are obtained from readily available pricing sources for market transactions involving identical assets, liabilities or funds. Level 2 Valuations for assets and liabilities traded in less active dealer, or broker markets, such as quoted prices for similar assets or liabilities or quoted prices in markets that are not active. Level 2 instruments typically include U.S. government and agency debt securities, and corporate obligations. Valuations are usually obtained through market data of the investment itself as well as market transactions involving comparable assets, liabilities or funds. Level 3 Valuations for assets and liabilities that are derived from other valuation methodologies, such as option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. ASC 825-10, Financial Instruments Fair Value of Financial Instruments | |
Concentration of Risk | Concentration of Risk Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash, restricted cash, notes receivables, and deposits. Substantially all of the Company’s cash and restricted cash is held at financial institutions located in the United States of America and in the People’s Republic of China. The Company maintains its cash and restricted cash with major financial institutions. At times, cash and restricted cash account balances with any one financial institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits ($250 per depositor per institution) and China Deposit Insurance Regulations limits (CNY 500 per depositor per institution). Management believes the financial institutions that hold the Company’s cash and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to cash and restricted cash. Cash and restricted cash held by the Company’s non-U.S. subsidiaries is subject to foreign currency fluctuations against the U.S. Dollar. If, however, the U.S. Dollar is devalued significantly against the Chinese Yuan, the Company’s cost to develop its business in China could exceed original estimates. The Company has notes receivable of $0 and $40 and deposits of $63,370 and $6,412 as of December 31, 2021 and 2020, respectively. The Company receives certain components from sole suppliers. The inability of a supplier to fulfill the Company’s supply requirements could materially impact future operating results. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance and repairs, which do not extend the assets lives, are charged to operating expense as incurred. Upon sale or disposition, the cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any gain or loss is included in the Consolidated Statements of Operations and Comprehensive Loss. Depreciation and amortization on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and for leasehold improvements, over the term of the lease, if shorter. Useful Life Buildings 39 Building improvements 15 Computer hardware 5 Tooling, machinery, and equipment 5 to 10 Vehicles 5 Computer software 3 Leasehold improvements Shorter of 15 years or Construction in progress (“CIP”) consists of the construction activities related to the Company’s Hanford, California plant and tooling, machinery and equipment being built to serve the manufacturing of production vehicles. These assets are capitalized and depreciated once put into service. The amounts capitalized in CIP that are held at vendor sites relate to the completed portion of work-in-progress of tooling, machinery and equipment built based on the Company’s specific needs. The Company may incur storage fees or interest fees related to CIP which are expensed as incurred. Construction in progress is presented within Property and Equipment, net on the Consolidated Balance Sheets. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, consisting primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an assets (or asset groups) may not be recoverable. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows attributable to such assets, including any cash flows upon their eventual disposition, to the assets carrying values. If the carrying value of the assets exceeds the forecasted undiscounted cash flows, then the assets are written down to their fair value. Assets classified as held for sale are also assessed for impairment and such amounts are determined at the lower of the carrying amount or fair value, less costs to sell the asset. No Property and Equipment, Net | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders. Elements of the Company’s accumulated other comprehensive loss are reported in the Consolidated Statements of Stockholders’ Equity (Deficit) and consists of equity-related foreign currency translation adjustments, which are presented in the Consolidated Statements of Operations and Comprehensive Loss. | |
Research and Development | Research and Development Research and development (“R&D”) costs are expensed as incurred and are primarily comprised of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on R&D activities, other related costs, license fees, and depreciation and amortization. The Company’s R&D efforts are focused on design and development of the Company’s electric vehicles and continuing to prepare the Company’s prototype electric vehicle to achieve industry standards. Advanced payments for items and services related to R&D activities have been classified as Deposits on the Consolidated Balance Sheets and are included in operating activities on the Company’s Consolidated Statements of Cash Flows. The Company expenses deposits as the services are provided and prototype parts are received. | |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits, and stock-based compensation) for employees focused on sales and marketing, and direct costs associated with sales and marketing activities. Marketing activities include expenses to introduce the brand and the FF 91 to the market. The Company expenses advertising costs as incurred. Advertising costs were immaterial for the years ended December 31, 2021 and 2020. | |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation awards consist of stock options granted to employees, directors and non-employees for the purchase of common stock. The Company recognizes stock-based compensation expense in accordance with the provisions of ASC 718, Compensation — Stock Compensation . The Company estimates the fair value of stock options using the Black-Scholes option pricing model. For options with service conditions, the value of the award is recognized as expense over the requisite service period on a straight-line basis. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. Determining the grant date fair value of the awards using the Black-Scholes option pricing model requires management to make assumptions and judgments, including, but not limited to the following: Expected term Expected volatility Risk-free interest rate Dividend yield Forfeiture rate Fair value of common stock “Valuation of Privately Held Company Equity Securities Issued as Compensation” | |
Segments | segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. Substantially all of the Company’s consolidated operating activities, including its long-lived assets, are located within the United States of America. Given the Company’s pre-revenue operating stage, it currently has no concentration exposure to products, services or customers. | |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 842) - Targeted Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842) - Effective Dates for Certain Entities In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Debt — Debt with Conversion and Other Options Notes Payable (2) Fair Value of Financial Instruments In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options |
Nature of Business and Organi_2
Nature of Business and Organization and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Organization and Basis of Presentation [Abstract] | |
Schedule of depreciation and amortization on property and equipment | Useful Life Buildings 39 Building improvements 15 Computer hardware 5 Tooling, machinery, and equipment 5 to 10 Vehicles 5 Computer software 3 Leasehold improvements Shorter of 15 years or |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of transaction costs | PSAC Cash in the PSAC trust account at the Closing of the Business Combination $ 229,583 Other current assets 36 Accounts payable, accrued expenses, and other current liabilities (225 ) Accrued transaction costs (5,108 ) PSAC transaction costs assumed as part of the Business Combination (18,040 ) Related party notes payable (1,080 ) Private Warrants liability (2,152 ) Obligation to issue registered shares of Class A Common Stock assumed as part of the Business Combination (32,900 ) Net assets acquired $ 170,114 |
Schedule of common stock shares to issue business combination | Number of shares Class A and B Ordinary Stock outstanding on July 1, 2021 30,276,958 Class A Ordinary Stock issued through option exercises between July 1, 2021 and July 21, 2021, net of share repurchases 1,035,399 Ordinary Stock outstanding prior to the Business Combination 31,312,357 Conversion of Redeemable Preference Stock and Class B, Class A-1, Class A-2, and Class A-3 Convertible Preferred Stock into Class A and B Common Stock 160,637,633 Issuance of Class A Common Stock in the Business Combination 27,798,411 Conversion of assumed convertible notes into Class A Common Stock 80,000 Total note conversion and share issuance pursuant to the reverse recapitalization* 188,516,044 Conversion of liabilities into Class A Common Stock in the Business Combination** 24,464,994 Shares attributable to reverse recapitalization 244,293,395 Issuance of Class A Common Stock attributable to PIPE Financing 76,140,000 Total shares of Class A and Class B Common Stock as of the closing of the Business Combination and related transactions 320,433,395 |
Schedule of transaction costs related to Business Combination and PIPE financing | Reconciliation at Consolidated Statements of Stockholders’ Equity (Deficit) Proceeds from issuance of Class A Common Stock in the Business Combination $ 229,583 Transaction costs paid in connection with the Business Combination (23,148 ) Net proceeds from issuance of Class A Common Stock in the Business Combination 206,435 Net assets acquired and liabilities assumed in the Business Combination, exclusive of cash and accrued transaction costs (3,421 ) Obligation to issue registered shares of Class A Common Stock for transaction services (32,900 ) Net assets and liabilities acquired in the Business Combination $ 170,114 Proceeds from issuance of Class A Common Stock in the PIPE Financing $ 761,400 Transaction costs paid in connection with the issuance of Class A Common Stock in the PIPE Financing (61,130 ) Reclassification of deferred transaction costs paid in prior periods against proceeds received in the Business Combination (7,865 ) Net proceeds from issuance of Class A Common Stock in the PIPE Financing $ 692,405 Transaction costs paid in connection with the Business Combination $ (23,148 ) Transaction costs paid in connection with the PIPE Financing (61,130 ) Reclassification of deferred transaction costs paid in prior periods against proceeds received in the Business Combination (7,865 ) Obligation to issue registered shares of Class A Common Stock for transaction services (32,900 ) Total transaction costs in connection with the Business Combination and the PIPE Financing $ (125,043 ) |
Schedule of consolidated statements of stockholders’ equity deficit | Legacy FF New Capital Structure Outstanding Exchange The Commitment to Closing Date Ratio Class A Class B Redeemable Preference Stock 470,588,235 0.14130 66,494,117 Class B Convertible Preferred Stock 452,941,177 0.14130 64,000,588 Class A-1 Convertible Preferred Stock 73,306,184 0.14130 10,358,162 Class A-2 Convertible Preferred Stock 138,737,629 0.14130 19,603,624 Class A-3 Convertible Preferred Stock (1) 1,281,976 0.14130 181,143 Class A Ordinary Stock 71,551,672 0.14130 10,109,892 Class B Ordinary Stock 150,052,834 0.14130 21,202,465 1,358,459,707 127,949,403 64,000,588 |
Deposits and Other Current As_2
Deposits and Other Current Assets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deposits and Other Current Assets [Abstract] | ||
Schedule of deposits and other current assets | Deposits: September 30, December 31, Deposits for research and development, prototype and production parts, and other $ 39,142 $ 54,990 Deposits for “Future Work” 5,388 8,380 Total deposits $ 44,530 $ 63,370 Other current assets: Prepaid expenses $ 19,300 $ 11,119 Other current assets 4,459 2,291 Total other current assets $ 23,759 $ 13,410 | 2021 2020 Deposits Deposits for research and development, prototype parts and other $ 54,990 $ 6,412 Deposits for Future Work 8,380 — Total deposits $ 63,370 $ 6,412 Other current assets Prepaid expenses $ 11,119 $ 762 Other current assets 2,291 3,364 Notes receivable — 40 Due from affiliate — 2,034 Total other current assets $ 13,410 $ 6,200 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment, net | September 30, December 31, Buildings $ 14,180 $ 14,180 Computer hardware 3,112 3,051 Tooling, machinery, and equipment 8,916 8,868 Vehicles 337 337 Computer software 4,027 1,032 Leasehold improvements 383 297 Construction in process 391,880 275,048 Less: Accumulated depreciation (11,178 ) (9,678 ) Total property and equipment, net $ 411,657 $ 293,135 | 2021 2020 Land $ — $ 13,043 Buildings 14,180 21,899 Building improvements — 8,940 Computer hardware 3,051 4,058 Tooling, machinery and equipment 8,868 5,451 Vehicles 337 583 Computer software 1,032 7,095 Leasehold improvements 297 298 Construction in process 275,048 251,633 Less: Accumulated depreciation (9,678 ) (19,067 ) Total property and equipment, net $ 293,135 $ 293,933 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Schedule of accrued expenses and other current liabilities | September 30, December 31, 2021 Accrued legal contingencies $ 14,606 $ 16,881 Engineering, design and testing services received not invoiced 7,637 6,620 Deposits from customers 3,708 4,354 Accrued legal contingencies due to affiliates 6,551 6,673 Obligation to issue registered shares of Class A Common Stock (1) — 12,635 Bridge Warrants (2) 4,686 — Other current liabilities 8,916 21,597 Total accrued expenses and other current liabilities $ 46,104 $ 68,760 | 2021 2020 Accrued expenses and other current liabilities Accrued payroll and benefits $ 21,752 $ 19,180 Accrued legal contingencies 16,881 5,025 Capital lease, current portion 2,574 4,396 Tooling, machinery, and equipment received not invoiced 7,243 509 Engineering, design, and testing services received not invoiced 6,620 — Deposits from customers 4,354 3,523 Due to affiliates 6,673 5,123 Obligation to issue registered shares of Class A Common Stock 12,635 — Other current liabilities 11,780 14,626 Total accrued expenses and other current liabilities $ 90,512 $ 52,382 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Financial Assets and Liabilities Measured on Recurring Basis | September 30, 2022 Level 1 Level 2 Level 3 Liabilities: Notes payable $ — $ — $ 46,950 Private Warrants — — 130 Bridge Warrants — — 4,686 December 31, 2021 Level 1 Level 2 Level 3 Liabilities: Notes payable $ — $ — $ 161,282 Private Warrants — — 642 Obligation to issue registered shares of Class A Common Stock — — 12,635 | December 31, 2021 Level 1 Level 2 Level 3 Liabilities: Notes payable $ — $ — $ 161,282 Private Warrants — — 642 Obligation to issue registered shares of Class A Common Stock — — 12,635 December 31, 2020 Level 1 Level 2 Level 3 Liabilities: Related party notes payable $ — $ — $ 32,949 Notes payable — — 59,742 The9 Conditional Obligation — — 1,128 |
Schedule of summarizes financial instruments carried at fair value | Bridge Notes Private Obligation Balance as of December 31, 2021 $ — $ 161,282 $ 642 $ 12,635 Additions 6,971 44,500 — — Changes in fair value measurements (2,285 ) (4,549 ) (326 ) — Payments of notes payable, including Payment Premium — (87,065 ) — — Conversions of notes to common stock — (67,218 ) — — Reclassification of Private Warrants to Public Warrants — — (186 ) — Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06 — — (12,635 ) Balance as of September 30, 2022 $ 4,686 $ 46,950 $ 130 $ — | Related Notes The9 Private Obligation Balance as of December 31, 2019 $ 31,418 $ 22,326 $ 5,000 $ — $ — Proceeds — 30,000 — — — Changes in fair value 1,531 7,416 (3,872 ) — — Balance as of December 31, 2020 $ 32,949 $ 59,742 $ 1,128 $ — $ — Proceeds, net or original issuance discount — 171,929 — — — Original issue discount (1) — 11,860 — — — Proceeds allocated to equity classified warrants — (17,596 ) — — — Issuance of warrant liabilities — — — 290 — Transaction costs and consent fees charged to interest expense — 5,022 — — — Private warrant liability and obligation to issue registered shares assumed in Business Combination — — — 2,152 32,900 Repayment of principal and liquidation premium (27,593 ) (48,210 ) — — — Conversion to equity (5,519 ) (52,473 ) (2,863 ) — — Changes in fair value measurements 163 31,008 1,735 (1,800 ) (20,265 ) Balance as of December 31, 2021 $ — $ 161,282 $ — $ 642 $ 12,635 |
Related Party Notes Payable (Ta
Related Party Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Schedule of related party notes payable consists | 8. Related Party Notes Payable Note Name Contractual Contractual Balance Interest Interest Related party notes – China (1) Due on Demand 18 % $ 8,451 $ 996 $ 2,931 Related party notes – China various other Due on Demand — % 3,802 — — $ 12,253 $ 996 $ 2,931 December 31, 2021 Note Name Contractual Contractual Unpaid Net Related party notes - China Due on Demand 18 % $ 9,411 $ 9,411 Related party notes - China various other Due on Demand 0 % 4,244 4,244 Total related party notes payable $ 13,655 $ 13,655 | |
Schedule of related party notes payable | September 30, 2022 Note Name Contractual Maturity Contractual Interest Rates Unpaid Balance Fair Value Measurement Adjustments Original Net Carrying Value Interest Interest June 2021 Notes (3) October 31, 2026 0 % $ 4,012 $ 612 $ (955 ) $ 3,669 $ — $ — Optional Notes (3) October 31, 2026 15 % 2,687 737 (912 ) 2,512 28 2,572 Bridge Notes (4) August 14, 2026 10 % 44,500 7,690 (11,421 ) 40,769 418 418 Notes payable – China various other Due on Demand 0 % 4,902 — — 4,902 — — Auto loans October 26, 2026 7 % 106 — — 106 — — $ 56,207 $ 9,039 $ (13,288 ) $ 51,958 $ 446 $ 2,990 Nine months ended September 30, 2022 Note Name Contractual Contractual Net Fair Value Payment Cash Conversion March 1, 2021 Notes (1) March 1, 2022 14 % $ 56,695 $ (1,695 ) $ — $ (55,000 ) $ — August 26, 2021 Notes (1) March 1, 2022 14 % 30,924 (924 ) 2,065 (32,065 ) — June 2021 Notes (3) October 31, 2026 0 % 35,071 917 — — (35,988 ) Optional Notes (3) October 31, 2026 15 % 31,934 (704 ) — — (31,230 ) PPP Loan (2) April 17, 2022 1 % 193 — — (193 ) — $ 154,817 $ (2,406 ) $ 2,065 $ (87,258 ) $ (67,218 ) (1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000. The notes payable were collateralized by a first lien on virtually all tangible and intangible assets of the Company, bore interest at 14% per annum and matured on March 1, 2022. On February 25, 2022, the Company repaid the $55,000 principal amount of the March 1, 2021 Notes with accrued interest of $7,721. (2) In April 2022, the Company paid the remaining principal and accrued interest in an aggregate amount of $193. (3) On July 26, 2022, the Company entered into an agreement (the “ATW July Amendment”) with entities affiliated with ATW Partners LLC (collectively, the “Investors”), to extend the maturity date, adjust the conversion price and otherwise amend the terms (as described further below) of the Optional Notes and the June 2021 Notes (together, “ATW NPA Notes”). (4) On August 14, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain entities affiliated with ATW Partners LLC and RAAJJ Trading LLC (and together with Senyun, as defined below, the “Purchasers”) to issue and sell the Company’s senior secured convertible notes (the “Bridge Notes”) in three tranches aggregating to $52,000 in principal (as increased on September 23, 2022 to $57,000, which increase was subsequently terminated upon the Initial Senyun Funding Date, as defined below) and maturing on August 14, 2026 (subsequently extended to October 27, 2028). The Bridge Notes are subject to an original issue discount of 10%, and are convertible, along with any interest accrued, into shares of Class A Common Stock at a conversion price equal to $2.69 (or $2.2865 for the initial tranche) (“Conversion Price”), subject to a full ratchet anti-dilution protection. When calculating the shares issuable upon conversion, the converted amount shall be decreased by 50% of the original issue discount pertaining to such amount. As of September 30, 2022, the Purchasers funded $44,500, less total original discounts of $4,450 and transaction costs of $2,813, equating to net proceeds of $37,237. December 31, 2021 Note Name Contractual Contractual Unpaid Fair Value Original Net March 1, 2021 Notes March 1, 2022 14 % $ 55,000 $ 7,692 $ (5,997 ) $ 56,695 August 26, 2021 Notes March 1, 2022 14 % 30,000 1,011 (87 ) 30,924 June 9, 2021 Note 1 and Note 2 December 9, 2022 — % 40,000 8,503 (9,522 ) 38,981 August 10, 2021 Optional Notes February 10, 2023 15 % 33,917 12,283 (11,518 ) 34,682 Notes payable - China various other Due on demand — % 5,458 — — 5,458 PPP Loan April 17, 2022 1 % 193 — — 193 Auto loans Various Various 121 — — 121 Total notes payable $ 164,689 $ 29,489 $ (27,124 ) $ 167,054 | December 31, 2021 Note Name Contractual Contractual Unpaid Net Related party notes - China (1) Due on Demand 18.00 % $ 9,411 $ 9,411 Related party notes - China various other (2) Due on Demand 0.00 % 4,244 4,244 Total related party notes payable $ 13,655 $ 13,655 December 31, 2020 Note Name Contractual Contractual Unpaid Fair Value 0% Loss (Gain) on Net Related party note (3) June 30, 12.00 % $ 240,543 $ — $ (861 ) $ 204 $ 239,886 Related party note (4) Due on 15.00 % 10,000 — — — 10,000 Related party notes – NPA tranche (5) October 6, 10.00 % 27,593 5,356 — — 32,949 Related party notes – China (1) Due on 18.00 % 9,196 — — — 9,196 Related party notes – China various other (2)(6) Due on 0% coupon, 10.00% imputed 6,548 — (190 ) (22 ) 6,336 Related party notes – China various other (6) Due on 8.99 % 1,410 — — (3 ) 1,407 Related party notes – Other (7) Due on 0.00 % 424 — — — 424 Related party notes – Other (8) June 30, 6.99 % 4,160 — — (50 ) 4,110 Related party notes – Other (9) June 30, 8.00 % 6,452 — — (35 ) 6,417 Related party notes - Other (10) June 30, 1.52 8.99%, 8.00, 2.86 % % % 8,440 — — (137 ) 8,303 Related party notes – Other (11) Due on 8.99%, 6.99 % 1,760 — — (11 ) 1,749 Related party notes – Other (12) June 30, 8.00 % 11,635 — — (57 ) 11,578 Total related party notes payable $ 328,161 $ 5,356 $ (1,051 ) $ (111 ) $ 332,355 |
Schedule of notes payable | As of and for the Year 2021 2020 Outstanding principal $ 9,411 $ 9,196 Accrued interest 11,231 7,646 Interest expense 3,369 2,641 Foreign exchange (gain) loss on principal 810 595 Foreign exchange (gain) loss on accrued interest 679 463 As of and for the Year 2021 2020 Outstanding principal $ — $ 737 Interest expense 16 34 Foreign exchange (gain) loss on principal 30 48 Reclassification to notes payable 730 — As of and for the Year 2021 2020 Outstanding principal $ 4,244 $ 5,045 Interest expense 141 310 Foreign exchange (gain) loss on principal 99 326 Principal payments in cash 900 — As of and for the Year 2021 2020 Outstanding principal $ — $ 240,543 Accrued interest — 64,827 Interest expense 8,801 10,134 Principal settled with equity 240,543 — Interest settled with equity 73,448 — As of and for the Year 2021 2020 Outstanding principal $ — $ 10,000 Accrued interest — 2,839 Interest expense 869 1,611 Principal payments in cash 10,000 — Interest payments in cash 3,708 — As of and for the Year December 31, 2021 2020 Outstanding principal $ — $ 18,112 Accrued interest — 2,635 Interest expense 1,064 1,840 Principal and conversion premium settled with equity 3,622 — Interest settled with equity 3,638 — Principal payments in cash 18,112 — Interest payments in cash 62 62 As of and for the Year December 31, 2021 2020 Outstanding principal $ — $ 8,581 Accrued interest — 1,418 Interest expense 496 861 Principal conversion premium settled with equity 1,716 — Interest payments settled with equity 1,914 — Principal payments in cash 8,581 — As of and for the Year 2021 2020 Outstanding principal $ — $ 900 Accrued interest — 143 Interest expense 50 90 Principal conversion premium settled with equity 180 — Interest payments settled with equity 193 — Principal payments in cash 900 — As of and for the Year 2021 2020 Outstanding principal $ — $ 766 Accrued interest — — Interest expense 55 72 Principal settled with equity 774 — Foreign exchange (gain) loss on principal 46 49 As of and for the Year 2021 2020 Outstanding principal $ — $ 1,410 Accrued interest — 69 Interest expense 41 111 Principal settled with equity 1,410 — Interest settled with equity 44 — Interest payments in cash 63 42 Proceeds — 1,410 As of and for the Year 2021 2020 Outstanding principal $ — $ 424 Principal payments in cash 624 — Proceeds 200 424 As of and for the Year 2021 2020 Outstanding principal $ — $ 4,160 Accrued interest — 313 Interest expense 211 293 Principal settled with equity 4,160 — Interest settled with equity 474 — As of and for the Year 2021 2020 Outstanding principal $ — $ 6,452 Accrued interest — 435 Interest expense 321 435 Principal settled with equity 6,452 — Interest settled with equity 721 — Principal payments in cash — 1,969 Proceeds — 8,422 As of and for the Year 2021 2020 Outstanding principal $ — $ 4,400 Accrued interest — 314 Interest expense 37 84 Principal settled with equity 4,400 — Interest settled with equity 351 — As of and for the Year 2021 2020 Outstanding principal $ — $ 2,240 Accrued interest — 202 Interest expense 111 185 Principal settled with equity 2,240 — Interest settled with equity 313 — As of and for the Year 2021 2020 Outstanding principal $ — $ 300 Accrued interest — 23 Interest expense 13 23 Principal settled with equity 300 — Interest settled with equity 36 — Proceeds — 300 As of and for the Year 2021 2020 Outstanding principal $ — $ 1,500 Accrued interest — 95 Interest expense 24 43 Principal settled with equity 1,500 — Interest settled with equity 119 — As of and for the Year 2021 2020 Outstanding principal $ — $ 380 Accrued interest — 99 Interest expense 21 45 Principal settled with equity 380 — Interest settled with equity 118 — Principal payments in cash — 120 As of and for the Year 2021 2020 Accrued interest — 4 Interest settled with equity 4 — As of and for the Year 2021 2020 Outstanding principal $ — $ 180 Accrued interest — 10 Interest expense 8 6 Principal settled with equity 180 — Interest settled with equity 17 — As of and for the Year 2021 2020 Outstanding principal $ — $ 1,200 Accrued interest — 192 Interest expense 55 171 Principal settled with equity 1,200 — Interest settled with equity 239 — Principal payments in cash — 1,500 Interest payments in cash — 5 As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 11,635 Accrued interest — 1,177 Interest expense 515 933 Principal settled with equity 11,635 — Interest settled with equity 1,692 — | |
Schedule of business combination | December 31, 2021 Note Name Contractual Contractual Net Amortization Accrued Borrowing Cash Equity Net Carrying Loss (Gain) Settlement prior to the Business Combination: Related party note (3) June 30, 2021 12.00 % $ 220,690 $ 657 $ 73,448 $ — $ — $ (294,795 ) $ — $ — Settlement in the Business Combination: Related party note (3) June 30, 2021 12.00 % 19,196 — — — — (19,196 ) 7,256 Related party note (4) Due on Demand 15.00 % 10,000 — 3,708 — (13,708 ) — — — Related party notes – NPA tranche (5) October 9, 2021 10.00 % 32,949 163 5,728 — (27,593 ) (11,247 ) — 4,257 Related party notes – China various other (6) Due on Demand 0% coupon, 10.00% imputed 774 — — — — (774 ) — 292 Related party notes – China other (6) Due on Demand 8.99 % 1,407 3 44 — — (1,454 ) — 550 Related party notes – Other (7) Due on Demand 0.00 % 424 — — 200 (624 ) — — — Related party notes – Other (8) June 30, 2021 6.99 % 4,110 50 — — — (4,160 ) — 1,572 Related party notes – Other (9) June 30, 2021 8.00 % 6,417 35 1,195 — — (7,647 ) — 2,891 Related party notes – Other (10) June 30, 2021 1.52 8,303 137 819 — — (9,259 ) — 3,500 Related party notes – Other (11) Due on Demand, 8.99%, 6.99% 1,749 11 378 — — (2,138 ) — 808 Related party notes – Other (12) June 30, 2021 8.00 % 11,578 57 1,693 — — (13,328 ) — 5,038 Subtotal settlements in the Business Combination 96,907 456 13,565 200 (41,925 ) (69,203 ) — 26,164 Total $ 317,597 $ 1,113 $ 87,013 $ 200 $ (41,925 ) $ (363,998 ) $ — $ 26,164 | |
Schedule of related party notes payable restructured | Lender Principal Faraday & Future (HK) Limited $ 149,081 Leview Mobile (HK) Ltd 66,859 Beijing Bairui Culture Media, Co. Ltd 24,603 Total $ 240,543 Lender Principal CYM Tech Holdings LLC $ 240,543 | |
