Tempo Automation (TMPOQ) 10-Q 15 May 23 2023 FY Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity Registrant Name	TEMPO AUTOMATION HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2154263
Entity Address, Address Line One	2460 Alameda Street
Entity Address State Or Province	CA
Entity Address, City or Town	San Francisco
Entity Address, Postal Zip Code	94103
City Area Code	415
Local Phone Number	222-0209
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,751,039
Entity Central Index Key	0001813658
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Common Stock, par value $0.0001 per share
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TMPO
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Trading Symbol	TMPO.W
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 2,227	$ 7,113
Accounts receivable, net	1,934	2,633
Inventory	2,342	2,578
Contract assets	449	233
Prepaid expenses and other current assets	500	744
Total current assets	7,452	13,301
Property and equipment, net	6,011	6,514
Operating leases - right of use asset	329	371
Restricted cash	320	320
Other noncurrent assets	334	83
Total assets	14,446	20,589
Current liabilities
Accounts payable	11,304	10,165
Contract liabilities	2,552	2,595
Accrued liabilities	6,834	7,209
Accrued compensation and related benefits	568	689
Operating lease liability, current	372	516
Finance lease, current	416	1,606
Loan payable - related party, current	600	600
Loan payable, current ($17,374 and $20,101 measured at fair value, respectively)	18,275	20,977
Total current liabilities	40,921	44,357
Operating lease liability, noncurrent	23	30
Finance lease, noncurrent	883
Loan payable, noncurrent	438	663
Warrant liabilities	661	389
Earnout liabilities	2,565	1,173
Total liabilities	45,491	46,612
Commitment and contingencies
Stockholders' deficit
Common stock, $0.0001 par value. 125,000,000 shares authorized at March 31, 2023 and December 31, 2022; 27,148,366 and 26,329,195 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	3	3
Additional paid in capital	229,502	227,137
Accumulated deficit	(260,550)	(253,163)
Total stockholders' deficit	(31,045)	(26,023)
Total liabilities and stockholders' deficit	$ 14,446	$ 20,589

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Loan payable, current	$ 18,275	$ 20,977
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	27,148,366	26,329,195
Common stock, shares outstanding	27,148,366	26,329,195
Loans payable, measured at fair value
Loan payable, current	$ 17,374	$ 20,101

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Condensed Consolidated Statements of Operations
Revenue	$ 2,773	$ 3,897
Cost of revenue	2,700	3,652
Gross profit	73	245
Operating expenses
Research and development	1,936	3,329
Sales and marketing	1,245	3,219
General and administrative	5,618	4,303
Total operating expenses	8,800	10,851
Loss from operations	(8,727)	(10,606)
Other income (expense), net
Interest expense	(119)	(2,019)
Interest income	77
Other income (expense)	930	(4)
Change in fair value of warrants	(272)	128
Change in fair value of debt	2,116
Change in fair value of earnout liabilities	(1,392)
Total other income (expense), net	1,340	(1,895)
Loss before income taxes	(7,387)	(12,501)
Net loss	$ (7,387)	$ (12,501)
Net loss attributable per share to common stockholders, basic	$ (0.28)	$ (1.85)
Net loss attributable per share to common stockholders, diluted	$ (0.28)	$ (1.85)
Weighted-average shares used to compute net loss attributable per share to common stockholders, basic	26,331,475	6,748,520
Weighted-average shares used to compute net loss attributable per share to common stockholders, diluted	26,331,475	6,748,520

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Previously reported Convertible Preferred Stock	Previously reported Common Stock	Previously reported Additional Paid-in Capital	Previously reported Accumulated Deficit	Previously reported	Retrospective application of recapitalization Convertible Preferred Stock	Retrospective application of recapitalization Common Stock	Retrospective application of recapitalization Additional Paid-in Capital	Retrospective application of recapitalization	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at beginning of period at Dec. 31, 2021			$ 16,117	$ (108,312)	$ (92,195)		$ 1	$ 75,683	$ 75,684	$ 1	$ 91,800	$ (108,312)	$ (16,511)
Balance at beginning of period, shares at Dec. 31, 2021		10,037,305								6,745,554
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss												(12,501)	(12,501)
Issuance of common stock upon exercise of stock options											29		29
Issuance of common stock upon exercise of stock options, shares										4,320
Stock-based compensation											865		865
Balance at end of period at Mar. 31, 2022										$ 1	92,694	(120,813)	(28,118)
Balance at end of period, shares at Mar. 31, 2022										6,749,874
Balance at beginning of period at Dec. 31, 2021	$ 75,684					$ (75,684)
Balance at beginning of period, shares at Dec. 31, 2021	29,520,187					(29,520,187)	(3,291,751)
Balance at beginning of period at Dec. 31, 2021			$ 16,117	$ (108,312)	$ (92,195)		$ 1	$ 75,683	$ 75,684	$ 1	91,800	(108,312)	(16,511)
Balance at beginning of period, shares at Dec. 31, 2021		10,037,305								6,745,554
Balance at end of period at Dec. 31, 2022										$ 3	227,137	(253,163)	(26,023)
Balance at end of period, shares at Dec. 31, 2022										26,329,195
Balance at beginning of period at Dec. 31, 2021	$ 75,684					$ (75,684)
Balance at beginning of period, shares at Dec. 31, 2021	29,520,187					(29,520,187)	(3,291,751)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss										$ 0		(7,387)	(7,387)
Issuance of common stock upon exercise of stock options										$ 0	2		$ 2
Issuance of common stock upon exercise of stock options, shares										7,327			7,327
Issuance of common stock upon exercise of equity line of credit										$ 0	276		$ 276
Issuance of common stock upon exercise of equity line of credit, shares										350,000
Issuance of common stock to capital market advisors (in shares)										461,844
Issuance of common stock to capital market advisors										$ 0	665		665
Stock-based compensation										0	1,422		1,422
Balance at end of period at Mar. 31, 2023										$ 3	$ 229,502	$ (260,550)	$ (31,045)
Balance at end of period, shares at Mar. 31, 2023										27,148,366

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (7,387)	$ (12,501)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	527	1,642
Stock-based compensation	1,711	865
Loss on disposal of property and equipment		(3)
Noncash operating lease expense	42	211
Change in fair value of warrants	(272)	128
Change in fair value of debt	(2,727)
Change in fair value of earnout liabilities	(1,392)
Changes in operating assets and liabilities:
Accounts receivable	(699)	(430)
Contract assets	(216)	(309)
Inventory	236	(541)
Prepaid expenses and other current assets	244	(527)
Other noncurrent assets	(251)	(838)
Accounts payable	1,139	204
Contract liabilities	(43)	278
Accrued liabilities	(790)	1,390
Operating lease liabilities	(151)	(263)
Net cash used in operating activities	(5,303)	(10,084)
Cash flows from investing activities:
Purchases of property and equipment		(13)
Net cash used in investing activities		(13)
Cash flows from financing activities:
Principal payments under finance lease obligations	(307)	(255)
Proceeds from issuance of debt		15,000
Payment of debt issuance costs		(111)
Debt repayment	(219)	(200)
Proceeds from exercise of stock options	2	29
Proceeds from issuance of common stock	941
Payment of deferred transaction costs		(102)
Net cash provided by financing activities	417	14,361
Net increase (decrease) in cash, cash equivalents and restricted cash	(4,886)	4,264
Cash, cash equivalents and restricted cash at beginning of period	7,433	3,184
Cash, cash equivalents and restricted cash at end of period	$ 2,547	$ 7,448

