Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Entity Registrant Name | Ouster, Inc. |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001816581 |
Amendment Flag | true |
Amendment Description | The original registration statement (the “Existing Registration Statement”) of Ouster, Inc. (“Ouster”) on Form S-1 (File No. 333-254987) declared effective by the Securities and Exchange Commission (the “SEC”) on August 19, 2021, to which this Registration Statement is a Post-Effective Amendment No. 1 (this “Registration Statement”), covered (i) the resale of 103,054,834 shares of common stock, par value $0.0001 per share (the “common stock”) issued in connection with the Merger (as defined below) by certain of the securityholders named in this prospectus (each a “Registered Holder” and, collectively, the “Registered Holders”), (ii) the resale of 10,000,000 shares of common stock issued in the PIPE Investment (as defined below) by certain of the Registered Holders, (iii) the resale of up to 152,568 shares of common stock upon the settlement of restricted stock units and (iv) the issuance by us of up to 15,999,996 shares of common stock upon the exercise of outstanding warrants (the “Public Warrants”). The Existing Registration Statement also relates to the resale of up to 6,000,000 of our outstanding warrants originally purchased in a private placement by certain of the Registered Holders (the “Private Warrants”). This Post-Effective Amendment No. 1 to the Existing Registration Statement contains an updated prospectus relating to the offering and sale of (i) the shares of outstanding common stock covered by the Existing Registration Statement, (ii) the shares common stock remaining available for issuance under the Existing Registration Statement (including upon exercise of the Public Warrants and/or Private Placement Warrants) and (iii) the Private Placement Warrants. This Registration Statement amends and restates the information contained in the Existing Registration Statement (and all amendments thereto) under the headings contained herein. All filing fees payable in connection with the registration of the shares of common stock and the Private Placement Warrants covered by this Registration Statement were paid by the Registrant at the time of the initial filing of the Existing Registration Statement. No additional securities are registered hereby. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 182,644 | $ 11,362 |
Restricted cash, current | 977 | 276 |
Accounts receivable, net | 10,723 | 2,327 |
Inventory | 7,448 | 4,817 |
Prepaid expenses and other current assets | 5,566 | 2,441 |
Total current assets | 207,358 | 21,223 |
Property and equipment, net | 10,054 | 9,731 |
Operating lease, right-of-use assets | 15,156 | 11,071 |
Goodwill | 51,076 | 0 |
Intangible assets, net | 22,652 | 0 |
Restricted cash, non-current | 1,035 | 1,004 |
Other non-current assets | 371 | 3,385 |
Total assets | 307,702 | 46,414 |
Current liabilities: | ||
Accounts payable | 4,863 | 6,894 |
Accrued and other current liabilities | 14,173 | 4,121 |
Short-term debt | 0 | 7,130 |
Operating lease liability, current portion | 3,067 | 2,772 |
Total current liabilities | 22,103 | 20,917 |
Operating lease liability, long-term portion | 16,208 | 11,908 |
Warrant liabilities (At December 31, 2021 and 2020 related party $2,669 and Nil, respectively) | 7,626 | 49,293 |
Other non-current liabilities | 1,065 | 978 |
Total liabilities | 47,002 | 83,096 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock issued, value | 0 | 39,225 |
Stockholders' equity / (deficit): | ||
Common stock issued, value | 17 | 0 |
Additional paid-in capital | 564,045 | 133,468 |
Accumulated deficit | (303,356) | (209,375) |
Accumulated other comprehensive loss | (6) | 0 |
Total stockholders' equity (deficit) | 260,700 | (75,907) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 307,702 | $ 46,414 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 100,000,000 | 131,411,372 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 88,434,754 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 88,434,754 |
Redeemable convertible preferred stock, liquidation preference | $ 0 | $ 41,791 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 210,956,516 |
Common stock, shares issued (in shares) | 172,200,417 | 33,327,294 |
Common stock, shares outstanding (in shares) | 172,200,417 | 33,327,294 |
Warrant liabilities | $ 7,626 | $ 49,293 |
Related Party | ||
Warrant liabilities | $ 2,669 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 33,578 | $ 18,904 | $ 11,413 |
Cost of product revenue | 24,492 | 17,391 | 17,428 |
Gross profit | 9,086 | 1,513 | (6,015) |
Operating expenses: | |||
Research and development | 34,579 | 23,317 | 23,297 |
Sales and marketing | 22,258 | 8,998 | 4,505 |
General and administrative | 51,959 | 20,960 | 14,546 |
Total operating expenses | 108,796 | 53,275 | 42,348 |
Loss from operations | (99,710) | (51,762) | (48,363) |
Other income (expense): | |||
Interest income | 471 | 24 | 278 |
Interest expense | (504) | (2,517) | (3,582) |
Other income (expense), net | 2,968 | (52,150) | 7 |
Total other income (expense), net | 2,935 | (54,643) | (3,297) |
Loss before income taxes | (96,775) | (106,405) | (51,660) |
(Benefit from) provision for income taxes | (2,794) | 375 | 1 |
Net loss | (93,981) | (106,780) | (51,661) |
Foreign currency translation adjustments | (6) | 0 | 0 |
Total comprehensive loss | $ (93,987) | $ (106,780) | $ (51,661) |
Earnings Per Share [Abstract] | |||
Net loss per common share, basic (in dollars per share) | $ (0.70) | $ (5.98) | $ (6.99) |
Net loss per common share, diluted (in dollars per share) | $ (0.70) | $ (5.98) | $ (6.99) |
Weighted-average shares used to compute basic net loss per share (in shares) | 133,917,571 | 17,858,976 | 7,390,456 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 133,917,571 | 17,858,976 | 7,390,456 |
Product | |||
Income Statement [Abstract] | |||
Revenue | $ 33,578 | $ 16,886 | $ 9,804 |
Cost of product revenue | 24,492 | 17,365 | 17,120 |
Service | |||
Income Statement [Abstract] | |||
Revenue | 0 | 2,018 | 1,609 |
Cost of product revenue | $ 0 | $ 26 | $ 308 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in- Capital | Notes receivable from stockholders | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive loss | Accumulated other comprehensive lossCumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2018 | 4,384,348 | |||||||||
Beginning balance at Dec. 31, 2018 | $ 40,016 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 4,384,348 | |||||||||
Ending balance at Dec. 31, 2019 | $ 40,016 | |||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 7,890,521 | |||||||||
Beginning balance at Dec. 31, 2018 | $ (50,236) | $ 199 | $ 0 | $ 897 | $ 0 | $ (51,133) | $ 199 | $ 0 | $ 0 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 8,545 | 8,545 | ||||||||
Issuance of common stock upon exercise of stock options | $ 51 | 51 | ||||||||
Vesting of early exercised stock options | 51 | 51 | ||||||||
Net loss | (51,661) | (51,661) | ||||||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 3,340 | |||||||||
Issuance of common stock upon exercise of restricted stock awards | 28 | 28 | ||||||||
Stock-based compensation expense | $ 1,293 | 1,293 | ||||||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member | |||||||||
Issuance of notes to stockholders | $ (44) | (44) | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 7,902,407 | |||||||||
Ending balance at Dec. 31, 2019 | $ (100,319) | $ 0 | 2,320 | (44) | (102,595) | 0 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 88,434,754 | |||||||||
Issuance of redeemable convertible preferred stock | $ 39,225 | |||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (4,384,348) | |||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (40,016) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 88,434,754 | 88,434,754 | ||||||||
Ending balance at Dec. 31, 2020 | $ 39,225 | $ 39,225 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 12,221,364 | 12,221,363 | ||||||||
Issuance of common stock upon exercise of stock options | $ 379 | 379 | ||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 4,384,348 | |||||||||
Conversion of redeemable convertible preferred stock to common stock | 40,016 | 40,016 | ||||||||
Vesting of early exercised stock options | 379 | 379 | ||||||||
Net loss | (106,780) | (106,780) | ||||||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 1,617,264 | |||||||||
Issuance of common stock upon exercise of restricted stock awards | 6 | 6 | ||||||||
Conversion of convertible notes to common stock (in shares) | 7,201,912 | |||||||||
Conversion of convertible notes to common stock | 78,311 | 78,311 | ||||||||
Stock-based compensation expense | 12,057 | 12,057 | ||||||||
Reclassification of a note receivable from a stockholder | $ 44 | 44 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 33,327,294 | 33,327,294 | ||||||||
Ending balance at Dec. 31, 2020 | $ (75,907) | $ 0 | 133,468 | $ 0 | (209,375) | 0 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 4,232,947 | |||||||||
Issuance of redeemable convertible preferred stock | $ 58,097 | |||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (92,667,701) | |||||||||
Conversion of redeemable convertible preferred stock to common stock | $ (97,322) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,155,348 | 2,148,437 | ||||||||
Issuance of common stock upon exercise of stock options | $ 526 | 526 | ||||||||
Issuance of common stock upon exercise of warrants (in shares) | 100 | |||||||||
Issuance of common stock upon exercise of warrants | 1 | 1 | ||||||||
Repurchase of common stock (shares) | (406,845) | |||||||||
Repurchase of common stock | (45) | (45) | ||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 92,667,701 | |||||||||
Conversion of redeemable convertible preferred stock to common stock | 97,322 | $ 12 | 97,310 | |||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 (in shares) | 34,947,657 | |||||||||
Issuance of common stock upon merger and private offering, net of acquired private placement warrants of $19,377 | 272,065 | $ 4 | 272,061 | |||||||
Offering costs in connection with the merger | (26,620) | (26,620) | ||||||||
Issuance of common stock in connection with acquisition (in shares) | 9,163,982 | |||||||||
Issuance of common stock in connection with acquisition | 60,024 | $ 1 | 60,023 | |||||||
Issuance of replacement equity awards in connection with acquisition | 1,081 | 1,081 | ||||||||
Stock-based compensation expense, including vesting of restricted stock units (in shares) | 458,012 | |||||||||
Stock-based compensation expense, including vesting of restricted stock units | 25,363 | 25,363 | ||||||||
Cancellation of previously issued awards | (105,921) | |||||||||
Vesting of early exercised stock options | 877 | 877 | ||||||||
Net loss | (93,981) | (93,981) | ||||||||
Other comprehensive loss | $ (6) | (6) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 172,200,417 | 172,200,417 | ||||||||
Ending balance at Dec. 31, 2021 | $ 260,700 | $ 17 | $ 564,045 | $ (303,356) | $ (6) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Acquired private placement warrants | $ 19,377 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (93,981) | $ (106,780) | $ (51,661) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,477 | 3,718 | 2,032 |
Stock-based compensation | 25,363 | 12,057 | 1,235 |
Deferred income taxes | (2,477) | 0 | 0 |
Change in right-of-use asset | 2,180 | 1,887 | 1,291 |
Interest expense on notes and convertible debt | 36 | 1,030 | 2,446 |
Amortization of debt issuance costs and debt discount | 250 | 258 | 344 |
Change in fair value of warrant liabilities | (2,947) | 48,440 | 6 |
Change in fair value of derivative liability | 0 | 5,308 | 0 |
Gain on extinguishment of tranche right liability | 0 | (1,610) | 0 |
Provision for doubtful accounts | 379 | 67 | 169 |
Inventory write down | 808 | 797 | 4,764 |
Write-off of property and equipment | 0 | 0 | 555 |
Services exchanged for common stock | 0 | 0 | 28 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (8,007) | (1,457) | (594) |
Inventory | (3,440) | (3,146) | (5,380) |
Prepaid expenses and other assets | 350 | (1,442) | (538) |
Accounts payable | (2,442) | 144 | 2,109 |
Accrued and other liabilities | 9,060 | (417) | 2,632 |
Operating lease liability | (1,670) | (971) | 375 |
Net cash used in operating activities | (71,061) | (42,117) | (40,187) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchases of property and equipment | (4,283) | (3,509) | (7,494) |
Acquisition, net of cash acquired | (10,946) | 0 | 0 |
Net cash used in investing activities | (15,229) | (3,509) | (7,494) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from the merger and private offering | 291,442 | 0 | 0 |
Payment of offering costs | (26,620) | 0 | 0 |
Repayment of debt | (7,000) | (3,000) | 0 |
Proceeds from issuance of promissory notes to related parties | 5,000 | 0 | 0 |
Repayment of promissory notes to related parties | (5,000) | 0 | 0 |
Repurchase of common stock | (45) | 0 | 0 |
Proceeds from exercise of stock options | 526 | 1,337 | 7 |
Proceeds from exercise of warrants | 1 | 0 | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost of $265 | 0 | 41,526 | 0 |
Proceeds from issuance of convertible notes | 0 | 0 | 40,498 |
Proceeds from issuance of debt | 0 | 0 | 10,000 |
Net cash provided by financing activities | 258,304 | 39,863 | 50,505 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 172,014 | (5,763) | 2,824 |
Cash, cash equivalents and restricted cash at beginning of period | 12,642 | 18,405 | 15,581 |