Schedule of future scheduled principal maturities of related party notes payable | Years ended December 31, Due on demand $ 13,655 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of notes payable | September 30, 2022 Note Name Contractual Maturity Contractual Interest Rates Unpaid Balance Fair Value Measurement Adjustments Original Net Carrying Value Interest Interest June 2021 Notes (3) October 31, 2026 0 % $ 4,012 $ 612 $ (955 ) $ 3,669 $ — $ — Optional Notes (3) October 31, 2026 15 % 2,687 737 (912 ) 2,512 28 2,572 Bridge Notes (4) August 14, 2026 10 % 44,500 7,690 (11,421 ) 40,769 418 418 Notes payable – China various other Due on Demand 0 % 4,902 — — 4,902 — — Auto loans October 26, 2026 7 % 106 — — 106 — — $ 56,207 $ 9,039 $ (13,288 ) $ 51,958 $ 446 $ 2,990 Nine months ended September 30, 2022 Note Name Contractual Contractual Net Fair Value Payment Cash Conversion March 1, 2021 Notes (1) March 1, 2022 14 % $ 56,695 $ (1,695 ) $ — $ (55,000 ) $ — August 26, 2021 Notes (1) March 1, 2022 14 % 30,924 (924 ) 2,065 (32,065 ) — June 2021 Notes (3) October 31, 2026 0 % 35,071 917 — — (35,988 ) Optional Notes (3) October 31, 2026 15 % 31,934 (704 ) — — (31,230 ) PPP Loan (2) April 17, 2022 1 % 193 — — (193 ) — $ 154,817 $ (2,406 ) $ 2,065 $ (87,258 ) $ (67,218 ) (1) On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000. The notes payable were collateralized by a first lien on virtually all tangible and intangible assets of the Company, bore interest at 14% per annum and matured on March 1, 2022. On February 25, 2022, the Company repaid the $55,000 principal amount of the March 1, 2021 Notes with accrued interest of $7,721. (2) In April 2022, the Company paid the remaining principal and accrued interest in an aggregate amount of $193. (3) On July 26, 2022, the Company entered into an agreement (the “ATW July Amendment”) with entities affiliated with ATW Partners LLC (collectively, the “Investors”), to extend the maturity date, adjust the conversion price and otherwise amend the terms (as described further below) of the Optional Notes and the June 2021 Notes (together, “ATW NPA Notes”). (4) On August 14, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain entities affiliated with ATW Partners LLC and RAAJJ Trading LLC (and together with Senyun, as defined below, the “Purchasers”) to issue and sell the Company’s senior secured convertible notes (the “Bridge Notes”) in three tranches aggregating to $52,000 in principal (as increased on September 23, 2022 to $57,000, which increase was subsequently terminated upon the Initial Senyun Funding Date, as defined below) and maturing on August 14, 2026 (subsequently extended to October 27, 2028). The Bridge Notes are subject to an original issue discount of 10%, and are convertible, along with any interest accrued, into shares of Class A Common Stock at a conversion price equal to $2.69 (or $2.2865 for the initial tranche) (“Conversion Price”), subject to a full ratchet anti-dilution protection. When calculating the shares issuable upon conversion, the converted amount shall be decreased by 50% of the original issue discount pertaining to such amount. As of September 30, 2022, the Purchasers funded $44,500, less total original discounts of $4,450 and transaction costs of $2,813, equating to net proceeds of $37,237. December 31, 2021 Note Name Contractual Contractual Unpaid Fair Value Original Net March 1, 2021 Notes March 1, 2022 14 % $ 55,000 $ 7,692 $ (5,997 ) $ 56,695 August 26, 2021 Notes March 1, 2022 14 % 30,000 1,011 (87 ) 30,924 June 9, 2021 Note 1 and Note 2 December 9, 2022 — % 40,000 8,503 (9,522 ) 38,981 August 10, 2021 Optional Notes February 10, 2023 15 % 33,917 12,283 (11,518 ) 34,682 Notes payable - China various other Due on demand — % 5,458 — — 5,458 PPP Loan April 17, 2022 1 % 193 — — 193 Auto loans Various Various 121 — — 121 Total notes payable $ 164,689 $ 29,489 $ (27,124 ) $ 167,054 | December 31, 2021 Note Name Contractual Contractual Unpaid Net Related party notes - China (1) Due on Demand 18.00 % $ 9,411 $ 9,411 Related party notes - China various other (2) Due on Demand 0.00 % 4,244 4,244 Total related party notes payable $ 13,655 $ 13,655 December 31, 2020 Note Name Contractual Contractual Unpaid Fair Value 0% Loss (Gain) on Net Related party note (3) June 30, 12.00 % $ 240,543 $ — $ (861 ) $ 204 $ 239,886 Related party note (4) Due on 15.00 % 10,000 — — — 10,000 Related party notes – NPA tranche (5) October 6, 10.00 % 27,593 5,356 — — 32,949 Related party notes – China (1) Due on 18.00 % 9,196 — — — 9,196 Related party notes – China various other (2)(6) Due on 0% coupon, 10.00% imputed 6,548 — (190 ) (22 ) 6,336 Related party notes – China various other (6) Due on 8.99 % 1,410 — — (3 ) 1,407 Related party notes – Other (7) Due on 0.00 % 424 — — — 424 Related party notes – Other (8) June 30, 6.99 % 4,160 — — (50 ) 4,110 Related party notes – Other (9) June 30, 8.00 % 6,452 — — (35 ) 6,417 Related party notes - Other (10) June 30, 1.52 8.99%, 8.00, 2.86 % % % 8,440 — — (137 ) 8,303 Related party notes – Other (11) Due on 8.99%, 6.99 % 1,760 — — (11 ) 1,749 Related party notes – Other (12) June 30, 8.00 % 11,635 — — (57 ) 11,578 Total related party notes payable $ 328,161 $ 5,356 $ (1,051 ) $ (111 ) $ 332,355 |
Schedule of fair value of financial instruments | September 30, December 31, March 1, 2021 Notes Outstanding principal $ — $ 55,000 Accrued interest — 6,455 Interest expense for the nine months ended September 30, 2022 1,266 — Principal payments 55,000 — Interest payments 7,721 — September 30, December 31, August 26, 2021 Notes Outstanding principal $ — $ 30,000 Accrued interest — 1,473 Interest expense for the nine months ended September 30, 2022 662 — Principal payments 30,000 — Interest payments 2,135 — Payment Premium payments 2,065 — | March 1, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ 55,000 $ — Accrued interest 6,455 — Interest expense 6,455 — Original issue discount 3,490 — Proceeds 51,510 — August 26, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ 30,000 $ — Accrued interest 1,473 — Interest expense 1,473 — Original issue discount 87 — Proceeds 29,913 — June 9, 2021 Note 1 As of and for the Year Ended 2021 2020 Outstanding principal $ 20,000 $ — Original issue discount and debt issuance costs 1,797 — Proceeds 18,203 — June 9, 2021 Note 2 As of and for the Year Ended 2021 2020 Outstanding principal $ 20,000 $ — Original issue discount and debt issuance costs 2,600 — Proceeds 17,400 — August 10, 2021 Optional Notes As of and for the Year Ended 2021 2020 Outstanding principal $ 33,917 $ — Accrued interest 183 — Interest expense 183 — Original issue discount and debt issuance costs 3,542 — Proceeds 30,375 — As of and for the Year Ended 2021 2020 Outstanding principal $ 5,458 $ 4,597 Foreign exchange (gain) loss on principal 133 297 Reclassification from related party notes payable 730 — As of and for the Year Ended 2021 2020 Outstanding principal $ 193 $ 9,168 Accrued interest 2 65 Interest expense 92 65 Payroll Protection Program principal forgiveness 8,975 — Payroll Protection Program interest forgiveness 155 — Proceeds — 9,168 As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 57,293 Accrued interest — 13,769 Interest expense 3,408 7,387 Foreign exchange (gain) loss on principal (1,293 ) 4,108 Principal settled with equity 56,000 — Interest settled with equity 17,177 — As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 17,637 Accrued interest — 2,637 Interest expense 976 1,768 Principal conversion premium settled with equity 3,527 — Interest settled with equity 3,613 — Principal payments in cash 17,637 — As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 10,600 Accrued interest — 2,547 Interest expense 704 1,275 Principal settled with equity 10,600 — Interest settled with equity 3,251 — As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 1,500 Accrued interest — 587 Interest expense 112 203 Principal settled with equity 1,500 — Interest settled with equity 699 — As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 7,000 Accrued interest — 1,682 Interest expense 465 842 Principal and conversion premium settled with equity 10,375 — Interest settled with equity 2,147 — As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 3,677 Accrued interest — 2,314 Interest expense 374 637 Principal settled with equity 3,715 — Interest settled with equity 2,713 — Foreign exchange (gain) loss on principal 219 237 Foreign exchange (gain) loss on accrued interest 167 142 As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 4,140 Accrued interest — 569 Interest expense 139 235 Principal settled with equity 4,181 — Interest settled with equity 713 — Foreign exchange (gain) loss on principal 260 219 Foreign exchange (gain) loss on accrued interest 44 35 Proceeds — 766 As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 729 Accrued interest — 19 Interest expense 24 19 Principal settled with equity 736 — Interest settled with equity 44 — Principal payments — 32 Foreign exchange (gain) loss on principal (25 ) — Foreign exchange (gain) loss on accrued interest 1 — Proceeds — 761 As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 15,000 Principal and conversion premium settled with equity 20,367 — Proceeds — 13,800 January 13 and March 12, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ — $ — Original issue discount and debt issuance costs 1,940 — Principal and conversion premium settled with equity 23,725 — Proceeds 16,310 — As of and for the Year Ended 2021 2020 Outstanding principal $ — $ 15,000 Interest expense 1,334 366 Principal conversion premium settled with equity 2,785 — Interest and adjustment fee settled with equity 270 — Principal and conversion premium payments in cash 18,992 — Interest payments in cash 1,197 366 Proceeds — 15,000 January 13 and March 8, 2021 Notes As of and for the Year Ended 2021 2020 Outstanding principal $ — $ — Original issue discount and debt issuance costs 1,132 — Interest expense 632 — Principal conversion premium settled with equity 2,069 — Interest settled with equity 82 — Principal and conversion premium payments in cash 11,582 — Interest payments in cash 550 — Proceeds 8,218 — |
Schedule of principal maturities of notes payable | Due on demand $ 4,902 2022 4,012 2023 2,687 2026 44,606 $ 56,207 | Years ended December 31, 2022 130,772 2023 33,917 $ 164,689 |
Schedule of notes payable consists | December 31, 2021 Note Name Contractual Contractual Unpaid Fair Original issue Net March 1, 2021 Notes (1) March 1, 2022 14.00 % $ 55,000 $ 7,692 $ (5,997 ) $ 56,695 August 26, 2021 Notes (1) March 1, 2022 14.00 % 30,000 1,011 (87 ) 30,924 June 9, 2021 Note 1 and Note 2 (2) December 9, 2022 — % 40,000 8,503 (9,522 ) 38,981 August 10, 2021 Optional Notes (2) February 10, 2023 15.00 % 33,917 1 2,283 (11,518 ) 34,682 Notes payable - China various other (3) Due on demand — % 5,458 — — 5,458 Notes payable (4) April 17, 2022 1.00 % 193 — — 193 Auto loans Various Various 121 — — 121 $ 164,689 $ 29,489 $ (27,124 ) $ 167,054 December 31, 2020 Note Name Contractual Contractual Unpaid Fair Loss(Gain) Net Note payable (5) Contingent 12.00 % $ 57,293 $ — $ — $ 57,293 Notes payable – NPA tranche (6) October 6, 2021 10.00 % 17,637 3,422 — 21,059 Notes payable (7) June 30, 2021 12.00 % 19,100 — — 19,100 Notes payable – China various other (8) Due on Demand 9.00 % 3,677 — (18 ) 3,659 Notes payable – China various other (8) Various Dates 2021 6.00 % 4,869 — (62 ) 4,807 Notes payable – China various other (3) Due on Demand — % 4,597 — — 4,597 Note payable (9) March 9, 2021 — % 15,000 2,712 — 17,712 Note payable (10) October 6, 2021 12.75 % 15,000 5,972 — 20,972 Notes payable (4) April 17, 2022 1.00 % 9,168 — — 9,168 $ 146,341 $ 12,106 $ (80 ) $ 158,367 | |
Schedule of accrued interest and conversion premiums pursuant to the closing of the business combination | Year ending December 31, 2021 Note Name Net Carrying Borrowings, Fair Value Accrued FX Cash Payment Equity Net Carrying Loss Settlement prior to the Business Combination: Note payable (5) $ 57,293 $ — $ — $ 17,177 $ (1,293 ) $ — $ (73,177 ) $ — $ — Notes payable (7) 19,100 — — 6,098 — — (25,198 ) — — Subtotal settlements prior to the Business Combination 76,393 — — 23,275 (1,293 ) — (98,375 ) — — Settlements in the Business Combination: Notes payable – NPA (6) 21,059 — 104 3,614 — (17,636 ) (7,141 ) — 2,699 Notes payable – China (8) 3,659 — — 2,713 56 — (6,428 ) — 2,430 Notes payable – China (8) 4,807 — — 757 110 — (5,674 ) — 2,145 Note payable (9) 17,712 — 1,988 — 667 — (20,367 ) — 7,698 January 13 and March 12, 2021 Notes (9) — 16,790 6,935 — — — (23,725 ) — 8,968 Note payable (10) 20,972 — 138 270 667 (18,992 ) (3,055 ) — 1,155 January 13 and March 8, 2021 Notes (10) — 8,750 4,901 82 — (11,582 ) (2,151 ) — 813 Subtotal settlements in the Business Combination 68,209 25,540 14,066 7,436 1,500 (48,210 ) (68,541 ) — 25,908 Notes payable (4) 9,168 — — — (8,975 ) — — 193 (8,975 ) Total $ 153,770 $ 25,540 $ 14,066 $ 30,711 $ (8,768 ) $ (48,210 ) $ (166,916 ) $ 193 $ 16,933 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of total lease costs | Three Months Nine Months Finance lease cost Amortization of right-of-use assets $ 91 $ 273 Interest on lease liabilities 169 520 Total finance lease cost 260 793 Operating lease cost 434 1,966 Variable lease cost 24 425 Total lease cost $ 718 $ 3,184 |
Schedule of future lease payments | Fiscal year Operating Leases Finance Leases 2022 $ 1,289 $ 643 2023 5,259 2,166 2024 5,482 1,757 2025 5,243 1,792 2026 5,197 1,828 Thereafter 12,173 1,864 Total 34,643 10,050 Less: Imputed Interest 13,516 1,326 Present value of net lease payments $ 21,127 $ 8,724 Lease liability, current portion $ 2,487 $ 1,807 Lease liability, net of current portion 18,640 6,917 Total lease liability $ 21,127 $ 8,724 |
Schedule of supplemental information and non-cash activities related to operating and finance lease | Nine Months Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,966 Operating cash flows from finance leases 520 Financing cash flows from finance leases 1,410 3,896 Lease liabilities arising from new right-of-use assets Operating leases 11,906 As of Weighted average remaining lease term (in years) Operating leases 6.2 Finance leases 5 Weighted average discount rate Operating leases 15.6 % Finance leases 5.7 % |
Schedule of minimum aggregate future obligations under non-cancelable operating leases | Year ended December 31, 2022 $ 2,384 2023 2,695 2024 2,775 2025 2,859 2026 2,944 Thereafter 991 $ 14,648 |
Schedule of minimum aggregate future minimum lease payments under capital leases | Year ended December 31, 2022 $ 2,574 2023 2,166 2024 1,757 2025 1,792 2026 1,840 Thereafter 1,864 $ 11,993 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum aggregate future obligations under noncancelable operating leases | Year ended December 31, 2022 $ 2,384 2023 2,695 2024 2,775 2025 2,859 2026 2,944 Thereafter 991 $ 14,648 |
Schedule of minimum aggregate future minimum lease payments under capital leases | Years ended December 31, 2022 $ 2,574 2023 2,166 2024 1,757 2025 1,792 2026 1,840 Thereafter 1,864 $ 11,993 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of authorized, issued and outstanding stock | September 30, 2022 Authorized Issued Preferred Stock 10,000,000 — Class A Common Stock 750,000,000 345,794,368 Class B Common Stock 75,000,000 64,000,588 835,000,000 409,794,956 December 31, 2021 Authorized Issued Shares Total Issued Preferred Stock 10,000,000 — — — Class A Common Stock 750,000,000 168,693,323 89,152,130 257,845,453 Class B Common Stock 75,000,000 — 64,000,588 64,000,588 835,000,000 168,693,323 153,152,718 321,846,041 | December 31, 2021 Authorized Shares Shares to be Total Issued Preferred Stock 10,000,000 — — — Class A Common Stock 750,000,000 168,693,323 89,152,130 257,845,453 Class B Common Stock 75,000,000 — 64,000,588 64,000,588 835,000,000 168,693,323 153,152,718 321,846,041 December 31, 2020 Authorized Issued Shares to be Total Issued Preferred Stock, as recast 10,000,000 — — — Class A Common Stock, as recast 750,000,000 93,099,596 — 93,099,596 Class B Common Stock, as recast 75,000,000 64,000,588 — 64,000,588 835,000,000 157,100,184 — 157,100,184 |
Schedule of outstanding warrants to purchase | Number of Exercise Expiration Date Public Warrants (1) 23,375,988 $ 11.50 July 21, 2026 Private Warrants (2) 276,131 11.50 July 21, 2026 ATW NPA Warrants (3) 28,431,635 0.64 Various through August 10, 2028 Bridge Warrants (4) 42,342,839 0.71 Various through September 23, 2029 Other warrants 1,429,068 4.69 August 5, 2027 Total 95,855,661 (1) On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value. (2) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. (3) On September 23, 2022, the Company and Purchasers of the ATW NPA Notes entered into an agreement to place a total of 31,118,718 outstanding warrants related to the Optional Notes and the June 2021 Notes (see Note 9, Notes Payable) The amendment of the warrants issued pursuant to the Optional Notes and the June 2021 Notes, which set the exercise price to $0.50 per warrant, resulted in the recognition of expense of $1,238 in Change in fair value measurements in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2022. (4) The Bridge Warrants are recorded in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022. The warrants were issued pursuant to the SPA and recorded at fair value at each issuance date and at September 30, 2022. Number of Exercise Expiration Date Public Warrants 22,977,568 $ 11.50 July 21, 2026 Private Warrants (1) 674,551 11.50 July 21, 2026 Other warrants 4,544,258 10.00 Various through August 10, 2028 Total 28,196,377 (1) The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021. | Number of Exercise Expiration Date Public Warrants 22,977,568 $ 11.50 July 21, 2026 Private Warrants (1) 674,551 $ 11.50 July 21, 2026 Other warrants 4,544,258 $ 10.00 Various through August 10, 2028 Total 28,196,377 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of stock option activity | 13. Stock-Based Compensation Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding as of December 31, 2021 — Granted 6,632,387 3.68 Exercised — — Cancelled/forfeited (469,181 ) 5.32 Outstanding as of September 30, 2022 6,163,206 $ 3.56 9.55 $ — Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Aggregate Intrinsic Value Outstanding as of December 31, 2021 31,962,921 $ 2.81 7.77 $ 86,075 Granted — Exercised (1,606,795 ) 2.52 3,658 Cancelled/forfeited (5,083,652 ) 2.57 Outstanding as of September 30, 2022 25,272,474 $ 2.82 7.17 $ 74 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 9,526,727 $ 5.55 8.0 $ 13,905 Granted — — Exercised (2,181,335 ) 2.5 1,678 Cancelled/forfeited (888,381 ) 8.04 Outstanding as of September 30, 2022 6,457,011 $ 6.51 7.99 $ — | Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 30,402,801 $ 2.45 8.75 $ 885 Granted 5,287,031 4.74 Exercised (2,757,671 ) 2.30 7,740 Expired/forfeited (969,240 ) 3.65 Outstanding as of December 31, 2021 31,962,921 $ 2.81 7.77 $ 86,075 Exercisable as of December 31, 2021 14,777,334 $ 2.51 6.93 $ 41,622 Vested and expected to vest as of December 31, 2021 26,660,149 $ 2.73 7.59 $ 72,705 Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 6,490,208 $ 2.49 9.26 $ 1,174 Granted 5,516,399 7.82 Exercised (1,630,925 ) 2.54 8,807 Expired/Forfeited (848,955 ) 2.68 Outstanding as of December 31, 2021 9,526,727 $ 5.55 8.01 $ 13,905 Exercisable as of December 31, 2021 3,637,954 $ 2.95 6.24 $ 9,364 Vested and expected to vest as of December 31, 2021 7,608,158 $ 4.81 7.68 $ 13,896 |
Schedule of weighted-average assumptions | September 30, September 30, Risk-free interest rate: 2.46 % 0.79 % Expected term (in years): 7.16 6.05 Expected volatility: 42.17 % 42.10 % Dividend yield: 0.00 % 0.00 % | 2021 2020 Risk-free interest rate: 0.79 % 0.45 % Expected term (in years): 6.05 6.13 Expected volatility: 42.10 % 37.25 % Dividend yield: 0.00 % 0.00 % 2021 2020 Risk-free interest rate: 1.39 % 0.59 % Expected term (in years): 9.06 10 Expected volatility: 35.86 % 38.42 % Dividend yield: 0.00 % 0.00 % |
Schedule of stock-based compensation expense | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Research and development $ 2,311 $ 1,879 $ 7,012 $ 2,873 Sales and marketing 301 538 926 847 General and administrative 707 2,636 1,855 4,801 $ 3,319 $ 5,053 $ 9,793 $ 8,521 | 2021 2020 Research and development $ 4,001 $ 941 Sales and marketing 1,185 387 General and administrative 6,159 8,177 $ 11,345 $ 9,505 Restricted stock awards for employee bonus, net 2021 2020 Research and development $ 7,613 $ — Sales and marketing 2,310 — General and administrative 8,694 — $ 18,617 $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Net Loss Per Share [Abstract] | ||
Schedule of anti-dilutive shares excluded from calculation of diluted net loss per share | September 30, September 30, Stock-based compensation awards – SI Plan 6,163,206 — Stock-based compensation awards – EI Plan 25,272,474 32,137,760 Stock-based compensation awards – STI Plan 6,457,011 9,529,482 Restricted stock awards — 1,364,018 Public Warrants 23,375,988 22,977,568 Private Warrants 276,131 674,551 ATW NPA Warrants 28,431,635 3,874,166 Bridge Warrants 42,342,839 — Other Warrants 1,429,068 670,092 ATW NPA Notes 8,982,677 9,009,210 Bridge Notes 46,918,768 — Make-Whole Amount 32,954,973 — Total 222,604,770 80,236,847 | 2021 2020 Stock-based compensation awards – EI Plan 31,962,921 30,402,801 Stock-based compensation awards – STI Plan 9,526,727 6,490,208 Public Warrants 22,977,568 — Private Warrants 674,551 — Other warrants 4,544,258 272,730 Convertible notes payable 9,009,210 — Total 78,695,235 37,165,739 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income tax | 2021 2020 Current: Federal $ — $ — State 3 3 Foreign 237 — Total current 240 3 Deferred: Federal (48,017 ) (11,456 ) State (49,894 ) — Foreign (9,956 ) (2,044 ) Valuation allowance 107,867 13,500 Total deferred — — Total provision $ 240 $ 3 |
Schedule of components of losses before income taxes, by taxing jurisdiction | 2021 2020 U.S. $ (408,520 ) $ (79,605 ) Foreign (107,745 ) (67,480 ) Total $ (516,265 ) $ (147,085 ) |
Schedule of federal corporate income tax rate | 2021 2020 Federal income tax expense 21.0 % 21.0 % State income taxes (net of federal benefit) 3.8 % 0.0 % Permanent differences (0.1 )% (1.3 )% Fair value debt adjustments (4.5 )% (0.6 )% Disallowed interest (0.4 )% (2.7 )% Foreign tax rate difference (0.2 )% (6.7 )% Return-to-provision adjustment (3.1 )% 0.4 % Uncertain tax benefit (0.4 )% — Expiration of tax attributes (1.7 )% (1.0 )% State tax rate change on deferred taxes 6.4 % — Valuation allowance (20.8 )% (9.1 )% Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and deferred tax liabilities | 2021 2020 Deferred Tax Assets: Net operating losses (“NOL”) $ 225,339 $ 123,633 Research and development credits 4,240 7,921 Accrued liabilities 16,258 7,564 Construction in progress — 3,061 Excess interest expense under section 163(j) 5,018 3,670 Capital losses 3,420 2,407 Amortization 12,176 — Stock-based compensation 187 428 Other 1,714 296 Gross deferred tax assets 268,352 148,980 Valuation allowance (256,413 ) (148,546 ) Deferred tax assets, net of valuation allowance 11,939 434 Deferred Tax Liabilities: Depreciation (573 ) 454 State taxes (11,366 ) (888 ) Total deferred tax liabilities (11,939 ) (434 ) Total net deferred tax assets (liabilities) $ — $ — |
Schedule of unrecognized tax benefits | 2021 2020 Beginning balance $ 2,666 $ 2,598 Increase related to current year tax positions 2,331 68 Ending balance $ 4,997 $ 2,666 |
Schedule of valuation allowance | 2021 2020 Beginning balance $ 148,546 $ 135,046 Increase related to current year tax positions 107,867 13,500 Ending balance $ 256,413 $ 148,546 |
Nature of Business and Organi_3
Nature of Business and Organization and Basis of Presentation (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 01, 2022 USD ($) | Jul. 21, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2021 CNY (¥) | |
Nature of Business and Organization and Basis of Presentation (Details) [Line Items] | ||||||||
Gross proceeds | $ 229,583 | |||||||
Number of shares purchased (in Shares) | shares | 76,140,000 | 76,140,000 | ||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | ||||||
Aggregate purchase price | $ 761,400 | $ 761,400 | ||||||
Interest expense related party | $ 0 | $ 9 | $ 3 | |||||
Effective tax rate | 21% | 21% | 21% | |||||
Income tax returns | 3 years | |||||||
Right of use assets | $ 20,202 | $ 20,202 | ||||||
Accrued expenses and other current liabilities reclassified | $ 12,635 | |||||||
RetainedEarningAccumulatedDeficit1 | 20,265 | |||||||
Insurance limits | 250 | ¥ 500 | ||||||
Notes receivable | 0 | $ 40 | ||||||
Deposits | 63,370 | 6,412 | ||||||
Asset impairment charges | ||||||||
Number of operating segments | 1 | |||||||
Number of reportable segments | 1 | |||||||
Accounting Standards Update 2016-02 [Member] | ||||||||
Nature of Business and Organization and Basis of Presentation (Details) [Line Items] | ||||||||
Right of use assets | 11,191 | |||||||
Operating lease liabilities | 11,191 | |||||||
Recognition of gain from sales leaseback transaction | $ 3,393 |
Liquidity and Capital Resourc_2
Liquidity and Capital Resources (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 11, 2022 | Jul. 21, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity and Capital Resources (Details) [Line Items] | ||||
Going concern | 1 year | 1 year | ||
Going concern period | 1 year | 1 year | ||
Cash on hand | $ 31,766 | |||
Commitment amount | $ 350,000 | |||
Commitment discount percentage | 3% | |||
Agreed to shares issue (in Shares) | 789,016 | |||
Exceeds per share (in Dollars per share) | $ 0.62 | |||
Purchase amount | $ 40,000 | |||
Received amount | 20,000 | |||
Remaining balance amount | 20,000 | |||
Total exercise price cash | 20,000 | |||
Accumulated deficit | 3,322,685 | $ 2,907,644 | ||
Gross proceeds | $ 990,983 | |||
Principal amount | 9,411 | |||
Transaction costs | 84,278 | |||
Liabilities | $ 139,557 | |||
Net proceeds | $ 767,148 | |||
Class A Common Stock [Member] | ||||
Liquidity and Capital Resources (Details) [Line Items] | ||||
Commitment amount | $ 200,000 | |||
Agreed to shares issue (in Shares) | 789,016 | 167,280,677 | ||
Forecast [Member] | ||||
Liquidity and Capital Resources (Details) [Line Items] | ||||
Principal amount | $ 8,451 | |||
Business Combination [Member] | ||||
Liquidity and Capital Resources (Details) [Line Items] | ||||
Outstanding shares percentage | 9.99% | |||
Business Combination [Member] | Class A Common Stock [Member] | ||||
Liquidity and Capital Resources (Details) [Line Items] | ||||
Outstanding shares percentage | 19.99% |
Business Combination (Details)
Business Combination (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 23, 2022 $ / shares | Jul. 21, 2021 USD ($) $ / shares shares | Sep. 30, 2022 shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Days $ / shares shares | Dec. 31, 2020 USD ($) | Nov. 11, 2022 shares | ||||
Business Combination (Details) [Line Items] | |||||||||||
Issuance of shares (in Shares) | shares | 76,140,000 | ||||||||||
Exchange ratio | 0.1413 | ||||||||||
Proceeds from issuance of Class A Common Stock in the Business Combination | $ | $ 229,583 | ||||||||||
Cash received through reverse recapitalization | $ | $ 206,435 | ||||||||||
Redemptions | $ | $ 767 | ||||||||||
Issued shares (in Shares) | shares | 789,016 | ||||||||||
Outstanding shares (in Shares) | shares | 1,358,459,707 | ||||||||||
Contingent consideration, earnout shares, number of tranches | 2 | ||||||||||
Fair value of earnout shares | $ | $ 293,853 | ||||||||||
Exercise price of the warrant (in Dollars per share) | $ / shares | $ 0.6427 | $ 0.5 | |||||||||
Fair value of the private warrants | $ | $ 642 | ||||||||||
Options outstanding (in Shares) | shares | 42,193,512 | ||||||||||
Warrants rights (in Shares) | shares | 95,855,661 | 95,855,661 | 28,196,377 | ||||||||
Number of shares purchased (in Shares) | shares | 76,140,000 | 76,140,000 | |||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||
Aggregate purchase price | $ | $ 761,400 | $ 761,400 | |||||||||
Payments to settle liabilities | $ | 139,557 | ||||||||||
Notes payable principal amount | $ | 85,202 | ||||||||||
Notes payable accrued interest | $ | 7,436 | $ 1,425 | |||||||||
Interests in the Vendor Trust | $ | 124,671 | ||||||||||
Accounts payable | $ | 102,950 | ||||||||||
Payables | $ | 8,380 | ||||||||||
Accrued interest on purchase orders | $ | 13,341 | ||||||||||
Amounts due to vendors | $ | 19,791 | ||||||||||
Amounts due to active and former employees | $ | 9,592 | ||||||||||
Loss upon extinguishment of debt, excluding forgiveness of vendor interest | $ | $ 94,727 | ||||||||||
Closing of business combination issued (in Shares) | shares | 80,000 | ||||||||||
Total direct and incremental transaction costs | $ | $ 125,943 | ||||||||||
Amount expensed as part of the Business Combination | $ | 900 | ||||||||||
Equity issuance costs | $ | $ 125,043 | ||||||||||
Earnout Shares, Tranche One [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Contingent consideration, earnout shares, stock price trigger (in Dollars per share) | $ / shares | $ 13.5 | ||||||||||
Contingent consideration, earnout shares, period, threshold trading days | Days | (20) | ||||||||||
Contingent consideration, earnout shares, threshold consecutive trading days | Days | (30) | ||||||||||
Earnout Shares, Tranche Two [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Contingent consideration, earnout shares, stock price trigger (in Dollars per share) | $ / shares | $ 15.5 | ||||||||||
Contingent consideration, earnout shares, period, threshold trading days | (20) | ||||||||||
Contingent consideration, earnout shares, threshold consecutive trading days | (30) | ||||||||||
Public Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Warrants rights (in Shares) | shares | 23,375,988 | [1] | 23,375,988 | [1] | 22,977,568 | ||||||
Private Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Warrants (in Shares) | shares | 594,551 | ||||||||||
Warrants rights (in Shares) | shares | 276,131 | [2] | 276,131 | [2] | 674,551 | [3],[4] | |||||
Warrants issued (in Shares) | shares | 80,000 | 80,000 | |||||||||
PSAC Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Amount settled | $ | $ 800 | ||||||||||
Private Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Fair value of the private warrants | $ | $ 2,152 | ||||||||||
Common Class A [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Issuance of shares (in Shares) | shares | 20,264,715 | 89,152,131 | |||||||||
Shares attributable to reverse recapitalization (in Shares) | shares | 127,949,403 | ||||||||||
Issued shares (in Shares) | shares | 167,280,677 | 789,016 | |||||||||
Contingent consideration, earnout shares (in Shares) | shares | 25,000,000 | ||||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Shares issued from reverse recapitalization (in Shares) | shares | 24,464,994 | ||||||||||
Reverse recapitalization, share price (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Common Class A [Member] | Earnout Shares, Tranche One [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Contingent consideration, earnout shares (in Shares) | shares | 12,500,000 | ||||||||||
Common Class A [Member] | Earnout Shares, Tranche Two [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Contingent consideration, earnout shares (in Shares) | shares | 12,500,000 | ||||||||||
Common Class A [Member] | Legacy FF Shareholders [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Shares attributable to reverse recapitalization (in Shares) | shares | 127,949,403 | ||||||||||
Common Class A [Member] | Public Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Warrants (in Shares) | shares | 22,977,568 | ||||||||||
Warrants term | 5 years | ||||||||||
Common Class A [Member] | PSAC Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Exercise price of the warrant (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||