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2023
Description of Business
Description of Business	(Unaudited) (1) Description of Business Tempo Automation Holdings, Inc. (formerly known as ACE Convergence Acquisition Corp. prior to the consummation of the business combination) (together with its subsidiaries, the “Company,” “Tempo,” “us,” “our” or “we”) is a Printed Circuit Board Assembly (“PCBA”) service company that was incorporated in Delaware in 2022. Tempo provides on-demand PCBA services for prototyping and low volume production. The Company’s proprietary software combines with traditional processes and off-the-shelf software to create a digital thread from estimating to shipping. This digital thread enhances Tempo’s ability to execute complex manufacturing processes quickly and precisely. On November 22, 2022, ACE Convergence Acquisition Corp. (“ACE”) and its subsidiary, ACE Convergence Subsidiary Corp, acquired Legacy Tempo via a series of mergers, whereby Legacy Tempo merged into ACE Convergence Subsidiary Corp, (“Merger Sub”), and became a wholly owned subsidiary of ACE (the “Merger”). ACE was renamed Tempo Automation Holdings, Inc. (also referred to herein as “New Tempo”). Prior to the Merger, ACE Convergence Acquisition LLC was the sponsor of ACE (the “Sponsor”) and with the close of the Merger either ACE Convergence Acquisition LLC or affiliated entities, remained a significant shareholder in the Company. In connection with the execution of the Merger, New Tempo received proceeds from a number of investors (the “PIPE Investors”), pursuant to the Third Amended and Restated Subscription Agreement, whereby such investors agreed to purchase an aggregate of 550,000 shares of common stock (the “Committed PIPE Shares”), for an aggregate purchase price of $5.5 million, in a private placement pursuant to the subscription agreements (the “PIPE”). Of the $5.5 million, New Tempo received a cash inflow of $3.5 million and an existing investor holding $2.0 million in the Trust agreed to participate in the PIPE investment, exchanging its shares in Trust for PIPE shares. Pursuant to the PIPE subscription agreement, an additional 2,000,000 shares of common stock (the “Incentive PIPE Shares”) were issued to the PIPE Investors (including to the LSA PIPE Investors, as discussed below) on a pro-rata basis as an incentive to purchase the shares under the Third Amended and Restated PIPE Subscription Agreement. The funding from the PIPE Investors closed immediately prior to the closing of the Merger. In addition to the Committed PIPE Shares and Incentive PIPE Shares issued at the closing of the PIPE investment, New Tempo agreed that the newly merged entity would: ● issue additional shares of common stock to each PIPE Investor (the “Additional Shares”) in the event that the volume weighted average price per share (“Adjustment Period VWAP”) of New Tempo common stock during the 30 days commencing on the date on which a registration statement registering the resale of the shares of New Tempo common stock acquired by such PIPE Investors is declared effective is less than $10.00 per share; and ● transfer to the PIPE subscribers (to the extent such subscribers committed shares are still outstanding) up to an additional 1,000,000 shares (“Additional Period Shares”) in the event that during the additional period the volume weighted average price per share (“Additional Period VWAP”) is less than the Adjustment Period WVAP during the fifteen month period following closing of the Merger. Due to the number of PIPE Incentive Shares issued at closing, pursuant to the PIPE subscription agreement no Additional Shares will be issued by New Tempo to any PIPE investor. For the Additional Period Shares which remain subject to issuance, the Company determined that these represent equity linked financial instruments that are liability classified and measured at fair value at each reporting date. At closing of the Merger, the liability associated with such additional period shares was immaterial. The Company remeasured the liability at December 31, 2022, recording $0.8 million within earnout liabilities on the consolidated balance sheet and recorded a loss on remeasurement of $0.8 million for the period from the date of the Merger to December 31, 2022, which is recorded within change in fair value of earnout liabilities on the consolidated statement of operations. Immediately prior to the closing of the Merger, all convertible promissory notes converted into Legacy Tempo common stock, all shares of outstanding redeemable convertible preferred stock of Legacy Tempo were automatically converted into shares of Legacy Tempo common stock, and substantially all outstanding warrants for Legacy Tempo shares were net settled into shares of common stock of Legacy Tempo. Upon the consummation of the Merger, each share of Legacy Tempo common stock issued and outstanding was canceled and converted into the right to receive 0.1705 shares (the “Exchange Ratio”) of common stock of ACE.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	(2) Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation of our condensed consolidated financial statements. These reclassifications had no effect on the reported results of operations and ending shareholders’ equity. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023, and its results of operations for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023, and 2022. The results for the three months ended March 31, 2023 and 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with Tempo’s Annual Report, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of December 31, 2022, has been derived from the Company’s audited financial statements. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition and contract assets and liabilities; allowance for doubtful accounts; determination of fair value of debt; determination of fair value of warrants; determination of fair value of earnout liabilities; accounting for income taxes, including the valuation allowance on deferred tax assets and reserves for uncertain tax positions; accrued liabilities; and the recognition and measurement of contingent liabilities. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the financial statements. Risks and Uncertainties The Company is subject to a number of risks. The Company conducts business in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on its future financial position, results of operations, or cash flows: advances and trends in new technologies and industry standards; pressures resulting from new applications offered by competitors; delays in applications and functionality development; changes in certain strategic relationships or customer relationships; the Company’s ability to attract new customers or retain existing customers; the length of the Company’s sales cycles and expense related to sales efforts; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; changes in domestic and international economic or political conditions or regulations; the ability of the Company to finance its operations; and the Company’s ability to attract and retain employees necessary to support its growth. Additionally, the COVID-19 pandemic has negatively impacted the global economy, disrupted supply chains, constrained work force participation, and created significant volatility and disruption of financial markets. Liquidity and Going Concern The Company has experienced negative cash flows from operations since inception and expects negative cash flows from operations to continue for the foreseeable future. The Company had an accumulated deficit of $260.6 million, cash, cash equivalents and restricted cash of $2.5 million and a working capital deficiency of $33.5 million as of March 31, 2023. During the three months ended March 31, 2023, the Company used net cash of $5.3 million in operating activities and incurred a net loss of $7.4 million. Additionally, as of the date these financial statements were available for issuance, the Company had approximately $3.5 million of loan contractual principal payments and finance lease obligations coming due within the next 12 months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to fund planned operations while meeting obligations as they come due, the Company will need to secure additional debt or equity financing. These plans for additional financings are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Failure to secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact additional operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, assuming the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course. Revenue from Contracts with Customers Revenue Recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), we recognize revenue over the contract period as services are being performed and as the related asset is being created. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these services using the five-step method required by ASC 606: (1) Identify the contract with a customer: A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We enter into a purchase order with each customer and ensure the purchase order is executed by all parties. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days from the date when the performance obligation has been satisfied and include no general rights of return. (2) Identify the performance obligations in the contract: Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products and services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. Our contracts typically consist of a single performance obligation for assembled PCBAs. As part of the term and conditions of the customer contract, we generally offer a warranty for a period of thirty days from the date of the shipment. This warranty provides the customers with assurance that the assembled product complies with the agreed upon workmanship specifications and/or standards. Therefore, as the warranty cannot be purchased separately and only provides assurance that the product complies with agreed-upon workmanship specifications and/or standards, the warranty is not considered a separate performance obligation. (3) Determine the transaction price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring products and services to the customer. The transaction price generally consists of fixed consideration as noted in each purchase order. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that contracts do not include a significant financing component. We elected a practical expedient available under ASC 606 which permits us to not adjust the amount of consideration for the effects of a significant financing component if, at contract inception, the expected period between the transfer of promised goods or services and customer payment is one year or less. (4) Allocate the transaction price to performance obligations in the contract: If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Each purchase order contains only one performance obligation and hence, the contract price per the purchase order is deemed to be reflective of the standalone selling price and the entire transaction price is allocated to the single performance obligation. All manufactured products are highly customized, and therefore, priced independently. (5) Recognize revenue when or as the company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whether the performance obligation is satisfied over time or at a point in time. The transfer of control for our products qualify for over time revenue recognition because the products represent assets with no alternative use and the contracts include an enforceable right to payment for work completed to date. We have selected a cost incurred input method of measuring progress to recognize revenue over time, based on the status of work performed. The cost input method is representative of the value provided to the customer as it represents our performance completed to date. We typically satisfy our performance obligations in one month or less. We have elected to treat shipping and handling activities as fulfillment costs and also elected to record revenue net of sales and other similar taxes. Concentrations of Credit Risk and Major Customers Our customer base consists primarily of leading innovators in space, semiconductor, aviation and defense, medical device, as well as industrials and e-commerce. We do not require collateral on our accounts receivables. As of March 31, 2023 and December 31, 2022, one customer accounted for 61% of our accounts receivable. No other customers accounted for more than 10% of our accounts receivable, net. During the three months ended March 31, 2023, one customer accounted for 46% of our total revenue. During the three months ended March 31, 2022, two customers accounted for 40% and 19% of our total revenue, respectively. No other customers accounted for more than 10% of our total revenue. Further, our accounts receivable is from companies within the various industries listed above and, as such, we are exposed to normal industry credit risks. We continually evaluate our reserves for potential credit losses and establish reserves for such losses. Contract Balances The timing of revenue recognition, billings and cash collections can result in deferred revenue (contract liabilities), unbilled receivables (contract assets), and billed accounts receivable. a. Contract Liabilities A contract liability results when payments from customers are received in advance for assembly and manufacturing of the goods. The Company recognizes contract liabilities as revenues upon satisfaction of the underlying performance obligations. Deferred revenue that is expected to be recognized as revenue during the subsequent twelve-month period from the date of billing is recorded in contract liabilities and the remaining portion, if any, is recorded in contract liabilities, noncurrent on the accompanying balance sheets at the end of each reporting period. For the three months ended March 31, 2023 and 2022, the Company recognized as revenue of $0.4 million and $0.1 million that was included in the contract liabilities balance at the beginning of the related periods, respectively. b. Contract Assets Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Unbilled receivables that are expected to be billed during the subsequent twelve-month period from the date of revenue recognition are recorded in contract assets, and the remaining portion, if any, is recorded in other noncurrent assets on the accompanying balance sheets at the end of each reporting period. As of March 31, 2023 and December 31, 2022, there were no amounts attributable to contract assets recorded within other noncurrent assets. Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for services already performed, but billed in arrears and for which the Company believes it has an unconditional right to payment. Below are the billed receivables, unbilled receivables, and deferred revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Accounts receivable, net ​ $ 1,934 ​ $ 2,633 Contract assets ​ 449 ​ 233 Contract liabilities ​ 2,552 ​ 2,595 ​ Segment Reporting and Geographic Information For the three months ended March 31, 2023 and 2022, the Company was managed as a single operating segment in accordance with the provisions in the FASB guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Chief Executive Officer is the chief operating decision maker as she is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. Substantially, all of the Company’s revenues are domestic sales and fixed assets are physically located in the United States. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and highly liquid securities with original maturity dates of three months or less from the original date of purchase. Cash balances with each commercial bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2023 and December 31, 2022, the Company had accounts with cash balances outstanding over the FDIC’s $250,000 insurable amount. The restricted cash balance as of March 31, 2023 and December 31, 2022 represents $0.3 million related to a letter of credit for the Company’s office space lease. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Cash and cash equivalents ​ $ 2,227 ​ $ 7,113 Restricted cash ​ 320 ​ 320 Total cash, cash equivalents and restricted cash ​ $ 2,547 ​ $ 7,433 ​ Financial Institution Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the FDIC’s insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flow Net Loss Per Share of Common Stock Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of preferred stock, stock options, preferred and common stock warrants and convertible notes. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Related Parties As discussed in Note 1 — Organization, in October 2021, ACE entered into a Merger Agreement with Merger Sub and Legacy Tempo. The Chief Financial Officer of New Tempo was also a director of ACE and was therefore considered an interested related party to the business combination. Additionally, the Company issued promissory notes to Point72 Ventures Investments, LLC (“P72”) and Lux Ventures IV, L.P. (“Lux”) and entered into a bridge note with ACE and AEPI during the nine months ended September 30, 2022 Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU 2016-13. The amendments in ASU 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for the Company beginning January 1, 2023 and the implementation of the standard did not have a material impact to the Company’s financial statements. In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires accounting for contract assets and liabilities from contracts with customers in a business combination to be accounted for in accordance with ASC 606. The standard is effective for the Company beginning January 1, 2023 and the implementation of the standard did not have a material impact to the Company’s financial statements.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements
Fair Value Measurements	(3) Fair Value Measurements The following table provides a summary of all financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Level 1 Level 2 Level 3 Total Financial Liabilities: ​ ​ ​ ​ Warrant liabilities ​ $ 661 ​ $ — ​ $ — ​ $ 661 Earnout liability – Tempo Earnout ​ — ​ ​ — ​ ​ 1,770 ​ ​ 1,770 Earnout liability – Additional Period Shares ​ — ​ ​ — ​ ​ 795 ​ ​ 795 A&R LSA (as defined below) Borrowings ​ — ​ ​ — ​ ​ 17,374 ​ ​ 17,374 Total ​ $ 661 ​ $ — ​ $ 19,939 ​ $ 20,600 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Financial Liabilities: ​ ​ ​ ​ Warrant liabilities ​ $ — ​ $ 389 ​ $ — ​ $ 389 Earnout liability – Tempo Earnout ​ ​ — ​ ​ — ​ ​ 410 ​ ​ 410 Earnout liability – Additional Period Shares ​ ​ — ​ ​ — ​ ​ 763 ​ ​ 763 A&R LSA (as defined below) Borrowings ​ ​ — ​ ​ — ​ ​ 20,101 ​ ​ 20,101 Total ​ $ — ​ $ 389 ​ $ 21,274 ​ $ 21,663 ​ In determining the fair value of the number of earnout shares issuable to eligible Tempo equity holders (the “Tempo Earnout Shares”), the Company used the following inputs and assumptions: ​ ​ ​ ​ ​ ​ As of March 31, 2023 Volatility 11.5 % - 35.0 % Discount rate 8.3 % - 17.3 % Expected term 4.5 years ​ ​ On July 6, 2022, the Company entered into those certain Second Amended and Restated Subscription Agreements with each of the investors named therein (collectively, the “PIPE Investors”) whereby each PIPE Investor was entitled to receive a number of additional shares of Common Stock based on the Company reaching certain volume weighted average price (“VWAP”) thresholds for each share of Common Stock during an adjustment period after the closing of the business combination (such additional shares, the “Additional Period Shares”). In determining the fair value of the Additional Period Shares, the Company used the following inputs and assumptions: ​ ​ ​ ​ ​ ​ As of March 31, 2023 Volatility 51.8 % Discount rate 4.7 % Expected term 0.9 years ​ ​