Common Class A [Member] | US-Based Investment Firm Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Exercise price of the warrant (in Dollars per share) | $ / shares | $ 10 | ||||||||||
Warrants rights (in Shares) | shares | 2,687,083 | ||||||||||
Common stock, shares issuable (in Shares) | shares | 44,880,595 | ||||||||||
Class B Common Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Issuance of shares (in Shares) | shares | 64,000,588 | ||||||||||
Shares attributable to reverse recapitalization (in Shares) | shares | 64,000,588 | ||||||||||
Class B Common Stock [Member] | Legacy FF Shareholders [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Shares attributable to reverse recapitalization (in Shares) | shares | 64,000,588 | ||||||||||
Class B Common Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Shares attributable to reverse recapitalization (in Shares) | shares | 127,949,403 | ||||||||||
Class B Common Stock [Member] | Legacy FF Shareholders [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Shares attributable to reverse recapitalization (in Shares) | shares | 64,000,588 | ||||||||||
Redeemable Preferred Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Reclassifications of temporary to permanent equity | $ | 724,823 | ||||||||||
Class B Redeemable Preferred Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Reclassifications of temporary to permanent equity | $ | 697,643 | ||||||||||
Class A-1 Redeemable Convertible Preferred Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Reclassifications of temporary to permanent equity | $ | 119,047 | ||||||||||
Class A-2 Redeemable Convertible Preferred Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Reclassifications of temporary to permanent equity | $ | 271,925 | ||||||||||
Class A-3 Redeemable Convertible Preferred Stock [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Reclassifications of temporary to permanent equity | $ | $ 2,199 | ||||||||||
Pro Forma [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Outstanding shares (in Shares) | shares | 320,433,395 | ||||||||||
Restricted Stock [Member] | Deferred Salary And Bonuses Settlement [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Purchase price per share (in Dollars per share) | $ / shares | $ 13.78 | ||||||||||
Stock issued from awards (in Shares) | shares | 1,350,970 | ||||||||||
Notes Payable, Related Party [Member] | Affiliated Entity [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Notes payable, related parties | $ | $ 91,420 | ||||||||||
Notes payable, related parties, accrued interest | $ | 13,581 | ||||||||||
Amount settled | $ | $ 800 | ||||||||||
Notes Payable, Related Party [Member] | Affiliated Entity [Member] | Private Warrants [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Warrants issued (in Shares) | shares | 80,000 | ||||||||||
Business Combination [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Redemptions | $ | $ 206 | ||||||||||
Business combination adjustment description | The adjustment is comprised of (i) $170,114 which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of PSAC, net of transaction costs related to the business combination (ii) $1,815,637 which represents the conversion of the Redeemable Preference Stock and Convertible Preferred Stock into Ordinary Stock and, (iii) $800 to settle an aggregate principal amount of related party convertible notes of PSAC into Class A Common Stock. | ||||||||||
Business combination common stock issued description | **The Company committed to issue 6,921,814 shares of Class A Common Stock to convert related party notes payable (see Note 9, Related Party Notes Payable), 6,854,013 shares of Class A Common Stock to convert notes payable (see Note 10, Notes Payable), 9,618,542 shares of Class A Common Stock to convert liabilities in the Vendor Trust (see Note 11, Vendor Payables in Trust), 838,040 shares of Class A Common Stock to convert Future Work, and 232,585 shares of Class A Common Stock to settle other vendor liabilities. | ||||||||||
[1] On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value. The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021. |
Deposits and Other Current As_3
Deposits and Other Current Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deposits and Other Current Assets (Details) [Line Items] | |||||||
General and administrative expenses | $ 21,732 | $ 4,265 | $ 6,309 | $ 6,082 | |||
Received tooling, machinery and equipment | |||||||
Palantir Technologies Inc. [Member] | |||||||
Deposits and Other Current Assets (Details) [Line Items] | |||||||
Amortization expense related to the Palantir hosting arrangement and other prepaid software subscriptions | $ 3,204 | $ 1,466 | $ 8,866 | $ 1,739 | 4,597 | $ 745 | |
Vendor Trust [Member] | Convertible Debt [Member] | |||||||
Deposits and Other Current Assets (Details) [Line Items] | |||||||
Deposits for tooling and equipment | $ 8,380 |
Deposits and Other Current As_4
Deposits and Other Current Assets (Details) - Schedule of deposits and other current assets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Deposits And Other Current Assets Abstract | |||
Deposits for research and development, prototype and production parts, and other | $ 39,142 | $ 54,990 | $ 6,412 |
Deposits for “Future Work” | 5,388 | 8,380 | |
Total deposits | 44,530 | 63,370 | |
Other current assets: | |||
Prepaid expenses | 19,300 | 11,119 | 762 |
Other current assets | 4,459 | 2,291 | |
Total other current assets | $ 23,759 | $ 13,410 | $ 6,200 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 29, 2021 USD ($) | Mar. 31, 2019 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 15, 2022 USD ($) | Mar. 28, 2019 USD ($) | Feb. 04, 2019 USD ($) | |
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Depreciation expense | $ 799,000 | $ 659,000 | $ 2,271,000 | $ 2,529,000 | |||||||
Depreciation and amortization expense | 15,323,000 | $ 4,268,000 | $ 8,158,000 | $ 3,517,000 | |||||||
Sale price | $ 9,000 | ||||||||||
Interest expense | 2,552,000 | ||||||||||
Asset retirement obligation | 2,974,000 | ||||||||||
Gardena, California [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Lease term | 5 years | ||||||||||
Financing obligation | $ 28,880,000 | ||||||||||
Net and finance obligation amounts | 25,381,000 | ||||||||||
Gain on sale | $ 3,499,000 | ||||||||||
Atlas Capital Investors V, LP [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Sale price | $ 29,000,000 | ||||||||||
Lease term | 3 years | ||||||||||
Option to repurchase | $ 44,029,000 | ||||||||||
Financing obligation | 29,000,000 | ||||||||||
Interest expense | 1,464,000 | 1,760,000 | |||||||||
Construction in Progress [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Machinery and equipment, gross | $ 391,880,000 | $ 391,880,000 | 275,048,000 | 251,633,000 | |||||||
Property and equipment disposed | 72,055,000 | ||||||||||
Construction in Progress [Member] | Accounts Payable [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Property and equipment disposed | 7,864,000 | ||||||||||
Construction in Progress [Member] | Held at Company Facilities [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Machinery and equipment, gross | 43,496,000 | 42,734,000 | |||||||||
Construction in Progress [Member] | Vendor Locations [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Machinery and equipment, gross | 231,552,000 | 208,899,000 | |||||||||
Capital Leases [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Capital leases amount | $ 14,180,000 | $ 43,882,000 | |||||||||
Capital leases | 3 | ||||||||||
Capital Leases [Member] | Gardena, California [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Capital leases | 1 | ||||||||||
Capital Leases [Member] | Equipment Leases [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Capital leases | 2 | ||||||||||
Operating Expense [Member] | Construction in Progress [Member] | |||||||||||
Property and Equipment, Net (Details) [Line Items] | |||||||||||
Property and equipment disposed | $ 64,191,000 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (11,178) | $ (9,678) | $ (19,067) |
Total property and equipment, net | 411,657 | 293,135 | 293,933 |
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 14,180 | 14,180 | 21,899 |
Computer Hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,112 | 3,051 | 4,058 |
Tooling, Machinery, and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,916 | 8,868 | 5,451 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 337 | 337 | 583 |
Computer Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,027 | 1,032 | 7,095 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 383 | 297 | 298 |
Construction in Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 391,880 | $ 275,048 | $ 251,633 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | 9 Months Ended | |
Aug. 05, 2021 | Sep. 30, 2022 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Company issued warrants | 6,043,623 | |
Exercise price | $ 5 | |
Exercisable period | 7 years | |
Warrants price per share | $ 0.01 | |
Stock repurchase | $ 15 | |
Warrants amount | $ 6,971,000 | |
Warrants | $ 2,507 | 4,686,000 |
Difference gain in amount | $ 2,285,000 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Schedule of Accrued Expenses And Other Current Liabilities [Abstract] | ||||||
Accrued legal contingencies | $ 14,606 | $ 16,881 | $ 5,025 | |||
Engineering, design and testing services received not invoiced | 7,637 | 6,620 | ||||
Deposits from customers | 3,708 | 4,354 | ||||
Accrued legal contingencies due to affiliates | 6,551 | 6,673 | 5,123 | |||
Obligation to issue registered shares of Class A Common Stock | [1] | 12,635 | [1] | |||
Bridge Warrants | [2] | 4,686 | ||||
Other current liabilities | 8,916 | 21,597 | ||||
Total accrued expenses and other current liabilities | $ 46,104 | $ 68,760 | ||||
[1]The obligation to issue registered shares of Class A Common Stock was reclassified to Commitment to issue Class A Common Stock upon the adoption of ASU 2020-06 on January 1, 2022, and subsequently to Additional paid-in capital (“APIC”) upon the issuance of Class A Common Stock on July 21, 2022 (see Note 7, Fair Value of Financial Instruments).[2]Issuance of Liability-classified Warrants |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||||
Aug. 09, 2022 | Aug. 09, 2022 | Jun. 09, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 09, 2027 | Jul. 21, 2022 | Aug. 10, 2021 | Aug. 05, 2021 | Jul. 18, 2021 | Mar. 31, 2021 | Mar. 01, 2021 | Oct. 13, 2020 | Sep. 30, 2020 | |
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Liability | $ 642,000 | |||||||||||||
Fair value of liability | 12,635,000 | |||||||||||||
Unregistered shares | 2,387,500 | |||||||||||||
Private warrants | 398,420 | 398,420 | 186 | |||||||||||
Number of warrants or rights outstanding. | 29,158,364 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Registered shares | 2,387,500 | 2,387,500 | ||||||||||||
Commitment to issue amount | 32,900 | |||||||||||||
Warrants | 525,000 | |||||||||||||
Expiration date | 2 months 12 days | |||||||||||||
Commitment to Issue Class A Common Stock [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Liability | 32,900,000 | |||||||||||||
Change in fair value measurements | 20,265,000 | |||||||||||||
Obligation to Issue Registered Shares [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Liability | $ 32,900,000 | |||||||||||||
Fair value of liability | (12,635,000) | 12,635,000 | ||||||||||||
Change in fair value measurements | 20,265,000 | |||||||||||||
Estimated the fair value | ||||||||||||||
Riverside Management Group (RMG) [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Cash | $ 10,000,000 | |||||||||||||
Riverside Management Group (RMG) [Member] | Class A Common Stock [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Unregistered shares | 1,697,500 | |||||||||||||
Transaction Services Agreement, Unregistered Shares To Be Issued In Conjunction With Merger, Shares | 690,000 | |||||||||||||
Business combination | $ 6,900,000 | |||||||||||||
Price per share | $ 10 | |||||||||||||
Ares Warrants [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Fair value of warrants | $ 2,507,000 | $ 5,000,000 | ||||||||||||
Warrants | 670,092 | |||||||||||||
Exercise price, per share | $ 10 | |||||||||||||
NPA Warrants [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Fair value of warrants | $ 490,000 | |||||||||||||
Warrants | 1,187,083 | |||||||||||||
Exercise price, per share | $ 10 | |||||||||||||
Expiration date | 7 years | |||||||||||||
Warrants issued | $ 1,988,000 | |||||||||||||
US-Based Investment Firm Warrants [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Warrants | 1,500,000 | |||||||||||||
Exercise price, per share | $ 10 | |||||||||||||
Expiration date | 7 years | |||||||||||||
Estimated the fair value | $ 5,125,000 | 7,976,000 | ||||||||||||
US-Based Investment Firm Warrants [Member] | Note Warrant [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Warrants | 1,187,083 | |||||||||||||
Exercise price, per share | $ 10 | |||||||||||||
US-Based Investment Firm Warrants [Member] | Class A Common Stock [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Warrants | 1,187,083 | |||||||||||||
Exercise price, per share | $ 10 | |||||||||||||
Public Warrants [Member] | Class A Common Stock [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Number of warrants or rights outstanding. | 22,977,568 | |||||||||||||
Private Warrants [Member] | ||||||||||||||
Fair Value of Financial Instruments (Details) [Line Items] | ||||||||||||||
Fair value of warrants | $ 642,000 | $ 2,152,000 | ||||||||||||
Warrants from PSAC | 594,551 | |||||||||||||
Private warrants | 80,000 | 80,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details) - Schedule of Financial Assets and Liabilities Measured on Recurring Basis - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Level 3 [Member] | ||
Liabilities: | ||
Obligation to issue registered shares of Class A Common Stock | $ 12,635 | |
Private Warrants [Member] | Level 1 [Member] | ||
Liabilities: | ||
Private Warrants | ||
Private Warrants [Member] | Level 2 [Member] | ||
Liabilities: | ||
Private Warrants | ||
Private Warrants [Member] | Level 3 [Member] | ||
Liabilities: | ||
Private Warrants | 130 | 642 |
Bridge Warrants [Member] | Level 1 [Member] | ||
Liabilities: | ||
Bridge Warrants | ||
Bridge Warrants [Member] | Level 2 [Member] | ||
Liabilities: | ||
Bridge Warrants | ||
Bridge Warrants [Member] | Level 3 [Member] | ||
Liabilities: | ||
Bridge Warrants | 4,686 | |
Obligation to issue registered shares of Class A Common Stock [Member] | Level 1 [Member] | ||
Liabilities: | ||
Obligation to issue registered shares of Class A Common Stock | ||
Obligation to issue registered shares of Class A Common Stock [Member] | Level 2 [Member] | ||
Liabilities: | ||
Obligation to issue registered shares of Class A Common Stock | ||
Obligation to issue registered shares of Class A Common Stock [Member] | Level 3 [Member] | ||
Liabilities: | ||
Obligation to issue registered shares of Class A Common Stock | 12,635 | |
Notes payable [Member] | Level 1 [Member] | ||
Liabilities: | ||
Notes payable | ||
Notes payable [Member] | Level 2 [Member] | ||
Liabilities: | ||
Notes payable | ||
Notes payable [Member] | Level 3 [Member] | ||
Liabilities: | ||
Notes payable | $ 46,950 | $ 161,282 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details) - Schedule of summarizes financial instruments carried at fair value - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Bridge Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | ||
Additions | 6,971 | |
Changes in fair value measurements | (2,285) | |
Payments of notes payable, including Payment Premium | ||
Conversions of notes to common stock | ||
Reclassification of Private Warrants to Public Warrants | ||
Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06 | ||
Ending balance | 4,686 | |
Notes Payable at Fair Value [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 161,282 | |
Additions | 44,500 | |
Changes in fair value measurements | (4,549) | |
Payments of notes payable, including Payment Premium | (87,065) | |
Conversions of notes to common stock | (67,218) | |
Reclassification of Private Warrants to Public Warrants | ||
Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06 | ||
Ending balance | 46,950 | 161,282 |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 642 | |
Additions | ||
Changes in fair value measurements | (326) | |
Payments of notes payable, including Payment Premium | ||
Conversions of notes to common stock | ||
Reclassification of Private Warrants to Public Warrants | (186) | |
Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06 | ||
Ending balance | 130 | 642 |
Obligation to Issue Registered Shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 12,635 | |
Additions | ||
Changes in fair value measurements | ||
Payments of notes payable, including Payment Premium | ||
Conversions of notes to common stock | ||
Reclassification of Private Warrants to Public Warrants | ||
Reclassification of obligation to issue registered shares upon adoption of ASC 2020-06 | (12,635) | 12,635 |
Ending balance | $ 12,635 |
Related Party Notes Payable (De
Related Party Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||
Jul. 21, 2021 | May 13, 2021 | May 13, 2021 | Apr. 09, 2021 | Jan. 01, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Jun. 30, 2019 | Jun. 27, 2019 | May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 31, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 15, 2022 | Aug. 14, 2022 | Jul. 26, 2022 | Mar. 31, 2022 | Feb. 25, 2022 | Aug. 31, 2020 | Aug. 14, 2020 | Jul. 01, 2020 | Jun. 30, 2020 | Mar. 06, 2020 | Feb. 28, 2020 | Nov. 30, 2019 | Sep. 30, 2019 | Jul. 05, 2019 | Apr. 29, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Oct. 31, 2018 | Mar. 30, 2018 | Jul. 31, 2017 | Dec. 31, 2016 | |
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal value | $ 8,451,000 | $ 8,451,000 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest converted | $ 3,677,000 | |||||||||||||||||||||||||||||||||||||||||||
Interest expense | 2,552,000 | |||||||||||||||||||||||||||||||||||||||||||
Cash Payment | 87,258,000 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from Secured Notes Payable | 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 1,425,000 | $ 7,436,000 | 1,425,000 | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 31,878 | |||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 15% | 15% | 12% | 10% | ||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 96,921 | |||||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt accrued interest amount | $ 13,565,000 | |||||||||||||||||||||||||||||||||||||||||||
Loss on related party notes payable | $ (7,690,000) | $ (94,727,000) | $ (7,690,000) | (96,036,000) | (86,904,000) | 2,107,000 | ||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||||
Received cash | 1,124,000 | $ 31,766,000 | $ 666,061,000 | $ 31,766,000 | 666,061,000 | $ 505,091,000 | 1,124,000 | $ 2,221,000 | ||||||||||||||||||||||||||||||||||||
Principal amount | 56,207,000 | $ 56,207,000 | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||
Related party notes payable maturity term | 1 year | 1 year | ||||||||||||||||||||||||||||||||||||||||||
Net carrying value of original note payable | 19,657,000 | 19,657,000 | ||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 40,050,000 | $ 172,031,000 | $ 172,031,000 | 40,595,000 | ||||||||||||||||||||||||||||||||||||||||
Deposits | 44,530,000 | 44,530,000 | 63,370,000 | |||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 52,000 | |||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 57,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Due On Demand At899 Original Note [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Due On Demand At899 Additional Note At299 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,600,000 | |||||||||||||||||||||||||||||||||||||||||||
Beijing Bairui Culture Media, Co. Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 2,586,000 | |||||||||||||||||||||||||||||||||||||||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 12,726,000 | $ 12,726,000 | 13,337,000 | |||||||||||||||||||||||||||||||||||||||||
Notes payable, related parties | 287,183,000 | 13,337,000 | 287,183,000 | |||||||||||||||||||||||||||||||||||||||||
Notes payable | 59,742,000 | $ 161,282,000 | 59,742,000 | |||||||||||||||||||||||||||||||||||||||||
Private Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 80,000 | 80,000 | ||||||||||||||||||||||||||||||||||||||||||
Notes Payable N P A Tranche Due On October62020 At1000 April2019 Transactions [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 10% | 20% | ||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 8,581,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 900,000 | |||||||||||||||||||||||||||||||||||||||||||
Note Payable Due On June2021 At152 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 1.52% | |||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 18,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 22,400,000 | |||||||||||||||||||||||||||||||||||||||||||
Note Payable Due June2021 At899 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 8.99% | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 2,240,000 | |||||||||||||||||||||||||||||||||||||||||||
Note Payable Due On June2021 At800 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 8% | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Notes Due On June2021 At286 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 2.86% | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Due On Demand At899 Original Note [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Cash Payment | 120,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 8.99% | |||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | $ 380,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Due On Demand At899 Additional Note At299 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 2.99% | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Notes Due June2021 At699 Note One [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 6.99% | |||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | 180,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 180,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Notes Due June2021 At699 Note Two [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 6.99% | |||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,700,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Various Other Notes Due On June302021 At800 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 8% | 8% | ||||||||||||||||||||||||||||||||||||||||||
Deposits | 11,635,000 | |||||||||||||||||||||||||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest converted | $ 43,490,000 | $ 29,958,000 | ||||||||||||||||||||||||||||||||||||||||||
Aggregating principal amount | $ 90,869,000 | 130,479,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal settled with equity | 19,196,000 | |||||||||||||||||||||||||||||||||||||||||||
Common Class A [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest converted | 23,275,000 | |||||||||||||||||||||||||||||||||||||||||||
Aggregating principal amount | 75,100,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Party [Member] | Faraday And Future H K Limited [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 12% | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable, Related Party [Member] | Beijing Bairui Culture Media, Co. Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Notes payable | 2,487,000 | |||||||||||||||||||||||||||||||||||||||||||
Loss on related party notes payable | $ 314,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal Amount | $ 27,329,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes payable with employee on demand related party [Member] | Affiliated Entity [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 0% | |||||||||||||||||||||||||||||||||||||||||||
Note Payable Due On June2021 At152 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | 4,400,000 | |||||||||||||||||||||||||||||||||||||||||||
Note Payable Due June2021 At899 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | 2,240,000 | |||||||||||||||||||||||||||||||||||||||||||
Note Payable Due On June2021 At800 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Notes Payable Other Notes Due On June2021 At286 [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Special Committee Investigation [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Notes payable, related parties | $ 32,952,000 | $ 32,952,000 | ||||||||||||||||||||||||||||||||||||||||||
Cash Payment | $ 1,652,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Notes payable, related parties | 91,420,000 | |||||||||||||||||||||||||||||||||||||||||||
Cash Payment | 41,925,000 | |||||||||||||||||||||||||||||||||||||||||||
Net carrying amounts | $ 96,907,000 | |||||||||||||||||||||||||||||||||||||||||||
Share Price (in Dollars per share) | $ 10 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Common Class A [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Shares issued from conversion (in Shares) | 6,921,814 | |||||||||||||||||||||||||||||||||||||||||||
Loss on related party notes payable | $ 26,164,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Notes payable, related parties | 91,420,000 | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest converted | $ 71,764 | |||||||||||||||||||||||||||||||||||||||||||
Aggregating principal amount | $ 194,810,000 | |||||||||||||||||||||||||||||||||||||||||||
Related party promissory notes assumed | 500,000 | |||||||||||||||||||||||||||||||||||||||||||
Related party convertible notes assumed | 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Related party promissory notes assumed, fair value | 580,000 | |||||||||||||||||||||||||||||||||||||||||||
Amount settled | $ 800,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Chongqing Leshi Small Loan Co., Ltd. [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 8,742,000 | |||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 12% | |||||||||||||||||||||||||||||||||||||||||||
Outstanding balance interest percentage | 18% | 18% | ||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Faraday And Future H K Limited [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Received cash | $ 278,866,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 212,007,000 | |||||||||||||||||||||||||||||||||||||||||||
Agreement Cancelled Principle Amount | $ 48,374,000 | |||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 5,805,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Leview Mobile (HK) Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 66,859,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Beijing Bairui Culture Media, Co. Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | $ 657,000 | |||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 0% | |||||||||||||||||||||||||||||||||||||||||||
Related party notes payable maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||||||
Cash flows the modified note payable exceeded percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||
Net carrying value of original note payable | $ 20,842,000 | |||||||||||||||||||||||||||||||||||||||||||
Note payable with fair value | $ 21,156,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Beijing Bairui Culture Media, Co. Ltd [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Increased interest rate | 0% | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Beijing Bairui Culture Media, Co. Ltd [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Increased interest rate | 12% | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Evergrande Health Industry Group Limited [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 10% | |||||||||||||||||||||||||||||||||||||||||||
Increased interest rate | 15% | |||||||||||||||||||||||||||||||||||||||||||
Borrowed from related party | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Private Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 80,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable, Related Party [Member] | Common Class A [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest converted | $ 43,490,000 | $ 29,958,000 | ||||||||||||||||||||||||||||||||||||||||||
Shares issued from conversion (in Shares) | 10,888,580 | 11,566,196 | ||||||||||||||||||||||||||||||||||||||||||
Aggregating principal amount | $ 90,869,000 | $ 130,479,000 | ||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes payable with employee on demand related party [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 16,000 | $ 34,000 | ||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 700,000 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | 16,000 | 16,000 | ||||||||||||||||||||||||||||||||||||||||||
Loans Payable | 730,000 | |||||||||||||||||||||||||||||||||||||||||||
Long-term Debt, Gross | 4,244,000 | |||||||||||||||||||||||||||||||||||||||||||
Recognized interest expense | 141,000 | 310,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 900,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Note Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 10% | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Notes, China, Due On Demand [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 10% | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Note Purchase Agreements May2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,650,000 | |||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 20% | |||||||||||||||||||||||||||||||||||||||||||
Note payable with fair value | 1,970,000 | 1,970,000 | ||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Note Purchase Agreements July2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 16,462,000 | |||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 20% | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable With Employee Matures October20170 Related Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 0% | |||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 728,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Notes Maturing August2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 8.99% | |||||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 1,410,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | December2020 Related Party Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 424,000 | $ 424,000 | ||||||||||||||||||||||||||||||||||||||||||