Other Balance Sheet Components

Other Balance Sheet Components	3 Months Ended
	Mar. 31, 2023
Other Balance Sheet Components
Other Balance Sheet Components	(4) Other Balance Sheet Components (a) Inventory Inventory consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Raw materials ​ $ 2,271 ​ $ 2,127 Work in progress ​ 71 ​ 451 Total inventory ​ $ 2,342 ​ $ 2,578 ​ ​ (b) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Prepaid expense $ 454 $ 401 Other current assets ​ ​ 46 ​ ​ 343 Total prepaid expenses and other current assets $ 500 $ 744 ​ ​ (c) Other Noncurrent Assets Other noncurrent assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Deposits ​ $ 251 ​ $ — Advance rent and prepaids ​ 83 ​ 83 Total other noncurrent assets ​ $ 334 ​ $ 83 ​ (d) Accrued Liabilities Accrued liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Accrued legal fees (1) ​ $ 4,935 ​ $ 4,053 Accrued professional fees (1) ​ 1,421 ​ 2,446 Accrued sales and business taxes ​ 158 ​ 221 Accrued cost of revenue ​ 172 ​ 176 Other accrued liabilities ​ 148 ​ 313 Total accrued expenses ​ $ 6,834 ​ $ 7,209 (1) These accrued legal and professional fees primarily relate to the business combination . In addition to the amounts included above, as of March 31, 2023, the Company also recorded $5.3 million and $0.2 million of legal fees and professional fees related to the business combination, respectively, within accounts payable in the consolidated balance sheets. As of December 31, 2022, the Company recorded $5.9 million and $1.2 million of legal fees and professional fees related to the business combination, respectively, within accounts payable in the consolidated balance sheets. ​ (e) Accrued Compensation and Related Benefits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Accrued payroll ​ $ 217 ​ $ 380 Accrued vacation ​ 276 ​ 244 Accrued commissions ​ 31 ​ 39 Accrued payroll taxes ​ ​ 44 ​ ​ 26 Total accrued compensation and related benefits ​ $ 568 ​ $ 689 ​

Borrowing Arrangements

Borrowing Arrangements	3 Months Ended
	Mar. 31, 2023
Borrowing Arrangements
Borrowing Arrangements	(5) Borrowing Arrangements Equipment Loan and Security Agreement On January 29, 2021, Legacy Tempo entered into an equipment loan and security agreement with SQN Venture Income Fund II, LP. The overall loan facility provides for a maximum borrowing capacity of $6.0 million consisting of two tranches, each On January 29, 2021, Legacy Tempo drew down $3.0 million of the facility. Tempo is required to make monthly payments for a period of 42 months on this tranche. The loan has a maturity date of July 2024. An additional $3.0 million can be drawn by Tempo, provided that certain criteria are met, such as Tempo not having defaulted on the Tranche I Loan and there having not been a material adverse change (as defined in the Loan and Security Agreement) as of the date for the borrowing request. The loan facility is used for financing certain equipment purchases. The loan bears a cash interest of 8.95% per annum. Interest is payable on the first day of the month. If the loan is in default, it shall bear interest at a rate of an additional 5% per annum. The loan interest expense and discount amortization interest for the year ended December 31, 2022 was $0.1 million and $34 thousand, respectively. The Company was in compliance with the covenants as of March 31, 2023 and December 31, 2022. In conjunction with entering into the equipment loan and security agreement, the Company entered into a warrant agreement with the lender and issued 18,417 warrants exercisable for the Company’s common stock at $5.51. For further details on the warrants issued in conjunction with the equipment loan and security agreement, see Note 8. November 2022 Amended and Restated LSA On November 22, 2022, in connection with the closing of the Merger, the Company entered into that certain First Amended and Restated Loan and Security Agreement (“A&R LSA”), by and among, the Company, as borrower and the lenders party thereto (the “Lenders”), pursuant to which the Lenders committed to lend the Company up to $20.0 million in term loan financing (the “A&R LSA Facility” or the “Credit Facility”). The A&R LSA amended and restated in its entirety that certain Loan and Security Agreement, dated as of October 13, 2021, by and among the Company and the lenders party thereto. The A&R LSA bears interest equal to a per annum rate of the greater of (i) 9.75%, and (ii) 4.25% plus the prime rate then in effect. Additionally, the A&R LSA bears a PIK interest of 3.25% per annum with PIK interest capitalized, compounded, and added to the principal balance monthly in arrears. As of December 31, 2022, the Company had $0.1 million of accrued PIK interest associated with A&R LSA. Repayments of the principal balance outstanding from the A&R LSA commence in December 2023. The A&R LSA Facility matures on December 1, 2025, but if this loan is not fully repaid by May 15, 2024, the Company would be required to pay an exit fee equal to 80% of the principal. As of March 31, 2023 and the filing date of this Quarterly Report, the Company was not able to maintain Unrestricted Cash (as defined in the A&R LSA) of $5.0 million at all times (the “Unrestricted Cash Covenant)” and was not in compliance with the Unrestricted Cash Covenant. The Company has elected to account for borrowings under the A&R LSA under the fair value option. Additionally, the Company has elected to account for the interest expense derived from the A&R LSA through the change in fair value of debt in the consolidated statement of operations. The Company had interest expense of $0.6 million during the three months ended March 31, 2023 which was expensed through the change in fair value of debt. The following table sets forth the net carrying amount of borrowings as of March 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan Payable, ​ Loan Payable, ​ ​ ​ ​ Current Noncurrent Total SQN Equipment Loan ​ $ 901 ​ $ 438 ​ $ 1,339 A&R LSA (FVO) ​ 17,374 ​ — ​ 17,374 Total loan payable ​ $ 18,275 ​ $ 438 ​ $ 18,713 ​ The following table sets forth the net carrying amount of borrowings as of December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan Payable, Loan Payable, ​ ​ ​ Current Noncurrent Total SQN Equipment Loan ​ $ 876 ​ $ 663 ​ $ 1,539 A&R LSA (FVO) ​ 20,101 ​ — ​ ​ 20,101 Total loan payable ​ $ 20,977 ​ $ 663 ​ $ 21,640 ​ SQN Equipment Loan ​ ​ ​ ​ ​ ​ As of March 31, 2023 Total notes payable ​ $ 1,254 Add: accretion of final interest payable ​ 115 Less: loan payable, current ​ (901) Less: unamortized debt discount ​ (30) Total loan payable, noncurrent ​ $ 438 ​ ​ ​ ​ ​ ​ As of December 31, 2022 Total notes payable ​ $ 1,472 Add: accretion of final interest payable ​ 106 Less: loan payable, current ​ (876) Less: unamortized debt discount ​ (39) Total loan payable, noncurrent ​ $ 663 ​ A&R LSA (FVO) ​ ​ ​ ​ ​ ​ Fair Value – Level 3 Balance, January 1, 2023 ​ $ 20,101 Additions ​ — Less: Payments ​ — Change in fair value ​ (2,727) Balance, March 31, 2023 ​ $ 17,734 ​ ​ ​ ​ ​ ​ Fair Value – Level 3 Balance, January 1, 2022 ​ $ — Additions ​ 20,000 Less: Payments ​ ​ (250) Change in fair value ​ 351 Balance, December 31, 2022 ​ $ 20,101 ​ In determining the fair value of the A&R LSA as of March 31, 2023, the Company used the following inputs and assumptions: ​ ​ ​ ​ ​ ​ March 31, 2023 Expected term 2.7 years ​ Discount rate 25.6 % ​ The notes payable future contractual principal payments are as follows during the years noted (in thousands): ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2023 2023 (remaining) ​ $ 1,016 2024 ​ 4,789 2025 ​ 15,449 Total future principal payments ​ $ 21,254 ​

Borrowing Arrangements - Relate

Borrowing Arrangements - Related Party	3 Months Ended
	Mar. 31, 2023
Borrowing Arrangements - Related Party
Borrowing Arrangements Related Party	(6) Borrowing Arrangements – Related Party Asia-IO On August 12, 2020, the Company entered into a $0.6 million working capital facility (the “Working Capital Facility”) with ASIA-IO Advisors Limited, a related party. The Working Capital Facility does not bear interest and does not have a maturity date. As of March 31, 2023 and December 31, 2022, the Company has not repaid the $0.6 million Working Capital Facility.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2023
Stockholders' Deficit
Stockholders' Deficit	(7) Stockholders’ Deficit The Company has reserved shares of common stock for issuance related to stock options and restricted stock units (“RSUs”), warrants, shares reserved for future grants and earnout shares: ​ ​ ​ ​ ​ As of ​ ​ March 31, ​ 2023 Warrants to purchase common stock 18,106,559 Options to purchase common stock and RSUs 5,706,845 Shares reserved for future grants 1,916,425 Earnout shares 7,000,000 Total shares of common stock reserved 32,729,829 ​