Payments of related party notes payable | $ 424,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | March2021 Bridge Loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Company received | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Payments of related party notes payable | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Notes Payable To Various Related Parties [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 6.99% | 6.99% | ||||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 4,160,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Notes Executed From January2020 To August2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 8,422,000 | |||||||||||||||||||||||||||||||||||||||||||
Affiliated Entity [Member] | Related Party Notes Executed From January2020 To August2020 Note Mature June2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Related Party Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Contractual Interest Rates | 8% | 8% | 8% | |||||||||||||||||||||||||||||||||||||||||
Loans Payable | $ 500,000 |
Related Party Notes Payable (_2
Related Party Notes Payable (Details) - Schedule of related party notes payable consists - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Related Party Notes Payable (Details) - Schedule of related party notes payable consists [Line Items] | ||||||
Balance | $ 12,253 | $ 12,253 | $ 13,655 | $ 332,355 | ||
Interest Expense | 996 | $ 2,931 | $ 13,655 | |||
Related party notes – China [Member] | ||||||
Related Party Notes Payable (Details) - Schedule of related party notes payable consists [Line Items] | ||||||
Contractual Maturity Date | Due on Demand | [1] | Due on Demand | |||
Contractual Interest Rates | 18% | [1] | 18% | |||
Balance | 8,451 | [1] | $ 8,451 | [1] | $ 9,411 | |
Interest Expense | 996 | [1] | $ 2,931 | [1] | $ 9,411 | |
Related party notes – China various other [Member] | ||||||
Related Party Notes Payable (Details) - Schedule of related party notes payable consists [Line Items] | ||||||
Contractual Maturity Date | Due on Demand | Due on Demand | ||||
Contractual Interest Rates | 0% | |||||
Balance | $ 3,802 | $ 3,802 | $ 4,244 | |||
Interest Expense | $ 4,244 | |||||
[1]As of September 30, 2022, the Company was in default on a related party note with a principal value of $8,451. |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
Nov. 21, 2022 | Oct. 19, 2022 | Sep. 23, 2022 | Sep. 14, 2022 | Aug. 14, 2022 | Jul. 26, 2022 | Feb. 25, 2022 | Oct. 10, 2021 | Aug. 26, 2021 | Aug. 05, 2021 | Jul. 21, 2021 | Jun. 09, 2021 | Mar. 12, 2021 | Mar. 08, 2021 | Mar. 01, 2021 | Jan. 13, 2021 | Oct. 09, 2020 | Sep. 09, 2020 | Dec. 31, 2019 | Jun. 09, 2019 | Apr. 30, 2022 | Aug. 26, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Apr. 17, 2020 | Jan. 31, 2019 | Apr. 30, 2017 | Jun. 30, 2016 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2027 | Dec. 15, 2022 | Dec. 02, 2022 | Sep. 25, 2022 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of additional notes payable | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||
Principal amount repaid | $ 30,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,135 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 14% | 14% | |||||||||||||||||||||||||||||||||||||||
Payment Premium | $2,065 | ||||||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 193 | ||||||||||||||||||||||||||||||||||||||||
Interest, per annum | 10% | 15% | 15% | 12% | |||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 92% | 90% | |||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||
Exercise purchase option | 40,000 | ||||||||||||||||||||||||||||||||||||||||
Secured convertible loan | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Additional financing | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Converted principal amount | $ 67,218 | ||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1.05 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in Shares) | 64,843,850 | ||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 56,207,000 | $ 56,207,000 | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||
Convertible discount percentage | 10% | ||||||||||||||||||||||||||||||||||||||||
Original issue discount percentage | 50% | ||||||||||||||||||||||||||||||||||||||||
Securities purchasers | 44,500 | ||||||||||||||||||||||||||||||||||||||||
Original issue discount | 4,450 | 4,450 | |||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 2,813 | 2,813 | |||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 37,237 | ||||||||||||||||||||||||||||||||||||||||
Bear interest payable | 10% | ||||||||||||||||||||||||||||||||||||||||
Purchasers warrants (in Shares) | 76,140,000 | 76,140,000 | |||||||||||||||||||||||||||||||||||||||
Warrants outstanding (in Shares) | 95,855,661 | 95,855,661 | 28,196,377 | ||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||||||||||||
Total commitments | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||
Total potential commitments | 600,000 | ||||||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | $ 1,425,000 | $ 7,436,000 | $ 1,425,000 | ||||||||||||||||||||||||||||||||||||||
Fair value hierarchy | 105,610 | 5,350 | 105,610 | ||||||||||||||||||||||||||||||||||||||
Net proceeds | 767,148,000 | ||||||||||||||||||||||||||||||||||||||||
Warrants exercisable (in Shares) | 6 | 6 | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 2,507 | 4,686,000 | |||||||||||||||||||||||||||||||||||||||
Restricted cash | 25,000 | ||||||||||||||||||||||||||||||||||||||||
maturity date | $ 96,921 | ||||||||||||||||||||||||||||||||||||||||
Notes principal amount | 85,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 9,856 | ||||||||||||||||||||||||||||||||||||||||
Notes payable accrued interest | 2,065 | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants APIC | $ 5,125,000 | $ 6,966,000 | $ 22,747,000 | $ 622,000 | $ 60,394,000 | 22,700,000 | 5,076,000 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.6427 | $ 0.5 | |||||||||||||||||||||||||||||||||||||||
Loan payable | 2 years | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 9,411,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 600 | ||||||||||||||||||||||||||||||||||||||||
Cash | $ 84,278,000 | ||||||||||||||||||||||||||||||||||||||||
Secured convertible notes | 124,671,000 | ||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 1,728,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible premium | 50% | ||||||||||||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Change in fair value measurements | 7,690 | 7,690 | |||||||||||||||||||||||||||||||||||||||
Fair Value, Inputs, Level 3 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | $ 59,742,000 | 161,282,000 | 59,742,000 | ||||||||||||||||||||||||||||||||||||||
Fair value hierarchy | 4,857,000 | $ 4,857,000 | 5,350,000 | ||||||||||||||||||||||||||||||||||||||
Bridge Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Purchasers warrants (in Shares) | 6,043,623 | ||||||||||||||||||||||||||||||||||||||||
NPA [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of additional notes payable | $ 85,000 | ||||||||||||||||||||||||||||||||||||||||
Notes payable, principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 14% | ||||||||||||||||||||||||||||||||||||||||
Principal amount repaid | 55,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 7,721 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Converted principal amount | $ 6,699 | ||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in Shares) | 11,496,868 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 7,500 | ||||||||||||||||||||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Carrying value | 93,749 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 85,202 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 7,436 | ||||||||||||||||||||||||||||||||||||||||
Cash | 48,210 | ||||||||||||||||||||||||||||||||||||||||
Notes payable | 25,908 | ||||||||||||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Loan proceeds | $ 9,168 | ||||||||||||||||||||||||||||||||||||||||
Rate of Interest on notes | 1% | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 8,975 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 155 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest and aggregate amount | $ 195 | ||||||||||||||||||||||||||||||||||||||||
Black Scholes Option pricing Model [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value of warrants APIC | 490,000 | ||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.84 | ||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 52,000 | ||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.89 | ||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.29 | ||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 57,000 | ||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | 1,050,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 23,275 | ||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 75,100 | ||||||||||||||||||||||||||||||||||||||||
Senyun [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Change in fair value measurements | 7,690 | $ 2,285 | |||||||||||||||||||||||||||||||||||||||
Financing sources description | Pursuant to the Joinder and following the completion of the Company’s due diligence of Senyun and its financing sources, Senyun is expected to fund its commitments according to the following schedule (subject, in each case to the satisfaction of certain conditions): (a) $10,000 in principal which was funded on October 27, 2022 (“First Senyun Funding Date”), out of which the Company received $8,800, net of original issue discount and transaction costs); (b) $10,000 in principal on the later of (x) 14 business days after the First Senyun Funding Date and (y) the receipt of approval of the Company’s stockholders of certain proposals (which was obtained on November 3, 2022), and was funded on November 15, 2022, out of which the Company received $8,970, net of original issue discount and transaction costs (“Second Senyun Funding Date”); (c) $10,000 in principal amount not later than 15 business days after the Form S-1 Effective Date; (d) $10,000 in principal amount within 30 business days after the Form S-1 Effective Date; and (e) $20,000 in principal amount on a date that is no later than ten (10) business days after the launch of the FF 91. | ||||||||||||||||||||||||||||||||||||||||
Senyun [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 5,000 | $ 5,000 | |||||||||||||||||||||||||||||||||||||||
ATW [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||||||||||
VWAP [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price, percentage | 95% | ||||||||||||||||||||||||||||||||||||||||
Conversion Price [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.2865 | ||||||||||||||||||||||||||||||||||||||||
Bridge Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants outstanding (in Shares) | 42,342,839 | 42,342,839 | |||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 5 | $ 5 | |||||||||||||||||||||||||||||||||||||||
Warrant term | 7 years | 7 years | |||||||||||||||||||||||||||||||||||||||
Bridge Warrants [Member] | Senyun [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | $ 4,686 | $ 4,686 | |||||||||||||||||||||||||||||||||||||||
Bridge Warrants [Member] | Senyun [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | 6,971 | 6,971 | |||||||||||||||||||||||||||||||||||||||
SPA [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1.05 | ||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 25,000 | $ 60,000 | |||||||||||||||||||||||||||||||||||||||
Bridge Notes [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.89 | ||||||||||||||||||||||||||||||||||||||||
Bridge Notes [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.23 | ||||||||||||||||||||||||||||||||||||||||
Bridge Notes [Member] | Senyun [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | 40,769 | 40,769 | |||||||||||||||||||||||||||||||||||||||
Bridge Notes [Member] | Senyun [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | $ 33,079 | $ 33,079 | |||||||||||||||||||||||||||||||||||||||
Notes Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of additional notes payable | $ 85,000 | $ 667 | $ 30,000 | ||||||||||||||||||||||||||||||||||||||
Notes payable, principal amount | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||
Original issue discount rate | 4% | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 14% | 14% | 14% | 10% | |||||||||||||||||||||||||||||||||||||
Net proceeds | $ 51,510 | $ 29,913 | |||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 90 | $ 87 | |||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Notes payable interest (in Shares) | 14 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 15,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest of the notes payable (in Shares) | 20 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Business combination cash requirement | $ 5,000 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Business combination cash requirement | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable Agreement [Member] | June 2021 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Net proceeds | 35,603 | ||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 4,200 | ||||||||||||||||||||||||||||||||||||||||
Principal value | 20,000 | ||||||||||||||||||||||||||||||||||||||||
Issunace and discount of debt issucance costs | $ 197 | ||||||||||||||||||||||||||||||||||||||||
Notes payable maturity, description | The June 2021 Notes are subordinate to the notes payable issued to Ares on March 1, 2021 and August 26, 2021 (see (1) above) and senior in priority to the notes payable issued under the NPA prior to September 9, 2020. The June 2021 Notes mature on December 9, 2022, and do not bear interest unless extended beyond its maturity date by the US-based investment firm, in which case, the June 2021 Notes will bear interest at 10% per annum starting upon their original maturity. Each of the June 2021 Notes are subject to an original issue discount of 8% and 13%, respectively. One of the June 2021 Notes with a principal amount of $20,000 contains a conversion premium that, within a year of a Qualified SPAC Merger, the then outstanding principal and accrued interest of the notes playable plus a 30% premium may convert into Class A Common Stock of the Company, at the election of the US-based investment firm. | ||||||||||||||||||||||||||||||||||||||||
Notes Payable Agreement [Member] | Optional Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Issuance of additional notes payable | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants APIC | $ 7,976 | ||||||||||||||||||||||||||||||||||||||||
Optional notes description | the US-based investment firm exercised its option to purchase optional notes (“Optional Notes”) with principal of $33,917, whose option was in conjunction with the original September 9, 2020, January 13, 2021 and March 12, 2021 notes payable. The Company received net proceeds of $30,375, which is the total principal amount of $33,917 net of 8% original issue discount and $828 of issuance costs. The Optional Notes bear interest at 15% beginning December 2021, and have a maturity date of February 10, 2023. The Optional Notes are convertible at the option of the holder with a conversion price of $10.00 per share. The Optional Notes contain a conversion premium, effective until August 10, 2022, according to which the outstanding principal and accrued interest of the notes payable at the time of liquidation plus a 30% premium are convertible into shares of Class A Common Stock. | ||||||||||||||||||||||||||||||||||||||||
Notes Payable Agreement [Member] | June 2019 to August 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 17,637 | ||||||||||||||||||||||||||||||||||||||||
Interest per annum | 10% | ||||||||||||||||||||||||||||||||||||||||
September to November, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Maturity date | Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||
Two Thousand Sixteen Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 31,500 | ||||||||||||||||||||||||||||||||||||||||
June to September 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 761 | ||||||||||||||||||||||||||||||||||||||||
Interest per annum | 6% | ||||||||||||||||||||||||||||||||||||||||
March 12 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Original issue discounts | 8% | ||||||||||||||||||||||||||||||||||||||||
January 13 Notes and March 12 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrant term | 7 years | ||||||||||||||||||||||||||||||||||||||||
Purchase of warrants (in Shares) | 662,083 | ||||||||||||||||||||||||||||||||||||||||
Fair value of warrants APIC | $ 1,988 | ||||||||||||||||||||||||||||||||||||||||
Exercise price | 10 | ||||||||||||||||||||||||||||||||||||||||
BL Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Net proceeds | 3,285 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest and aggregate amount | 8 | ||||||||||||||||||||||||||||||||||||||||
Secured convertible notes | $ 3,750 | ||||||||||||||||||||||||||||||||||||||||
Original issue discounts | 6.50% | ||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 225 | ||||||||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible notes payable description | The BL Notes accrued interest at 12.75% per annum through January 31, 2021 and at 15.75% per annum thereafter. The BL Notes mature on the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default. Additionally, the BL Notes contain a liquidation premium that ranges from 35% to 45% depending on the timing of settlement with 50% of this premium convertible into equity and the lender is able to demand repayment if an event of default, change in control, or a Qualified SPAC Merger occurs. The Company determined that the feature to settle the BL Notes at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger is a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments. The fair value of the note payable was $20,972 as of December 31, 2020. | ||||||||||||||||||||||||||||||||||||||||
BL Notes [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Liquidation premium | 35% | ||||||||||||||||||||||||||||||||||||||||
BL Notes [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Liquidation premium | 45% | ||||||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 2.69 | ||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 10 | $ 10 | $ 15 | $ 15 | $ 10 | ||||||||||||||||||||||||||||||||||||
Warrant term | 2 months 12 days | ||||||||||||||||||||||||||||||||||||||||
Purchase of warrants (in Shares) | 670,092 | ||||||||||||||||||||||||||||||||||||||||
StockIssuedDuringPeriodSharesPurchaseOfAssets (in Shares) | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase of shares (in Shares) | 525,000 | ||||||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Business Combination [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Commitment to issue (in Dollars per share) | $ 6,854,013 | ||||||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Optional Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Purchase of warrants (in Shares) | 1,187,083 | ||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Conversion of Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Common shares (in Shares) | 7,688,153 | ||||||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Bridge Notes [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion of convertible securities (in Shares) | 14,369,722 | ||||||||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Notes Payable Agreement [Member] | June 2021 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||||||||||||||
Faraday And Future H K Limited [Member] | January2019 Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest, per annum | 12% | ||||||||||||||||||||||||||||||||||||||||
Faraday And Future H K Limited [Member] | January2019 Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 54,179 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Dec. 31, 2020 | ||||||||||||||||||||||||||||||||||||||||
U.S. based investment firm [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 8 | ||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 13,800 | ||||||||||||||||||||||||||||||||||||||||
Interest per annum | 0% | ||||||||||||||||||||||||||||||||||||||||
Secured convertible notes | $ 15,000 | ||||||||||||||||||||||||||||||||||||||||
U.S. based investment firm [Member] | Notes Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Maturity date | Mar. 09, 2022 | ||||||||||||||||||||||||||||||||||||||||
U.S. based investment firm [Member] | December 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 1,500 | ||||||||||||||||||||||||||||||||||||||||
U.S. based investment firm [Member] | June 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 13,000 | ||||||||||||||||||||||||||||||||||||||||
U.S. based investment firm [Member] | January 13 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 9,870 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 11,250 | ||||||||||||||||||||||||||||||||||||||||
Interest per annum | 0% | ||||||||||||||||||||||||||||||||||||||||
Original issue discounts | 8% | ||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | $ 480 | ||||||||||||||||||||||||||||||||||||||||
U.S. based investment firm [Member] | March 12 Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Net proceeds | 6,440 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 7,000 | ||||||||||||||||||||||||||||||||||||||||
Chinese Lender [Member] | April 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 3,496 | ||||||||||||||||||||||||||||||||||||||||
Interest per annum | 9% | ||||||||||||||||||||||||||||||||||||||||
Chinese Lender [Member] | January 2019 to December 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 11,515 | ||||||||||||||||||||||||||||||||||||||||
Interest per annum | 6% | ||||||||||||||||||||||||||||||||||||||||
Principal payments | $ 8,155 | ||||||||||||||||||||||||||||||||||||||||
Qualified SPAC Merger [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Fair value notes payable | $ 17,712 | $ 17,712 | |||||||||||||||||||||||||||||||||||||||
Outstanding principal, accrued and unpaid interest, percentage | 130% | ||||||||||||||||||||||||||||||||||||||||
Brich Lake [Member] | Notes Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Convertible premium | 50% | ||||||||||||||||||||||||||||||||||||||||
Brich Lake [Member] | Notes Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 5,240 | ||||||||||||||||||||||||||||||||||||||||
Notes payable accrued interest | 15.75 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | 5,600 | ||||||||||||||||||||||||||||||||||||||||
Debt issuance cost | 307 | ||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 6.5 | ||||||||||||||||||||||||||||||||||||||||
Brich Lake [Member] | Notes Payable Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Liquidation premium | 42% | ||||||||||||||||||||||||||||||||||||||||
Brich Lake [Member] | Notes Payable Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Liquidation premium | 52% | ||||||||||||||||||||||||||||||||||||||||
Chinese Lender [Member] | Two Thousand Seventeen And Two Thousand Eighteen Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Borrowed amount | $ 4,371 | $ 4,371 | |||||||||||||||||||||||||||||||||||||||
maturity date | 700 | ||||||||||||||||||||||||||||||||||||||||
Carrying value | $ 730 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
June 2021 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | October 31, 2026 | ||||||
Contractual Interest Rates | 0% | 0% | |||||
Unpaid Principal Balance | $ 4,012 | $ 4,012 | |||||
Fair Value Measurement Adjustments | 612 | 612 | |||||
Original issue discount and proceeds allocated to warrants | (955) | ||||||
Net Carrying Value | 3,669 | 3,669 | |||||
Interest Expense for the Three and Nine Months Ended September 30, 2022 | |||||||
Optional Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | October 31, 2026 | ||||||
Contractual Interest Rates | 15% | 15% | |||||
Unpaid Principal Balance | $ 2,687 | $ 2,687 | |||||
Fair Value Measurement Adjustments | 737 | 737 | |||||
Original issue discount and proceeds allocated to warrants | (912) | ||||||
Net Carrying Value | 2,512 | 2,512 | |||||
Interest Expense for the Three and Nine Months Ended September 30, 2022 | $ 28 | $ 2,572 | |||||
Bridge Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | August 14, 2026 | ||||||
Contractual Interest Rates | 10% | 10% | |||||
Unpaid Principal Balance | $ 44,500 | $ 44,500 | |||||
Fair Value Measurement Adjustments | 7,690 | 7,690 | |||||
Original issue discount and proceeds allocated to warrants | (11,421) | ||||||
Net Carrying Value | 40,769 | 40,769 | |||||
Interest Expense for the Three and Nine Months Ended September 30, 2022 | $ 418 | $ 418 | |||||
Notes payable – China various other One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | Due on Demand | Various Dates 2021 | [1] | ||||
Contractual Interest Rates | 0% | 0% | 6% | [1] | |||
Unpaid Principal Balance | $ 4,902 | $ 4,902 | $ 4,869 | [1] | |||
Fair Value Measurement Adjustments | [1] | ||||||
Net Carrying Value | 4,902 | $ 4,902 | $ 4,807 | [1] | |||
Auto loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date Auto loans | October 26, 2026 | Various | |||||
Contractual Interest Rates Auto loans | 7% | Various | |||||
Unpaid Principal Balance Auto loans | 106 | $ 106 | |||||
Fair Value Measurement Adjustments Auto loans | |||||||
Original issue discount and proceeds allocated to warrants Auto loans | |||||||
Net Carrying Value Auto loans | 106 | 106 | $ 121 | ||||
Interest Expense for the Three and Nine Months Ended September 30, 2022Auto loans | |||||||
interest Expenses [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | 56,207 | 56,207 | |||||
Fair Value Measurement Adjustments | 9,039 | 9,039 | |||||
Original issue discount and proceeds allocated to warrants | (13,288) | ||||||
Net Carrying Value | 51,958 | 51,958 | |||||
Interest Expense for the Three and Nine Months Ended September 30, 2022 | $ 446 | $ 2,990 | |||||
March 1, 2021 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | March 1, 2022 | March 1, 2022 | [2] | ||||
Contractual Interest Rates | 14% | 14% | 14% | [2] | |||
Unpaid Principal Balance | [2] | $ 55,000 | |||||
Fair Value Measurement Adjustments | $ (1,695) | $ (1,695) | 7,692 | [2] | |||
Net Carrying Value | $ 56,695 | 56,695 | $ 56,695 | [2] | |||
Cash Payment | $ (55,000) | ||||||
August 26, 2021 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | March 1, 2022 | March 1, 2022 | [2] | ||||
Contractual Interest Rates | 14% | 14% | 14% | [2] | |||
Unpaid Principal Balance | [2] | $ 30,000 | |||||
Fair Value Measurement Adjustments | $ (924) | $ (924) | 1,011 | [2] | |||
Net Carrying Value | 30,924 | 30,924 | $ 30,924 | [2] | |||
Payment Premium | $ 2,065 | 2,065 | |||||
Cash Payment | $ (32,065) | ||||||
June 2021 Notes One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | October 31, 2026 | ||||||
Contractual Interest Rates | 0% | 0% | |||||
Fair Value Measurement Adjustments | $ 917 | $ 917 | |||||
Net Carrying Value | $ 35,071 | 35,071 | |||||
Conversion into Class A Common Stock | $ (35,988) | ||||||
Optional Notes Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | October 31, 2026 | ||||||
Contractual Interest Rates | 15% | 15% | |||||
Fair Value Measurement Adjustments | $ (704) | $ (704) | |||||
Net Carrying Value | $ 31,934 | 31,934 | |||||
Conversion into Class A Common Stock | $ (31,230) | ||||||
PPP Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | April 17, 2022 | ||||||
Contractual Interest Rates | 1% | 1% | |||||
Fair Value Measurement Adjustments | |||||||
Net Carrying Value | 193 | 193 | |||||
Payment Premium | |||||||
Cash Payment | (193) | ||||||
Conversion into Class A Common Stock | |||||||
Interest expense One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fair Value Measurement Adjustments | (2,406) | (2,406) | |||||
Net Carrying Value | 154,817 | 154,817 | |||||
Payment Premium | $ 2,065 | 2,065 | |||||
Cash Payment | (87,258) | ||||||
Conversion into Class A Common Stock | $ (67,218) | ||||||
March 1, 2021 Notes One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | March 1, 2022 | ||||||
Contractual Interest Rates | 14% | ||||||
Unpaid Principal Balance | $ 55,000 | ||||||
Fair Value Measurement Adjustments | 7,692 | ||||||
Original issue discount and proceeds allocated to warrants | (5,997) | ||||||
Net Carrying Value | $ 56,695 | ||||||
August 26, 2021 Notes One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | March 1, 2022 | ||||||
Contractual Interest Rates | 14% | ||||||
Unpaid Principal Balance | $ 30,000 | ||||||
Fair Value Measurement Adjustments | 1,011 | ||||||
Original issue discount and proceeds allocated to warrants | (87) | ||||||
Net Carrying Value | $ 30,924 | ||||||
June 9, 2021 Note 1 and Note 2 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | December 9, 2022 | ||||||
Unpaid Principal Balance | $ 40,000 | ||||||
Fair Value Measurement Adjustments | 8,503 | ||||||
Original issue discount and proceeds allocated to warrants | (9,522) | ||||||
Net Carrying Value | $ 38,981 | ||||||
August 10, 2021 Optional Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | February 10, 2023 | ||||||
Contractual Interest Rates | 15% | ||||||
Unpaid Principal Balance | $ 33,917 | ||||||
Fair Value Measurement Adjustments | 12,283 | ||||||
Original issue discount and proceeds allocated to warrants | (11,518) | ||||||
Net Carrying Value | $ 34,682 | ||||||
Notes payable - China various other [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | [1] | Due on demand | Due on Demand | ||||
Contractual Interest Rates | [1] | 9% | |||||
Unpaid Principal Balance | [1] | $ 5,458 | $ 3,677 | ||||
Fair Value Measurement Adjustments | [1] | ||||||
Net Carrying Value | [1] | $ 5,458 | $ 3,659 | ||||
PPP Loan Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date | April 17, 2022 | ||||||
Contractual Interest Rates | 1% | ||||||
Unpaid Principal Balance | $ 193 | ||||||
Fair Value Measurement Adjustments | |||||||
Original issue discount and proceeds allocated to warrants | |||||||
Net Carrying Value | $ 193 | ||||||
Auto loans Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Maturity Date Auto loans | Various | ||||||
Contractual Interest Rates Auto loans | Various | ||||||
Unpaid Principal Balance Auto loans | $ 121 | ||||||
Fair Value Measurement Adjustments Auto loans | |||||||