Warrants

Warrants	3 Months Ended
	Mar. 31, 2023
Warrants
Warrants	​ (8) Warrants Equity Classified Warrants The following equity classified warrants were outstanding as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants to purchase Shares Exercise Price Issuance Date Expiration Date Common Stock 11,499,987 ​ $ 11.50 7/27/2020 11/21/2027 ​ Liability Classified Warrants As of March 31, 2023 and December 31, 2022, the Company has the following liability-classified warrants outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants to purchase # of Shares Exercise Price Issuance Date Expiration Date Common Stock ​ 6,572 ​ $ 16.17 ​ 10/13/2017 ​ 10/13/2027 Common Stock 4,759,536 ​ $ 11.50 7/27/2020 11/21/2027 Common Stock 468,750 ​ $ 11.50 7/27/2020 11/21/2027 Common Stock 891,714 ​ $ 11.50 7/27/2020 11/21/2027 Common Stock 480,000 ​ $ 11.50 7/27/2020 11/21/2027 ​ 6,606,572 ​ ​ ​ ​ ​ ​ ​ ​ The following tables details the changes in fair value of the liability-classified warrants, for the three months ended March 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ Fair Value Warrants outstanding – January 1, 2023 ​ $ 389 Change in fair value ​ 272 Warrants outstanding – March 31, 2023 ​ $ 661 ​ ​ ​ ​ ​ ​ Fair Value Warrants outstanding - January 1, 2022 ​ $ 5,573 Warrants issued ​ 1,377 Change in fair value ​ (128) Warrants outstanding – March 31, 2022 ​ $ 6,822 ​ The change in fair value as shown in the table above is recorded as a change in fair value of warrants in the condensed statements of operations.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2023
Stock-Based Compensation
Stock-Based Compensation	(9) Stock-Based Compensation Amended And Restated 2015 Equity Incentive Plan In April 2015, the board of directors of Legacy Tempo prior to the Merger adopted the 2015 Equity Incentive Plan (“the 2015 Plan”), which was subsequently approved by the Legacy Tempo’s stockholders. The 2015 Plan was terminated in connection with the closing of the Merger, and accordingly, no shares are currently available for grant under the 2015 Plan. The 2015 Plan continues to govern outstanding awards granted thereunder. 2022 Incentive Award Plan In November 2022, the board of directors of Tempo adopted the Tempo Automation Holdings, Inc. 2022 Incentive Award Plan (“the 2022 Plan”), which was subsequently approved by the Company’s stockholders. As of March 31, 2023, there were 1,916,425 shares of common stock available for issuance under the 2022 Plan. Option Activity A summary of cumulative option activity under the 2015 Plan and the 2022 Plan is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options outstanding ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ ​ ​ ​ average ​ average ​ Aggregate ​ ​ Number of ​ exercise price ​ contractual term ​ intrinsic value ​ shares per share (in years) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding – December 31, 2022 2,754,199 ​ $ 4.73 7.46 $ 77 Options granted 1,441,763 ​ 1.33 ​ ​ ​ Options exercised (7,327) ​ 0.27 ​ ​ ​ Options forfeited (38,519) ​ 2.50 ​ ​ ​ Options expired (63,261) ​ 9.63 ​ ​ ​ Outstanding – March 31, 2023 4,086,855 ​ ​ 4.48 7.81 ​ ​ 77 Vested during the period 188,168 ​ 3.70 9.02 ​ — Vested at end of period 2,017,112 ​ 6.25 6.06 ​ 77 Exercisable at the end of the period 2,017,112 ​ 6.25 6.06 ​ 77 Shares expected to vest 2,069,743 ​ 2.74 9.53 ​ — Vested and expected to vest 4,086,855 ​ 4.48 7.81 ​ 77 ​ RSU Activity A summary of the 2015 Plan RSU activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Number of Awards ​ Average ​ Outstanding Grant Date Fair Value Unvested Balance – December 31, 2022 & March 31, 2023 1,619,990 ​ $ 22.25 ​ Determination of Fair Value The Company estimates the fair value of share-based compensation for stock options and restricted stock units utilizing the BSM option pricing model, which is dependent upon several variables, discussed below. These amounts are estimates and, thus, may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The Company recognizes compensation using the straight-line basis over the requisite service period, which is generally the vesting period of the respective award. Expected Term: Expected Volatility: Risk-Free-Interest-Rate: Expected Dividend: The following assumptions were used to calculate the fair value of options granted during the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 Weighted-average expected term 5.77 Weighted-average expected volatility 67.48 % Weighted-average risk-free interest rate 3.64 % Weighted-average expected dividends — % ​ Stock-based compensation expense The following table summarizes stock-based compensation expense and its allocation within the accompanying statements of operations during the three months ended March 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Cost of goods sold ​ $ 85 ​ $ 167 Research and development ​ 447 ​ 225 Sales and marketing ​ 110 ​ 185 General and administrative ​ 1,069 ​ 288 Total stock-based compensation expense ​ $ 1,711 ​ $ 865 ​ As of March 31, 2023, there were a total of $4.5 million and $6.2 million of unrecognized employee compensation costs related to service-based options and RSUs, respectively, excluding unrecognized costs associated with performance-based stock options and RSUs. Such compensation cost is expected to be recognized over a weighted-average period of approximately 2.62 years and 2.45 years for service-based options and RSUs, respectively. The weighted-average grant date fair value of the shares granted during the three months ended March 31, 2023 was $0.83 per share. The weighted-average grant date fair value of the shares granted during the year ended December 31, 2022 was $1.86 per share.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies.
Commitments and Contingencies	(10) Commitments and Contingencies Operating Leases The table below presents the operating lease-related assets and liabilities recorded on the condensed balance sheets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Classifications on the condensed consolidated financial statements As of March 31, 2023 Operating lease assets Operating leases – right-of-use asset ​ $ 329 Operating lease liability, current Operating lease liability, current ​ 372 Operating lease liability, noncurrent Operating lease liability, noncurrent ​ 23 ​ ​ ​ ​ ​ ​ ​ ​ ​ Classifications on the condensed consolidated financial statements ​ As of December 31, 2022 Operating lease assets Operating leases– right-of-use asset ​ $ 371 Operating lease liability, current Operating lease liability, current ​ 516 Operating lease liability, noncurrent Operating lease liability, noncurrent ​ 30 ​ The estimated incremental borrowing rate used to measure the lease liability is 8.95%. Rent expense recorded was $0.2 million for the three months ended March 31, 2023 and 2022 within general and administrative expenses in the consolidated statement of operaitons. Variable lease expenses for the three months ended March 31, 2023 and 2022 were immaterial. Future minimum lease payments under non-cancelable operating leases as of March 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ As of March 31, ​ ​ 2023 2023 (remaining) ​ $ 372 2024 ​ 29 Total future lease payments ​ 401 Less imputed interest ​ (6) Total operating lease liability ​ $ 395 ​ Finance Leases On February 16, 2023, the Company entered into a three-month extension of the lease of its corporate headquarters through August 31, 2023. The table below presents the finance lease-related assets and liabilities recorded on the condensed balance sheets and the condensed statement of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Classification on the condensed consolidated financial statements As of March 31, 2023 Finance lease assets Property and equipment, net ​ $ 3,252 Finance lease liability, current Finance lease, current ​ 416 Finance lease liability, noncurrent Finance lease, noncurrent ​ ​ 883 ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Classification on the condensed consolidated financial statements ​ March 31, 2023 Depreciation of the leased asset Cost of revenue ​ $ 136 Lease interest expense Other income (expense), net ​ 69 ​ ​ ​ ​ ​ ​ ​ ​ ​ Classification on the condensed financial consolidated statements ​ As of December 31, 2022 Finance lease assets Property and equipment, net ​ $ 3,383 Finance lease liability, current Finance lease, current ​ 1,606 Finance lease liability, noncurrent Finance lease, noncurrent ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Classification on the condensed consolidated financial statements ​ March 31, 2022 Depreciation of the leased asset Cost of revenue ​ $ 137 Lease interest expense Other income (expense), net ​ 121 ​ Future minimum lease payments under finance lease are as follows (in thousands): ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2023 2023 (remaining) ​ $ 691 2024 ​ ​ 671 2025 ​ ​ 671 2026 ​ ​ 416 Total future lease payments ​ 2,449 Less: imputed interest ​ (1,150) Total finance lease liability ​ $ 1,299 ​ The weighted average remaining lease term for our operating leases and finance leases is 1.0 years and 3.3 years and the weighted average discount rate of our operating leases and finance leases is 8.95% and 18.71%, respectively. Supplemental disclosures of cash flow information related to leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Operating cash flows paid for operating leases ​ $ 307 ​ $ 299 Financing cash flows paid for finance leases ​ 376 ​ 376 ​

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Taxes
Income Taxes	(11) Income Taxes The Company did not record a provision or benefit for income taxes during the three months ended March 31, 2023 and 2022. The Company continues to maintain a full valuation allowance for its net U.S. federal and state deferred tax assets. The Company is maintaining an unrecognized tax benefit reserve in the amount of $0.4 million related to research and development credits. Under the provisions of the CARES Act, the Company is eligible for a refundable employee retention credit subject to certain criteria. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned. Accordingly, the Company recorded a $0.9 million employee retention credit during the three months ended March 31, 2023, which is included in other income in the consolidated statements of operations. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted and signed into law. The IRA contains two main corporate income tax provisions, including a 15% minimum tax on the average annual adjusted financial statement income of corporations with profits over $1 billion over a three-year period as well as a 1% excise tax on the corporate stock buybacks by domestic publicly traded corporations. The Company is currently evaluating the impact of the IRA on its financial statements for tax year 2023 but does not expect a material impact to the Company’s tax position.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2023
Net Loss Per Share
Net Loss Per Share	(12) Net Loss Per Share The Company uses the two-class method to calculate basic net loss per share and apply the more dilutive of the two-class method, treasury stock method or if-converted method to calculate diluted net loss per share. No dividends were declared or paid for the three months ended March 31, 2023 and 2022. Undistributed earnings for each period are allocated to participating securities, including the preferred stock for applicable periods, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there are no contractual obligations for the preferred stockholders to share in losses, the Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during periods with undistributed losses. The table below sets forth the computation of basic and diluted net loss per share (in thousands, except share data and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Basic and diluted: ​ ​ Net loss ​ $ (7,387) ​ $ (12,501) Weighted-average number of shares of common stock outstanding ​ 26,331,475 ​ 6,748,520 Basic and diluted net loss per share ​ $ (0.28) ​ $ (1.85) ​ Basic and diluted net loss per share attributable to common stockholders is the same for the three months ended March 31, 2023 and 2022, as the inclusion of potential shares of common stock would have been anti-dilutive for the periods presented. The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Shares of common stock issuable from stock options 5,706,845 2,767,628 Shares of common stock issuable from common stock warrants 18,106,559 543,539 Potential shares of common stock excluded from diluted net loss per share 23,813,404 3,311,167 ​

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events
Subsequent Events	(13) Subsequent Events The Company has evaluated subsequent events for recognition and remeasurement purposes from March 31, 2023 through May 15, 2023, which is the date the condensed consolidated financial statements were available to be issued. The Company has determined that there are no subsequent events requiring adjustment to or disclosure in the condensed consolidated financial statements, other than: Optimum Merger Agreement On March 25, 2023, the Company entered into a Securities Purchase Agreement to acquire all the outstanding equity of Optimum Design Associates, Inc. and Optimum Design Associates Pty. Ltd. (together “ODA”) for consideration of up to $6.8 million in cash, to be paid in three installments over one year, 4,400,000 shares of common stock, to be awarded within five days of the closing date of the Securities Purchase Agreement, and up to $7.5 million in additional consideration, to be awarded in the future dependent on the financial performance of ODA. Subject to securing the required financing and satisfying other closing conditions, the Optimum acquisition is anticipated to close in either the late second or third quarter of 2023. the Company is continuing to assess the impact and valuation of the ODA merger as of the date of this filing. ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (“SEC”). References to ASC and ASU included herein refer to the Accounting Standards Codification and Accounting Standards Update established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP. All intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation of our condensed consolidated financial statements. These reclassifications had no effect on the reported results of operations and ending shareholders’ equity. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. They include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023, and its results of operations for the three months ended March 31, 2023 and 2022 and cash flows for the three months ended March 31, 2023, and 2022. The results for the three months ended March 31, 2023 and 2022, are not necessarily indicative of the results expected for the year or any other periods. These interim financial statements should be read in conjunction with Tempo’s Annual Report, where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates. The unaudited condensed consolidated balance sheet as of December 31, 2022, has been derived from the Company’s audited financial statements.
Use of Estimates	Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Those estimates and assumptions include, but are not limited to, revenue recognition and contract assets and liabilities; allowance for doubtful accounts; determination of fair value of debt; determination of fair value of warrants; determination of fair value of earnout liabilities; accounting for income taxes, including the valuation allowance on deferred tax assets and reserves for uncertain tax positions; accrued liabilities; and the recognition and measurement of contingent liabilities. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, and those differences could be material to the financial statements.
Risks and Uncertainties	Risks and Uncertainties The Company is subject to a number of risks. The Company conducts business in a dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on its future financial position, results of operations, or cash flows: advances and trends in new technologies and industry standards; pressures resulting from new applications offered by competitors; delays in applications and functionality development; changes in certain strategic relationships or customer relationships; the Company’s ability to attract new customers or retain existing customers; the length of the Company’s sales cycles and expense related to sales efforts; litigation or claims against the Company based on intellectual property, patent, product, regulatory, or other factors; changes in domestic and international economic or political conditions or regulations; the ability of the Company to finance its operations; and the Company’s ability to attract and retain employees necessary to support its growth. Additionally, the COVID-19 pandemic has negatively impacted the global economy, disrupted supply chains, constrained work force participation, and created significant volatility and disruption of financial markets.
Liquidity and Going Concern	Liquidity and Going Concern The Company has experienced negative cash flows from operations since inception and expects negative cash flows from operations to continue for the foreseeable future. The Company had an accumulated deficit of $260.6 million, cash, cash equivalents and restricted cash of $2.5 million and a working capital deficiency of $33.5 million as of March 31, 2023. During the three months ended March 31, 2023, the Company used net cash of $5.3 million in operating activities and incurred a net loss of $7.4 million. Additionally, as of the date these financial statements were available for issuance, the Company had approximately $3.5 million of loan contractual principal payments and finance lease obligations coming due within the next 12 months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In order to fund planned operations while meeting obligations as they come due, the Company will need to secure additional debt or equity financing. These plans for additional financings are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern, however as the plans are outside of management’s control, the Company cannot ensure they will be effectively implemented. As a result, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Failure to secure additional funding may require the Company to modify, delay, or abandon some of its planned future expansion or development, or to otherwise enact additional operating cost reductions available to management, which could have a material adverse effect on the Company’s business, operating results, financial condition, and ability to achieve its intended business objectives. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, assuming the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course.
Revenue from Contracts with Customers	Revenue from Contracts with Customers Revenue Recognition In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), we recognize revenue over the contract period as services are being performed and as the related asset is being created. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these services using the five-step method required by ASC 606: (1) Identify the contract with a customer: A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the products and services to be transferred and identifies the payment terms related to these products and services, (ii) the contract has commercial substance, and (iii) we determine that collection of substantially all consideration for products and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We enter into a purchase order with each customer and ensure the purchase order is executed by all parties. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days from the date when the performance obligation has been satisfied and include no general rights of return. (2) Identify the performance obligations in the contract: Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products and services either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. Our contracts typically consist of a single performance obligation for assembled PCBAs. As part of the term and conditions of the customer contract, we generally offer a warranty for a period of thirty days from the date of the shipment. This warranty provides the customers with assurance that the assembled product complies with the agreed upon workmanship specifications and/or standards. Therefore, as the warranty cannot be purchased separately and only provides assurance that the product complies with agreed-upon workmanship specifications and/or standards, the warranty is not considered a separate performance obligation. (3) Determine the transaction price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring products and services to the customer. The transaction price generally consists of fixed consideration as noted in each purchase order. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that contracts do not include a significant financing component. We elected a practical expedient available under ASC 606 which permits us to not adjust the amount of consideration for the effects of a significant financing component if, at contract inception, the expected period between the transfer of promised goods or services and customer payment is one year or less. (4) Allocate the transaction price to performance obligations in the contract: If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Each purchase order contains only one performance obligation and hence, the contract price per the purchase order is deemed to be reflective of the standalone selling price and the entire transaction price is allocated to the single performance obligation. All manufactured products are highly customized, and therefore, priced independently. (5) Recognize revenue when or as the company satisfies a performance obligation: For each performance obligation identified, we determine at contract inception whether the performance obligation is satisfied over time or at a point in time. The transfer of control for our products qualify for over time revenue recognition because the products represent assets with no alternative use and the contracts include an enforceable right to payment for work completed to date. We have selected a cost incurred input method of measuring progress to recognize revenue over time, based on the status of work performed. The cost input method is representative of the value provided to the customer as it represents our performance completed to date. We typically satisfy our performance obligations in one month or less. We have elected to treat shipping and handling activities as fulfillment costs and also elected to record revenue net of sales and other similar taxes.
Concentrations of Credit Risk and Major Customers	Concentrations of Credit Risk and Major Customers Our customer base consists primarily of leading innovators in space, semiconductor, aviation and defense, medical device, as well as industrials and e-commerce. We do not require collateral on our accounts receivables. As of March 31, 2023 and December 31, 2022, one customer accounted for 61% of our accounts receivable. No other customers accounted for more than 10% of our accounts receivable, net. During the three months ended March 31, 2023, one customer accounted for 46% of our total revenue. During the three months ended March 31, 2022, two customers accounted for 40% and 19% of our total revenue, respectively. No other customers accounted for more than 10% of our total revenue. Further, our accounts receivable is from companies within the various industries listed above and, as such, we are exposed to normal industry credit risks. We continually evaluate our reserves for potential credit losses and establish reserves for such losses. Contract Balances The timing of revenue recognition, billings and cash collections can result in deferred revenue (contract liabilities), unbilled receivables (contract assets), and billed accounts receivable. a. Contract Liabilities A contract liability results when payments from customers are received in advance for assembly and manufacturing of the goods. The Company recognizes contract liabilities as revenues upon satisfaction of the underlying performance obligations. Deferred revenue that is expected to be recognized as revenue during the subsequent twelve-month period from the date of billing is recorded in contract liabilities and the remaining portion, if any, is recorded in contract liabilities, noncurrent on the accompanying balance sheets at the end of each reporting period. For the three months ended March 31, 2023 and 2022, the Company recognized as revenue of $0.4 million and $0.1 million that was included in the contract liabilities balance at the beginning of the related periods, respectively. b. Contract Assets Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Unbilled receivables that are expected to be billed during the subsequent twelve-month period from the date of revenue recognition are recorded in contract assets, and the remaining portion, if any, is recorded in other noncurrent assets on the accompanying balance sheets at the end of each reporting period. As of March 31, 2023 and December 31, 2022, there were no amounts attributable to contract assets recorded within other noncurrent assets. Unbilled receivables represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for services already performed, but billed in arrears and for which the Company believes it has an unconditional right to payment. Below are the billed receivables, unbilled receivables, and deferred revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Accounts receivable, net ​ $ 1,934 ​ $ 2,633 Contract assets ​ 449 ​ 233 Contract liabilities ​ 2,552 ​ 2,595 ​
Segment Reporting and Geographic Information	Segment Reporting and Geographic Information For the three months ended March 31, 2023 and 2022, the Company was managed as a single operating segment in accordance with the provisions in the FASB guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. Furthermore, the Company determined that the Chief Executive Officer is the chief operating decision maker as she is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions and managing the organization as a whole. Substantially, all of the Company’s revenues are domestic sales and fixed assets are physically located in the United States.
Cash and Cash Equivalents and Restricted Cash	Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid securities that mature within three months or less from the original date of purchase to be cash equivalents. The Company maintains the majority of its cash balances with commercial banks in interest bearing accounts. Cash and cash equivalents include cash held in checking and savings accounts and highly liquid securities with original maturity dates of three months or less from the original date of purchase. Cash balances with each commercial bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of March 31, 2023 and December 31, 2022, the Company had accounts with cash balances outstanding over the FDIC’s $250,000 insurable amount. The restricted cash balance as of March 31, 2023 and December 31, 2022 represents $0.3 million related to a letter of credit for the Company’s office space lease. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Cash and cash equivalents ​ $ 2,227 ​ $ 7,113 Restricted cash ​ 320 ​ 320 Total cash, cash equivalents and restricted cash ​ $ 2,547 ​ $ 7,433
Financial Institution Risk	​ Financial Institution Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the FDIC’s insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flow
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of its preferred stock to be participating securities. Net loss is attributed to common stockholders and participating securities based on their participation rights. Net loss attributable to common stockholders is not allocated to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of preferred stock, stock options, preferred and common stock warrants and convertible notes. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Related Parties	Related Parties As discussed in Note 1 — Organization, in October 2021, ACE entered into a Merger Agreement with Merger Sub and Legacy Tempo. The Chief Financial Officer of New Tempo was also a director of ACE and was therefore considered an interested related party to the business combination. Additionally, the Company issued promissory notes to Point72 Ventures Investments, LLC (“P72”) and Lux Ventures IV, L.P. (“Lux”) and entered into a bridge note with ACE and AEPI during the nine months ended September 30, 2022
Accounting Pronouncements Adopted	Accounting Pronouncements Adopted In June 2016, the FASB issued Accounting Standards Update No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” or ASU 2016-13. The amendments in ASU 2016-13 introduce an approach based on expected losses to estimated credit losses on certain types of financial instruments, modify the impairment model for available-for-sale debt securities and provide for a simplified accounting model for purchased financial assets with credit deterioration since their origination. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard is effective for the Company beginning January 1, 2023 and the implementation of the standard did not have a material impact to the Company’s financial statements. In October 2021, the FASB issued Accounting Standards Update No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires accounting for contract assets and liabilities from contracts with customers in a business combination to be accounted for in accordance with ASC 606. The standard is effective for the Company beginning January 1, 2023 and the implementation of the standard did not have a material impact to the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Schedule of billed receivables, unbilled receivables, and deferred revenue	Below are the billed receivables, unbilled receivables, and deferred revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ As of December 31, ​ 2023 2022 Accounts receivable, net ​ $ 1,934 ​ $ 2,633 Contract assets ​ 449 ​ 233 Contract liabilities ​ 2,552 ​ 2,595 ​
Schedule of cash and cash equivalents and restricted cash	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Cash and cash equivalents ​ $ 2,227 ​ $ 7,113 Restricted cash ​ 320 ​ 320 Total cash, cash equivalents and restricted cash ​ $ 2,547 ​ $ 7,433