Original issue discount and proceeds allocated to warrants Auto loans | |||||||
Net Carrying Value Auto loans | 121 | ||||||
Total notes payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unpaid Principal Balance | 164,689 | ||||||
Fair Value Measurement Adjustments | 29,489 | ||||||
Original issue discount and proceeds allocated to warrants | (27,124) | ||||||
Net Carrying Value | $ 167,054 | ||||||
[1]The Company issued notes with various third parties through its operations in China.[2]On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000, receiving net proceeds of $51,510, inclusive of a 4.00% original issue discount and $90 of debt issuance costs paid directly by the lender. The notes payable are collateralized by a first lien on virtually all tangible and intangible assets of the Company and bear interest at 14% per annum. The notes payable mature on March 1, 2022. |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of fair value of financial instruments - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
March 1, 2021 Notes [Member] | ||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | ||
Outstanding principal | $ 55,000 | |
Accrued interest | 6,455 | |
Interest expense | 1,266 | |
Principal payments | 55,000 | |
Interest payments | 7,721 | |
August 26, 2021 Notes [Member] | ||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | ||
Outstanding principal | 30,000 | |
Accrued interest | 1,473 | |
Interest expense | 662 | |
Principal payments | 30,000 | |
Interest payments | 2,135 | |
Payment Premium payments | $ 2,065 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of principal maturities of notes payable - USD ($) | Dec. 15, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2016 |
Schedule Of Principal Maturities Of Notes Payable [Abstract] | ||||
Due on demand | $ 4,902,000 | $ 13,655,000 | ||
2022 | 4,012,000 | 130,772,000 | ||
2023 | 2,687,000 | $ 33,917,000 | ||
2026 | 44,606,000 | |||
Total | $ 10,000 | $ 56,207,000 | $ 10,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | |||
Leases expire | 2032 | ||
Lease term | 5 years | ||
Rent expense | $ 1,131 | $ 2,361 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of total lease costs - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 91 | $ 273 |
Interest on lease liabilities | 169 | 520 |
Total finance lease cost | 260 | 793 |
Operating lease cost | 434 | 1,966 |
Variable lease cost | 24 | 425 |
Total lease cost | $ 718 | $ 3,184 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future lease payments $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Operating Leases [Member] | |
Leases (Details) - Schedule of future lease payments [Line Items] | |
2022 | $ 1,289 |
2023 | 5,259 |
2024 | 5,482 |
2025 | 5,243 |
2026 | 5,197 |
Thereafter | 12,173 |
Total | 34,643 |
Less: Imputed Interest | 13,516 |
Present value of net lease payments | 21,127 |
Lease liability, current portion | 2,487 |
Lease liability, net of current portion | 18,640 |
Total lease liability | 21,127 |
Finance Leases [Member] | |
Leases (Details) - Schedule of future lease payments [Line Items] | |
2022 | 643 |
2023 | 2,166 |
2024 | 1,757 |
2025 | 1,792 |
2026 | 1,828 |
Thereafter | 1,864 |
Total | 10,050 |
Less: Imputed Interest | 1,326 |
Present value of net lease payments | 8,724 |
Lease liability, current portion | 1,807 |
Lease liability, net of current portion | 6,917 |
Total lease liability | $ 8,724 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental information and non-cash activities related to operating and finance lease $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows from operating leases | $ 1,966 |
Operating cash flows from finance leases | 520 |
Financing cash flows from finance leases | 1,410 |
Total | 3,896 |
Lease liabilities arising from new right-of-use assets | |
Operating leases | $ 11,906 |
Operating leases | 6 years 2 months 12 days |
Finance leases | 5 years |
Weighted average discount rate | |
Operating leases | 15.60% |
Finance leases | 5.70% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of minimum aggregate future obligations under non-cancelable operating leases $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Minimum Aggregate Future Obligations Under Non Cancelable Operating Leases Abstract | |
2022 | $ 2,384 |
2023 | 2,695 |
2024 | 2,775 |
2025 | 2,859 |
2026 | 2,944 |
Thereafter | 991 |
Noncancelable operating leases total | $ 14,648 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of minimum aggregate future minimum lease payments under capital leases $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Minimum Aggregate Future Minimum Lease Payments Under Capital Leases Abstract | |
2022 | $ 2,574 |
2023 | 2,166 |
2024 | 1,757 |
2025 | 1,792 |
2026 | 1,840 |
Thereafter | 1,864 |
Capital leases total | $ 11,993 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 15, 2022 USD ($) shares | Dec. 13, 2022 shares | Oct. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Aug. 14, 2022 USD ($) | Jul. 26, 2022 | Jan. 31, 2022 USD ($) | Dec. 31, 2016 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Accrued contingent liabilities | $ 22,417,000 | $ 22,417,000 | $ 16,881,000 | $ 6,025,000 | ||||||||
Unpaid lease expenses | 6,400,000 | |||||||||||
Legal claims in cash | 1,800,000 | 2,500,000 | ||||||||||
Settlement payment | 1,200,000 | 1,200,000 | ||||||||||
Initial settlement payment | 1,800,000 | |||||||||||
Relieved liability | 1,200,000 | 1,200,000 | ||||||||||
Additional settlement | $ 3,400,000 | |||||||||||
Reservation received for vehicle | 14,000 | |||||||||||
Unpaid interest | 14,000 | |||||||||||
Purchase obligations | 388,672,000 | |||||||||||
rent expense | 2,665,000 | 2,452,000 | ||||||||||
Contingent liabilities | 16,881,000 | 5,025,000 | ||||||||||
Issue stock options (in Shares) | shares | 613,259 | 284,958 | ||||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 2.55 | |||||||||||
Grant date fair value | $ 8,459,000 | |||||||||||
General and administrative expense | 21,732,000 | $ 4,265,000 | $ 6,309,000 | 6,082,000 | ||||||||
Additional cash | $ 10,000 | $ 56,207,000 | $ 56,207,000 | $ 10,000 | ||||||||
Interest percentage | 15% | 15% | 12% | 10% | ||||||||
Reversal of accrued expenses | 2,255,000 | |||||||||||
Unpaid vendor payments | 6,082,000 | |||||||||||
Other Liabilities [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Non-current contingent liabilities | 1,000,000 | |||||||||||
Minimum [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Lease term | 3 years | |||||||||||
Additional cash | $ 52,000 | |||||||||||
Maximum [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Lease term | 5 years | |||||||||||
Additional cash | $ 57,000 | |||||||||||
Legal Matters [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Accrued contingent liabilities | $ 5,000,000 | |||||||||||
Settled Legal Matter [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Legal claims in cash | $ 2,850,000 | |||||||||||
Outstanding Legal Dispute [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Outstanding legal expenses | $ 7,584,000 | |||||||||||
Outstanding Legal Matter, Breach of Lease [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Related legal dispute | 5,400,000 | |||||||||||
Outstanding Legal Matter, Breach of Service Contract [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Related legal dispute | 1,672,000 | |||||||||||
Outstanding Legal Dispute for Software Infringement [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Related legal dispute | 1,200,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Issue stock options (in Shares) | shares | 847,800 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Additional cash | $ 3,400,000 | |||||||||||
Interest percentage | 5% | |||||||||||
Subsequent Event [Member] | Outstanding Legal Dispute for Breach of Lease [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Pay in cash | $ 1,800,000 | |||||||||||
Forecast [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Interest percentage | 5% | |||||||||||
Forecast [Member] | Outstanding Legal Dispute for Breach of Lease [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Additional cash | $ 3,400,000 | |||||||||||
Interest percentage | 5% | |||||||||||
Palantir Technologies Inc. [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Invested amount | $ 25,000,000 | |||||||||||
Committed to pay hosting fees | $ 47,000,000 | |||||||||||
Hosting fees | $ 5,333,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Annual base salary reduction | 25% | |||||||||||
Issue stock options (in Shares) | shares | 1,130,422 | |||||||||||
Chief Product And User Ecosystem Officer [Member] | ||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||
Annual base salary reduction | 25% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 23, 2022 $ / shares shares | Aug. 09, 2022 shares | Aug. 09, 2022 shares | Jul. 21, 2021 shares | May 13, 2021 USD ($) | May 13, 2021 USD ($) | Apr. 09, 2021 USD ($) | Sep. 30, 2022 shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Private warrants | 398,420 | 398,420 | 186 | ||||||||
Warrants outstanding | 31,118,718 | 30,276,958 | |||||||||
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.6427 | $ 0.5 | |||||||||
Aggregate exercise price of warrant reserve (in Dollars) | $ | $ 20,000 | ||||||||||
Number of warrants or rights outstanding. | 29,158,364 | 29,158,364 | |||||||||
Change in fair value measurements (in Dollars) | $ | $ 1,238 | ||||||||||
Stock issued | 76,140,000 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||||
Number of vote | 1 | ||||||||||
Consecutive trading | 20 | ||||||||||
Weighted average equity market capitalization (in Dollars) | $ | $ 20,000,000,000 | ||||||||||
Accrued interest converted (in Dollars) | $ | $ 3,677,000 | ||||||||||
Company paid (in Dollars) | $ | $ 139,557,000 | ||||||||||
Warrant [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Exercise price per warrant (in Dollars per share) | $ / shares | $ 0.5 | ||||||||||
Class A Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Common stock, shares issued | 345,794,368 | 345,794,368 | 168,693,323 | 93,099,596 | |||||||
Stock issued | 20,264,715 | 89,152,131 | |||||||||
Number of vote | 1 | ||||||||||
Conversion ratio | 1 | ||||||||||
Aggregating principal amount (in Dollars) | $ | $ 90,869,000 | $ 130,479,000 | |||||||||
Accrued interest converted (in Dollars) | $ | $ 43,490,000 | $ 29,958,000 | |||||||||
Shares issued | 24,464,994 | ||||||||||
Conversion of shares | 20,779,412 | ||||||||||
Class A Common Stock [Member] | Class B Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Stock issued | 68,742,020 | ||||||||||
Class B Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Common stock, shares issued | 64,000,588 | 64,000,588 | 64,000,588 | ||||||||
Stock issued | 64,000,588 | ||||||||||
Number of votes after qualifying event | 10 | ||||||||||
Conversion ratio | 1 | ||||||||||
Class B Common Stock [Member] | Class B Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Stock issued | 64,000,588 | ||||||||||
Class B Preferred Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Conversion of shares | 20,779,412 | ||||||||||
Notes Payable, Other Payables [Member] | Class A Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Aggregating principal amount (in Dollars) | $ | $ 75,100,000 | ||||||||||
Accrued interest converted (in Dollars) | $ | $ 23,275,000 | ||||||||||
Notes Payable, Other Payables [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Shares issued from conversion | 7,823,306 | ||||||||||
Affiliated Entity [Member] | Notes Payable, Other Payables [Member] | Class A Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Shares issued from conversion | 6,921,814 | ||||||||||
Notes Payable, Related Party [Member] | Affiliated Entity [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Aggregating principal amount (in Dollars) | $ | $ 194,810,000 | ||||||||||
Accrued interest converted (in Dollars) | $ | $ 71,764 | ||||||||||
Notes Payable, Related Party [Member] | Affiliated Entity [Member] | Class A Common Stock [Member] | |||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||
Aggregating principal amount (in Dollars) | $ | $ 90,869,000 | $ 130,479,000 | |||||||||
Accrued interest converted (in Dollars) | $ | $ 43,490,000 | $ 29,958,000 | |||||||||
Shares issued from conversion | 10,888,580 | 11,566,196 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of authorized, issued and outstanding stock - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Total, Authorized Shares | 835,000,000 | 835,000,000 | 835,000,000 |
Total, Issued Shares | 409,794,956 | 168,693,323 | 157,100,184 |
Total, Shares to be Issued | 153,152,718 | ||
Total, Total Issued and to be Issued Shares | 321,846,041 | 157,100,184 | |
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Authorized Shares | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred Stock, Issued Shares | |||
Preferred Stock, Shares to be Issued | |||
Preferred Stock, Total Issued and to be Issued Shares | |||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Class A Common Stock, Authorized Shares | 750,000,000 | 750,000,000 | 750,000,000 |
Class A Common Stock, Issued Shares | 345,794,368 | 168,693,323 | 93,099,596 |
Class A Common Stock, Shares to be Issued | 89,152,130 | ||
Class A Common Stock, Total Issued and to be Issued Shares | 257,845,453 | 93,099,596 | |
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Class B Common Stock, Authorized Shares | 75,000,000 | 75,000,000 | 75,000,000 |
Class B Common Stock, Issued Shares | 64,000,588 | 64,000,588 | |
Class B Common Stock, Shares to be Issued | 64,000,588 | ||
Class B Common Stock, Total Issued and to be Issued Shares | 64,000,588 | 64,000,588 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of outstanding warrants to purchase - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | |||
Class of Warrant or Right [Line Items] | |||||
Number of Warrants | 95,855,661 | 28,196,377 | |||
Exercise Price (in Dollars per share) | $ 0.01 | ||||
Public Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of Warrants | 23,375,988 | [1] | 22,977,568 | ||
Exercise Price (in Dollars per share) | $ 11.5 | [1] | $ 11.5 | ||
Expiration Date | July 21, 2026 | [1] | July 21, 2026 | ||
Private Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of Warrants | 276,131 | [2] | 674,551 | [3],[4] | |
Exercise Price (in Dollars per share) | $ 11.5 | [2] | $ 11.5 | [3],[4] | |
Expiration Date | July 21, 2026 | [2] | July 21, 2026 | [3],[4] | |
ATW NPA Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of Warrants | [5] | 28,431,635 | |||
Exercise Price (in Dollars per share) | [5] | $ 0.64 | |||
Expiration Date | [5] | Various through August 10, 2028 | |||
Bridge Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of Warrants | [6] | 42,342,839 | |||
Exercise Price (in Dollars per share) | [6] | $ 0.71 | |||
Expiration Date | [6] | Various through September 23, 2029 | |||
Other Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of Warrants | 1,429,068 | 4,544,258 | |||
Exercise Price (in Dollars per share) | $ 4.69 | $ 10 | |||
Expiration Date | August 5, 2027 | Various through August 10, 2028 | |||
[1] On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value. The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021. On September 23, 2022, the Company and Purchasers of the ATW NPA Notes entered into an agreement to place a total of 31,118,718 outstanding warrants related to the Optional Notes and the June 2021 Notes (see Note 9, Notes Payable) The Bridge Warrants are recorded in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022. The warrants were issued pursuant to the SPA and recorded at fair value at each issuance date and at September 30, 2022. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||
Jul. 21, 2021 | Jan. 27, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2021 | May 02, 2019 | Feb. 01, 2018 | |
Stock Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Awards outstanding | 43,410,364 | 49,573,570 | 49,573,570 | |||||
Percent of number of shares | 5% | |||||||
Stock-based compensation expense for unvested stock options (in Dollars) | $ 4,368 | |||||||
Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense for unvested stock options (in Dollars) | $ 8,812 | $ 13,679 | ||||||
Authorized to grant | 42,390,000 | |||||||
Fair value of options vested (in Dollars) | 7,016 | $ 4,953 | ||||||
STI Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Authorized to grant | 14,130,000 | |||||||
Vested options | 399,553 | |||||||
Vested options per share (in Dollars per share) | $ 2.767 | |||||||
Accrued outstanding rent payments (in Dollars) | $ 947 | |||||||
2019 Special Talent Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense for unvested stock options (in Dollars) | $ 7,600 | |||||||
Expected weighted average period | 3 years 10 months 24 days | |||||||
Authorized to grant | 14,130,000 | |||||||
Fair value of options vested (in Dollars) | $ 3,106 | $ 6,860 | ||||||
FF Global Partners LLC [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Granted to executives and employees of the company | 24,000,000 | |||||||
Subscription price per share (in Dollars per share) | $ 0.5 | |||||||
Installments term | 10 years | |||||||
Share-Based Payment Arrangement, Option [Member] | Stock Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Expected weighted average period | 2 years 5 months 19 days | |||||||
Share-Based Payment Arrangement, Option [Member] | Equity Incentive Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Expected weighted average period | 2 years 6 months 7 days | 3 years | ||||||
Share-Based Payment Arrangement, Option [Member] | STI Plan [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Stock-based compensation expense for unvested stock options (in Dollars) | $ 5,630 | |||||||
Expected weighted average period | 3 years 7 months 6 days | |||||||
Restricted Stock [Member] | Deferred Salary And Bonuses Settlement [Member] | ||||||||
Stock-Based Compensation (Details) [Line Items] | ||||||||
Subscription price per share (in Dollars per share) | $ 13.78 | |||||||
Stock issued from awards | 1,404,459 | |||||||
Vesting period | 90 days | |||||||
Cancellation of restricted stock awards | 53,489 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock option activity - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 15, 2022 | Dec. 13, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||||||
Beginning balance, Weighted Average Remaining Contractual Life (Years) | 8 years | |||||
Beginning balance, Aggregate Intrinsic Value (in Dollars) | $ 13,905 | |||||
Ending balance, Weighted Average Remaining Contractual Life (Years) | 7 years 11 months 26 days | |||||
Granted, Number of Options | 613,259 | 284,958 | ||||
Granted, Weighted Average Exercise Price (in Dollars per share) | $ 2.55 | |||||
Exercised, Number of Options | (1,035,399) | |||||
Exercised, Aggregate Intrinsic Value (in Dollars) | $ 1,678 | |||||
Stock Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||||||
Ending balance, Number of Options | 6,163,206 | |||||
Ending balanc, Weighted Average Exercise Price (in Dollars per share) | $ 3,560 | |||||
Granted, Number of Options | 6,632,387 | |||||
Granted, Weighted Average Exercise Price (in Dollars per share) | $ 3.68 | |||||
Cancelled/forfeited, Number of Options | (469,181) | |||||
Cancelled/forfeited, Weighted Average Exercise Price (in Dollars per share) | $ 5.32 | |||||
Equity Incentive Plan [Member] | ||||||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||||||
Beginning balance, Number of Options | 31,962,921 | |||||
Beginning balance, Weighted Average Exercise Price (in Dollars per share) | $ 2,810 | |||||
Beginning balance, Weighted Average Remaining Contractual Life (Years) | 8 years 9 months | |||||
Ending balance, Number of Options | 25,272,474 | |||||
Ending balanc, Weighted Average Exercise Price (in Dollars per share) | $ 2,820 | |||||
Ending balance, Weighted Average Remaining Contractual Life (Years) | 9 years 6 months 18 days | 7 years 9 months 7 days | ||||
Granted, Weighted Average Remaining Contractual Life (Years) | ||||||
Exercised, Number of Options | (1,606,795) | (2,757,671) | ||||
Exercised, Weighted Average Exercise Price (in Dollars per share) | $ 2,520 | $ 2.3 | ||||
Cancelled/forfeited, Number of Options | (5,083,652) | (969,240) | ||||
Cancelled/forfeited, Weighted Average Exercise Price (in Dollars per share) | $ 2.57 | $ 3.65 | ||||
STI Plan [Member] | ||||||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | ||||||
Beginning balance, Number of Options | 9,526,727 | |||||
Beginning balance, Weighted Average Exercise Price (in Dollars per share) | $ 5,550 | |||||
Beginning balance, Weighted Average Remaining Contractual Life (Years) | 7 years 9 months 7 days | 9 years 3 months 3 days | ||||
Beginning balance, Aggregate Intrinsic Value (in Dollars) | $ 86,075 | |||||
Ending balance, Number of Options | 6,457,011 | |||||
Ending balanc, Weighted Average Exercise Price (in Dollars per share) | $ 6,510 | |||||
Ending balance, Weighted Average Remaining Contractual Life (Years) | 7 years 2 months 1 day | 8 years 3 days | ||||
Ending balance, Aggregate Intrinsic Value (in Dollars) | $ 74 | |||||
Granted, Weighted Average Remaining Contractual Life (Years) | ||||||
Exercised, Number of Options | (2,181,335) | (1,630,925) | ||||
Exercised, Weighted Average Exercise Price (in Dollars per share) | $ 2,500 | $ 2.54 | ||||
Exercised, Aggregate Intrinsic Value (in Dollars) | $ 3,658 | |||||
Cancelled/forfeited, Number of Options | (888,381) | (848,955) | ||||
Cancelled/forfeited, Weighted Average Exercise Price (in Dollars per share) | $ 8.04 | $ 2.68 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of weighted-average assumptions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Weighted Average Assumptions Abstract | ||
Risk-free interest rate | 2.46% | 0.79% |
Expected term (in years) | 7 years 1 month 28 days | 6 years 18 days |
Expected volatility | 42.17% | 42.10% |
Dividend yield | 0% | 0% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 3,319 | $ 5,053 | $ 9,793 | $ 8,521 |
Research and development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 2,311 | 1,879 | 7,012 | 2,873 |
Sales and marketing [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 301 | 538 | 926 | 847 |
General and administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 707 | $ 2,636 | $ 1,855 | $ 4,801 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of anti-dilutive shares excluded from calculation of diluted net loss per share - USD ($) $ / shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 222,604,770 | 80,236,847 | 78,695,235 | 37,165,739 |
Bridge Notes (in Dollars) | $ 46,918,768 | |||
Make-Whole Amount (in Dollars) | $ 32,954,973 | |||
ATW NPA Warrants (in Dollars per share) | $ 28,431,635 | $ 3,874,166 | ||
Bridge Warrants | 42,342,839 | |||
Restricted stock awards | 1,364,018 | |||
Stock-based compensation awards – SI Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 6,163,206 | |||
Stock-based compensation awards – EI Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 25,272,474 | 32,137,760 | ||
Stock-based compensation awards – STI Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 6,457,011 | 9,529,482 | ||
Public Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 23,375,988 | 22,977,568 | 22,977,568 | |
Private Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 276,131 | 674,551 | 674,551 | |
Other warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 1,429,068 | 670,092 | ||
Convertible notes payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 8,982,677 | 9,009,210 | 9,009,210 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 15, 2022 USD ($) $ / shares shares | Dec. 13, 2022 $ / shares shares | Dec. 02, 2022 $ / shares shares | Dec. 02, 2022 $ / shares shares | Nov. 21, 2022 USD ($) $ / shares shares | Oct. 19, 2022 USD ($) $ / shares shares | Oct. 15, 2022 $ / shares shares | Oct. 10, 2022 USD ($) $ / shares shares | Sep. 14, 2022 USD ($) shares | Apr. 14, 2022 | Mar. 04, 2022 USD ($) | Nov. 30, 2022 | Nov. 23, 2022 $ / shares shares | Oct. 31, 2022 USD ($) | Oct. 25, 2022 $ / shares shares | Oct. 19, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) ft² | Jan. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2021 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 shares | Dec. 31, 2021 shares | Nov. 22, 2022 shares | Aug. 14, 2022 USD ($) $ / shares | Dec. 31, 2020 shares | Dec. 31, 2016 USD ($) | ||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price amount | $ | $ 67,218 | ||||||||||||||||||||||||||
Conversion of convertible securities | 64,843,850 | ||||||||||||||||||||||||||
Stockholder approval description | On November 8, 2022, the Company entered into a Limited Consent and Amendment to the SPA (the “Fourth Amendment”), pursuant to which the parties agreed that (i) in no event will the effective conversion price of any interest or interest make-whole amount payable in shares of Class A Common Stock in respect of Bridge Notes issued or issuable under the SPA be lower than $0.21 per share of Class A Common Stock, and (ii) in order for the Company to make payment of any interest or interest make-whole amount in shares of Class A Common Stock, certain price and volume requirements must be met, namely that (x) the VWAP of the Class A Common Stock is not less than $0.21 per share on any trading day during the preceding seven trading day period, and (y) the total volume of the Class A Common Stock does not drop below $1,500 on any trading day during the same period (in each case, as adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions). | ||||||||||||||||||||||||||
Aggregate principal amount | $ | $ 10,000 | $ 56,207,000 | $ 10,000 | ||||||||||||||||||||||||
Common stock, shares authorized | 900,000,000 | ||||||||||||||||||||||||||
Aggregate principal amount | $ | $ 31,878 | ||||||||||||||||||||||||||
Bridge warrant exercises description | On November 30, 2022, December 1, 2022, and December 15, 2022, Purchasers exercised 8,559,863 Bridge Warrants using exercise prices of $0.28 to $0.23 per share into 8,559,863 shares of Class A Common Stock. | ||||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 0.23 | ||||||||||||||||||||||||||
Investors exercised | $ / shares | $ 3,516,480 | ||||||||||||||||||||||||||
Total grant | 613,259 | 284,958 | |||||||||||||||||||||||||
Grant value share price | $ / shares | $ 0.48 | $ 0.37 | |||||||||||||||||||||||||
Receiving annual base salary reduction, percentage | 25% | ||||||||||||||||||||||||||
Transaction costs | $ | $ 9,000 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Common stock, shares authorized | 825,000,000 | ||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price amount | $ | $ 6,699 | ||||||||||||||||||||||||||
Conversion of convertible securities | 11,496,868 | ||||||||||||||||||||||||||
Common stock, shares authorized | 900,000,000 | ||||||||||||||||||||||||||
Paid in cash | $ | $ 1,800,000 | ||||||||||||||||||||||||||
Interest, percentage | 5% | ||||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Receiving annual base salary reduction, percentage | 25% | ||||||||||||||||||||||||||
Number of reservations received for vehicles | 14,000 | ||||||||||||||||||||||||||
Unpaid indications of interest | 14,000 | ||||||||||||||||||||||||||
Paid in cash | $ | $ 3,400,000 | ||||||||||||||||||||||||||
Interest, percentage | 5% | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Total grant | 1,130,422 | ||||||||||||||||||||||||||
Grant value share price | $ / shares | $ 0.48 | ||||||||||||||||||||||||||
Chief Executive Officer [Member] | Forecast [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Receiving annual base salary reduction, percentage | 25% | ||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Award granted per share | $ / shares | $ 0.5 | ||||||||||||||||||||||||||
Vesting, percentage | 25% | ||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Total grant | 261,979 | ||||||||||||||||||||||||||
Grant value share price | $ / shares | $ 1.4 | ||||||||||||||||||||||||||
Two Zero Two One SI Plan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Stock options granted | 828,408 | ||||||||||||||||||||||||||
Two Zero Two One SI Plan [Member] | Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Awards granted | 1,393,616 | 14,812,214 | 1,379,310 | ||||||||||||||||||||||||
Award granted per share | $ / shares | $ 330 | $ 0.58 | |||||||||||||||||||||||||
Vesting, percentage | 25% | ||||||||||||||||||||||||||
2021 SI Plan [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Total grant | 6,632,387 | ||||||||||||||||||||||||||
2021 SI Plan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Exercise price per share | $ / shares | $ 5.32 | ||||||||||||||||||||||||||
Stock options to employees | 3,646,557 | ||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ | $ 52,000 | ||||||||||||||||||||||||||
Lease, renewal term | 3 years | ||||||||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.89 | $ 0.89 | |||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ | $ 57,000 | ||||||||||||||||||||||||||
Lease, renewal term | 5 years | ||||||||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||
Contract Manufacturing and Supply Agreement [Member] | Forecast [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Initial term period | 9 years | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Vesting, percentage | 25% | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Vesting, percentage | 37.50% | ||||||||||||||||||||||||||
Share-Based Payment Arrangement, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Vesting, percentage | 37.50% | ||||||||||||||||||||||||||
Beverly Hills, California Flagship Store Lease [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Area of property | ft² | 13,000 | ||||||||||||||||||||||||||
Term of contract | 126 months | ||||||||||||||||||||||||||
Rent fees first 12 months | $ | $ 1,534,000 | ||||||||||||||||||||||||||
Percent increase in rent fees each 12 months thereafter | 3% | ||||||||||||||||||||||||||
Number of options to extend | 2 | ||||||||||||||||||||||||||
Lease, renewal term | 5 years | ||||||||||||||||||||||||||
Notice period | 9 months | ||||||||||||||||||||||||||
Tenant improvements | $ | $ 1,030,000 | ||||||||||||||||||||||||||
Letter of credit | $ | $ 1,500,000 | ||||||||||||||||||||||||||
Renewal term | 1 year | ||||||||||||||||||||||||||
Amended ATW Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price amount | $ | $ 4,012 | $ 2,687 | |||||||||||||||||||||||||