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements
Schedule of all financial instruments measured at fair value on a recurring basis	The following table provides a summary of all financial instruments measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Level 1 Level 2 Level 3 Total Financial Liabilities: ​ ​ ​ ​ Warrant liabilities ​ $ 661 ​ $ — ​ $ — ​ $ 661 Earnout liability – Tempo Earnout ​ — ​ ​ — ​ ​ 1,770 ​ ​ 1,770 Earnout liability – Additional Period Shares ​ — ​ ​ — ​ ​ 795 ​ ​ 795 A&R LSA (as defined below) Borrowings ​ — ​ ​ — ​ ​ 17,374 ​ ​ 17,374 Total ​ $ 661 ​ $ — ​ $ 19,939 ​ $ 20,600 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Financial Liabilities: ​ ​ ​ ​ Warrant liabilities ​ $ — ​ $ 389 ​ $ — ​ $ 389 Earnout liability – Tempo Earnout ​ ​ — ​ ​ — ​ ​ 410 ​ ​ 410 Earnout liability – Additional Period Shares ​ ​ — ​ ​ — ​ ​ 763 ​ ​ 763 A&R LSA (as defined below) Borrowings ​ ​ — ​ ​ — ​ ​ 20,101 ​ ​ 20,101 Total ​ $ — ​ $ 389 ​ $ 21,274 ​ $ 21,663 ​
Schedule of inputs used in determining the fair value of the Tempo Earnout Shares and Additional Period Shares	​ ​ ​ ​ ​ ​ As of March 31, 2023 Volatility 11.5 % - 35.0 % Discount rate 8.3 % - 17.3 % Expected term 4.5 years ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2023 Volatility 51.8 % Discount rate 4.7 % Expected term 0.9 years ​

Other Balance Sheet Components

Other Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2023
Other Balance Sheet Components
Schedule of inventory	Inventory consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Raw materials ​ $ 2,271 ​ $ 2,127 Work in progress ​ 71 ​ 451 Total inventory ​ $ 2,342 ​ $ 2,578 ​
Schedule of prepaid expenses and other current assets	Prepaid expenses and other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Prepaid expense $ 454 $ 401 Other current assets ​ ​ 46 ​ ​ 343 Total prepaid expenses and other current assets $ 500 $ 744 ​
Schedule of other noncurrent assets	Other noncurrent assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Deposits ​ $ 251 ​ $ — Advance rent and prepaids ​ 83 ​ 83 Total other noncurrent assets ​ $ 334 ​ $ 83 ​
Schedule of accrued liabilities	Accrued liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Accrued legal fees (1) ​ $ 4,935 ​ $ 4,053 Accrued professional fees (1) ​ 1,421 ​ 2,446 Accrued sales and business taxes ​ 158 ​ 221 Accrued cost of revenue ​ 172 ​ 176 Other accrued liabilities ​ 148 ​ 313 Total accrued expenses ​ $ 6,834 ​ $ 7,209 (1) These accrued legal and professional fees primarily relate to the business combination . In addition to the amounts included above, as of March 31, 2023, the Company also recorded $5.3 million and $0.2 million of legal fees and professional fees related to the business combination, respectively, within accounts payable in the consolidated balance sheets. As of December 31, 2022, the Company recorded $5.9 million and $1.2 million of legal fees and professional fees related to the business combination, respectively, within accounts payable in the consolidated balance sheets.
Schedule of accrued compensation and related benefits	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Accrued payroll ​ $ 217 ​ $ 380 Accrued vacation ​ 276 ​ 244 Accrued commissions ​ 31 ​ 39 Accrued payroll taxes ​ ​ 44 ​ ​ 26 Total accrued compensation and related benefits ​ $ 568 ​ $ 689

Borrowing Arrangements (Tables)

Borrowing Arrangements (Tables)	3 Months Ended
	Mar. 31, 2023
Schedule of net carrying amount of borrowings	The following table sets forth the net carrying amount of borrowings as of March 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan Payable, ​ Loan Payable, ​ ​ ​ ​ Current Noncurrent Total SQN Equipment Loan ​ $ 901 ​ $ 438 ​ $ 1,339 A&R LSA (FVO) ​ 17,374 ​ — ​ 17,374 Total loan payable ​ $ 18,275 ​ $ 438 ​ $ 18,713 ​ The following table sets forth the net carrying amount of borrowings as of December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loan Payable, Loan Payable, ​ ​ ​ Current Noncurrent Total SQN Equipment Loan ​ $ 876 ​ $ 663 ​ $ 1,539 A&R LSA (FVO) ​ 20,101 ​ — ​ ​ 20,101 Total loan payable ​ $ 20,977 ​ $ 663 ​ $ 21,640 ​
Schedule of notes payable balances	​ ​ ​ ​ ​ ​ March 31, 2023 Expected term 2.7 years ​ Discount rate 25.6 % ​
Schedule of notes payable future contractual principal payments	The notes payable future contractual principal payments are as follows during the years noted (in thousands): ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, 2023 2023 (remaining) ​ $ 1,016 2024 ​ 4,789 2025 ​ 15,449 Total future principal payments ​ $ 21,254
SQN Equipment Loan
Schedule of net carrying amount of borrowings	​ ​ ​ ​ ​ ​ As of March 31, 2023 Total notes payable ​ $ 1,254 Add: accretion of final interest payable ​ 115 Less: loan payable, current ​ (901) Less: unamortized debt discount ​ (30) Total loan payable, noncurrent ​ $ 438 ​ ​ ​ ​ ​ ​ As of December 31, 2022 Total notes payable ​ $ 1,472 Add: accretion of final interest payable ​ 106 Less: loan payable, current ​ (876) Less: unamortized debt discount ​ (39) Total loan payable, noncurrent ​ $ 663 ​
A&R LSA (FVO)
Schedule of net carrying amount of borrowings	​ ​ ​ ​ ​ ​ Fair Value – Level 3 Balance, January 1, 2023 ​ $ 20,101 Additions ​ — Less: Payments ​ — Change in fair value ​ (2,727) Balance, March 31, 2023 ​ $ 17,734 ​ ​ ​ ​ ​ ​ Fair Value – Level 3 Balance, January 1, 2022 ​ $ — Additions ​ 20,000 Less: Payments ​ ​ (250) Change in fair value ​ 351 Balance, December 31, 2022 ​ $ 20,101 ​

Stockholders' Deficit (Tables)

Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2023
Stockholders' Deficit
Schedule of reserved shares of common stock for issuance related to stock options and restricted stock units ("RSUs"), warrants, shares reserved for future grants and earnout shares	​ ​ ​ ​ ​ As of ​ ​ March 31, ​ 2023 Warrants to purchase common stock 18,106,559 Options to purchase common stock and RSUs 5,706,845 Shares reserved for future grants 1,916,425 Earnout shares 7,000,000 Total shares of common stock reserved 32,729,829

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Mar. 31, 2023
Warrant Classified As Equity
Warrants
Schedule of warrants outstanding	The following equity classified warrants were outstanding as of March 31, 2023 and December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants to purchase Shares Exercise Price Issuance Date Expiration Date Common Stock 11,499,987 ​ $ 11.50 7/27/2020 11/21/2027 ​
Warrant Classified As Liability
Warrants
Schedule of warrants outstanding	As of March 31, 2023 and December 31, 2022, the Company has the following liability-classified warrants outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Warrants to purchase # of Shares Exercise Price Issuance Date Expiration Date Common Stock ​ 6,572 ​ $ 16.17 ​ 10/13/2017 ​ 10/13/2027 Common Stock 4,759,536 ​ $ 11.50 7/27/2020 11/21/2027 Common Stock 468,750 ​ $ 11.50 7/27/2020 11/21/2027 Common Stock 891,714 ​ $ 11.50 7/27/2020 11/21/2027 Common Stock 480,000 ​ $ 11.50 7/27/2020 11/21/2027 ​ 6,606,572 ​ ​ ​ ​ ​ ​ ​ ​
Schedule of liability-classified warrant activity	The following tables details the changes in fair value of the liability-classified warrants, for the three months ended March 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ Fair Value Warrants outstanding – January 1, 2023 ​ $ 389 Change in fair value ​ 272 Warrants outstanding – March 31, 2023 ​ $ 661 ​ ​ ​ ​ ​ ​ Fair Value Warrants outstanding - January 1, 2022 ​ $ 5,573 Warrants issued ​ 1,377 Change in fair value ​ (128) Warrants outstanding – March 31, 2022 ​ $ 6,822 ​

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Stock-Based Compensation
Summary of option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options outstanding ​ ​ ​ ​ Weighted ​ Weighted ​ ​ ​ ​ ​ ​ ​ average ​ average ​ Aggregate ​ ​ Number of ​ exercise price ​ contractual term ​ intrinsic value ​ shares per share (in years) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding – December 31, 2022 2,754,199 ​ $ 4.73 7.46 $ 77 Options granted 1,441,763 ​ 1.33 ​ ​ ​ Options exercised (7,327) ​ 0.27 ​ ​ ​ Options forfeited (38,519) ​ 2.50 ​ ​ ​ Options expired (63,261) ​ 9.63 ​ ​ ​ Outstanding – March 31, 2023 4,086,855 ​ ​ 4.48 7.81 ​ ​ 77 Vested during the period 188,168 ​ 3.70 9.02 ​ — Vested at end of period 2,017,112 ​ 6.25 6.06 ​ 77 Exercisable at the end of the period 2,017,112 ​ 6.25 6.06 ​ 77 Shares expected to vest 2,069,743 ​ 2.74 9.53 ​ — Vested and expected to vest 4,086,855 ​ 4.48 7.81 ​ 77 ​
Schedule of RSU activity	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ Number of Awards ​ Average ​ Outstanding Grant Date Fair Value Unvested Balance – December 31, 2022 & March 31, 2023 1,619,990 ​ $ 22.25 ​
Schedule of assumptions used to calculate the fair value of options granted	​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 Weighted-average expected term 5.77 Weighted-average expected volatility 67.48 % Weighted-average risk-free interest rate 3.64 % Weighted-average expected dividends — % ​
Summary of stock-based compensation expense and its allocation within the accompanying statements of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Cost of goods sold ​ $ 85 ​ $ 167 Research and development ​ 447 ​ 225 Sales and marketing ​ 110 ​ 185 General and administrative ​ 1,069 ​ 288 Total stock-based compensation expense ​ $ 1,711 ​ $ 865 ​

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies.
Schedule of operating lease-related assets and liabilities recorded on the condensed balance sheets	The table below presents the operating lease-related assets and liabilities recorded on the condensed balance sheets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Classifications on the condensed consolidated financial statements As of March 31, 2023 Operating lease assets Operating leases – right-of-use asset ​ $ 329 Operating lease liability, current Operating lease liability, current ​ 372 Operating lease liability, noncurrent Operating lease liability, noncurrent ​ 23 ​ ​ ​ ​ ​ ​ ​ ​ ​ Classifications on the condensed consolidated financial statements ​ As of December 31, 2022 Operating lease assets Operating leases– right-of-use asset ​ $ 371 Operating lease liability, current Operating lease liability, current ​ 516 Operating lease liability, noncurrent Operating lease liability, noncurrent ​ 30 ​
Schedule of future minimum lease payments under non-cancelable operating leases	Future minimum lease payments under non-cancelable operating leases as of March 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ As of March 31, ​ ​ 2023 2023 (remaining) ​ $ 372 2024 ​ 29 Total future lease payments ​ 401 Less imputed interest ​ (6) Total operating lease liability ​ $ 395 ​
Schedule of finance lease-related assets and liabilities recorded on the condensed balance sheets and the condensed statement of operations	The table below presents the finance lease-related assets and liabilities recorded on the condensed balance sheets and the condensed statement of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Classification on the condensed consolidated financial statements As of March 31, 2023 Finance lease assets Property and equipment, net ​ $ 3,252 Finance lease liability, current Finance lease, current ​ 416 Finance lease liability, noncurrent Finance lease, noncurrent ​ ​ 883 ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Classification on the condensed consolidated financial statements ​ March 31, 2023 Depreciation of the leased asset Cost of revenue ​ $ 136 Lease interest expense Other income (expense), net ​ 69 ​ ​ ​ ​ ​ ​ ​ ​ ​ Classification on the condensed financial consolidated statements ​ As of December 31, 2022 Finance lease assets Property and equipment, net ​ $ 3,383 Finance lease liability, current Finance lease, current ​ 1,606 Finance lease liability, noncurrent Finance lease, noncurrent ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ Classification on the condensed consolidated financial statements ​ March 31, 2022 Depreciation of the leased asset Cost of revenue ​ $ 137 Lease interest expense Other income (expense), net ​ 121 ​
Schedule of future minimum lease payments under finance lease	Future minimum lease payments under finance lease are as follows (in thousands): ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ 2023 2023 (remaining) ​ $ 691 2024 ​ ​ 671 2025 ​ ​ 671 2026 ​ ​ 416 Total future lease payments ​ 2,449 Less: imputed interest ​ (1,150) Total finance lease liability ​ $ 1,299 ​
Schedule of supplemental disclosures of cash flow information related to leases	Supplemental disclosures of cash flow information related to leases were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Operating cash flows paid for operating leases ​ $ 307 ​ $ 299 Financing cash flows paid for finance leases ​ 376 ​ 376

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Net Loss Per Share
Schedule of the computation of basic and diluted net loss per share	The table below sets forth the computation of basic and diluted net loss per share (in thousands, except share data and per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Basic and diluted: ​ ​ Net loss ​ $ (7,387) ​ $ (12,501) Weighted-average number of shares of common stock outstanding ​ 26,331,475 ​ 6,748,520 Basic and diluted net loss per share ​ $ (0.28) ​ $ (1.85) ​
Schedule of antidilutive shares	​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Shares of common stock issuable from stock options 5,706,845 2,767,628 Shares of common stock issuable from common stock warrants 18,106,559 543,539 Potential shares of common stock excluded from diluted net loss per share 23,813,404 3,311,167

Description of Business - Merge

Description of Business - Merger with ACE Convergence Acquisition Corp (Details) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Description of Business
Earnout liabilities	$ 2,565		$ 1,173
Change in fair value of earnout liabilities	(1,392)
Exchange Ratio			0.1705
General and administrative	$ 5,618	$ 4,303
Third Amended and Restated Subscription Agreement
Description of Business
Adjustment period considered for issuance of additional shares	30 days
Stock price trigger for issuance of additional shares | $ / shares	$ 10
Maximum number of additional period shares agreed to sell | shares	1,000,000
Adjustment period considered for issuance of additional period shares	15 months
Earnout liabilities			$ 800
Change in fair value of earnout liabilities			$ 800
Third Amended and Restated Subscription Agreement | Committed PIPE Shares
Description of Business
Number of shares issued | shares	550,000
Aggregate purchase price	$ 5,500
Cash inflow received	3,500
Amount held by existing investor in trust, who agreed to participate in PIPE investment	2,000
Cash-PIPE investment	$ 3,500
Third Amended and Restated Subscription Agreement | Incentive PIPE Shares
Description of Business
Number of shares issued | shares	2,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Accumulated deficit	$ 260,550		$ 253,163
Cash, cash equivalents and restricted cash	2,547	$ 7,448	$ 7,433	$ 3,184
Working capital deficiency	33,500
Cash used in operating activities	5,303	10,084
Net loss	7,387	$ 12,501
Loans payable and finance lease obligations	$ 3,500
Customer Concentration Risk | Accounts receivable | One customer
Debt Instrument [Line Items]
Concentration of risk percentage	61%		61%
Customer Concentration Risk | Revenue | One customer
Debt Instrument [Line Items]
Concentration of risk percentage	46%	40%
Customer Concentration Risk | Revenue | Two customer
Debt Instrument [Line Items]
Concentration of risk percentage		19%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Contract Assets and Liabilities
Revenue recognized from beginning contract liability balance	$ 400	$ 100
Accounts receivable, net	1,934		$ 2,633
Contract assets	449		233
Contract liabilities	$ 2,552		$ 2,595

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Cash, Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents	$ 2,227	$ 7,113
Restricted cash	320	320
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 2,547	$ 7,433	$ 7,448	$ 3,184

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Financial Liabilities:	$ 20,600	$ 21,663
Warrant liabilities
Fair Value Measurements
Financial Liabilities:	661	389
Earnout liability - Tempo Earnout
Fair Value Measurements
Financial Liabilities:	1,770	410
Earnout liability - Additional Period Shares
Fair Value Measurements
Financial Liabilities:	795	763
A&R LSA (as defined below) Borrowings
Fair Value Measurements
Financial Liabilities:	17,374	20,101
Level 1
Fair Value Measurements
Financial Liabilities:	661
Level 1 | Warrant liabilities
Fair Value Measurements
Financial Liabilities:	661
Level 2
Fair Value Measurements
Financial Liabilities:		389
Level 2 | Warrant liabilities
Fair Value Measurements
Financial Liabilities:		389
Level 3
Fair Value Measurements
Financial Liabilities:	19,939	21,274
Level 3 | Earnout liability - Tempo Earnout
Fair Value Measurements
Financial Liabilities:	1,770	410
Level 3 | Earnout liability - Additional Period Shares
Fair Value Measurements
Financial Liabilities:	795	763
Level 3 | A&R LSA (as defined below) Borrowings
Fair Value Measurements
Financial Liabilities:	$ 17,374	$ 20,101

Fair Value Measurements - Input

Fair Value Measurements - Inputs used in determining the fair value of the Tempo Earnout Shares (Details) - Level 3 - Earnout liability - Tempo Earnout	Mar. 31, 2023 Y
Volatility | Minimum
Fair Value Measurements
Financial liabilities, measurement input	0.115
Volatility | Maximum
Fair Value Measurements
Financial liabilities, measurement input	0.350
Discount rate | Minimum
Fair Value Measurements
Financial liabilities, measurement input	0.083
Discount rate | Maximum
Fair Value Measurements
Financial liabilities, measurement input	0.173
Expected term
Fair Value Measurements
Financial liabilities, measurement input	4.5

Fair Value Measurements - Inp_2

Fair Value Measurements - Inputs used in determining the fair value of the Additional Period Shares (Details) - Level 3 - Earnout liability - Additional Period Shares	Mar. 31, 2023 Y
Volatility
Fair Value Measurements
Financial liabilities, measurement input	0.518
Discount rate
Fair Value Measurements
Financial liabilities, measurement input	0.047
Expected term
Fair Value Measurements
Financial liabilities, measurement input	0.9

Other Balance Sheet Component_2

Other Balance Sheet Components - Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Balance Sheet Components
Raw materials	$ 2,271	$ 2,127
Work in progress	71	451
Total inventory	$ 2,342	$ 2,578

Other Balance Sheet Component_3

Other Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Balance Sheet Components
Prepaid expense	$ 454	$ 401
Other current assets	46	343
Total prepaid expenses and other current assets	$ 500	$ 744

Other Balance Sheet Component_4

Other Balance Sheet Components - Other Noncurrent Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Balance Sheet Components
Deposits	$ 251
Advance rent and prepaids	83	$ 83
Total other noncurrent assets	$ 334	$ 83

Other Balance Sheet Component_5

Other Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Balance Sheet Components
Accrued legal fees	$ 4,935	$ 4,053
Accrued professional fees	1,421	2,446
Accrued sales and business taxes	158	221
Accrued cost of revenue	172	176
Other accrued liabilities	148	313
Total accrued expenses	6,834	7,209
Accounts payable
Other Balance Sheet Components
Accrued legal fees	5,300	5,900
Accrued professional fees	$ 200	$ 1,200

Other Balance Sheet Component_6

Other Balance Sheet Components - Accrued Compensation and Related Benefits (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Other Balance Sheet Components
Accrued payroll	$ 217	$ 380
Accrued vacation	276	244
Accrued commissions	31	39
Accrued payroll taxes	44	26
Total accrued compensation and related benefits	$ 568	$ 689

Borrowing Arrangements - Equipm

Borrowing Arrangements - Equipment Loan and Security Agreement (Details) $ / shares in Units, $ in Thousands		3 Months Ended		12 Months Ended
	Jan. 29, 2021 USD ($) tranche $ / shares shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Borrowing Arrangements
Interest expense		$ 119	$ 2,019
Equipment Loan And Security Agreement
Borrowing Arrangements
Maximum borrowing capacity	$ 6,000
Number of tranche | tranche	2
Additional borrowing available, under certain conditions	$ 3,000
Cash interest rate	8.95%
Increase in interest rate in event of default	5%
Interest expense				$ 100
Discount amortization interest				$ 34
Warrants to purchase shares of common stock | shares	18,417
Exercise price | $ / shares	$ 5.51
Equipment Loan And Security Agreement - Tranche 1
Borrowing Arrangements
Maximum borrowing capacity	$ 3,000
Amount drawn	$ 3,000
Periodic payment term	42 months
Equipment Loan And Security Agreement - Tranche 2
Borrowing Arrangements
Maximum borrowing capacity	$ 3,000

Borrowing Arrangements - Novemb

Borrowing Arrangements - November 2022 Amended and Restated LSA (Details) - Amended and Restated Loan and Security Agreement - USD ($) $ in Millions		3 Months Ended
	Nov. 22, 2022	Mar. 31, 2023	Dec. 31, 2022
Borrowing Arrangements
Maximum borrowing capacity	$ 20
Interest rate per annum	9.75%
PIK interest	3.25%
Accrued PIK interest			$ 0.1
Exit fee as percentage of the principal	80%
Unrestricted cash		$ 5
Interest expense		$ 0.6
Prime rate
Borrowing Arrangements
Spread on variable interest rate	4.25%