Bridge Notes [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.89 | ||||||||||||||||||||||||||
Bridge Notes [Member] | Minimum [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.23 | 0.23 | |||||||||||||||||||||||||
Make Whole Amount [Member] | Minimum [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | 0.35 | ||||||||||||||||||||||||||
Make Whole Amount [Member] | Maximum [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.53 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 2.69 | ||||||||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||||||||||||||||
CommonsStock share | 32,316,966 | ||||||||||||||||||||||||||
Common stock shares | 3,516,480 | ||||||||||||||||||||||||||
Total grant | 847,800 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible securities | [1] | 423,053 | 423,053 | ||||||||||||||||||||||||
Class A Common Stock [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.3 | $ 0.3 | |||||||||||||||||||||||||
Class A Common Stock [Member] | Amended ATW Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible securities | 6,269,031 | 5,227,837 | |||||||||||||||||||||||||
Conversion price per share | $ / shares | $ 0.51 | $ 0.64 | $ 0.51 | ||||||||||||||||||||||||
Class A Common Stock [Member] | Bridge Notes [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible securities | 14,369,722 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | Make Whole Amount [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible securities | 107,628,677 | ||||||||||||||||||||||||||
Class A Common Stock [Member] | Make Whole Amount [Member] | Subsequent Event [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Conversion of convertible securities | 26,910,917 | ||||||||||||||||||||||||||
New ATW Financing [Member] | Bridge Notes [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||||||||||||||
Aggregate principal amount | $ | $ 13,500 | ||||||||||||||||||||||||||
[1] The shares of the Company’s common stock prior to the Business Combination (as defined in Note 1) have been retrospectively recast to reflect the change in the capital structure as a result of the Business Combination as described in Note 3. |
Nature of Business and Organi_4
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment | 12 Months Ended |
Dec. 31, 2021 | |
Buildings [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 39 years |
Building Improvements [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 15 years |
Computer Hardware [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 5 years |
Tooling, Machinery, and Equipment [Member] | Minimum [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 5 years |
Tooling, Machinery, and Equipment [Member] | Maximum [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 10 years |
Vehicles [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 5 years |
Computer Equipment [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 3 years |
Leasehold Improvements [Member] | |
Nature of Business and Organization and Basis of Presentation (Details) - Schedule of depreciation and amortization on property and equipment [Line Items] | |
Useful Life | 15 |
Business Combination (Details)
Business Combination (Details) - Schedule of transaction costs $ in Thousands | 12 Months Ended |
Jul. 21, 2021 USD ($) | |
Schedule of Transaction Costs [Abstract] | |
Cash in the PSAC trust account at the Closing of the Business Combination | $ 229,583 |
Other current assets | 36 |
Accounts payable, accrued expenses, and other current liabilities | (225) |
Accrued transaction costs | (5,108) |
PSAC transaction costs assumed as part of the Business Combination | (18,040) |
Related party notes payable | (1,080) |
Private Warrants liability | (2,152) |
Obligation to issue registered shares of Class A Common Stock assumed as part of the Business Combination | (32,900) |
Net assets acquired | $ 170,114 |
Business Combination (Details_2
Business Combination (Details) - Schedule of common stock shares to issue business combination - shares | 12 Months Ended | ||
Dec. 31, 2021 | Sep. 23, 2022 | ||
Schedule of Common Stock Shares To Issue Business Combination [Abstract] | |||
Class A and B Ordinary Stock outstanding on July 1, 2021 | 30,276,958 | 31,118,718 | |
Class A Ordinary Stock issued through option exercises between July 1, 2021 and July 21, 2021, net of share repurchases | 1,035,399 | ||
Ordinary Stock outstanding prior to the Business Combination | 31,312,357 | ||
Conversion of Redeemable Preference Stock and Class B, Class A-1, Class A-2, and Class A-3 Convertible Preferred Stock into Class A and B Common Stock | 160,637,633 | ||
Issuance of Class A Common Stock in the Business Combination | 27,798,411 | ||
Conversion of assumed convertible notes into Class A Common Stock | 80,000 | ||
Total note conversion and share issuance pursuant to the reverse recapitalization | [1] | 188,516,044 | |
Conversion of liabilities into Class A Common Stock in the Business Combination | [2] | 24,464,994 | |
Shares attributable to reverse recapitalization | 244,293,395 | ||
Issuance of Class A Common Stock attributable to PIPE Financing | 76,140,000 | ||
Total shares of Class A and Class B Common Stock as of the closing of the Business Combination and related transactions | 320,433,395 | ||
[1]The corresponding adjustment to APIC relates to the reverse recapitalization. The adjustment is comprised of (i) $170,114 which represents the fair value of the consideration transferred in the Business Combination, less the excess of the fair value of the shares issued over the value of the net monetary assets of PSAC, net of transaction costs related to the business combination (ii) $1,815,637 which represents the conversion of the Redeemable Preference Stock and Convertible Preferred Stock into Ordinary Stock and, (iii) $800 to settle an aggregate principal amount of related party convertible notes of PSAC into Class A Common Stock.[2]The Company committed to issue 6,921,814 shares of Class A Common Stock to convert related party notes payable (see Note 9, Related Party Notes Payable), 6,854,013 shares of Class A Common Stock to convert notes payable (see Note 10, Notes Payable), 9,618,542 shares of Class A Common Stock to convert liabilities in the Vendor Trust (see Note 11, Vendor Payables in Trust), 838,040 shares of Class A Common Stock to convert Future Work, and 232,585 shares of Class A Common Stock to settle other vendor liabilities. |
Business Combination (Details_3
Business Combination (Details) - Schedule of transaction costs related to Business Combination and PIPE financing $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule of Transaction Costs Related To Business Combination and Pipe Financing [Abstract] | |
Proceeds from issuance of Class A Common Stock in the Business Combination | $ 229,583 |
Transaction costs paid in connection with the Business Combination | (23,148) |
Net proceeds from issuance of Class A Common Stock in the Business Combination | 206,435 |
Net assets acquired and liabilities assumed in the Business Combination, exclusive of cash and accrued transaction costs | (3,421) |
Obligation to issue registered shares of Class A Common Stock for transaction services | (32,900) |
Net assets and liabilities acquired in the Business Combination | 170,114 |
Proceeds from issuance of Class A Common Stock in the PIPE Financing | 761,400 |
Transaction costs paid in connection with the issuance of Class A Common Stock in the PIPE Financing | (61,130) |
Reclassification of deferred transaction costs paid in prior periods against proceeds received in the Business Combination | (7,865) |
Net proceeds from issuance of Class A Common Stock in the PIPE Financing | 692,405 |
Transaction costs paid in connection with the Business Combination | (23,148) |
Transaction costs paid in connection with the PIPE Financing | (61,130) |
Reclassification of deferred transaction costs paid in prior periods against proceeds received in the Business Combination | (7,865) |
Obligation to issue registered shares of Class A Common Stock for transaction services | (32,900) |
Total transaction costs in connection with the Business Combination and the PIPE Financing | $ (125,043) |
Business Combination (Details_4
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit | 12 Months Ended | |
Dec. 31, 2021 shares | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 1,358,459,707 | |
Exchange Ratio | 0.1413 | |
Redeemable Preference Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 470,588,235 | |
Exchange Ratio | 0.001413 | |
Class B Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 452,941,177 | |
Exchange Ratio | 0.001413 | |
Class A-1 Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 73,306,184 | |
Exchange Ratio | 0.001413 | |
Class A-2 Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 138,737,629 | |
Exchange Ratio | 0.001413 | |
Class A-3 Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 1,281,976 | [1] |
Exchange Ratio | 0.001413 | [1] |
Class A Ordinary Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 71,551,672 | |
Exchange Ratio | 0.001413 | |
Class B Ordinary Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
Outstanding Shares Immediately Before Conversion on Closing Date | 150,052,834 | |
Exchange Ratio | 0.001413 | |
Class A Common Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 127,949,403 | |
Class A Common Stock [Member] | Redeemable Preference Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 66,494,117 | |
Class A Common Stock [Member] | Class A-1 Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 10,358,162 | |
Class A Common Stock [Member] | Class A-2 Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 19,603,624 | |
Class A Common Stock [Member] | Class A-3 Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 181,143 | [1] |
Class A Common Stock [Member] | Class A Ordinary Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 10,109,892 | |
Class A Common Stock [Member] | Class B Ordinary Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 21,202,465 | |
Class B [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 64,000,588 | |
Class B [Member] | Class B Convertible Preferred Stock [Member] | ||
Business Combination (Details) - Schedule of consolidated statements of stockholders’ equity deficit [Line Items] | ||
The Commitment to issue the Company’s Common Stock | 64,000,588 | |
[1]The Company issued Convertible Preferred Stock Class A-3 immediately prior to the Closing of the Business Combination to settle certain notes payable (see Note 10, Notes Payable). These shares converted into a commitment to issue Class A Common Stock upon the Closing. |
Variable Interest Entities an_2
Variable Interest Entities and Joint Ventures (Details) - USD ($) $ in Thousands | Sep. 14, 2022 | Nov. 22, 2020 | Aug. 05, 2020 | Sep. 07, 2021 | Dec. 31, 2020 | Mar. 24, 2019 |
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
Conversion of convertible securities (in Shares) | 64,843,850 | |||||
The9 Conditional Obligation [Member] | ||||||
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
Conditional obligation (in Dollars) | $ 1,128 | |||||
Liankong Technologies Co., Ltd. [Member] | ||||||
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
One-time license amount paid (in Dollars) | $ 50,000 | |||||
LeSEE [Member] | ||||||
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
Ownership interest | 99% | |||||
Class A Common Stock [Member] | The9 Conditional Obligation [Member] | ||||||
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
Conversion of convertible securities (in Shares) | 423,053 | |||||
The9 Limited [Member] | The9 Conditional Obligation [Member] | ||||||
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
Ownership percentage | 50% | |||||
Conditional obligation (in Dollars) | $ 5,000 | |||||
LeSEE Zhile Technology Co., Ltd. [Member] | LeSEE [Member] | ||||||
Variable Interest Entities and Joint Ventures (Details) [Line Items] | ||||||
Ownership interest transferred | 48% | |||||
Ownership interest | 1% |
Deposits and Other Current As_5
Deposits and Other Current Assets (Details) - Schedule of deposits and other current assets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deposits | |||
Deposits for research and development, prototype parts and other | $ 39,142 | $ 54,990 | $ 6,412 |
Deposits for Future Work | 5,388 | 8,380 | |
Total deposits | 63,370 | 6,412 | |
Other current assets | |||
Prepaid expenses | 19,300 | 11,119 | 762 |
Other current assets | 2,291 | 3,364 | |
Notes receivable | 40 | ||
Due from affiliate | 2,034 | ||
Total other current assets | $ 23,759 | $ 13,410 | $ 6,200 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (11,178) | $ (9,678) | $ (19,067) |
Total property and equipment, net | 411,657 | 293,135 | 293,933 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 13,043 | ||
Buildings [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 14,180 | 14,180 | 21,899 |
Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,940 | ||
Computer Hardware [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,112 | 3,051 | 4,058 |
Tooling, Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,916 | 8,868 | 5,451 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 337 | 337 | 583 |
Computer Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,027 | 1,032 | 7,095 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 383 | 297 | 298 |
Construction in Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 391,880 | $ 275,048 | $ 251,633 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |||
Schedule of Accrued Expenses And Other Current Liabilities [Abstract] | |||||
Accrued payroll and benefits | $ 21,752 | $ 19,180 | |||
Accrued legal contingencies | 16,881 | 5,025 | $ 14,606 | ||
Capital lease, current portion | 2,574 | 4,396 | |||
Tooling, machinery, and equipment received not invoiced | 7,243 | 509 | |||
Engineering, design, and testing services received not invoiced | 6,620 | 7,637 | |||
Deposits from customers | 4,354 | 3,523 | |||
Due to affiliates | 6,673 | 5,123 | 6,551 | ||
Obligation to issue registered shares of Class A Common Stock | 12,635 | [1] | [1] | ||
Other current liabilities | 11,780 | 14,626 | |||
Total accrued expenses and other current liabilities | $ 90,512 | $ 52,382 | |||
[1]The obligation to issue registered shares of Class A Common Stock was reclassified to Commitment to issue Class A Common Stock upon the adoption of ASU 2020-06 on January 1, 2022, and subsequently to Additional paid-in capital (“APIC”) upon the issuance of Class A Common Stock on July 21, 2022 (see Note 7, Fair Value of Financial Instruments). |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details) - Schedule of financial assets and liabilities measured on recurring basis - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Related party notes payable | $ 32,949 | |
Notes payable | $ 161,282 | 59,742 |
The9 Conditional Obligation | $ 1,128 | |
Private Warrants | 642 | |
Obligation to issue registered shares of Class A Common Stock | $ 12,635 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments (Details) - Schedule of summarizes financial instruments carried at fair value - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Notes Payable at Fair Value [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | $ 32,949 | $ 31,418 | ||
Proceeds | ||||
Changes in fair value measurements | 163 | 1,531 | ||
Balance ending | 32,949 | |||
Proceeds, net or original issuance discount | ||||
Original issue discount | [1] | |||
Proceeds allocated to equity classified warrants | ||||
Issuance of warrant liabilities | ||||
Transaction costs and consent fees charged to interest expense | ||||
Private warrant liability and obligation to issue registered shares assumed in Business Combination | ||||
Repayment of principal and liquidation premium | (27,593) | |||
Conversion to equity | (5,519) | |||
Notes Payable at Fair Value [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 161,282 | 59,742 | 22,326 | |
Proceeds | 30,000 | |||
Changes in fair value measurements | 31,008 | 7,416 | ||
Balance ending | 161,282 | 59,742 | ||
Proceeds, net or original issuance discount | 171,929 | |||
Original issue discount | [1] | 11,860 | ||
Proceeds allocated to equity classified warrants | (17,596) | |||
Issuance of warrant liabilities | ||||
Transaction costs and consent fees charged to interest expense | 5,022 | |||
Private warrant liability and obligation to issue registered shares assumed in Business Combination | ||||
Repayment of principal and liquidation premium | (48,210) | |||
Conversion to equity | (52,473) | |||
The9 Conditional Obligation [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 1,128 | 5,000 | ||
Proceeds | ||||
Changes in fair value measurements | 1,735 | (3,872) | ||
Balance ending | 1,128 | |||
Proceeds, net or original issuance discount | ||||
Original issue discount | [1] | |||
Proceeds allocated to equity classified warrants | ||||
Issuance of warrant liabilities | ||||
Transaction costs and consent fees charged to interest expense | ||||
Private warrant liability and obligation to issue registered shares assumed in Business Combination | ||||
Repayment of principal and liquidation premium | ||||
Conversion to equity | (2,863) | |||
Private Warrants [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 642 | |||
Proceeds | ||||
Changes in fair value measurements | (1,800) | |||
Balance ending | 642 | |||
Proceeds, net or original issuance discount | ||||
Original issue discount | [1] | |||
Proceeds allocated to equity classified warrants | ||||
Issuance of warrant liabilities | 290 | |||
Transaction costs and consent fees charged to interest expense | ||||
Private warrant liability and obligation to issue registered shares assumed in Business Combination | 2,152 | |||
Repayment of principal and liquidation premium | ||||
Conversion to equity | ||||
Obligation to issue Registered Shares of Class A Common Stock [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 12,635 | |||
Proceeds | ||||
Changes in fair value measurements | (20,265) | |||
Balance ending | 12,635 | |||
Proceeds, net or original issuance discount | ||||
Original issue discount | [1] | |||
Proceeds allocated to equity classified warrants | ||||
Issuance of warrant liabilities | ||||
Transaction costs and consent fees charged to interest expense | ||||
Private warrant liability and obligation to issue registered shares assumed in Business Combination | 32,900 | |||
Repayment of principal and liquidation premium | ||||
Conversion to equity | ||||
[1]Original issue discount represents the amount withheld by the note payable holder upon issuance of the note which will be paid, in addition to the full note payable principal, to the lender upon maturity of the notes payable. The original issue discount is included in Change in Fair Value Measurements on the Consolidated Statements of Operations and Comprehensive Loss. |
Related Party Notes Payable (_3
Related Party Notes Payable (Details) - Schedule of related party notes payable - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | ||
Debt Instrument [Line Items] | ||||
Unpaid Balance | $ 13,655 | $ 328,161 | ||
Net Carrying Value | $ 13,655 | 332,355 | $ 12,253 | |
Fair Value Measurement Adjustments | 5,356 | |||
0% Coupon Discount | (1,051) | |||
Loss (Gain) on Extinguishments | $ (111) | |||
Related party notes – China [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [1] | Due on Demand | Due on Demand | |
Contractual Interest Rates | [1] | 18.00% | 18.00% | |
Unpaid Balance | [1] | $ 9,411 | $ 9,196 | |
Net Carrying Value | [1] | $ 9,411 | 9,196 | |
Fair Value Measurement Adjustments | [1] | |||
0% Coupon Discount | [1] | |||
Loss (Gain) on Extinguishments | [1] | |||
Related party notes – China various other [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [2] | Due on Demand | Due on Demand | |
Contractual Interest Rates | [2] | 0.00% | 0% coupon, 10.00% imputed | |
Unpaid Balance | [2] | $ 4,244 | $ 6,548 | |
Net Carrying Value | [2] | $ 4,244 | 6,336 | |
Fair Value Measurement Adjustments | [2] | |||
0% Coupon Discount | [2] | (190) | ||
Loss (Gain) on Extinguishments | [2] | $ (22) | ||
Related party note One [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [3] | June 30, 2021 | ||
Contractual Interest Rates | [3] | 12.00% | ||
Unpaid Balance | [3] | $ 240,543 | ||
Net Carrying Value | [3] | 239,886 | ||
Fair Value Measurement Adjustments | [3] | |||
0% Coupon Discount | [3] | (861) | ||
Loss (Gain) on Extinguishments | [3] | $ 204 | ||
Related party note Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [4] | Due on Demand | ||
Contractual Interest Rates | [4] | 15.00% | ||
Unpaid Balance | [4] | $ 10,000 | ||
Net Carrying Value | [4] | 10,000 | ||
Fair Value Measurement Adjustments | [4] | |||
0% Coupon Discount | [4] | |||
Loss (Gain) on Extinguishments | [4] | |||
Related party notes – NPA tranche [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [5] | October 6, 2021 | ||
Contractual Interest Rates | [5] | 10.00% | ||
Unpaid Balance | [5] | $ 27,593 | ||
Net Carrying Value | [5] | 32,949 | ||
Fair Value Measurement Adjustments | [5] | 5,356 | ||
0% Coupon Discount | [5] | |||
Loss (Gain) on Extinguishments | [5] | |||
Related party notes – China various other one [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [2] | Due on Demand | ||
Contractual Interest Rates | [2] | 8.99% | ||
Unpaid Balance | [2] | $ 1,410 | ||
Net Carrying Value | [2] | 1,407 | ||
Fair Value Measurement Adjustments | [2] | |||
0% Coupon Discount | [2] | |||
Loss (Gain) on Extinguishments | [2] | $ (3) | ||
Related party notes – Other One [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [6] | Due on Demand | ||
Contractual Interest Rates | [6] | 0.00% | ||
Unpaid Balance | [6] | $ 424 | ||
Net Carrying Value | [6] | 424 | ||
Fair Value Measurement Adjustments | [6] | |||
0% Coupon Discount | [6] | |||
Loss (Gain) on Extinguishments | [6] | |||
Related party notes – Other Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [7] | June 30, 2021 | ||
Contractual Interest Rates | [7] | 6.99% | ||
Unpaid Balance | [7] | $ 4,160 | ||
Net Carrying Value | [7] | 4,110 | ||
Fair Value Measurement Adjustments | [7] | |||
0% Coupon Discount | [7] | |||
Loss (Gain) on Extinguishments | [7] | $ (50) | ||
Related party notes – Other Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [8] | June 30, 2021 | ||
Contractual Interest Rates | [8] | 8.00% | ||
Unpaid Balance | [8] | $ 6,452 | ||
Net Carrying Value | [8] | 6,417 | ||
Fair Value Measurement Adjustments | [8] | |||
0% Coupon Discount | [8] | |||
Loss (Gain) on Extinguishments | [8] | $ (35) | ||
Related party notes – Other Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [9] | June 30, 2021 | ||
Contractual Interest Rates | [9] | 1.52 8.99%, 8.00, 2.86% % % | ||
Unpaid Balance | [9] | $ 8,440 | ||
Net Carrying Value | [9] | 8,303 | ||
Fair Value Measurement Adjustments | [9] | |||
0% Coupon Discount | [9] | |||
Loss (Gain) on Extinguishments | [9] | $ (137) | ||
Related party notes – Other Five [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [9] | Due on Demand, June 30, 2021 | ||
Contractual Interest Rates | [9] | 8.99%, 6.99% | ||
Unpaid Balance | [9] | $ 1,760 | ||
Net Carrying Value | [9] | 1,749 | ||
Fair Value Measurement Adjustments | [9] | |||
0% Coupon Discount | [9] | |||
Loss (Gain) on Extinguishments | [9] | $ (11) | ||
Related party notes – Other Six [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual Maturity Date | [9] | June 30, 2021 | ||
Contractual Interest Rates | [9] | 8.00% | ||
Unpaid Balance | [9] | $ 11,635 | ||
Net Carrying Value | [9] | 11,578 | ||
Fair Value Measurement Adjustments | [9] | |||
0% Coupon Discount | [9] | |||
Loss (Gain) on Extinguishments | [9] | $ (57) | ||
[1]In April 2017, the Company executed two separate note payable agreements with Chongqing Leshi Small Loan Co., Ltd. (“Chongqing”), for total principal of $8,742. Chongqing was previously controlled by the Company’s founder and former CEO and is a small banking institution. The notes payable matured on April 16, 2018, have no covenants, and are unsecured. The notes bore interest during the note term at 12.00% per annum. As the notes are in default as of December 31, 2021 and 2020, the outstanding balance is subject to an 18.00% compounding interest rate per annum.[2]The Company issued the following notes with various related parties in China.[3]During 2016, Faraday & Future (HK) Limited (“F&F HK”) and Leview Mobile (HK) Ltd. (“Leview”) provided the Company with cash contributions for a total of $278,866. F&F HK was previously controlled by the Company’s founder and former CEO and Leview is controlled by the Company’s founder and former CEO. On March 30, 2018, the cash funding was restructured via an agreement in the form of notes payable bearing an annual interest rate of 12.00% and maturing on December 31, 2020. The notes payable are unsecured and there are no covenants associated with these notes payable.[4]In 2019, the Company borrowed $10,000 from Evergrande Health Industry Group Limited (“China Evergrande”). China Evergrande is an affiliate of a significant shareholder of the Company. The note payable matured on June 30, 2019. The note payable bore interest at an annual rate of 10.00% if repaid through June 30, 2019 and increased to 15.00% per annum thereafter. The note payable was unsecured and there were no covenants associated with this note payable.[5]The Company issued 10% interest notes with various related parties through the Note Purchase Agreements (“NPA”).[6]In December 2020, the Company entered into two notes payable for a total of $424. The notes payable did not have a stated maturity or bear interest. The notes had no covenants and were unsecured. In March 2021, the Company received a $200 bridge loan. The two notes payable totaling $424 and the $200 bridge loan were repaid in cash during the year ended December 31, 2021.[7]In November 2019 and December 2019, the Company executed three notes payable with an affiliated company for total principal of $4,160. The notes payable originally matured on December 31, 2020 and bore interest at 6.99%.[8]Between January 2020 and August 2020, the Company executed nine notes payable with an affiliated company for a total of $8,422. The notes payable matured on December 31, 2020 and bear interest at 8%, besides one note for $500 which matured on June 30, 2020 and bore interest at 8%. The notes had no covenants and were unsecured.[9]The Company issued the following notes with a related party. |
Related Party Notes Payable (_4
Related Party Notes Payable (Details) - Schedule of notes payable - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Notes Payable One [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | $ 9,411 | $ 9,196 |
Accrued interest | 11,231 | 7,646 |
Interest expense | 3,369 | 2,641 |
Foreign exchange (gain) loss on principal | 810 | 595 |
Foreign exchange (gain) loss on accrued interest | 679 | 463 |
Related Party Notes Payable Two [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 737 | |
Interest expense | 16 | 34 |
Foreign exchange (gain) loss on principal | 30 | 48 |
Reclassification to notes payable | 730 | |
Related Party Notes Payable Three [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 4,244 | 5,045 |
Interest expense | 141 | 310 |
Foreign exchange (gain) loss on principal | 99 | 326 |
Principal payments in cash | 900 | |
Related Party Notes Payable Four [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 240,543 | |
Accrued interest | 64,827 | |
Interest expense | 8,801 | 10,134 |
Principal settled with equity | 240,543 | |
Interest settled with equity | 73,448 | |
Related Party Notes Payable Five [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 10,000 | |
Accrued interest | 2,839 | |
Interest expense | 869 | 1,611 |
Principal payments in cash | 10,000 | |
Interest payments in cash | 3,708 | |
Related Party Notes Payable Six [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 18,112 | |
Accrued interest | 2,635 | |
Interest expense | 1,064 | 1,840 |
Principal and conversion premium settled with equity | 3,622 | |
Interest settled with equity | 3,638 | |
Principal payments in cash | 18,112 | |
Interest payments in cash | 62 | 62 |
Related Party Notes Payable Seven [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 8,581 | |
Accrued interest | 1,418 | |
Interest expense | 496 | 861 |
Principal conversion premium settled with equity | 1,716 | |
Interest payments settled with equity | 1,914 | |
Principal payments in cash | 8,581 | |
Related Party Notes Payable Eight [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 900 | |
Accrued interest | 143 | |
Interest expense | 50 | 90 |
Principal conversion premium settled with equity | 180 | |
Interest payments settled with equity | 193 | |
Principal payments in cash | 900 | |
Related Party Notes Payable Nine [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 766 | |
Accrued interest | ||
Interest expense | 55 | 72 |
Principal settled with equity | 774 | |
Foreign exchange (gain) loss on principal | 46 | 49 |
Related Party Notes Payable Ten [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 1,410 | |
Accrued interest | 69 | |
Interest expense | 41 | 111 |
Principal settled with equity | 1,410 | |
Interest settled with equity | 44 | |
Interest payments in cash | 63 | 42 |
Proceeds | 1,410 | |
Related Party Notes Payable Eleven [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 424 | |
Principal payments in cash | 624 | |
Proceeds | 200 | 424 |
Related Party Notes Payable Twelve [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 4,160 | |
Accrued interest | 313 | |
Interest expense | 211 | 293 |
Principal settled with equity | 4,160 | |
Interest settled with equity | 474 | |
Related Party Notes Payable Thirteen [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 6,452 | |
Accrued interest | 435 | |
Interest expense | 321 | 435 |
Principal settled with equity | 6,452 | |
Interest settled with equity | 721 | |
Principal payments in cash | 1,969 | |
Proceeds | 8,422 | |
Related Party Notes Payable Fourteen [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 4,400 | |
Accrued interest | 314 | |
Interest expense | 37 | 84 |
Principal settled with equity | 4,400 | |
Interest settled with equity | 351 | |
Related Party Notes Payable Fifteen [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 2,240 | |
Accrued interest | 202 | |
Interest expense | 111 | 185 |