Borrowing Arrangements - Carryi

Borrowing Arrangements - Carrying amounts of borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Borrowing Arrangements
Loan payable, current	$ 18,275	$ 20,977
Loan payable, noncurrent	438	663
Total loan payable		21,640
SQN Equipment Loan
Borrowing Arrangements
Loan payable, current	901	876
Loan payable, noncurrent	438	663
Total loan payable	1,339	1,539
Amended and Restated Loan and Security Agreement
Borrowing Arrangements
Loan payable, current	17,374	20,101
Total loan payable	$ 17,374	$ 20,101

Borrowing Arrangements - SQN Eq

Borrowing Arrangements - SQN Equipment Loan (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Borrowing Arrangements
Less: loan payable, current	$ (18,275)	$ (20,977)
Total loan payable, noncurrent	438	663
SQN Equipment Loan
Borrowing Arrangements
Total loan payable	1,254	1,472
Add: accretion of final interest payable	115	106
Less: loan payable, current	(901)	(876)
Less: unamortized debt discount	(30)	(39)
Total loan payable, noncurrent	$ 438	$ 663

Borrowing Arrangements - A&R LS

Borrowing Arrangements - A&R LSA (Details) - A&R LSA (FVO) - Level 3 - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Borrowing Arrangements
Balance at beginning of period	$ 20,101	$ 0
Additions		20,000
Less: Payments		(250)
Change in fair value	(2,727)	351
Balance at end of period	$ 17,734	$ 20,101

Borrowing Arrangements - Conver

Borrowing Arrangements - Convertible note, fair value (Details)	Mar. 31, 2023 Y
Expected term
Borrowing Arrangements
Convertible note, fair value	2.7
Discount rate
Borrowing Arrangements
Convertible note, fair value	25.6

Borrowing Arrangements - Notes

Borrowing Arrangements - Notes payable future principal payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Future Principal Payments
2023 (remaining)	$ 1,016
2024	4,789
2025	$ 15,449
Total future principal payments		$ 21,640

Borrowing Arrangements - Rela_2

Borrowing Arrangements - Related Party (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Aug. 12, 2020
Borrowing Arrangements Related Party
Loan payable - related party, current	$ 600	$ 600
Working Capital Facility
Borrowing Arrangements Related Party
Working capital facility			$ 600
Loan payable - related party, current	$ 600	$ 600

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)	Mar. 31, 2023 shares
Stockholders' Deficit
Total shares of common stock reserved	32,729,829
Warrants
Stockholders' Deficit
Total shares of common stock reserved	18,106,559
Options to purchase common stock and RSUs
Stockholders' Deficit
Total shares of common stock reserved	5,706,845
Shares reserved for future grants
Stockholders' Deficit
Total shares of common stock reserved	1,916,425
Earnout shares
Stockholders' Deficit
Total shares of common stock reserved	7,000,000

Warrants - Equity Classified Wa

Warrants - Equity Classified Warrants (Details) - Warrant Classified As Equity - Common Stock - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Warrants
Shares	11,499,987	11,499,987
Exercise price	$ 11.50	$ 11.50

Warrants - Liability Classified

Warrants - Liability Classified Warrants (Details) - Warrant Classified As Liability - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Warrants
Shares	6,606,572		6,606,572
Warrants outstanding-January 1	$ 389	$ 5,573	$ 5,573
Warrants issued		1,377
Change in fair value, net	272	(128)
Warrants outstanding-December 31	$ 661	$ 6,822	$ 389
Common stock one
Warrants
Shares	6,572		6,572
Exercise price	$ 16.17		$ 16.17
Common stock two
Warrants
Shares	4,759,536		4,759,536
Exercise price	$ 11.50		$ 11.50
Common stock three
Warrants
Shares	468,750		468,750
Exercise price	$ 11.50		$ 11.50
Common stock four
Warrants
Shares	891,714		891,714
Exercise price	$ 11.50		$ 11.50
Common stock five
Warrants
Shares	480,000		480,000
Exercise price	$ 11.50		$ 11.50

Stock-Based Compensation - 2022

Stock-Based Compensation - 2022 Incentive Award Plan (Details)	Mar. 31, 2023 shares
Outstanding stock options | 2022 Incentive Award Plan
Stock-Based Compensation
Shares authorized	1,916,425

Stock-Based Compensation - Opti

Stock-Based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of shares
Outstanding, beginning of period, number	2,754,199
Options granted	1,441,763
Options exercised	(7,327)
Options forfeited	(38,519)
Options expired	(63,261)
Outstanding, end of period, number	4,086,855	2,754,199
Vested during the period, number	188,168
Vested at end of period	2,017,112
Exercisable at the end of the period	2,017,112
Shares expected to vest	2,069,743
Vested and expected to vest	4,086,855
Weighted Average exercise price per share
Outstanding at beginning of period	$ 4.73
Options granted	1.33
Options exercised	0.27
Options forfeited	2.50
Options expired	9.63
Outstanding at period end	4.48	$ 4.73
Vested during the period	3.70
Vested at end of period, exercise price	6.25
Exercisable at the end of the period, exercise price	6.25
Shares expected to vest, exercise price	2.74
Vested and expected to vest	$ 4.48
Weighted average contractual term (in years)
Weighted average contractual term	7 years 9 months 21 days	7 years 5 months 15 days
Vested during the period	9 years 7 days
Vested at end of period	6 years 21 days
Exercisable at the end of the period, contractual term	6 years 21 days
Shares expected to vest	9 years 6 months 10 days
Vested and expected to vest	7 years 9 months 21 days
Aggregate intrinsic value (in thousands)
Aggregate intrinsic value	$ 77	$ 77
Vested at end of period	77
Exercisable at the end of the period, aggregate intrinsic value	77
Vested and expected to vest, aggregate intrinsic value	$ 77

Stock-Based Compensation - RSU

Stock-Based Compensation - RSU activity (Details) - Restricted Stock Units (RSUs) [Member] - 2015 Equity Incentive Plan - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Number of Awards Outstanding
Unvested Balance	1,619,990	1,619,990
Weighted-Average Grant Date Fair Value
Unvested Balance	$ 22.25	$ 22.25

Stock-Based Compensation - Dete

Stock-Based Compensation - Determination of Fair Value (Details) - Outstanding stock options	3 Months Ended
	Mar. 31, 2023
Fair value of option granted
Weighted-average expected term	5 years 9 months 7 days
Weighted-average expected volatility	67.48%
Risk free interest rate	3.64%
Weighted-average expected dividends	0%

Stock-Based Compensation -Stock

Stock-Based Compensation -Stock-based compensation expense (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Stock-based compensation expense
Total stock-based compensation expense	$ 1,711	$ 865
Unrecognized stock-based compensation expense, options	$ 4,500
Period for recognition	2 years 7 months 13 days
weighted-average grant date fair value	$ 0.83		$ 1.86
Service based restricted stock unit
Stock-based compensation expense
Unrecognized stock-based compensation expense, options	$ 6,200
Period for recognition	2 years 5 months 12 days
Cost of goods sold
Stock-based compensation expense
Total stock-based compensation expense	$ 85	167
Research and development
Stock-based compensation expense
Total stock-based compensation expense	447	225
Sales and marketing
Stock-based compensation expense
Total stock-based compensation expense	110	185
General and administrative
Stock-based compensation expense
Total stock-based compensation expense	$ 1,069	$ 288

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Operating lease-related assets and liabilities
Operating lease assets	$ 329		$ 371
Operating lease liability, current	372		516
Operating lease liability, noncurrent	$ 23		$ 30
Estimated incremental borrowing rate	8.95%
Operating lease-related income and expenses
Rent expense recorded	$ 200	$ 200
Future minimum lease payments under non-cancelable operating leases
2023 (remaining)	372
2024	29
Total future lease payments	401
Less imputed interest	(6)
Total operating lease liability	$ 395

Commitments and Contingencies -

Commitments and Contingencies - Finance leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finance lease-related assets and liabilities
Finance lease assets	$ 3,252		$ 3,383
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant and Equipment, Net		Property, Plant and Equipment, Net
Finance lease liability, current	$ 416		$ 1,606
Finance lease liability, noncurrent	883
Finance lease-related income and expenses
Depreciation of the leased asset	136	$ 137
Lease interest expense	69	$ 121
Future minimum lease payments under finance lease
2023 (remaining)	691
2024	671
2025	671
2026	416
Total future lease payments	2,449
Less: imputed interest	(1,150)
Total finance lease liability	$ 1,299

Commitments and Contingencies_3

Commitments and Contingencies - Weighted average and cash flow information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental disclosures of cash flow
Weighted average lease term, operating leases	1 year
Weighted average lease term, finance leases	3 years 3 months 18 days
Weighted average discount rate, operating leases	8.95%
Weighted average discount rate, finance leases	18.71%
Operating cash flows paid for operating leases	$ 307	$ 299
Financing cash flows paid for finance leases	$ 376	$ 376

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	Aug. 16, 2022	Mar. 31, 2023
Income Taxes
Employee retention credit		$ 0.9
Unrecognized tax benefit		$ 0.4
IRA 2022
Income Taxes
Percentage of alternative minimum tax	15%
Federal	$ 1,000
Percentage of excise tax on domestic corporate stock	1%

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Loss Per Share
Net loss, basic	$ (7,387)	$ (12,501)
Net loss, diluted	$ (7,387)	$ (12,501)
Weighted-average number of shares of common stock outstanding, basic	26,331,475	6,748,520
Weighted-average number of shares of common stock outstanding, diluted	26,331,475	6,748,520
Net loss per share, basic	$ (0.28)	$ (1.85)
Net loss per share, diluted	$ (0.28)	$ (1.85)

Net Loss Per Share - Antidiluti

Net Loss Per Share - Antidilutive shares (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Loss Per Share
Potential shares of common stock excluded from diluted net loss per share	23,813,404	3,311,167
Shares of common stock issuable from stock options
Net Loss Per Share
Potential shares of common stock excluded from diluted net loss per share	5,706,845	2,767,628
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Net Loss Per Share
Potential shares of common stock excluded from diluted net loss per share	18,106,559	543,539

Subsequent Events - Optimum Mer

Subsequent Events - Optimum Merger Agreement (Details) - ODA $ in Millions	Mar. 25, 2023 USD ($) installment shares
Subsequent Events
Consideration	$ 6.8
Number of installments | installment	3
Installment term	1 year
Shares of common stock awarded | shares	4,400,000
Term within which common stock to be awarded	5 days
Additional consideration	$ 7.5