Principal settled with equity | 2,240 | |
Interest settled with equity | 313 | |
Related Party Notes Payable Sixteen [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 300 | |
Accrued interest | 23 | |
Interest expense | 13 | 23 |
Principal settled with equity | 300 | |
Interest settled with equity | 36 | |
Proceeds | 300 | |
Related Party Notes Payable Seventeen [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 1,500 | |
Accrued interest | 95 | |
Interest expense | 24 | 43 |
Principal settled with equity | 1,500 | |
Interest settled with equity | 119 | |
Related Party Notes Payable Eighteen [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 380 | |
Accrued interest | 99 | |
Interest expense | 21 | 45 |
Principal settled with equity | 380 | |
Interest settled with equity | 118 | |
Principal payments in cash | 120 | |
Related Party Notes Payable Nineteen [Member] | ||
Related Party Transaction [Line Items] | ||
Accrued interest | 4 | |
Interest settled with equity | 4 | |
Related Party Notes Payable Twenty [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 180 | |
Accrued interest | 10 | |
Interest expense | 8 | 6 |
Principal settled with equity | 180 | |
Interest settled with equity | 17 | |
Related Party Notes Payable Twenty One [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 1,200 | |
Accrued interest | 192 | |
Interest expense | 55 | 171 |
Principal settled with equity | 1,200 | |
Interest settled with equity | 239 | |
Principal payments in cash | 1,500 | |
Interest payments in cash | 5 | |
Related Party Notes Payable Twenty Two [Member] | ||
Related Party Transaction [Line Items] | ||
Outstanding principal | 11,635 | |
Accrued interest | 1,177 | |
Interest expense | 515 | 933 |
Principal settled with equity | 11,635 | |
Interest settled with equity | $ 1,692 |
Related Party Notes Payable (_5
Related Party Notes Payable (Details) - Schedule of business combination - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 01, 2020 | Dec. 31, 2021 | ||
Related party note One [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [1] | June 30, 2021 | |
Contractual Interest Rates | [1] | 12% | |
Net Carrying Value at 12/31/2020 | [1] | $ 220,690 | |
Amortization of Discounts & Fair Value Adjustments | [1] | $ 657 | |
Accrued Interest at Settlement | [1] | 73,448 | |
Borrowing | [1] | ||
Cash Payments of Principal and Interest | [1] | ||
Equity Settlements of Principal and Interest | [1] | (294,795) | |
Net Carrying Value at 12/31/2021 | [1] | ||
Loss (Gain) at Settlement | [1] | ||
Related party note Two [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [1] | June 30, 2021 | |
Contractual Interest Rates | [1] | 12% | |
Net Carrying Value at 12/31/2020 | [1] | 19,196 | |
Amortization of Discounts & Fair Value Adjustments | [1] | ||
Accrued Interest at Settlement | [1] | ||
Borrowing | [1] | ||
Cash Payments of Principal and Interest | [1] | ||
Equity Settlements of Principal and Interest | [1] | (19,196) | |
Loss (Gain) at Settlement | [1] | $ 7,256 | |
Related party note Three [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [2] | Due on Demand | |
Contractual Interest Rates | [2] | 15% | |
Net Carrying Value at 12/31/2020 | [2] | 10,000 | |
Amortization of Discounts & Fair Value Adjustments | [2] | ||
Accrued Interest at Settlement | [2] | 3,708 | |
Borrowing | [2] | ||
Cash Payments of Principal and Interest | [2] | (13,708) | |
Equity Settlements of Principal and Interest | [2] | ||
Net Carrying Value at 12/31/2021 | [2] | ||
Loss (Gain) at Settlement | [2] | ||
Related party notes – NPA tranche [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [3] | October 9, 2021 | |
Contractual Interest Rates | [3] | 10% | |
Net Carrying Value at 12/31/2020 | [3] | 32,949 | |
Amortization of Discounts & Fair Value Adjustments | [3] | $ 163 | |
Accrued Interest at Settlement | [3] | 5,728 | |
Borrowing | [3] | ||
Cash Payments of Principal and Interest | [3] | (27,593) | |
Equity Settlements of Principal and Interest | [3] | (11,247) | |
Net Carrying Value at 12/31/2021 | [3] | ||
Loss (Gain) at Settlement | [3] | $ 4,257 | |
Related party notes – China various other [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [4] | Due on Demand | |
Net Carrying Value at 12/31/2020 | [4] | 774 | |
Amortization of Discounts & Fair Value Adjustments | [4] | ||
Accrued Interest at Settlement | [4] | ||
Borrowing | [4] | ||
Cash Payments of Principal and Interest | [4] | ||
Equity Settlements of Principal and Interest | [4] | (774) | |
Net Carrying Value at 12/31/2021 | [4] | ||
Loss (Gain) at Settlement | [4] | $ 292 | |
Related party notes – China various other [Member] | Minimum [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Interest Rates | [4] | 0% | |
Related party notes – China various other [Member] | Maximum [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Interest Rates | [4] | 10% | |
Related party notes – China other [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [4] | Due on Demand | |
Contractual Interest Rates | [4] | 8.99% | |
Net Carrying Value at 12/31/2020 | [4] | 1,407 | |
Amortization of Discounts & Fair Value Adjustments | [4] | $ 3 | |
Accrued Interest at Settlement | [4] | 44 | |
Borrowing | [4] | ||
Cash Payments of Principal and Interest | [4] | ||
Equity Settlements of Principal and Interest | [4] | (1,454) | |
Net Carrying Value at 12/31/2021 | [4] | ||
Loss (Gain) at Settlement | [4] | $ 550 | |
Related party notes – Other [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [5] | Due on Demand | |
Contractual Interest Rates | [5] | 0% | |
Net Carrying Value at 12/31/2020 | [5] | 424 | |
Amortization of Discounts & Fair Value Adjustments | [5] | ||
Accrued Interest at Settlement | [5] | ||
Borrowing | [5] | 200 | |
Cash Payments of Principal and Interest | [5] | (624) | |
Equity Settlements of Principal and Interest | [5] | ||
Net Carrying Value at 12/31/2021 | [5] | ||
Loss (Gain) at Settlement | [5] | ||
Related party notes – Other One [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [6] | June 30, 2021 | |
Contractual Interest Rates | [6] | 6.99% | |
Net Carrying Value at 12/31/2020 | [6] | 4,110 | |
Amortization of Discounts & Fair Value Adjustments | [6] | $ 50 | |
Accrued Interest at Settlement | [6] | ||
Borrowing | [6] | ||
Cash Payments of Principal and Interest | [6] | ||
Equity Settlements of Principal and Interest | [6] | (4,160) | |
Net Carrying Value at 12/31/2021 | [6] | ||
Loss (Gain) at Settlement | [6] | $ 1,572 | |
Related party notes – Other Two [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [7] | June 30, 2021 | |
Contractual Interest Rates | [7] | 8% | |
Net Carrying Value at 12/31/2020 | [7] | 6,417 | |
Amortization of Discounts & Fair Value Adjustments | [7] | $ 35 | |
Accrued Interest at Settlement | [7] | 1,195 | |
Borrowing | [7] | ||
Cash Payments of Principal and Interest | [7] | ||
Equity Settlements of Principal and Interest | [7] | (7,647) | |
Net Carrying Value at 12/31/2021 | [7] | ||
Loss (Gain) at Settlement | [7] | $ 2,891 | |
Related party notes – Other Three [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [8] | June 30, 2021 | |
Contractual Interest Rates | [8] | ||
Net Carrying Value at 12/31/2020 | [8] | 8,303 | |
Amortization of Discounts & Fair Value Adjustments | [8] | $ 137 | |
Accrued Interest at Settlement | [8] | 819 | |
Borrowing | [8] | ||
Cash Payments of Principal and Interest | [8] | ||
Equity Settlements of Principal and Interest | [8] | (9,259) | |
Net Carrying Value at 12/31/2021 | [8] | ||
Loss (Gain) at Settlement | [8] | $ 3,500 | |
Related party notes – Other Four [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [8] | Due on Demand, June 30, 2021 | |
Net Carrying Value at 12/31/2020 | [8] | 1,749 | |
Amortization of Discounts & Fair Value Adjustments | [8] | $ 11 | |
Accrued Interest at Settlement | [8] | 378 | |
Borrowing | [8] | ||
Cash Payments of Principal and Interest | [8] | ||
Equity Settlements of Principal and Interest | [8] | (2,138) | |
Net Carrying Value at 12/31/2021 | [8] | ||
Loss (Gain) at Settlement | [8] | $ 808 | |
Related party notes – Other Four [Member] | Minimum [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Interest Rates | [8] | 8.99% | |
Related party notes – Other Four [Member] | Maximum [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Interest Rates | [8] | 6.99% | |
Related party notes – Other Five [Member] | |||
Settlement prior to the Business Combination: | |||
Contractual Maturity Date | [8] | June 30, 2021 | |
Contractual Interest Rates | [8] | 8% | |
Net Carrying Value at 12/31/2020 | [8] | 11,578 | |
Amortization of Discounts & Fair Value Adjustments | [8] | $ 57 | |
Accrued Interest at Settlement | [8] | 1,693 | |
Borrowing | [8] | ||
Cash Payments of Principal and Interest | [8] | ||
Equity Settlements of Principal and Interest | [8] | (13,328) | |
Net Carrying Value at 12/31/2021 | [8] | ||
Loss (Gain) at Settlement | [8] | 5,038 | |
Subtotal settlements in the Business Combination [Member] | |||
Settlement prior to the Business Combination: | |||
Net Carrying Value at 12/31/2020 | 96,907 | ||
Amortization of Discounts & Fair Value Adjustments | 456 | ||
Accrued Interest at Settlement | 13,565 | ||
Borrowing | 200 | ||
Cash Payments of Principal and Interest | (41,925) | ||
Equity Settlements of Principal and Interest | (69,203) | ||
Net Carrying Value at 12/31/2021 | |||
Loss (Gain) at Settlement | 26,164 | ||
Related Party Notes Payable [Member] | |||
Settlement prior to the Business Combination: | |||
Net Carrying Value at 12/31/2020 | $ 317,597 | ||
Amortization of Discounts & Fair Value Adjustments | 1,113 | ||
Accrued Interest at Settlement | 87,013 | ||
Borrowing | 200 | ||
Cash Payments of Principal and Interest | (41,925) | ||
Equity Settlements of Principal and Interest | (363,998) | ||
Net Carrying Value at 12/31/2021 | |||
Loss (Gain) at Settlement | $ 26,164 | ||
[1]During 2016, Faraday & Future (HK) Limited (“F&F HK”) and Leview Mobile (HK) Ltd. (“Leview”) provided the Company with cash contributions for a total of $278,866. F&F HK was previously controlled by the Company’s founder and former CEO and Leview is controlled by the Company’s founder and former CEO. On March 30, 2018, the cash funding was restructured via an agreement in the form of notes payable bearing an annual interest rate of 12.00% and maturing on December 31, 2020. The notes payable are unsecured and there are no covenants associated with these notes payable.[2]In 2019, the Company borrowed $10,000 from Evergrande Health Industry Group Limited (“China Evergrande”). China Evergrande is an affiliate of a significant shareholder of the Company. The note payable matured on June 30, 2019. The note payable bore interest at an annual rate of 10.00% if repaid through June 30, 2019 and increased to 15.00% per annum thereafter. The note payable was unsecured and there were no covenants associated with this note payable.[3]The Company issued 10% interest notes with various related parties through the Note Purchase Agreements (“NPA”).[4]The Company issued the following notes with various related parties in China.[5]In December 2020, the Company entered into two notes payable for a total of $424. The notes payable did not have a stated maturity or bear interest. The notes had no covenants and were unsecured. In March 2021, the Company received a $200 bridge loan. The two notes payable totaling $424 and the $200 bridge loan were repaid in cash during the year ended December 31, 2021.[6]In November 2019 and December 2019, the Company executed three notes payable with an affiliated company for total principal of $4,160. The notes payable originally matured on December 31, 2020 and bore interest at 6.99%.[7]Between January 2020 and August 2020, the Company executed nine notes payable with an affiliated company for a total of $8,422. The notes payable matured on December 31, 2020 and bear interest at 8%, besides one note for $500 which matured on June 30, 2020 and bore interest at 8%. The notes had no covenants and were unsecured.[8]The Company issued the following notes with a related party. |
Related Party Notes Payable (_6
Related Party Notes Payable (Details) - Schedule of related party notes payable restructured $ in Thousands | Dec. 31, 2021 USD ($) |
Related Party Notes Payable (Details) - Schedule of related party notes payable restructured [Line Items] | |
Principal Amount | $ 240,543 |
Faraday & Future (HK) Limited [Member] | |
Related Party Notes Payable (Details) - Schedule of related party notes payable restructured [Line Items] | |
Principal Amount | 149,081 |
Leview Mobile (HK) Ltd [Member] | |
Related Party Notes Payable (Details) - Schedule of related party notes payable restructured [Line Items] | |
Principal Amount | 66,859 |
Beijing Bairui Culture Media, Co. Ltd [Member] | |
Related Party Notes Payable (Details) - Schedule of related party notes payable restructured [Line Items] | |
Principal Amount | 24,603 |
CYM Tech Holdings LLC [Member] | |
Related Party Notes Payable (Details) - Schedule of related party notes payable restructured [Line Items] | |
Principal Amount | $ 240,543 |
Related Party Notes Payable (_7
Related Party Notes Payable (Details) - Schedule of future scheduled principal maturities of related party notes payable - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Future Scheduled Principal Maturities Of Related Party Notes Payable Abstract | ||
Due on demand | $ 4,902 | $ 13,655 |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of notes payable consists - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unpaid Balance | $ 146,341 | |||||
Fair Value Measurement Adjustments | 12,106 | |||||
Gain on Extinguishments | (80) | |||||
Net Carrying Value | 158,367 | |||||
Gain on Extinguishments | $ (111) | |||||
March 1, 2021 Notes [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | March 1, 2022 | March 1, 2022 | [1] | |||
Contractual Interest Rates | 14% | 14% | [1] | |||
Unpaid Balance | [1] | $ 55,000 | ||||
Fair Value Measurement Adjustments | $ (1,695) | 7,692 | [1] | |||
Gain on Extinguishments | [1] | (5,997) | ||||
Net Carrying Value | $ 56,695 | $ 56,695 | [1] | |||
August 26, 2021 Notes [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | March 1, 2022 | March 1, 2022 | [1] | |||
Contractual Interest Rates | 14% | 14% | [1] | |||
Unpaid Balance | [1] | $ 30,000 | ||||
Fair Value Measurement Adjustments | $ (924) | 1,011 | [1] | |||
Gain on Extinguishments | [1] | (87) | ||||
Net Carrying Value | $ 30,924 | $ 30,924 | [1] | |||
June 9, 2021 Note 1 and Note 2 [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [2] | December 9, 2022 | ||||
Contractual Interest Rates | [2] | |||||
Unpaid Balance | [2] | $ 40,000 | ||||
Fair Value Measurement Adjustments | [2] | 8,503 | ||||
Gain on Extinguishments | [2] | (9,522) | ||||
Net Carrying Value | [2] | $ 38,981 | ||||
August 10, 2021 Optional Notes [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [2] | February 10, 2023 | ||||
Contractual Interest Rates | [2] | 15% | ||||
Unpaid Balance | [2] | $ 33,917 | ||||
Fair Value Measurement Adjustments | [2] | 12,283 | ||||
Gain on Extinguishments | [2] | (11,518) | ||||
Net Carrying Value | [2] | $ 34,682 | ||||
Notes payable – China various other [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [3] | Due on demand | Due on Demand | |||
Contractual Interest Rates | [3] | 9% | ||||
Unpaid Balance | [3] | $ 5,458 | $ 3,677 | |||
Fair Value Measurement Adjustments | [3] | |||||
Gain on Extinguishments | [3] | (18) | ||||
Net Carrying Value | [3] | $ 5,458 | $ 3,659 | |||
Notes payable [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [4] | April 17, 2022 | ||||
Contractual Interest Rates | [4] | 1% | ||||
Unpaid Balance | [4] | $ 193 | ||||
Fair Value Measurement Adjustments | [4] | |||||
Gain on Extinguishments | [4] | |||||
Net Carrying Value | [4] | $ 193 | ||||
Auto loans [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | October 26, 2026 | Various | ||||
Contractual Interest Rates | 7% | Various | ||||
Unpaid Balance | $ 121 | |||||
Fair Value Measurement Adjustments | ||||||
Gain on Extinguishments | ||||||
Net Carrying Value | $ 106 | 121 | ||||
Interest Expenses [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unpaid Balance | 164,689 | |||||
Fair Value Measurement Adjustments | 29,489 | |||||
Gain on Extinguishments | (27,124) | |||||
Net Carrying Value | $ 167,054 | |||||
Note payable One [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [5] | Contingent | ||||
Contractual Interest Rates | [5] | 12% | ||||
Unpaid Balance | [5] | $ 57,293 | ||||
Fair Value Measurement Adjustments | [5] | |||||
Gain on Extinguishments | [5] | |||||
Net Carrying Value | [5] | $ 57,293 | ||||
Notes payable – NPA tranche [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [6] | October 6, 2021 | ||||
Contractual Interest Rates | [6] | 10% | ||||
Unpaid Balance | [6] | $ 17,637 | ||||
Fair Value Measurement Adjustments | [6] | 3,422 | ||||
Gain on Extinguishments | [6] | |||||
Net Carrying Value | [6] | $ 21,059 | ||||
Notes payable Two [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [7] | June 30, 2021 | ||||
Contractual Interest Rates | [7] | 12% | ||||
Unpaid Balance | [7] | $ 19,100 | ||||
Fair Value Measurement Adjustments | [7] | |||||
Gain on Extinguishments | [7] | |||||
Net Carrying Value | [7] | $ 19,100 | ||||
Notes payable – China various other Two [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | Due on Demand | Various Dates 2021 | [3] | |||
Contractual Interest Rates | 0% | 6% | [3] | |||
Unpaid Balance | $ 4,902 | $ 4,869 | [3] | |||
Fair Value Measurement Adjustments | [3] | |||||
Gain on Extinguishments | [3] | (62) | ||||
Net Carrying Value | $ 4,902 | $ 4,807 | [3] | |||
Notes payable – China various other Three [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [3] | Due on Demand | ||||
Contractual Interest Rates | [3] | |||||
Unpaid Balance | [3] | $ 4,597 | ||||
Fair Value Measurement Adjustments | [3] | |||||
Gain on Extinguishments | [3] | |||||
Net Carrying Value | [3] | $ 4,597 | ||||
Notes payable Five [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [8] | March 9, 2021 | ||||
Contractual Interest Rates | [8] | |||||
Unpaid Balance | [8] | $ 15,000 | ||||
Fair Value Measurement Adjustments | [8] | 2,712 | ||||
Gain on Extinguishments | [8] | |||||
Net Carrying Value | [8] | $ 17,712 | ||||
Notes payable Six [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [9] | October 6, 2021 | ||||
Contractual Interest Rates | [9] | 12.75% | ||||
Unpaid Balance | [9] | $ 15,000 | ||||
Fair Value Measurement Adjustments | [9] | 5,972 | ||||
Gain on Extinguishments | [9] | |||||
Net Carrying Value | [9] | $ 20,972 | ||||
Notes payable Seven [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Contractual Maturity Date | [4] | April 17, 2022 | ||||
Contractual Interest Rates | [4] | 1% | ||||
Unpaid Balance | [4] | $ 9,168 | ||||
Fair Value Measurement Adjustments | [4] | |||||
Gain on Extinguishments | [4] | |||||
Net Carrying Value | [4] | $ 9,168 | ||||
[1]On March 1, 2021, the Company amended the NPA to permit the issuance of additional notes payable with principal amounts up to $85,000. On the same day, the Company entered into notes payable agreements with Ares for an aggregate principal of $55,000, receiving net proceeds of $51,510, inclusive of a 4.00% original issue discount and $90 of debt issuance costs paid directly by the lender. The notes payable are collateralized by a first lien on virtually all tangible and intangible assets of the Company and bear interest at 14% per annum. The notes payable mature on March 1, 2022.[2]On June 9, 2021, the Company amended the NPA to permit the issuance of two notes payable, each with a principal value of $20,000 (“June 2021 Notes”), to a US-based investment firm. The Company received net proceeds of $35,603 as part of the June 2021 Notes inclusive of $4,200 of original issuance discount and $197 of debt issuance costs paid by the lender. The June 2021 Notes are subordinate to the notes payable issued to Ares on March 1, 2021 and August 26, 2021 (see (1) above) and senior in priority to the notes payable issued under the NPA prior to September 9, 2020. The June 2021 Notes mature on December 9, 2022, and do not bear interest unless extended beyond its maturity date by the US-based investment firm, in which case, the June 2021 Notes will bear interest at 10% per annum starting upon their original maturity. Each of the June 2021 Notes are subject to an original issue discount of 8% and 13%, respectively. One of the June 2021 Notes with a principal amount of $20,000 contains a conversion premium that, within a year of a Qualified SPAC Merger, the then outstanding principal and accrued interest of the notes playable plus a 30% premium may convert into Class A Common Stock of the Company, at the election of the US-based investment firm.[3]The Company issued notes with various third parties through its operations in China.[4]On April 17, 2020, the Company received loan proceeds from East West Bank of $9,168 under the Paycheck Protection Program (“PPP”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and provided for loans to qualifying businesses. The loans and accrued interest are forgivable so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, as described in the CARES Act. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the later of the first six months or when the amount of the loan forgiveness is determined. The Company used the proceeds for purposes consistent with the PPP requirements. The note matured on April 17, 2022, had no covenants, and was unsecured.[5]In January 2019, upon extinguishment of a portion of the Faraday and Future (HK) Limited related party notes payable, the Company borrowed $54,179 through notes payable from a Chinese lender. The notes payable originally matured on December 31, 2020, bore interest of 12.00% per annum, had no covenants, and were unsecured.[6]The Company issued 10% interest notes with various third parties through the NPA. Notes payable issued under the NPA are collateralized by virtually all tangible and intangible assets of the Company. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the notes payable, the holder of the notes payable may elect to convert all of the outstanding principal and accrued interest of the notes payable plus a 20% premium into shares of preferred stock of the Company issued in a preferred stock offering. The Company elected the fair value option for these notes payable. See Note 8, Fair Value of Financial Instruments. On October 9, 2020, the Company entered into the Second A&R NPA with Birch Lake and the lender, which extended the maturity dates of all NPA notes to the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default, as defined in the NPA, as amended.[7]The Company issued the following notes with an interest rate of 12.00% per annum.[8]On September 9, 2020, the Company issued $15,000 of secured convertible promissory notes to a US-based investment firm by entering into a joinder to the NPA, received net proceeds of $13,800, inclusive of an 8% original issue discount. The senior convertible promissory notes bore interest at 0%. The NPA notes mature on the earliest of (i) March 9, 2022, (ii) the Vendor Trust maturity date (See Note 11, Vendor Payables in Trust), as amended, (iii) the maturity of any First Out NPA Notes, which include the notes with Birch Lake and FF Ventures (“First Out Notes”), or (iv) the acceleration of the NPA notes payable pursuant to an event of default.[9]On October 9, 2020, the Company entered into a Second A&R NPA with Birch Lake borrowing $15,000 in secured convertible notes payable (“BL Notes”). The BL Notes accrued interest at 12.75% per annum through January 31, 2021 and at 15.75% per annum thereafter. The BL Notes mature on the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default. Additionally, the BL Notes contain a liquidation premium that ranges from 35% to 45% depending on the timing of settlement with 50% of this premium convertible into equity and the lender is able to demand repayment if an event of default, change in control, or a Qualified SPAC Merger occurs. The Company determined that the feature to settle the BL Notes at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger is a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments. The fair value of the note payable was $20,972 as of December 31, 2020. |
Notes Payable (Details) - Sch_5
Notes Payable (Details) - Schedule of fair value of financial instruments - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
March 1, 2021 Notes [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | $ 55,000 | ||
Accrued interest | 6,455 | ||
Interest expense | 6,455 | ||
Principal and conversion premium payments in cash | $ (55,000) | ||
Original issue discount | 3,490 | ||
Proceeds | 51,510 | ||
August 26, 2021 Notes [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 30,000 | ||
Accrued interest | 1,473 | ||
Interest expense | 1,473 | ||
Principal and conversion premium payments in cash | $ (32,065) | ||
Original issue discount | 87 | ||
Proceeds | 29,913 | ||
June 9, 2021 Note 1 [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 20,000 | ||
Original issue discount and debt issuance costs | 1,797 | ||
Proceeds | 18,203 | ||
June 9, 2021 Note 2 [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 20,000 | ||
Original issue discount and debt issuance costs | 2,600 | ||
Proceeds | 17,400 | ||
August 10, 2021 Optional Notes [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 33,917 | ||
Original issue discount and debt issuance costs | 3,542 | ||
Accrued interest | 183 | ||
Interest expense | 183 | ||
Proceeds | 30,375 | ||
Notes payable One [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 5,458 | 4,597 | |
Foreign exchange (gain) loss on principal | 133 | 297 | |
Reclassification from related party notes payable | 730 | ||
Notes payable Two [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 193 | 9,168 | |
Accrued interest | 2 | 65 | |
Interest expense | 92 | 65 | |
Payroll Protection Program principal forgiveness | 8,975 | ||
Payroll Protection Program interest forgiveness | 155 | ||
Proceeds | 9,168 | ||
Notes payable Three [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 57,293 | ||
Foreign exchange (gain) loss on principal | (1,293) | 4,108 | |
Principal settled with equity | 56,000 | ||
Interest settled with equity | 17,177 | ||
Accrued interest | 13,769 | ||
Interest expense | 3,408 | 7,387 | |
Note payable Four [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 17,637 | ||
Interest settled with equity | 3,613 | ||
Principal payments in cash | 17,637 | ||
Accrued interest | 2,637 | ||
Interest expense | 976 | 1,768 | |
Principal conversion premium settled with equity | 3,527 | ||
Notes payable Five [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 10,600 | ||
Principal settled with equity | 10,600 | ||
Interest settled with equity | 3,251 | ||
Accrued interest | 2,547 | ||
Interest expense | 704 | 1,275 | |
Note payable Six [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 1,500 | ||
Principal settled with equity | 1,500 | ||
Interest settled with equity | 699 | ||
Accrued interest | 587 | ||
Interest expense | 112 | 203 | |
Note payable Seven [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 7,000 | ||
Interest settled with equity | 2,147 | ||
Accrued interest | 1,682 | ||
Interest expense | 465 | 842 | |
Principal and conversion premium settled with equity | 10,375 | ||
Note payable Eight [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 3,677 | ||
Foreign exchange (gain) loss on principal | 219 | 237 | |
Foreign exchange (gain) loss on accrued interest | 167 | 142 | |
Principal settled with equity | 3,715 | ||
Interest settled with equity | 2,713 | ||
Accrued interest | 2,314 | ||
Interest expense | 374 | 637 | |
Notes Payable Nine [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 4,140 | ||
Foreign exchange (gain) loss on principal | 260 | 219 | |
Foreign exchange (gain) loss on accrued interest | 44 | 35 | |
Principal settled with equity | 4,181 | ||
Interest settled with equity | 713 | ||
Accrued interest | 569 | ||
Interest expense | 139 | 235 | |
Proceeds | 766 | ||
Notes Payable Ten [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 729 | ||
Foreign exchange (gain) loss on principal | (25) | ||
Foreign exchange (gain) loss on accrued interest | 1 | ||
Principal settled with equity | 736 | ||
Interest settled with equity | 44 | ||
Principal payments | 32 | ||
Accrued interest | 19 | ||
Interest expense | 24 | 19 | |
Proceeds | 761 | ||
Notes Payable Eleven [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 15,000 | ||
Principal and conversion premium settled with equity | 20,367 | ||
Proceeds | 13,800 | ||
January 13 and March 12, 2021 Notes [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | |||
Original issue discount and debt issuance costs | 1,940 | ||
Principal and conversion premium settled with equity | 23,725 | ||
Proceeds | 16,310 | ||
Notes Payable Twelve [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | 15,000 | ||
Interest expense | 1,334 | 366 | |
Principal conversion premium settled with equity | 2,785 | ||
Interest and adjustment fee settled with equity | 270 | ||
Principal and conversion premium payments in cash | 18,992 | ||
Interest payments in cash | 1,197 | 366 | |
Proceeds | 15,000 | ||
January 13 and March 8, 2021 Notes [Member] | |||
Notes Payable (Details) - Schedule of fair value of financial instruments [Line Items] | |||
Outstanding principal | |||
Interest settled with equity | 82 | ||
Original issue discount and debt issuance costs | 1,132 | ||
Interest expense | 632 | ||
Principal conversion premium settled with equity | 2,069 | ||
Principal and conversion premium payments in cash | 11,582 | ||
Interest payments in cash | 550 | ||
Proceeds | $ 8,218 |
Notes Payable (Details) - Sch_6
Notes Payable (Details) - Schedule of accrued interest and conversion premiums pursuant to the closing of the business combination $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 USD ($) | ||
Note payable [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | $ 57,293 | [1] |
Net Carrying Value at 12/31/2021 | [1] | |
Note payable [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [1] | |
Note payable [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | [1] | |
Note payable [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 17,177 | [1] |
Note payable [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | (1,293) | [1] |
Note payable [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [1] | |
Note payable [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (73,177) | [1] |
Note payable [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | [1] | |
Note payable one [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 19,100 | [2] |
Net Carrying Value at 12/31/2021 | [2] | |
Note payable one [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [2] | |
Note payable one [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | [2] | |
Note payable one [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 6,098 | [2] |
Note payable one [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | [2] | |
Note payable one [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [2] | |
Note payable one [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (25,198) | [2] |
Note payable one [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | [2] | |
Subtotal settlements prior to the Business Combination [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 76,393 | |
Net Carrying Value at 12/31/2021 | ||
Subtotal settlements prior to the Business Combination [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | ||
Subtotal settlements prior to the Business Combination [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | ||
Subtotal settlements prior to the Business Combination [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 23,275 | |
Subtotal settlements prior to the Business Combination [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | (1,293) | |
Subtotal settlements prior to the Business Combination [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | ||
Subtotal settlements prior to the Business Combination [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (98,375) | |
Subtotal settlements prior to the Business Combination [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | ||
Notes payable – NPA [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 21,059 | [3] |
Net Carrying Value at 12/31/2021 | [3] | |
Notes payable – NPA [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [3] | |
Notes payable – NPA [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 104 | [3] |
Notes payable – NPA [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 3,614 | [3] |
Notes payable – NPA [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | [3] | |
Notes payable – NPA [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | (17,636) | [3] |
Notes payable – NPA [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (7,141) | [3] |
Notes payable – NPA [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 2,699 | [3] |
Notes payable – China [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 3,659 | [4] |
Net Carrying Value at 12/31/2021 | [4] | |
Notes payable – China [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [4] | |
Notes payable – China [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | [4] | |
Notes payable – China [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 2,713 | [4] |
Notes payable – China [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | 56 | [4] |
Notes payable – China [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [4] | |
Notes payable – China [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (6,428) | [4] |
Notes payable – China [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 2,430 | [4] |
Notes payable – China one [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 4,807 | [4] |
Net Carrying Value at 12/31/2021 | [4] | |
Notes payable – China one [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [4] | |
Notes payable – China one [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | [4] | |
Notes payable – China one [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 757 | [4] |
Notes payable – China one [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | 110 | [4] |
Notes payable – China one [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [4] | |
Notes payable – China one [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (5,674) | [4] |
Notes payable – China one [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 2,145 | [4] |
Note payable Two [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 17,712 | [5] |
Net Carrying Value at 12/31/2021 | [5] | |
Note payable Two [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [5] | |
Note payable Two [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 1,988 | [5] |
Note payable Two [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | [5] | |
Note payable Two [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | 667 | [5] |
Note payable Two [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [5] | |
Note payable Two [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (20,367) | [5] |
Note payable Two [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 7,698 | [5] |
January 13 and March 12, 2021 Notes [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | [5] | |
Net Carrying Value at 12/31/2021 | [5] | |
January 13 and March 12, 2021 Notes [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | 16,790 | [5] |
January 13 and March 12, 2021 Notes [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 6,935 | [5] |
January 13 and March 12, 2021 Notes [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | [5] | |
January 13 and March 12, 2021 Notes [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | [5] | |
January 13 and March 12, 2021 Notes [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [5] | |
January 13 and March 12, 2021 Notes [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (23,725) | [5] |
January 13 and March 12, 2021 Notes [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 8,968 | [5] |
Notes payable Four [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 20,972 | [6] |
Net Carrying Value at 12/31/2021 | [6] | |
Notes payable Four [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [6] | |
Notes payable Four [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 138 | [6] |
Notes payable Four [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 270 | [6] |
Notes payable Four [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | 667 | [6] |
Notes payable Four [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | (18,992) | [6] |
Notes payable Four [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (3,055) | [6] |
Notes payable Four [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 1,155 | [6] |
January 13 and March 8, 2021 Notes [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | [6] | |
Net Carrying Value at 12/31/2021 | [6] | |
January 13 and March 8, 2021 Notes [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | 8,750 | [6] |
January 13 and March 8, 2021 Notes [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 4,901 | [6] |
January 13 and March 8, 2021 Notes [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 82 | [6] |
January 13 and March 8, 2021 Notes [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | [6] | |
January 13 and March 8, 2021 Notes [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | (11,582) | [6] |
January 13 and March 8, 2021 Notes [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (2,151) | [6] |
January 13 and March 8, 2021 Notes [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 813 | [6] |
Subtotal settlements prior to the Business Combination one [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 68,209 | |
Net Carrying Value at 12/31/2021 | ||
Subtotal settlements prior to the Business Combination one [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | 25,540 | |
Subtotal settlements prior to the Business Combination one [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 14,066 | |
Subtotal settlements prior to the Business Combination one [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 7,436 | |
Subtotal settlements prior to the Business Combination one [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | 1,500 | |
Subtotal settlements prior to the Business Combination one [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | (48,210) | |
Subtotal settlements prior to the Business Combination one [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (68,541) | |
Subtotal settlements prior to the Business Combination one [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | 25,908 | |
Notes payable Six [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 9,168 | [7] |
Net Carrying Value at 12/31/2021 | 193 | [7] |
Notes payable Six [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | [7] | |
Notes payable Six [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | [7] | |
Notes payable Six [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | [7] | |
Notes payable Six [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | (8,975) | [7] |
Notes payable Six [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | [7] | |
Notes payable Six [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | [7] | |
Notes payable Six [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | (8,975) | [7] |
Total [Member] | Net Carrying Value at 12/31/2021 [Member] | ||
Settlement prior to the Business Combination: | ||
Net Carrying Value at 12/31/2020 | 153,770 | |
Net Carrying Value at 12/31/2021 | 193 | |
Total [Member] | Borrowings, net of OID [Member] | ||
Settlement prior to the Business Combination: | ||
Borrowings, net of OID | 25,540 | |
Total [Member] | Fair Value Measurement Adjustments [Member] | ||
Settlement prior to the Business Combination: | ||
Fair Value Measurement Adjustments | 14,066 | |
Total [Member] | Accrued Interest at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Accrued Interest at Settlement | 30,711 | |
Total [Member] | FX and Other [Member] | ||
Settlement prior to the Business Combination: | ||
FX and Other | (8,768) | |
Total [Member] | Cash Payment [Member] | ||
Settlement prior to the Business Combination: | ||
Cash Payment | (48,210) | |
Total [Member] | Equity Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Equity Settlement | (166,916) | |
Total [Member] | Loss (Gain) at Settlement [Member] | ||
Settlement prior to the Business Combination: | ||
Loss (Gain) at Settlement | $ 16,933 | |
[1]In January 2019, upon extinguishment of a portion of the Faraday and Future (HK) Limited related party notes payable, the Company borrowed $54,179 through notes payable from a Chinese lender. The notes payable originally matured on December 31, 2020, bore interest of 12.00% per annum, had no covenants, and were unsecured.[2]The Company issued the following notes with an interest rate of 12.00% per annum.[3]The Company issued 10% interest notes with various third parties through the NPA. Notes payable issued under the NPA are collateralized by virtually all tangible and intangible assets of the Company. Upon both a preferred stock offering and prepayment notice by the holder or the maturity date of the notes payable, the holder of the notes payable may elect to convert all of the outstanding principal and accrued interest of the notes payable plus a 20% premium into shares of preferred stock of the Company issued in a preferred stock offering. The Company elected the fair value option for these notes payable. See Note 8, Fair Value of Financial Instruments. On October 9, 2020, the Company entered into the Second A&R NPA with Birch Lake and the lender, which extended the maturity dates of all NPA notes to the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default, as defined in the NPA, as amended.[4]The Company issued notes with various third parties through its operations in China.[5]On September 9, 2020, the Company issued $15,000 of secured convertible promissory notes to a US-based investment firm by entering into a joinder to the NPA, received net proceeds of $13,800, inclusive of an 8% original issue discount. The senior convertible promissory notes bore interest at 0%. The NPA notes mature on the earliest of (i) March 9, 2022, (ii) the Vendor Trust maturity date (See Note 11, Vendor Payables in Trust), as amended, (iii) the maturity of any First Out NPA Notes, which include the notes with Birch Lake and FF Ventures (“First Out Notes”), or (iv) the acceleration of the NPA notes payable pursuant to an event of default.[6]On October 9, 2020, the Company entered into a Second A&R NPA with Birch Lake borrowing $15,000 in secured convertible notes payable (“BL Notes”). The BL Notes accrued interest at 12.75% per annum through January 31, 2021 and at 15.75% per annum thereafter. The BL Notes mature on the earliest of (i) October 6, 2021, (ii) the consummation of a Qualified SPAC Merger, (iii) the occurrence of a change in control, or (iv) the acceleration of the NPA obligations pursuant to an event of default. Additionally, the BL Notes contain a liquidation premium that ranges from 35% to 45% depending on the timing of settlement with 50% of this premium convertible into equity and the lender is able to demand repayment if an event of default, change in control, or a Qualified SPAC Merger occurs. The Company determined that the feature to settle the BL Notes at a premium upon the occurrence of a default, change in control, or a Qualified SPAC Merger is a contingently exercisable put option with a liquidation premium and represents an embedded derivative. The Company elected the fair value option for this note payable. See Note 8, Fair Value of Financial Instruments. The fair value of the note payable was $20,972 as of December 31, 2020.[7]On April 17, 2020, the Company received loan proceeds from East West Bank of $9,168 under the Paycheck Protection Program (“PPP”). The PPP was established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and provided for loans to qualifying businesses. The loans and accrued interest are forgivable so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent, and utilities, as described in the CARES Act. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the later of the first six months or when the amount of the loan forgiveness is determined. The Company used the proceeds for purposes consistent with the PPP requirements. The note matured on April 17, 2022, had no covenants, and was unsecured. |
Notes Payable (Details) - Sch_7
Notes Payable (Details) - Schedule of principal maturities of notes payable - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule of Principal Maturities of Notes Payable [Abstract] | ||
2022 | $ 4,012 | $ 130,772 |
2023 | $ 2,687 | 33,917 |
Total | $ 164,689 |
Vendor Payables in Trust (Detai
Vendor Payables in Trust (Details) - Convertible Debt [Member] $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jul. 12, 2021 USD ($) | Jun. 07, 2021 USD ($) | Jun. 04, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Apr. 29, 2019 | |
Vendor Trust [Member] | ||||||
Vendor Payables in Trust (Details) [Line Items] | ||||||
Contractual interest rates | 6% | |||||
Unpaid Balance | $ 0 | $ 111,574 | ||||
Accrued interest | 0 | 11,840 | ||||
Repayments of debt | 4,500 | |||||
Deposits for tooling and equipment | 8,380 | |||||
Interest expense | 1,812 | |||||
Accrued Interest at Settlement | 1,350 | 462 | ||||
Net carrying value | $ 110,224 | |||||
Total future work outstanding amount | $ 1,167 | |||||
Payments to settle debt | 22,355 | |||||
Accrued interest | 41,776 | |||||
Payment for exit fee | $ 2,250 | |||||
Share price (in Dollars per share) | $ / shares | $ 10 | |||||
Shares issued during period, shares, settlement of future work (in Shares) | shares | 838,040 | |||||
Deposits for research and development, prototype parts and other | $ 8,380 | |||||
Vendor Trust [Member] | Class A Common Stock [Member] | ||||||
Vendor Payables in Trust (Details) [Line Items] | ||||||
Shares issued from conversion (in Shares) | shares | 9,618,542 | |||||
Vendor Trust, Future Services [Member] | ||||||
Vendor Payables in Trust (Details) [Line Items] | ||||||
Total future work outstanding amount | $ 14,166 | |||||
Vendor Trust, Services Performed [Member] | ||||||
Vendor Payables in Trust (Details) [Line Items] | ||||||
Total future work outstanding amount | 1,901 | |||||
Gain on forgiveness of vendor interest | $ 1,731 | |||||
Vendor Trust, Agreements To Settle [Member] | ||||||
Vendor Payables in Trust (Details) [Line Items] | ||||||
Number of vendors | 2 | |||||
Payments to settle debt | $ 5,367 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of minimum aggregate future obligations under noncancelable operating leases $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Minimum Aggregate Future Obligations Under Noncancelable Operating Leases Abstract | |
2022 | $ 2,384 |
2023 | 2,695 |
2024 | 2,775 |
2025 | 2,859 |
2026 | 2,944 |
Thereafter | 991 |
Total Future Minimum Lease Payments Under Capital Lease | $ 14,648 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of minimum aggregate future minimum lease payments under capital leases $ in Thousands | Dec. 31, 2021 USD ($) |
Schedule Of Minimum Aggregate Future Minimum Lease Payments Under Capital Leases Abstract | |
2022 | $ 2,574 |
2023 | 2,166 |
2024 | 1,757 |
2025 | 1,792 |
2026 | 1,840 |
Thereafter | 1,864 |
Total Future Minimum Lease Payments Under Capital Lease | $ 11,993 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - Schedule of common stock - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Total, Authorized Shares | 835,000,000 | 835,000,000 | 835,000,000 |
Total, Issued Shares | 409,794,956 | 168,693,323 | 157,100,184 |
Total, Shares to be Issued | 153,152,718 | ||
Total Issued and to be Issued Shares | 321,846,041 | 157,100,184 | |
Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Authorized Shares | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred Stock, Issued Shares | |||
Preferred Stock, Shares to be Issued | |||
Preferred Stock, Total Issued and to be Issued Shares | |||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Class A Common Stock, Authorized Shares | 750,000,000 | 750,000,000 | 750,000,000 |
Class A Common Stock, Issued Shares | 345,794,368 | 168,693,323 | 93,099,596 |
Class A Common Stock, Shares to be Issued | 89,152,130 | ||
Class A Common Stock, Total Issued and to be Issued Shares | 257,845,453 | 93,099,596 | |
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Class B Common Stock, Authorized Shares | 75,000,000 | 75,000,000 | 75,000,000 |
Class B Common Stock, Issued Shares | 64,000,588 | 64,000,588 | |
Class B Common Stock, Shares to be Issued | 64,000,588 | ||
Class B Common Stock, Total Issued and to be Issued Shares | 64,000,588 | 64,000,588 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) (Details) - Schedule of outstanding warrants to purchase - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | ||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants | 95,855,661 | 28,196,377 | ||
Exercise Price (in Dollars per share) | $ 0.01 | |||
Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants | 23,375,988 | [1] | 22,977,568 | |
Exercise Price (in Dollars per share) | $ 11.5 | [1] | $ 11.5 | |
Expiration Date | July 21, 2026 | [1] | July 21, 2026 | |
Private Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants | 276,131 | [2] | 674,551 | [3],[4] |
Exercise Price (in Dollars per share) | $ 11.5 | [2] | $ 11.5 | [3],[4] |
Expiration Date | July 21, 2026 | [2] | July 21, 2026 | [3],[4] |
Other Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of Warrants | 1,429,068 | 4,544,258 | ||
Exercise Price (in Dollars per share) | $ 4.69 | $ 10 | ||
Expiration Date | August 5, 2027 | Various through August 10, 2028 | ||
[1] On August 9, 2022, PSAC Sponsor transferred 398,420 Private Warrants to unaffiliated third-party purchasers on the open market. Upon such transfer the transferred warrants became subject to identical terms to the Public Warrants underlying the units offered in the initial public offering of PSAC. Therefore, upon their transfer the Company classified the warrants to APIC at their fair value. The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021. The Private Warrants are recorded in Other liabilities, less current portion in the unaudited Condensed Consolidated Balance Sheet as of December 31, 2021. |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of stock option activity - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Equity Incentive Plan [Member] | |||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | |||
Number of Options, Outstanding | 31,962,921 | 30,402,801 | |
Weighted Average Exercise Price, Outstanding | $ 2.81 | $ 2.45 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 8 years 9 months | ||
Number of Options, Outstanding | $ 86,075 | $ 885 | |
Number of Options, Outstanding | 31,962,921 | 31,962,921 | |
Weighted Average Exercise Price, Outstanding | $ 2.81 | $ 2.81 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 9 years 6 months 18 days | 7 years 9 months 7 days | |
Aggregate Intrinsic Value, Outstanding | $ 86,075 | $ 86,075 | |
Number of Options, Exercisable | 14,777,334 | 14,777,334 | |
Weighted Average Exercise Price, Exercisable | $ 2.51 | $ 2.51 | |
Weighted Average Remaining Contractual Life (Years), Exercisable | 6 years 11 months 4 days | ||
Aggregate Intrinsic Value, Exercisable | $ 41,622 | $ 41,622 | |
Number of Options, Vested and expected to vest | 26,660,149 | 26,660,149 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 2.73 | $ 2.73 | |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 7 months 2 days | ||
Aggregate Intrinsic Value, Vested and expected to vest | $ 72,705 | $ 72,705 | |
Number of Options, Granted | 5,287,031 | ||
Weighted Average Exercise Price,Granted | $ 4.74 | ||
Number of Options, Exercised | (1,606,795) | (2,757,671) | |
Weighted Average Exercise Price, Exercised | $ 2,520 | $ 2.3 | |
Aggregate Intrinsic Value, Exercised | $ 7,740 | $ 7,740 | |
Number of Options, Expired/forfeited | (5,083,652) | (969,240) | |
Weighted Average Exercise Price, Expired/forfeited | $ 2.57 | $ 3.65 | |
STI Plan [Member] | |||
Stock-Based Compensation (Details) - Schedule of stock option activity [Line Items] | |||
Number of Options, Outstanding | 9,526,727 | 6,490,208 | |
Weighted Average Exercise Price, Outstanding | $ 5.55 | $ 2.49 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 7 years 9 months 7 days | 9 years 3 months 3 days | |
Number of Options, Outstanding | $ 13,905 | $ 1,174 | |
Number of Options, Outstanding | 9,526,727 | 9,526,727 | |
Weighted Average Exercise Price, Outstanding | $ 5.55 | $ 5.55 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 7 years 2 months 1 day | 8 years 3 days | |
Aggregate Intrinsic Value, Outstanding | $ 13,905 | $ 13,905 | |
Number of Options, Exercisable | 3,637,954 | 3,637,954 | |
Weighted Average Exercise Price, Exercisable | $ 2.95 | $ 2.95 | |
Weighted Average Remaining Contractual Life (Years), Exercisable | 6 years 2 months 26 days | ||
Aggregate Intrinsic Value, Exercisable | $ 9,364 | $ 9,364 | |
Number of Options, Vested and expected to vest | 7,608,158 | 7,608,158 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 4.81 | $ 4.81 | |
Weighted Average Remaining Contractual Life (Years), Vested and expected to vest | 7 years 8 months 4 days | ||
Aggregate Intrinsic Value, Vested and expected to vest | $ 13,896 | $ 13,896 | |
Number of Options, Granted | 5,516,399 | ||
Weighted Average Exercise Price,Granted | $ 7.82 | ||
Number of Options, Exercised | (2,181,335) | (1,630,925) | |
Weighted Average Exercise Price, Exercised | $ 2,500 | $ 2.54 | |
Aggregate Intrinsic Value, Exercised | $ 8,807 | $ 8,807 | |
Number of Options, Expired/forfeited | (888,381) | (848,955) | |
Weighted Average Exercise Price, Expired/forfeited | $ 8.04 | $ 2.68 |
Stock-Based Compensation (Det_6
Stock-Based Compensation (Details) - Schedule of weighted-average assumptions used in the black-scholes option pricing model - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Incentive Plan [Member] | ||
Stock-Based Compensation (Details) - Schedule of weighted-average assumptions used in the black-scholes option pricing model [Line Items] | ||
Risk-free interest rate | 0.79% | 0.45% |
Expected term (in years) | 6 years 18 days | 6 years 1 month 17 days |
Expected volatility | 42.10% | 37.25% |
Dividend yield | 0% | 0% |
STI Plan [Member] | ||
Stock-Based Compensation (Details) - Schedule of weighted-average assumptions used in the black-scholes option pricing model [Line Items] | ||
Risk-free interest rate | 1.39% | 0.59% |
Expected term (in years) | 9 years 21 days | 10 years |
Expected volatility | 35.86% | 38.42% |
Dividend yield | 0% | 0% |
Stock-Based Compensation (Det_7
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
All Plans, Excluding Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 11,345 | $ 9,505 |
Restricted Stock [Member] | Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 18,617 | |
Research and Development Expense [Member] | All Plans, Excluding Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 4,001 | 941 |
Research and Development Expense [Member] | Restricted Stock [Member] | Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 7,613 | |
Selling and Marketing Expense [Member] | All Plans, Excluding Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,185 | 387 |
Selling and Marketing Expense [Member] | Restricted Stock [Member] | Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 2,310 | |
General and Administrative Expense [Member] | All Plans, Excluding Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 6,159 | 8,177 |
General and Administrative Expense [Member] | Restricted Stock [Member] | Deferred Salary And Bonuses Settlement [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 8,694 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Income Taxes (Details) [Line Items] | |||
Federal statutory tax rate | 21% | ||
Valuation allowance | $ 256,413 | $ 148,546 | |
Net operating loss carryforwards, no expiration | $ 638,270 | ||
Taxable income limitation, percentage | 80% | ||
Net operating loss carryforwards, subject to expiration | $ 80,528 | ||
Equity ownership, percentage (in Dollars per share) | $ 50 | ||
Income tax position percentage (in Dollars per share) | $ 50 | ||
Federal [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating loss carryforwards | $ 718,798 | ||
Federal [Member] | Research Tax Credit Carryforward [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax credit carryforward | 4,230 | ||
Foreign [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating loss carryforwards | 113,019 | ||
State [Member] | |||
Income Taxes (Details) [Line Items] | |||
Net operating loss carryforwards | 518,073 | ||
State [Member] | Research Tax Credit Carryforward [Member] | |||
Income Taxes (Details) [Line Items] | |||
Tax credit carryforward | $ 4,230 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision for income tax - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | ||
State | 3 | 3 |
Foreign | 237 | |
Total current | 240 | 3 |
Deferred: | ||
Federal | (48,017) | (11,456) |
State | (49,894) | |
Foreign | (9,956) | (2,044) |
Valuation allowance | 107,867 | 13,500 |
Total deferred | ||
Total provision | $ 240 | $ 3 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of components of losses before income taxes, by taxing jurisdiction - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Components of Losses Before Income Taxes By Taxing Jurisdiction [Abstract] | ||
U.S. | $ (408,520) | $ (79,605) |
Foreign | (107,745) | (67,480) |
Total | $ (516,265) | $ (147,085) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal corporate income tax rate | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Federal Corporate Income Tax Rate [Abstract] | |||
Federal income tax expense | 21% | 21% | 21% |
State income taxes (net of federal benefit) | 3.80% | 0% | |
Permanent differences | (0.10%) | (1.30%) | |
Fair value debt adjustments | (4.50%) | (0.60%) | |
Disallowed interest | (0.40%) | (2.70%) | |
Foreign tax rate difference | (0.20%) | (6.70%) | |
Return-to-provision adjustment | (3.10%) | 0.40% | |
Uncertain tax benefit | (0.40%) | ||
Expiration of tax attributes | (1.70%) | (1.00%) | |
State tax rate change on deferred taxes | 6.40% | ||
Valuation allowance | (20.80%) | (9.10%) | |
Effective tax rate | 0% | 0% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets and deferred tax liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating losses (“NOL”) | $ 225,339 | $ 123,633 |
Research and development credits | 4,240 | 7,921 |
Accrued liabilities | 16,258 | 7,564 |
Construction in progress | 3,061 | |
Excess interest expense under section 163(j) | 5,018 | 3,670 |
Capital losses | 3,420 | 2,407 |
Amortization | 12,176 | |
Stock-based compensation | 187 | 428 |
Other | 1,714 | 296 |
Gross deferred tax assets | 268,352 | 148,980 |
Valuation allowance | (256,413) | (148,546) |
Deferred tax assets, net of valuation allowance | 11,939 | 434 |
Deferred Tax Liabilities: | ||
Depreciation | (573) | 454 |
State taxes | (11,366) | (888) |
Total deferred tax liabilities | (11,939) | (434) |
Total net deferred tax assets (liabilities) |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Unrecognized Tax Benefits [Abstract] | ||
Beginning balance | $ 2,666 | $ 2,598 |
Increase related to current year tax positions | 2,331 | 68 |
Ending balance | $ 4,997 | $ 2,666 |
Income Taxes (Details) - Sche_6
Income Taxes (Details) - Schedule of valuation allowance - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Valuation Allowance [Abstract] | ||
Beginning balance | $ 148,546 | $ 135,046 |
Increase related to current year tax positions | 107,867 | 13,500 |
Ending balance | $ 256,413 | $ 148,546 |
Net Loss per share (Details) _2
Net Loss per share (Details) - Schedule of anti-dilutive shares excluded from the calculation of diluted net loss per share - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 222,604,770 | 80,236,847 | 78,695,235 | 37,165,739 |
Stock-based compensation awards – EI Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 31,962,921 | 30,402,801 | ||
Stock-based compensation awards – STI Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 9,526,727 | 6,490,208 | ||
Public Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 23,375,988 | 22,977,568 | 22,977,568 | |
Private Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 276,131 | 674,551 | 674,551 | |
Other warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 4,544,258 | 272,730 | ||
Convertible notes payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive shares | 8,982,677 | 9,009,210 | 9,009,210 |