Cash, cash equivalents and restricted cash at end of period | 184,656 | 12,642 | 18,405 |
SUPPLEMENTAL DISCLOSURES OF OPERATING ACTIVITIES: | |||
Cash paid for interest | 635 | 1,228 | 792 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION: | |||
Property and equipment purchases included in accounts payable and accrued liabilities | 377 | 232 | 825 |
Right-of-use assets obtained in exchange for operating lease liability | 6,265 | 6,409 | 3,939 |
Equity issued in connection with acquisition | 61,105 | 0 | 0 |
Issuance of redeemable convertible preferred stock upon exercise of warrants | 58,097 | 0 | |
Conversion of redeemable convertible preferred stock to common stock | 97,322 | 40,016 | 0 |
Issuance of common stock pursuant to the conversion of convertible notes and accrued interest | 0 | 78,311 | 0 |
Deferred transaction costs not yet paid | 0 | 3,373 | 0 |
Reclassification of common stock on exercise of stock options with notes receivable from stockholders | 0 | 44 | 0 |
Issuance of warrants per loan agreement amendment | 0 | 0 | 53 |
Issuance of common stock on exercise of stock options with notes receivable from stockholders | $ 0 | $ 0 | $ 44 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||||
Issuance cost | $ 265 | |||
Cash and cash equivalents | 182,644 | $ 11,362 | $ 16,848 | |
Restricted cash, current | 977 | 276 | 276 | |
Restricted cash, non-current | 1,035 | 1,004 | 1,281 | |
Total cash, cash equivalents and restricted cash | $ 184,656 | $ 12,642 | $ 18,405 | $ 15,581 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1 – Description of Business and Basis of Presentation Description of Business Ouster, Inc. was incorporated in the state of Delaware on June 4, 2020. The Company’s operating subsidiary, Ouster Technologies, Inc. (“OTI” and prior to the Merger (as defined below), named Ouster, Inc.), was incorporated in the state of Delaware on June 30, 2015. The Company is a leading provider of high-resolution digital lidar sensors that offer advanced 3D vision to machinery, vehicles, robots, and fixed infrastructure assets, allowing each to understand and visualize the surrounding world and ultimately enabling safe operation and ubiquitous autonomy. Unless the context otherwise requires, references in this subsection to “the Company” refer to the business and operations of OTI (formerly known as Ouster, Inc.) and its consolidated subsidiaries prior to the Merger (as defined below) and to Ouster, Inc. (formerly known as Colonnade Acquisition Corp.) and its consolidated subsidiaries following the consummation of the Merger. Colonnade Acquisition Corp. (“CLA”), the Company’s legal predecessor, was originally a blank check company incorporated as a Cayman Islands exempted company on June 4, 2020. CLA was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On March 11, 2021, CLA consummated a merger with the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 21, 2020, details of which are included below. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). All intercompany balances and transactions have been eliminated in consolidation. Impact of the COVID-19 The Company has been actively monitoring the ongoing COVID-19 “shelter-in-place” COVID-19 The full extent to which the COVID-19 COVID-19, COVID-19, COVID-19 and globally. Given the ongoing evolution of the COVID-19 COVID-19 Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has experienced recurring losses from operations, and negative cash flows from operations. As of December 31, 2021, the Company had an accumulated deficit of approximately $303.4 million. The Company has historically financed its operations primarily through the Merger and related transactions, the sale of convertible notes, equity securities, proceeds from debt and, to a lesser extent, cash received from sales. Management expects significant operating losses and negative cash flows from operations to continue for the foreseeable future. The Company expects to continue investing in product development and sales and marketing activities. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses. In the event that the Company does not generate sufficient cash flows from operations and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its discretionary spending, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or ability to continue operations. The Company has concluded that its cash and cash equivalents as of December 31, 2021 are sufficient for the Company to continue as a going concern for at least one year from the date these consolidated financial statements are available for issuance. Merger Agreement with Colonnade Acquisition Corp. and Beam Merger Sub, Inc. On December 21, 2020, OTI entered into the Merger Agreement with CLA and Beam Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and subsidiary of CLA. OTI’s board of directors unanimously approved OTI’s entry into the Merger Agreement, and on March 11, 2021, the transactions contemplated by the Merger Agreement were consummated. Pursuant to the terms of the Merger Agreement, (i) CLA domesticated as a corporation incorporated under the laws of the State of Delaware and changed its name to “Ouster, Inc.” and (ii) Merger Sub merged with and into OTI (such transactions contemplated by the Merger Agreement, the “Merger”), with OTI surviving the Merger. As a result of the Merger, among other things, (1) each of the then issued and outstanding 5,000,000 CLA Class B ordinary shares, par value $0.0001 per share, of CLA (the “CLA Class B ordinary shares”) converted automatically, on a one-for-one one-for-one one-half Immediately prior to the effective time of the Merger, (1) each share of OTI’s Series B Preferred Stock, par value $0.00001 per share (the “OTI Preferred Stock”), converted into one share of common stock, par value $0.00001 per share, of OTI (the “OTI common stock” and, together with OTI Preferred Stock, the “OTI Capital Stock”) (such conversion, the “OTI Preferred Conversion”) and (2) all of the outstanding warrants to purchase shares of OTI Capital Stock were exercised in full or terminated in accordance with their respective terms (the “OTI Warrant Settlement”). As a result of and upon the closing of the Merger, among other things, all shares of OTI Capital Stock (after giving effect to the OTI Warrant Settlement) outstanding immediately prior to the closing of the Merger together with shares of OTI common stock reserved in respect of options to purchase shares of OTI common stock and restricted shares of OTI common stock (together, the “OTI Awards”) outstanding immediately prior to the closing of the Merger that were converted into awards based on Ouster common stock, were cancelled in exchange for the right to receive, or the reservation of, an aggregate of 150,000,000 shares of Ouster common stock (at a deemed value of $10.00 per share), which, in the case of OTI Awards, were shares underlying awards based on Ouster common stock, representing a fully-diluted pre-transaction. pre-merger The Merger was accounted for as a reverse recapitalization. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. PIPE Investment On December 21, 2020, concurrently with the execution of the Merger Agreement, CLA entered into subscription agreements with certain institutional and accredited investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 10,000,000 shares of Ouster common stock at $10.00 per share for an aggregate commitment amount of $100,000,000 (the “PIPE Investment”), a portion of which was funded by certain affiliates of Colonnade Sponsor LLC, CLA’s sponsor (the “Sponsor”). The PIPE Investment was consummated substantially concurrently with the closing of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. Due to the novel coronavirus (“COVID-19”) Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained. Business Combinations Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net. Foreign Currencies The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. Segment Information The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers 1) Identify the contract with a customer The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts with its customers. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. Accounts receivable are due under normal trade terms, typically three months or less. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. 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. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2021, 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For these service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred to the customer as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) Costs to obtain a contract The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The incremental cost of obtaining a contract for the years ended December 31, 2021 and 2020 was $2.2 million and $0.3 million, respectively. No commission plan was in place and no expense was recognized for 2019. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2021 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year. For the years ended December 31, 2021, 2020 and 2019, the Company recognized less than $0.1 million, $0.5 million and less than $0.1 million of revenue that was deferred as of December 31, 2020, 2019 and 2018 respectively. Deferred revenue was $0.2 million as of December 31, 2021, relating primarily to the development and validation services. All of the deferred revenue balance at December 31, 2021 is expected to be recognized in the year ending December 31, 2022. Disaggregation of Revenues The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands): Year ended December 31, 2021 2020 2019 United States $ 14,790 $ 8,328 $ 7,035 Americas, excluding United States 866 436 361 Europe, Middle East and Africa 10,588 5,870 2,368 Asia and Pacific 7,334 4,270 1,649 Total $ 33,578 $ 18,904 $ 11,413 Cost of Revenue Cost of revenue consists of the manufacturing cost of digital lidar sensors, which primarily consists of sensor components, personnel-related costs directly associated with the manufacturing, and amounts paid to our third-party contract manufacturer and vendors. Cost of revenue also includes depreciation of manufacturing equipment, an allocated portion of overhead, facility and IT costs, stock-based compensation for manufacturing personnel, reserves for estimated warranty expenses, excess and obsolete inventory and shipping costs. Research and development Expenditures incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Research and development costs include, but are not limited to payroll and personnel expenses, laboratory supplies, prototype materials consumed during product development and the inventory materials consumed during pilot manufacturing runs, and consulting costs. Sales and marketing Selling and marketing expenses consist of personnel-related expenses, including salaries, benefits, and stock-based compensation, for all personnel directly involved in business development, customer support, and marketing activities, and marketing expenses including trade shows, advertising, and demonstration equipment. Sales and marketing costs are charged to expense as incurred. Net loss per common share The Company follows the two-class two-class two-class Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the years ended December 31, 2021, 2020 and 2019. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s foreign currency translation adjustment is the only component of other comprehensive loss that is excluded from the reported net loss for all periods presented. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks and a money market account. Restricted Cash Restricted cash consists of certificates of deposit held by banks as security for outstanding letters of credit. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Changes in the Company’s allowance for expected credit losses were as follows (in thousands): Year Ended December 31, Year Ended December 31, Year Ended December 31, Beginning balance $ 128 $ 117 $ — Provisions 379 67 169 Uncollectible accounts written off, net of recoveries — (56 ) (52 ) Ending balance $ 507 $ 128 $ 117 Inventory Inventory consists principally of raw materials, work-in-process, first-in, first-out Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 5). Impairment of Long-Lived Assets The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of those assets, the Company records an impairment charge in the period in which such determination is made. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no triggering events identified. The Company has not identified any such impairment losses to date. Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. The quantitative impairment test involves comparing the fair value of the reporting unit to the carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the Company measures the amount of impairment loss, if any, as the excess of the carrying value over the fair value of the reporting unit. As of December 31, 2021, no impairment of goodwill has been identified. Intangible Assets Intangible assets consist primarily of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years. Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I - Quoted prices for identical instruments in active markets. • Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III - Instruments whose significant value drivers are unobservable. Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would become redeemable at the option of the holders of such shares. The Company did not adjust the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such shares because it was not probable that a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. Warrant Liabilities Warrant liabilities consist of redeemable convertible preferred stock warrants and Private Placement warrants. The Company’s redeemable convertible preferred stock warrants were accounted for as a liability as the underlying redeemable convertible preferred stock were contingently redeemable and would obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day fixed-for-fixed As the redeemable convertible preferred stock warrants and Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. The Company’s redeemable convertible preferred stock warrants were exercised in 2021 and no redeemable convertible preferred stock warrants were outstanding as of December 31, 2021. Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Hong Kong, China and European Union. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2021 and 2020, the Company had cash, cash equivalents and restricted cash on deposit with financial institutions in US of $184.2 million and $12.5 million. As of December 31, 2021 and 2020, the Company also had cash on deposit with financial institutions in countries other than the US of approximately $0.5 million and $0.1 million, respectively, that was not federally insured. The Company generally does not require collateral or other security deposits for accounts receivable. To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows: December 31, December 31, Customer A 11 % * Customer B * 23 % Customer C * 13 % * Customer accounted for less than 10% of total accounts receivable in the period. There were no customers that accounted for more than 10% of revenue during the year ended December 31, 2021. Revenue from customer D accounted for approximately 11% and 22% of total revenue during the year ended December 31, 2020 and 2019. Concentrations of supplier risk One supplier accounted for approximately 20% of total purchases during the year ended December 31, 2021 and accounted for 55% of total accounts payable balance as of December 31, 2021. One supplier accounted for approximately 15% of total purchases during the year ended December 31, 2020 and there were no suppliers that accounted for more than 23% of total accounts payable balance as of December 31, 2020. One supplier accounted for approximately 12% of total purchases during the year ended December 31, 2019 and there were no suppliers that accounted for more than 10% of total accounts payable balance as of December 31, 2019. Deferred transaction costs The Company capitalizes certain legal, accounting and other third-party fees that are directly related to the Company’s in-process non-current paid-in Stock-based compensation The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables: • Common Stock Valuation • Expected Term • Expected Volatility • Expected Dividends • Risk-Free Interest Rate The fair values of the restricted stock awards and restricted stock units were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock. Employee loan notes for purchase of common stock Certain executives and employees of the Company exercised stock options early or purchased stock in exchange for promissory notes in the year ended December 31, 2020. These notes were secured by the underlying shares purchased (the notes were 50% recourse and 50% non-recourse) non-recourse Income taxes Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (NOL) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2021 and December 31, 2020. The Company accounts for uncertainty in income taxes using a two-step Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASC 842, Leases, a new standard requiring lessees to recognize operating and finance lease liabilities on the balance sheet, as well as corresponding right-of-use build-to-suit build-to-suit The new standard also provides certain accounting elections for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means that, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. The Company also elected to not separate lease and nonlease components for its building leases. The nonlease components are generally variable in nature and are expected to represent most of the Company’s variable lease costs. Variable costs are expensed as incurred. The Company determines whether an arrangement is a lease, or contains a lease, at inception. For the purpose of the adoption of ASC 842, the Company also performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842 and determined that, except for the leases described in Note 9, “Leases”, none of the Company’s contracts contain a lease. In June 2016, the FASB issued ASU 2016-13, available-for-sale The credit-related losses are required to be recognized through earnings and non-credit In August 2018, the FASB issued ASU 2018-15, Other-Internal-Use 350-40): internal-use In December 2019, the FASB issued ASU No. 2019-12, 2019-12 Recently Issued Accounting Pronouncements not yet adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06). 2020-06 815-40, if-converted In October 2021, the FASB issued ASU 2021-08, |
Business Combination and Relate
Business Combination and Related Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination and Related Transactions | Note 3. Business Combination and Related Transactions Sense Acquisition On October 22, 2021, the Company acquired Sense Photonics Inc. (“Sense”), a privately held lidar technology company for autonomous vehicles. The transaction has been accounted for as a business combination. The Company purchased all of the outstanding shares of the capital stock of Sense and settled all Sense debt for total consideration of $72.8 million comprised of 9,163,982 shares of the Company’s common stock having a fair value of $60.0 million, fully vested replacement equity awards having a fair value of $1.1 million, and a cash payment of $11.7 million to settle Sense pre-existing Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $1.5 million. The following table summarizes the preliminary fair value of identifiable assets acquired and liabilities assumed (in thousands): Cash $ 689 Restricted cash 69 Accounts receivable, net 768 Prepaid expenses and other current assets 463 Property and equipment, net 626 Intangible assets: Developed technology—estimated useful life of 8 years 15,900 Vendor relationship—estimated useful life of 3 years 6,600 Customer relationships—estimated useful life of 3 years 900 Goodwill 51,076 Accounts payable (266 ) Accrued and other current liabilities (1,540 ) Deferred tax liability (2,477 ) Total purchase consideration $ 72,808 The fair value assigned to developed technology was determined as of the acquisition date under the relief-from-royalty rate method using Level 3 inputs. Management applied significant judgement in estimating the fair value of the developed technology, which involved significant assumptions related to the revenue growth rates, the relief-from-royalty rate, the discount rate, and the economic life. The fair values assigned to the vendor relationship and customer relationships were determined using Level 3 inputs under the with-and-without Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and assumed liabilities acquired and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. Goodwill is not deductible for tax purposes. Sense’s revenue and pretax loss for the period from the acquisition date of October 22, 2021 to December 31, 2021 was not material. The following unaudited supplemental pro forma information presents the combined historical results of operations of the Company and Sense as if the business combination had been completed on January 1, 2020. The pro forma financial information includes amortization of fair value adjustments in the appropriate pro forma periods as though the companies were combined as of the beginning of 2020. These adjustments include: • An increase in amortization expense of $4.5 million and $3.7 million related to the fair value of acquired identifiable intangible assets in 2021 and 2020, respectively; • A decrease in expenses of $1.5 million related to acquisition transaction expenses in 2021; • An increase in stock based compensation expense of $10.8 million and $8.7 million in 2021 and 2020, respectively, related to the stock options and restricted stock units issued to Sense employees. The following table includes unaudited pro forma results (in thousands, except per share data): December 31, 2021 2020 Revenue 33,578 21,930 Net (loss) (107,352 ) (139,850 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4. Fair Value of Financial Instruments The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 177,513 $ — $ — $ 177,513 Total financial assets $ 177,513 $ — $ — $ 177,513 Liabilities Warrant liabilities $ — $ — $ 7,626 $ 7,626 Total financial liabilities $ — $ — $ 7,626 $ 7,626 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 10,493 $ — $ — $ 10,493 Total financial assets $ 10,493 $ — $ — $ 10,493 Liabilities Warrant liabilities $ — $ — $ 49,293 $ 49,293 Total financial liabilities $ — $ — $ 49,293 $ 49,293 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The fair value of the redeemable convertible preferred stock warrant, redeemable convertible preferred stock tranche and Private Placement warrant liabilities is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liabilities, the Company used the Black-Scholes option pricing model to estimate the fair value using unobservable inputs including the expected term, expected volatility, risk-free interest rate and dividend yield (see Note 8). The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Redeemable Convertible Preferred Stock Warrant Liability Redeemable Private Placement Derivative Fair value as of January 1, 2019 $ (115 ) $ — $ — $ — Recognition of preferred stock warrant liability upon subsequent issuance of warrants (53 ) — — — Change in the fair value included in other income (expense), net 6 — — — Fair value as of December 31, 2019 $ (162 ) $ — $ — $ — Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants (691 ) (1,610 ) — — Change in the fair value included in other income (expense), net (48,440 ) — — (5,308 ) Extinguishment of derivative liability upon conversion of convertible notes — — — 5,308 Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net — 1,610 — — Fair value as of December 31, 2020 (49,293 ) — — — Private placement warrant liability acquired as part of the Merger — — (19,377 ) — Change in the fair value included in other income (expense), net (8,804 ) — 11,751 — Issuance of preferred stock upon exercise of warrants 58,097 — — — Fair value as of December 31, 2021 $ — $ — $ (7,626 ) $ — Non-Recurring The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring Disclosure of Fair Values Our financial instruments that are not re-measured |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Cash and Cash Equivalents The Company’s cash and cash equivalents consist of the following (in thousands): December 31, 2021 2020 Cash $ 5,131 $ 869 Cash equivalents: Money market funds (1) 177,513 10,493 Total cash and cash equivalents $ 182,644 $ 11,362 (1) The Company maintains a cash sweep account which is included in money market funds as of December 31, 2021. Cash is invested in the short-term money market funds, which is a cash sweep for not invested cash that earns interest. Inventory Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands): December 31, 2021 2020 Raw materials $ 2,401 $ 1,376 Work in process 1,951 1,249 Finished goods 3,096 2,192 Total inventory $ 7,448 $ 4,817 During the years ended December 31, 2021, 2020 and 2019, $0.8 million, $0.8 million and $4.8 million of inventory write downs were charged to cost of revenue. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 1,970 $ 694 Prepaid insurance 1,355 206 Receivable from contract manufacturer 1,344 1,521 Grant receivable 779 — Security deposit 118 20 Total prepaid and other current assets $ 5,566 $ 2,441 Property and Equipment, net Property and equipment consists of the following (in thousands): Estimated Useful Life December 31, 2021 2020 Machinery and equipment 3 $ 8,404 $ 5,084 Computer equipment 3 498 456 Automotive and vehicle hardware 5 93 93 Software 3 104 104 Furniture and fixtures 7 730 721 Construction in progress 1,700 — Leasehold improvements Shorter of useful life or lease term 9,265 9,265 20,794 15,723 Less: Accumulated depreciation (10,740 ) (5,992 ) Property and equipment, net $ 10,054 $ 9,731 Depreciation expense associated with property and equipment was $4.7 million, $3.7 million and $2.0 million in the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the Company had tangible assets of $1.8 million held in Thailand and the remainder were in the U.S. As of December 31, 2020, the Company had tangible assets of $1.3 million held in Thailand and the remainder were in the U.S. Goodwill and Acquired Intangible Assets, Net The following table presents goodwill activity (in thousands): December 31, 2020 $ — Goodwill acquired 51,076 December 31, 2021 $ 51,076 Acquired intangible assets, net consisted of the following (in thousands): Estimated Useful December 31, 2021 Gross Accumulated Net Book Developed technology 8 $ 15,900 $ (331 ) $ 15,569 Vendor relationship 3 6,600 (367 ) 6,233 Customer relationships 3 900 (50 ) 850 Intangible assets, net $ 23,400 $ (748 ) $ 22,652 Amortization expense associated with acquired intangible assets, net was $0.7 million in the year ended December 31, 2021. The Company did not have any intangible assets and amortization expense associated as of December 31, 2020 and in the year ended December 31, 2019. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued compensation $ 3,229 $ 1,618 Uninvoiced receipts 9,835 1,947 Other 1,109 556 Total accrued and other current liabilities $ 14,173 $ 4,121 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6. Convertible Notes Payable 2018 Convertible Notes During the period from August 2018 through April 2019, the Company issued convertible promissory notes to certain Investors (“2018 Investors”), with an aggregate principal amount of $40.3 million (“2018 Convertible Notes”). The Company received consideration of $40.0 million, net of debt issuance costs of $0.3 million. The 2018 Convertible Notes were payable anytime on or after two years from the respective issuance dates upon demand of the 2018 Investors holding at least 60% of the outstanding principal of the 2018 Convertible Notes or at the Company’s option with 10 days’ notice to the 2018 Investors, and carried paid in-kind non-qualified non-qualified All of the 2018 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. For the year ended December 31, 2020, the Company recognized interest expense of $0.6 million and amortization of debt discount issuance costs, included in interest expense of $0.1 million related to the 2018 Convertible Notes. On April 3, 2020, $40.2 million of principal and $2.8 million of accrued interest of the 2018 Convertible Notes were converted to 3,005,762 shares of common stock at a conversion price of $14.33 per share. The Notes were converted to common stock outside of the original contract terms. The holders of 2018 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria: • The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. • The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. The convertible notes exchange resulted in a gain of approximately $42.5 million, which resulted in a credit to additional paid-in 2019 Convertible Notes During the period from September through November, 2019, the Company issued convertible promissory notes to certain Investors (“2019 Investors”), with an aggregate principal amount of $29.3 million (“2019 Convertible Notes”). The Company received consideration of $29.2 million, net of debt issuance costs of $0.1 million. The 2019 Convertible Notes were to be payable anytime on or after September 18, 2021 upon demand by consent of the 2019 Investors holding at least 60% of the outstanding principal of the 2019 Convertible Notes or at the Company’s option with 10 days’ notice to the 2020 Investors, and carried interest at 5% per annum which in addition to the notes was payable at maturity. The 2019 Convertible Notes and all accrued but unpaid interest were automatically convertible into shares of the Company’s common stock in the event of qualified financing and convertible in the event of non-qualified non-qualified 2019 Convertible Notes contain embedded features that provide the lenders with multiple settlement alternatives. Certain of these settlement features provided the lenders a right to a fixed number of the Company’s shares upon conversion of the notes (the “conversion option”). Other settlement features provided the lenders the right or the obligation to receive cash or a variable number of shares upon the completion of a capital raising transaction, change of control or default of the Company (the “redemption features”). The conversion options of the convertible notes did not meet the requirements to be separately accounted for as a derivative liability. However, certain redemption features of the 2019 Convertible Notes met the requirements for separate accounting and were accounted for as a single, compound derivative instrument. The derivative instrument was recorded at fair value at inception and was subject to remeasurement to fair value at each balance sheet date, with any changes in fair value recognized in the statements of operations and comprehensive loss (see Note 4). On April 3, 2020, $29.3 million of principal and $0.7 million of accrued interest of the 2019 Convertible Notes were converted to 4,196,178 shares of common stock at a conversion price of $7.17 per share. All of the 2019 Convertible Notes were converted to common stock in April 2020 as part of Series B redeemable convertible preferred stock financing. The Notes were converted to common stock outside of the original contract terms. The holders of 2019 Convertible Notes issued consents to amend the terms of the notes to provide for conversion to common stock before maturity, including a newly negotiated issuance price to affect the conversion in order to raise additional financing. The Company accounted for the transaction as a troubled debt restructuring as a result of satisfying the below criteria: • The Company’s challenges associated with the financing efforts of its operations at the time of the convertible notes exchange. • The holders of the convertible notes completed the exchange for a value lower than the face amount of the notes. As a result, the Company concluded a concession was granted to the Company. The convertible notes exchange resulted in a gain of approximately $29.3 million, which resulted in a credit to additional paid-in For the year ended December 31, 2020, the Company recognized interest expense of $0.4 million and amortization of debt discount issuance costs, included in interest expense of $0.1 million in relation with the 2019 Convertible Notes. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 7. Long-term Debt Runway Growth Loan Agreement On November 27, 2018, the Company entered into a Loan and Security Agreement with Runway Growth Credit Fund Inc. (“Runway Loan and Security Agreement”). The Runway Loan and Security Agreement provided for loans in an aggregate principal amount up to $10.0 million with a loan maturity date of November 15, 2021. The loan carried an interest rate equal to LIBOR plus 8.5%, unless LIBOR becomes no longer attainable or ceases to fairly reflect the costs of the lender, in which case the applicable interest rate shall be Prime Rate plus 6.0%. In an event of default, annual interest is increased by 5.0% above the otherwise applicable rate. The loan’s annual effective interest rate was approximately 16.4% for each of the years ended December 31, 2021 and 2020. In conjunction with the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A redeemable convertible preferred stock (the “Series A Preferred Stock”) of OTI (4.0% of original principal amount of $10.0 million, divided by the exercise price), with an exercise price of $11.3518 per share. The fair value of this warrant was estimated to be $0.1 million and accounted for as a debt discount. On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, OTI amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of OTI. The aggregate value of the warrants increased by $0.1 million after the warrant modification. The warrants were exercised on March 11, 2021 and the warrant liability was remeasured to fair value with the increase recognized as a loss of $0.6 million and $13.8 million for the years ended December 31, 2021 and 2020, respectively, within other income (expense), net in the consolidated statements of operations and comprehensive loss. On March 26, 2021 the Company terminated the Runway Loan and Security Agreement and repaid the $7.0 million principal amount outstanding as well as interest and fees amounting to $0.4 million. The Company incurred no prepayment fees in connection with the termination and all liens and security interests securing the loan made pursuant to the Runway Loan and Security Agreement were released upon termination. As of December 31, 2021 and 2020, the outstanding principal balance of the loan was nil and $7.0 million, respectively. Promissory notes The Company issued a $5.0 million promissory note in January 2021 to certain current investors of the Company (or their respective affiliates) to help continue to fund the Company’s ongoing operations through the consummation of the Merger. The note accrued interest at a rate equal to LIBOR plus 8.5% per annum and was repaid on March 11, 2021 in accordance with its terms in connection with the consummation of the Merger. |
Series A and B Redeemable Conve
Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities | Note 8. Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities On November 27, 2018, in connection with the execution of the Runway Loan and Security Agreement, the Company issued a warrant to purchase 35,348 shares of Series A Preferred Stock of the Company at an exercise price of $11.3518 per share (the “Runway warrant”). On August 5, 2019, in connection with the second amendment to the Runway Loan and Security Agreement, the Company amended the warrant issued to Runway Growth to increase the number of shares available to purchase to 53,023 shares of Series A Preferred Stock of the Company at an exercise price of $11.3518 per share. The Runway warrant had a term expiring upon the earlier of 10-year The fair value of the Runway warrant issued was recorded as of the date of initial issuance in the amount of $0.1 million. The subsequent issuance of warrants pursuant to the August 5, 2019 amendment to the Runway Loan and Security Agreement was recorded in the amount of $0.1 million. The Runway warrant was exercised on March 11, 2021. On April 3, 2020, in connection with the closing of the Series B redeemable convertible preferred stock, the Company issued a warrant to purchase 4,513,993 shares of Series B redeemable convertible preferred stock of the Company at an exercise price of $0.3323 per share (the “Series B warrants”). The Series B warrants could be exercised prior to the earliest to occur of (i) the 10-year The Series B warrants were initially recognized as a liability at a fair value of $0.7 million. The Series B warrants were exercised on February 11, 2021 and the warrant liability was remeasured to fair value as of that date, resulting in a loss of $8.3 million for the year ended December 31, 2021, classified within other income (expense), net in the consolidated statements of operations and comprehensive loss. Historically, value was assigned to each class of equity securities using an option pricing model method (“OPM”). In September 2020, the Company began allocating the equity value using a hybrid method that utilizes a combination of the OPM and the probability weighted expected return method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values for the Company, assuming various outcomes. As the probability of a transaction with a special purpose acquisition company (“SPAC”) increased, the fair value of the redeemable convertible preferred stock warrant liability increased as of the date of the exercise. The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model: Initial Issuance Subsequent December 31, February 11, March 11, Stock price $ 5.80 $ 5.80 $ 7.11 $ 10.27 $ 8.44 Term (years) 10.00 9.31 2.00 2.00 2.00 Expected volatility 57.81 % 57.35 % 76.00 % 76.00 % 76.00 % Risk-free interest rate 3.06 % 1.75 % 0.13 % 0.13 % 0.13 % Dividend yield 0 % 0 % 0 % 0 % 0 % Series B Redeemable Convertible Preferred Stock Tranche In April, 2020 and May, 2020, the Company issued 62,505,102 shares of Series B redeemable convertible preferred stock at $0.3323 per share. For each share purchased, the purchaser had an option to purchase an additional share of Series B redeemable convertible preferred stock at $0.3323 per share, exercisable at any time prior to August 13, 2020 (the “Tranche Right”). The Company determined that the Tranche Right represented a freestanding obligation of the Company to issue additional shares of contingently redeemable shares if exercised by the holder. The freestanding redeemable convertible preferred stock tranche liability was initially recorded at fair value, with fair value changes recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss. In July 2020, the Company issued 37,970,846 shares of Series B redeemable convertible preferred stock at $0.3323 per share for net proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August, 2020, upon the expiration of the Tranche Right, 25,286,587 shares of Series B redeemable convertible preferred stock were issued in accordance with the Tranche Right. The remaining Tranche Right expired, unexercised, resulting in a $1.6 million gain recorded within other income (expense), net in the consolidated statements of operations and comprehensive loss. Private Placement Warrants Simultaneously with the closing of the Company’s initial public offering (the “IPO”) in August, 2020, the sponsor of CLA, Colonnade Sponsor LLC, purchased an aggregate of 6,000,000 Private Placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $6,000,000. The Private Placement warrants became exercisable 12 months following the closing of the Company’s IPO, and will expire 5 years from the completion of the Merger, or earlier upon redemption or liquidation. Each Private Placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. On March 11, 2021, each outstanding Private Placement warrant automatically converted into a warrant to purchase one share of Ouster common stock pursuant to the Warrant Agreement. The Private Placement warrants were initially recognized as a liability at a fair value of $19.4 million and the Private Placement warrant liability was remeasured to fair value as of December 31, 2021, resulting in a gain of $11.8 million in the year ended December 31, 2021, classified within other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model: March 11, December 31, Stock price $ 12.00 $ 5.20 Exercise price of warrant $ 11.50 $ 11.50 Term (years) 5.00 4.19 Expected volatility 27.00 % 57.00 % Risk-free interest rate 0.78 % 1.14 % |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 9. Leases 350 Treat Building Lease In September 2017, the Company entered into a lease agreement (the “350 Treat Building Lease”) to lease approximately 26,125 square feet of office and warehouse space located in San Francisco, California for its corporate headquarters. Subsequently, in June 2018, the Company took possession of the 350 Treat Building Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on January 31, 2023. The Company’s obligation to pay rent commenced in February 2018. The Company is obligated to make lease payments totaling approximately $7.4 million over the lease term, offset by $2.4 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs, including taxes and operating expenses. In November 2021, the Company entered into an amendment to the 350 Treat Building Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years and seven months and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.6 years equals $7.6 million . The Company recorded an adjustment of $5.5 million to the right-of-use right-of-use The 350 Treat Building Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2021, the operating lease right-of-use right-of-use 2741 16 th In September 2017 the Company entered into a lease agreement (the “2741 16th Street Lease”) to lease approximately 20,032 square feet of office space and 25,000 of parking space located in San Francisco, California. Subsequently, in June 2019, the Company took possession of the 2741 16th Street Lease. This lease includes a free rent period and escalating rent payments and has a remaining lease term of 3.1 years that expires on August 31, 2023. The Company’s obligation to pay rent commenced in September 2018. The Company is obligated to make lease payments totaling approximately $8.2 million over the lease term, offset by $4.6 million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs related to 2741 16th Street, including taxes and operating expenses. In May 2020, the Company entered into an amendment to the 2741 16th Street Lease agreement, whereby the parties agreed to extend the term of the lease for an additional four years, restructure the monthly rent payable under the lease and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of 4.0 years equals $8.5 million and the increase in total base lease payments for the lease term provided for by the original agreement is $0.7 million. The Company recorded an adjustment of $6.2 million to the right-of-use right-of-use The 2741 16th Street Lease is considered to be an operating lease as it does not meet the criteria of a finance lease. As of December 31, 2021, the operating lease right-of-use Other operating real estate leases In 2020 and 2021, the Company entered into three lease agreements for office spaces located outside of the US. The terms of those leases range from 2 to 3 years. The Company is obligated to make lease payments totaling approximately $1.0 for those leases over the respective lease terms. Total operating lease cost for the years ended December 31, 2021, 2020 and 2019 was $3.6 million, $2.9 million and $1.9 million, which consisted of $3.0 million, $2.6 million and $1.7 million of fixed lease expense and $0.6 million, $0.3 million and $0.2 million of variable lease expense, respectively. Cash paid for amounts included in the measurement of lease liabilities was $4.2 million, $3.5 million and $3.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The following table presents the weighted average remaining lease term and discount rate for leases: December 31, December 31, Weighted-average remaining lease term 5.53 5.58 Weighted-average discount rate 4.55 % 5.25 % The maturities of the operating lease liabilities as of December 31, 2021 were as follows (in thousands): Year ending December 31, 2022 $ 3,940 2023 3,784 2024 3,884 2025 3,902 2026 and thereafter 6,751 Total undiscounted lease payments 22,261 Less: imputed interest (2,986 ) Total operating lease liabilities $ 19,275 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Letters of credit In connection with the 350 Treat Building Lease and 2741 16th Street Lease, the Company obtained letters of credit from certain banks as required by the lease agreements. If the Company defaults under the terms of the lease, the lessor will be entitled to draw upon the letters of credit in the amount necessary to cure the default. The amounts covered by the letters of credit are collateralized by certificates of deposit, which are included in restricted cash on the consolidated balance sheets as of December 31, 2021 and 2020. The outstanding amount of the letters of credit are $2.0 million and $1.3 million as of December 31, 2021 and 2020, respectively. Non-cancelable As of December 31, 2021, the Company had non-cancelable Legal proceedings The Company is involved in various legal proceedings arising in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. On June 10, 2021, we received a letter from the SEC notifying us of an investigation and document subpoena. The subpoena seeks documents regarding projected financial information in CLA’s Form S-4 Indemnification From time to time, the Company enters into agreements in the ordinary course of business that include indemnification provisions. Generally, in these provisions the Company agrees to defend, indemnify, and hold harmless the indemnified parties for claims and losses suffered or incurred by such indemnified parties for which the Company is responsible under the applicable indemnification provisions. The terms of the indemnification provisions vary depending upon negotiations between the Company and its counterpart; however, typically, these indemnification obligations survive the term of the contract and the maximum potential amount of future payments the Company could be required to make pursuant to these provisions are uncapped. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnity agreements pursuant to which it has indemnified its directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer, other than liabilities arising from willful misconduct of the individual. To date, the Company has never incurred costs to defend lawsuits or settle claims related to these indemnity agreements. The consolidated financial statements do not include a liability for any potential obligations under the indemnification agreements at December 31, 2021 and 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred and Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred and Common Stock | Note 11. Redeemable Convertible Preferred and Common Stock The Company’s common stock and warrants trade on the New York Stock Exchange under the symbol “OUST” and “OUSTWS”, respectively. Pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company is authorized and has available for issuance the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,000,000,000 shares of common stock; (ii) 100,000,000 shares of preferred stock. Immediately following the Merger, there were 161,449,205 shares of common stock with a par value of $0.0001, and 15,999,996 warrants outstanding. The holder of each share of common stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to March 11, 2021 to give effect to the exchange ratio established in the Merger Agreement to determine the number of shares of common stock into which they were converted. Series Seed Financing and conversion In April 2016, the Company issued 1,887,253 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $1.8 million, net of $0.1 million stock issuance costs. In April 2016, the Company issued 44,256 shares to an investor upon conversion of a note having a balance of principal and interest of $45,000. In May 2016, the Company issued 563,725 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.6 million. In July 2016, the Company issued 445,942 shares of Series Seed redeemable convertible preferred stock at $1.02 per share for net proceeds of $0.5 million. In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all the outstanding Series Seed redeemable convertible preferred stock shares were converted to 2,941,176 shares of the Company’s common stock. Series A Financing and conversion In October 2017, the Company issued 1,324,511 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $14.8 million, net of $0.2 million of stock issuance costs. In October 2017, the Company issued 1,253,556 shares of Series A Preferred Stock upon conversion of multiple notes having a principal and interest balance of $4.6 million. In December, 2018, the Company issued 715,712 shares of Series A Preferred Stock at $11.3158 per share for net proceeds of $8.1 million. In April 2020, in order to induce the closing of the Series B Financing, the holders exercised the embedded conversion feature and all of the outstanding Series A redeemable convertible preferred stock shares were converted to 3,293,779 shares of the Company’s common stock. Series B Financing In April 2020, the Company issued 45,185,071 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $15.1 million, less $0.1 million of stock issuance costs. In May 2020, the Company issued 17,320,031 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $5.8 million, less $0.1 million of stock issuance costs. In July 2020, the Company issued 37,970,846 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $12.5 million, less $0.1 million of stock issuance costs. In August 2020, the Company issued 25,286,587 shares of Series B redeemable convertible preferred stock at $0.3323 per share for gross proceeds of $8.4 million, less $0.1 million of stock issuance costs. On March 11, 2021, upon the closing of the Transaction pursuant to the Merger Agreement (Note 1), all of the outstanding redeemable convertible preferred stock was converted to the Company’s common stock pursuant to the conversion rate effective immediately prior to the Transaction and the remaining amount was reclassified to additional paid-in Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data): Series December 31, 2020 Issue Price Shares Shares Issued and Outstanding Liquidation Carrying Series B $ 0.33 131,411,372 88,434,754 $ 41,791 $ 39,225 The significant features of the Company’s redeemable convertible preferred stock were as follows: Dividend provisions The Series Seed, Series A and Series B preferred stockholders were entitled to receive dividends prior and in preference to any dividends on the common stock, at a rate of $0.0612, $0.6789 and $0.019938 per share, respectively, per annum on a non-cumulative Liquidation preference In the event of liquidation, dissolution or winding up of the Company, merger or a reduction of capital through the sale or lease of all or substantial part of the business of the Company, before any distribution or payment could be made to the holders of common stock, the holders of Series Seed, Series A and Series B redeemable convertible preferred stock were entitled to receive $1.02, $11.3518 and $0.3323 per share (subject to adjustment in the event of any share dividend, share split, combination, or other recapitalization), respectively, plus any declared but unpaid dividends on such shares. If the assets and funds were insufficient for such distribution, they were to receive a pro rata distribution, based on the relative preferred stock ownership and in proportion to the preferential amount each such holder is otherwise entitled. If the assets and funds were in excess of amounts distributed to the preferred stockholders, the remaining assets and funds were to be distributed pro rata to the holders of the common stock. If the holders of the redeemable convertible preferred stock would receive a greater distribution if they converted to common stock, then such conversion would have been assumed prior to distribution. Conversion rights The holders of Series Seed, Series A and Series B redeemable convertible preferred stock had a right to convert their stock into not assessable shares of common stock at a conversion rate equal to their respective liquidation preferences divided by a conversion price of $1.02, $11.3518 and $0.3323, respectively, which would be adjusted for any stock splits, stock dividends, combination, subdivisions, recapitalization or similar transactions. Shares of Series B redeemable convertible preferred stock were automatically be converted into shares of common stock upon the earlier of (a) the closing of the sale of shares of common stock to the public at a minimum price of $1.41 per share, subject to appropriate adjustment in the event of any stock splits, stock dividends, combinations, subdivisions, recapitalization or similar transactions with respect to common stock, in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $75.0 million of gross cash proceeds to the Company or (b)(i) upon vote or written consent of a majority of the then outstanding shares of the Series Seed redeemable convertible preferred stock, voting as a separate series on an as-converted as-converted Redemption rights The redeemable convertible preferred stock is recorded in mezzanine equity because while it is not currently redeemable, it may become redeemable at the option of the preferred stockholders upon the occurrence of certain deemed liquidation events that are considered not solely within the Company’s control for an amount equal to the shares respective liquidation preference plus declared and unpaid dividends. Voting rights Each holder of redeemable convertible preferred stock shall be entitled to the number of votes equal to the number of shares of common stock into which such redeemable convertible preferred stock could then be converted and, with respect to such vote, holders of redeemable convertible preferred stock are entitled to vote together with the holders of common stock as a single class on all matters. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Note 12. Stock-based compensation As of December 31, 2021, the Company has three equity incentive plans, the 2015 Stock Plan (the “2015 Plan”), the 2021 Incentive Award Plan (the “2021 Plan”) and the Sense 2017 Equity Incentive Plan (the “Sense Plan” and together the “Plans”). The Plans provide for the grant of stock options, stock appreciation rights, restricted stock awards restricted stock units, performance stock unit awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2021 Plan provides for the grant of performance bonus awards. All awards within the Plans may be granted to employees, including officers, as well as directors and consultants, within the limits defined in the Plans. Options under the Plans will be exercisable at such times and as specified in the Award Agreement (as defined in the Plans) provided that the term of an option or stock appreciation will not exceed ten years. Options granted under the Plans may be Incentive Stock Options (ISOs) or Non-statutory Administrator (as defined in the Plans) at the time of grant of an option and subject to the applicable provisions of Section 422 of the Internal Revenue Code and the regulations promulgated thereunder. The exercise price of an option will be no less than 100% of the fair market value of the shares of common stock on the date of grant. The exercise price of an ISO granted to a 10% shareholder will be no less than 110% of the fair market value of the shares on the date of grant and the term of the ISO will not exceed five years. Options granted generally vest over four years and vest at a rate of 25% upon the first anniversary of the issuance date and 1/36th per month thereafter. The Company accounts for forfeitures as they occur. Restricted stock and restricted stock units granted to employees generally vest as to 25% of the shares on the first anniversary service date of the grant, and quarterly thereafter so as to be 100% vested on the fourth anniversary of the vesting commencement date. All participants holding shares of restricted stock will be entitled to all the rights of a stockholder with respect to such shares and have voting power and other rights with respect to such shares, provided, however, that such shares are held in escrow and subject to forfeiture until the shares vested. The exercise price of stock options granted before the Merger were determined based on the fair value of stock at the date of grant obtained by the Company on a contemporaneous basis from an independent valuation firm. The valuation firm used a PWERM to estimate the aggregate enterprise value of the Company at each valuation date. The PWERM involves applying appropriate risk adjusted discount rates to future values for the enterprise assuming various possible scenarios. The projections used in connection with these valuations were based on the Company’s expected operating performance over the forecast period. Share value is based on the probability-weighted present value of expected future returns to the equity investor considering each of the likely future scenarios available to the enterprise, and the rights and preferences of each share class. Certain employees have the right to early exercise unvested stock options, subject to rights held by the Company to repurchase unvested shares in the event of voluntary or involuntary termination. The Company accounts for cash received in consideration for the early exercise of unvested stock options as a non-current 2021 Incentive Award Plan On March 11, 2021, the Board of Directors approved the 2021 Plan. 18,558,576 shares of the Company’s common stock were initially reserved for issuance under the 2021 Plan. The 2021 Plan includes an evergreen provision that provides for an annual increase in the number of shares of common stock available for issuance thereunder beginning on January 1, 2022 and ending on January 1, 2031, equal to 5% of the shares of Company common stock outstanding on the last day of the immediately preceding fiscal year and such smaller number of shares as determined by the Board of Directors or a committee thereof. In March 2021, the Company granted an option to purchase 1,614,492 shares of Company common stock, 807,246 restricted stock units and 807,246 performance stock units to a senior advisor serving on the Company’s board of directors as chair. The option would vest over five In March 2021, the Company also granted 152,628 restricted stock units to several members of the board of directors subject to standard terms of these awards. 2015 Stock Plan In 2015, the Company established its 2015 Stock Plan. As of March 11, 2021, the effective time of the Merger, the Company no longer grants equity awards pursuant to the 2015 Plan, but it continues to govern the terms of outstanding stock options that were granted prior to that date. Stock Options Assumed from Acquisition On October 22, 2021 (“Effective Time”), the Company closed the acquisition of Sense pursuant to the Agreement and Plan of Merger and Plan of Reorganization (“Sense Agreement”). Pursuant to the Sense Agreement, upon the completion of the transaction, the Company assumed the Sense 2017 Equity Incentive Plan (the “Sense Plan”). In addition, pursuant to the Sense Agreement, at the Effective Time, each outstanding option to purchase Sense common stock and each award of time-based RSUs in respect of shares of Sense common stock held by Sense employees, in each case, that was outstanding as of immediately prior to the Effective Time was automatically adjusted by the Exchange Ratio (as defined in the Sense Agreement) and converted into an equity award of the same type covering shares of the Company’s common stock, on the same terms and conditions, (including, if applicable, any continuing vesting requirements) under the applicable Sense plan and award agreement in effect immediately prior to the Effective Time (the “Assumed Awards”). In connection with the closing of the acquisition, 823,114 stock options and 4,490,980 RSUs were assumed. Promissory Notes On October 12, 2020, the Company issued $1.1 million partial recourse promissory notes to certain executives and employees. The promissory notes carried 0.38% annual cash interest and were due on earliest of 9th anniversary of the date of issuance of the notes, or termination of employment of the executive/employee, or filing by the Company of a registration statement under the Securities Act of 1933, or promissory notes being prohibited under Section 13(k) of the Securities Exchange Act of 1934 or closing of change a in control of the Company. At issuance, the promissory notes were used to settle certain executives’ and employees’ obligations for 2,883,672 vested and 4,603,833 unvested ISOs that were exercised and no cash was exchanged. In March 2021, in connection with the close of the Merger, the Company forgave half of the respective obligations under the promissory notes for certain executives and required such noteholders to repay the remaining balance of $0.5 million under each of their respective notes. Additional compensation expense of $0.5 million was recognized in general and administrative expenses in the year ended December 31, 2021. Early Exercises For those shares issued in connection with early cash exercises, there were 1,501,976 and 6,212,254 unvested shares outstanding as of December 31, 2021 and 2020, respectively, and approximately $0.3 million and $0.6 million of related liabilities at respective dates. The number of options early exercised for the years ended December 31, 2021 and 2020 were nil and 9,507,478, respectively. The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 637 $ 657 $ 58 Research and development 7,240 6,059 621 Sales and marketing 3,823 640 140 General and administrative 13,663 4,701 474 Total stock-based compensation $ 25,363 $ 12,057 $ 1,293 Stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Weighted- Ave rage Price per Weighted- Aggregate Outstanding—January 1, 2019 977,513 $ 5.24 9.5 $ 2,943 Options granted 913,090 8.25 7.5 206 Options exercised (8,545 ) 5.96 0.5 21 Options cancelled (282,413 ) 7.31 330 Outstanding—December 31, 2019 1,599,645 $ 6.58 8.8 $ 3,020 Options granted 37,663,242 0.45 9.4 363,941 Options exercised (12,221,364 ) 0.20 9.5 121,106 Options cancelled (1,309,020 ) 1.58 — Outstanding—December 31, 2020 25,732,503 $ 0.56 9.5 $ 245,746 Options assumed through acquisition 823,114 5.05 8.3 125 Options granted 645,796 10.26 9.3 — Options exercised (2,155,348 ) 0.22 10,742 Options cancelled (916,969 ) 0.30 4,492 Outstanding—December 31, 2021 24,129,096 $ 1.01 8.6 $ 100,992 Vested and expected to vest-December 31, 2021 24,129,096 $ 1.01 8.6 $ 100,992 Exercisable—December 31, 2021 9,332,369 $ 0.74 8.5 $ 41,587 The following table summarizes information about stock options outstanding and exercisable at December 31, 2021. Options Outstanding Options Exercisable Options Weighted Weighted Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 5,548,717 8.4 $ 0.18 3,492,915 8.4 $ 0.18 9,602,898 8.7 $ 0.21 3,138,238 8.7 $ 0.21 7,524,114 8.8 $ 1.42 2,194,532 8.8 $ 1.42 40,581 6.1 $ 1.49 39,927 6.1 $ 1.49 766,989 7.8 $ 5.24 466,757 7.8 $ 5.24 645,797 9.4 $ 10.26 — 9.4 $ — 24,129,096 9,332,369 The weighted average grant date fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was $5.90, $1.10 and $4.39, respectively. The weighted average grant date fair value of options assumed during the year ended December 31, 2021 was $3.11. As of December 31, 2021, there was approximately $26.4 million of unamortized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted average period of 1.60 years. Cash received from option exercises and purchases of shares was $0.5 million, $0.4 million and $0.1 million for years ended December 31, 2021, 2020 and 2019, respectively. The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.0 5.0—6.1 6 Risk-free interest rate 1.0 0.3—1.5% 1.5%—2.4% Expected volatility 63.2% 57.4%—63.3% 55.3%—58.0% Expected dividend rate 0% 0% 0% The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options assumed during the year ended December 31, 2021 were as follows: Year Ended December 31, 2021 Expected term (in years) 3.1—5.6 Risk-free interest rate 0.8%—1.3% Expected volatility 44.1%—48.6% Expected dividend rate 0% Restricted Stock Awards (“RSA”) A summary of RSAs activity under the Plan is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – January 1, 2020 34,865 $ 0.58 Granted during the year 1,617,264 0.46 Canceled during the year (105,921 ) 0.35 Vested during the year (1,505,454 ) 0.52 Unvested – December 31, 2020 40,754 $ 0.67 Granted during the year — — Canceled during the year — — Vested during the year (23,288 ) 0.67 Unvested – December 31, 2021 17,466 $ 0.67 The total fair value of RSAs vested during the years ended December 31, 2021, 2020 and 2019 was less than $0.1 million, $1.1 million and $0.1 million, respectively. Restricted Stock Units (“RSU”) A summary of RSUs activity under the Plan is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – January 1, 2021 — $ — Assumed through acquisition 4,490,980 6.55 Granted during the year 5,224,504 9.39 Canceled during the year (552,072 ) 8.89 Vested during the year (509,786 ) 10.30 Unvested – December 31, 2021 8,653,626 $ 7.90 As of December 31, 2021, total compensation expense related to unvested RSUs granted to employees, but not yet recognized, was $61.0 million, with a weighted-average remaining vesting period of 3.5 years. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee benefit plan | Note 13. Employee benefit plan In 2018, the Company adopted a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 14. Net Loss Per Common Share The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (93,981 ) $ (106,780 ) $ (51,661 ) Denominator: Weighted average shares used to compute basic and diluted net loss per share 133,917,571 17,858,976 7,390,456 Net loss per common share—basic and diluted $ (0.70 ) $ (5.98 ) $ (6.99 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 88,434,754 4,384,348 Options to purchase common stock 22,675,729 25,732,503 1,599,645 Unvested RSA 17,466 146,675 34,865 Restricted stock units 10,106,993 — — Unvested early exercised common stock options 2,043,288 6,212,254 120,984 Vested and early exercised options subject to nonrecourse notes — 2,151,100 — Preferred stock warrants 15,999,900 4,443,862 37,285 Total 50,843,376 127,121,148 6,177,127 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 15. Income taxes Income (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (96,956 ) $ (106,508 ) $ (51,600 ) Foreign 181 103 (60 ) Total $ (96,775 ) $ (106,405 ) $ (51,660 ) The components of income tax expense are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 1 1 1 Foreign 36 23 — Total current (benefit) expense 37 24 1 Deferred: Federal (2,185 ) — — State (646 ) 351 — Valuation allowance — — — Total deferred (benefit) expense (2,831 ) 351 — Total income tax (benefit) expense $ (2,794 ) $ 375 $ 1 Income tax benefit in current years relates to the release of valuation allowance as a result of the recording of a deferred tax liability from an acquisition during the year. A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate $ (20,323 ) $ (22,344 ) $ (10,849 ) State income taxes, net of federal benefit (644 ) 1,330 (3,810 ) Stock compensation 1,271 2,786 185 Foreign rate differential (2 ) — 13 Tax credits (539 ) (539 ) (787 ) Fair value changes - warrants (619 ) 11,192 — Convertible debt cancellation of indebtedness income — 15,079 — Valuation allowance 20,058 (6,812 ) 14,559 Non-deductible (2,031 ) (485 ) — Other 35 168 690 Total tax (benefit) provision $ (2,794 ) $ 375 $ 1 Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 42,721 $ 15,285 Credits 3,955 1,580 Stock based compensation 2,826 383 Accruals and reserves 1,248 1,335 Fixed assets 991 — Operating lease liability 4,360 4,059 Gross deferred tax assets 56,101 22,642 Valuation allowance (47,420 ) (19,362 ) Net deferred tax assets 8,681 3,280 Deferred tax liabilities: Intangible property (5,287 ) — Fixed assets — (230 ) Operating lease, right of use assets (3,394 ) (3,050 ) Gross deferred tax liabilities (8,681 ) (3,280 ) Net deferred tax assets $ — $ — The Company has established a full valuation allowance of $47.4 million and $19.4 million for the years ended December 31, 2021 and 2020, respectively, against its net deferred tax assets. The Company determines its valuation allowance on deferred tax assets by considering both positive and negative evidence in order to ascertain whether it is more likely than not that deferred tax assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that all of the deferred tax assets can be realized as of December 31, 2021. Accordingly, the Company has recorded a full valuation allowance on its deferred tax assets. The valuation allowance on the Company’s net deferred taxes increased by $28.0 million and decreased by $6.8 million during the years ended December 31, 2021 and 2020, respectively. The increase in valuation allowance is primarily attributed to the generation of net operating losses and credit in 2021. As of December 31, 2020, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $49.5 million and $70.0 million, respectively. As of December 31, 2020, the federal net operating loss carryforward begins expiring in 2035 through 2040, and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2020, the amount of federal net operating loss that does not expire is $49.5 million. As of December 31, 2021, the Company had federal net operating loss carryforwards and state net operating loss carryforwards of approximately $224.4 million and $146.8 million, respectively. As of December 31, 2021, federal net operating loss carryforwards generated after December 31, 2017 will be carried forward indefinitely and the state net operating loss carryforward begins expiring in 2035 through 2040. As of December 31, 2021, the amount of federal net operating loss that does not expire is $215.9 million. As of December 31, 2021, the Company had federal and state research and development credit carryforwards of approximately $4.0 million and $2.30 million, respectively. As of December 31, 2020, the Company had federal and state research and development credit carryforwards of approximately $2.1 million and less than $0.1 million, respectively. As of December 31, 2021 and 2020 the federal credits will expire starting in 2035 and 2038, respectively, if not utilized and state credits carryforward indefinitely. The Tax Reform Act of 1986 and similar state legislation impose substantial restrictions on the utilization of the net operating losses and tax credit carryforwards in the event there is a change in ownership as provided by Section 382 and Section 383 of the Internal Revenue Code and similar state provisions. Such ownership change could result in the limitation and /or expiration of the net operating loss and tax credit carryforwards before utilization, which could result in increased future tax liabilities. While the Company has experienced ownership shifts, there has been no limitation or loss of tax attributes as of December 31, 2021. ASC 740, Income Taxes The CARES Act includes provisions relating to refundable payroll tax credits, deferment of employer’s social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. This new legislation did not impact the current year provision. The Company will continue to monitor the possible impacts in the future periods. On June 29, 2020, Governor Gavin Newsom signed California Assembly Bill 85 (AB 85) into law. The legislation suspends the California net operating loss deductions for 2021, 2022, and 2023 for certain taxpayers and imposes a limitation of certain California Tax Credits for 2021, 2022, and 2023. The legislation disallows the use of California net operating loss deductions if the taxpayer recognizes business income and its adjusted gross income is greater than $1.0 million. The carryover periods for net operating loss deductions disallowed by this provision will be extended. Additionally, any business credit will only offset a maximum of $5.0 million of California tax. As a result of the legislation, the available California net operating losses were unable to be utilized to offset taxable income in 2021. The Company utilized California R&D credits to reduce its taxable income to minimum tax. The Company will continue to monitor the possible California net operating loss and credit limitations in future periods. The balance of gross unrecognized tax benefits as of December 31, 2021 and 2020 was $18.5 million and $1.0 million, respectively. Out of the total unrecognized tax benefits, $0.1 million at December 31, 2021, if recognized, would reduce our effective tax rate in the period of recognition. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2021 and 2020, the Company has not accrued interest and penalties related to uncertain tax positions. The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 2019 Balance at the beginning of the year $ 971 $ 651 $ 180 Decreases: For current year’s tax positions — — — For prior years’ tax positions — — — Increases: For current year’s tax positions 551 320 471 For prior years’ tax positions 17,011 — — Balance at the end of the year $ 18,533 $ 971 $ 651 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions See Note 7 See Note 12 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events The Company has evaluated subsequent events through February 28, 2022, the date these consolidated financial statements were available to be issued and has determined that no subsequent events require disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries (all of which are wholly owned) and have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”). All intercompany balances and transactions have been eliminated in consolidation. |
Merger | The Merger was accounted for as a reverse recapitalization. Under this method of accounting, CLA is treated as the “acquired” company for financial reporting purposes. This determination is primarily based on OTI stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the board of directors of the Company after the Merger, OTI’s operations prior to the Merger comprising the only ongoing operations of the Company following the Merger, and OTI’s senior management prior to the Merger comprising a majority of the senior management of the Company following the Merger. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of OTI with the Merger being treated as the equivalent of OTI issuing stock for the net assets of CLA, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Transactions and balances prior to the Merger are those of OTI. The shares and net loss per share available to holders of OTI’s common stock prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger Agreement. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, revenue recognition, sales return reserve, inventory write downs, the realizability of deferred tax assets, the measurement of stock-based compensation, and the valuation of the Company’s various financial instruments. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. Due to the novel coronavirus (“COVID-19”) Company’s assets or liabilities as of the date these financial statements were available to be issued. These estimates, judgments and assumptions may change in the future, as new events occur, or additional information is obtained. |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method. The Company recognizes the assets acquired and liabilities assumed in business combinations on the basis of their fair values at the date of acquisition. The Company assesses the fair value of assets acquired, including intangible assets, and liabilities assumed using a variety of methods. Each asset acquired and liability assumed is measured at fair value from the perspective of a market participant. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding the estimates a market participant would make in order to evaluate an asset, including a market participant’s use of the asset, future cash inflows and outflows, probabilities of success, asset lives, and the appropriate discount rates. Any excess purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Transaction costs and restructuring costs associated with a business combination are expensed as incurred. During the measurement period, which extends no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations within other income (expense), net. |
Foreign Currencies | Foreign Currencies The functional currency of the Company is the U.S. dollar. The functional currency of the Company’s wholly-owned foreign subsidiaries is generally the same as the entity’s local currency. Accordingly, the asset and liability accounts of our foreign operations are translated into U.S. dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into U.S. dollars using historical rates. The revenues and expenses are translated using the average exchange rates in effect during the period, and gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency translation adjustments are recorded in other comprehensive loss in the consolidated statements of operations and comprehensive loss. Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. |
Segment Information | Segment Information The Company operates as one reportable and operating segment, which relates to the sale of lidar sensor kits. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Revenue Recognition | Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers 1) Identify the contract with a customer The Company considers the terms and conditions of revenue contracts and its customary business practices in identifying contracts with its customers. It is determined that a contract with a customer exists when the contract is approved, each party’s rights regarding the product or services to be transferred and the payment terms for the product or services can be identified, it is determined that the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgement in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. Accounts receivable are due under normal trade terms, typically three months or less. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the product or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the product or services is separately identifiable from other promises in the contract. The Company’s performance obligations consist of (i) sale of lidar sensor kits and (ii) product development and validation services. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost of shipping activities that occur after control has transferred to the customer as a fulfillment cost rather than a separate performance obligation. All related shipping costs are accrued and recognized within cost of revenue when the related revenue is recognized. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring product or services to the customer. Variable consideration is included in the transaction price if the Company judges that it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company does not have a material amount of variable consideration in its agreements with customers. None of the Company’s contracts contain a significant financing component. All taxes assessed by a governmental authority on a specific revenue-producing transaction collected by the Company from a customer are excluded from the transaction price. The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit. 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. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). In 2021, 2020 and 2019 the Company did not have a material volume of contracts that required the allocation of transaction price to multiple performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to a customer. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. The Company generates all of its revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Revenue is recognized at a point in time when control of the goods is transferred to the customer, generally occurring upon shipment. Product sales to certain customers may require customer acceptance due to performance acceptance criteria that is considered more than a formality. For these product sales, revenue is recognized upon the expiration of the customer acceptance period. The obligation to provide services is generally satisfied over time, with the customer simultaneously receiving and consuming the benefits as the Company satisfies its performance obligations. For these service projects, the Company bills and recognizes revenue as the services are performed. For these arrangements, control is transferred to the customer as the Company’s inputs incurred to complete the project; therefore, revenue is recognized over the service period with the measure of progress using the input method based on labor costs incurred to total labor cost (cost-to-cost) Costs to obtain a contract The Company expenses the incremental costs of obtaining a contract when incurred because the amortization period for these costs would be less than one year. These costs primarily relate to sales commissions and are expensed as incurred in sales and marketing expense in the Company’s consolidated statements of operations and comprehensive loss. The incremental cost of obtaining a contract for the years ended December 31, 2021 and 2020 was $2.2 million and $0.3 million, respectively. No commission plan was in place and no expense was recognized for 2019. Right of return The Company’s general terms and conditions for its contracts do not contain a right of return that allows the customer to return products and receive a credit, however it has in practice permitted returns of its sensor kits in limited circumstances. Allowances for sales returns, which reduce revenue, are estimated using historical experience and were immaterial as of December 31, 2021 and 2020. Actual returns in subsequent periods have been consistent with estimated amounts. Remaining performance obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods and does not include contracts where the customer is not committed. The customer is not considered committed where they are able to terminate for convenience without payment of a substantive penalty under the contract. Additionally, as a practical expedient, the Company has not disclosed the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The deferred revenue balance represents the remaining performance obligations for contracts with an original duration of greater than one year. For the years ended December 31, 2021, 2020 and 2019, the Company recognized less than $0.1 million, $0.5 million and less than $0.1 million of revenue that was deferred as of December 31, 2020, 2019 and 2018 respectively. Deferred revenue was $0.2 million as of December 31, 2021, relating primarily to the development and validation services. All of the deferred revenue balance at December 31, 2021 is expected to be recognized in the year ending December 31, 2022. |
Cost of Revenue | Cost of Revenue Cost of revenue consists of the manufacturing cost of digital lidar sensors, which primarily consists of sensor components, personnel-related costs directly associated with the manufacturing, and amounts paid to our third-party contract manufacturer and vendors. Cost of revenue also includes depreciation of manufacturing equipment, an allocated portion of overhead, facility and IT costs, stock-based compensation for manufacturing personnel, reserves for estimated warranty expenses, excess and obsolete inventory and shipping costs. |
Research and development | Research and development Expenditures incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Research and development costs include, but are not limited to payroll and personnel expenses, laboratory supplies, prototype materials consumed during product development and the inventory materials consumed during pilot manufacturing runs, and consulting costs. |
Sales and marketing | Sales and marketing Selling and marketing expenses consist of personnel-related expenses, including salaries, benefits, and stock-based compensation, for all personnel directly involved in business development, customer support, and marketing activities, and marketing expenses including trade shows, advertising, and demonstration equipment. Sales and marketing costs are charged to expense as incurred. |
Net loss per common share | Net loss per common share The Company follows the two-class two-class two-class Basic net loss per common share attributable to common stockholders is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per common share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company’s foreign currency translation adjustment is the only component of other comprehensive loss that is excluded from the reported net loss for all periods presented. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash deposited with banks and a money market account. Restricted Cash Restricted cash consists of certificates of deposit held by banks as security for outstanding letters of credit. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The allowance is determined using a combination of factors including historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. The Company writes off accounts receivable against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Inventory | Inventory work-in-process, first-in, first-out |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Upon disposition, the cost and related accumulated depreciation and amortization are removed from the accounts and resulting gain or loss is reflected in the consolidated statement of income. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see Note 5). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identified intangible assets acquired in a business combination. Goodwill is not amortized but is evaluated at least annually for impairment or when a change in facts and circumstances indicate that the fair value of the goodwill may be below the carrying value. Goodwill is tested for impairment at the reporting unit level annually in the fourth quarter, or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company has determined that it operates in a single operating segment and has a single reporting unit. Prior to performing the impairment test, the Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than the carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the Company would perform a quantitative impairment test. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of developed technology, vendor relationship and customer relationships. Acquired intangible assets are initially recorded at the acquisition-date fair value. Intangible assets are amortized on a straight-line basis over their estimated useful lives, generally 3 to 8 years. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the fair value measurement accounting standard whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in the accounting standard as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I - Quoted prices for identical instruments in active markets. • Level II - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III - Instruments whose significant value drivers are unobservable. Non-Recurring The Company has certain assets, including goodwill and other intangible assets, which are measured at fair value on a non-recurring |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at their respective fair values on the dates of issuance, net of issuance costs. The redeemable convertible preferred stock is recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition or sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would become redeemable at the option of the holders of such shares. The Company did not adjust the carrying values of the redeemable convertible preferred stock to the liquidation preferences of such shares because it was not probable that a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. |
Warrant Liabilities | Warrant Liabilities Warrant liabilities consist of redeemable convertible preferred stock warrants and Private Placement warrants. The Company’s redeemable convertible preferred stock warrants were accounted for as a liability as the underlying redeemable convertible preferred stock were contingently redeemable and would obligate the Company to transfer assets to the holders at a future date upon occurrence of a deemed liquidation event. The Private Placement warrants are not redeemable for cash so long as they are held by the initial purchasers or their permitted transferees but may be redeemable for common stock if certain other conditions are met. If the Private Placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement warrants are redeemable by the Company and exercisable by such holders subject to certain conditions, such as the reported closing price of our common stock equaling or exceeding $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day fixed-for-fixed As the redeemable convertible preferred stock warrants and Private Placement warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date. The Company’s redeemable convertible preferred stock warrants were exercised in 2021 and no redeemable convertible preferred stock warrants were outstanding as of December 31, 2021. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, and restricted cash, and accounts receivable. Cash, cash equivalents and restricted cash are deposited with federally insured commercial banks in the U.S. and UK, Hong Kong, China and European Union. At times, cash balances in the U.S. may be in excess of federal insurance limits. As of December 31, 2021 and 2020, the Company had cash, cash equivalents and restricted cash on deposit with financial institutions in US of $184.2 million and $12.5 million. As of December 31, 2021 and 2020, the Company also had cash on deposit with financial institutions in countries other than the US of approximately $0.5 million and $0.1 million, respectively, that was not federally insured. The Company generally does not require collateral or other security deposits for accounts receivable. To reduce credit risk, the Company considers customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms when determining the collectability of specific customer accounts. Past due balances over 90 days and other higher risk amounts are reviewed individually for collectability. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. |
Deferred transaction costs | Deferred transaction costs in-process |
Stock-based compensation | Stock-based compensation The Company measures and recognizes stock-based compensation expense for stock-based awards granted to employees, directors, and consultants over the requisite service periods based on the estimated grant date fair value, which for options is using the Black-Scholes-Merton option pricing model using the following variables: • Common Stock Valuation • Expected Term • Expected Volatility • Expected Dividends • Risk-Free Interest Rate The fair values of the restricted stock awards and restricted stock units were determined based on the fair value of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense over the requisite service period. Forfeitures are accounted for as they occur. The Company’s policy for issuing stock upon stock option exercise is to issue new common stock. |
Employee loan notes for purchase of common stock | Employee loan notes for purchase of common stock non-recourse) non-recourse |
Income taxes | Income taxes Deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss (NOL) and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to its history of operating losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December 31, 2021 and December 31, 2020. The Company accounts for uncertainty in income taxes using a two-step |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements not yet adopted | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASC 842, Leases, a new standard requiring lessees to recognize operating and finance lease liabilities on the balance sheet, as well as corresponding right-of-use build-to-suit build-to-suit The new standard also provides certain accounting elections for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify. This means that, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. The Company also elected to not separate lease and nonlease components for its building leases. The nonlease components are generally variable in nature and are expected to represent most of the Company’s variable lease costs. Variable costs are expensed as incurred. The Company determines whether an arrangement is a lease, or contains a lease, at inception. For the purpose of the adoption of ASC 842, the Company also performed an evaluation of its other contracts with customers and suppliers in accordance with ASC 842 and determined that, except for the leases described in Note 9, “Leases”, none of the Company’s contracts contain a lease. In June 2016, the FASB issued ASU 2016-13, available-for-sale The credit-related losses are required to be recognized through earnings and non-credit In August 2018, the FASB issued ASU 2018-15, Other-Internal-Use 350-40): internal-use In December 2019, the FASB issued ASU No. 2019-12, 2019-12 Recently Issued Accounting Pronouncements not yet adopted The Company considers the applicability and impact of all ASUs. ASUs not referenced below were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06). 2020-06 815-40, if-converted In October 2021, the FASB issued ASU 2021-08, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table presents total revenues by geographic area based on the location products were shipped to and services provided (in thousands): Year ended December 31, 2021 2020 2019 United States $ 14,790 $ 8,328 $ 7,035 Americas, excluding United States 866 436 361 Europe, Middle East and Africa 10,588 5,870 2,368 Asia and Pacific 7,334 4,270 1,649 Total $ 33,578 $ 18,904 $ 11,413 |
Schedule of Accounts Receivable, Allowance for Doubtful Accounts | Changes in the Company’s allowance for expected credit losses were as follows (in thousands): Year Ended December 31, Year Ended December 31, Year Ended December 31, Beginning balance $ 128 $ 117 $ — Provisions 379 67 169 Uncollectible accounts written off, net of recoveries — (56 ) (52 ) Ending balance $ 507 $ 128 $ 117 |
Schedules of Concentration of Risk | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable was as follows: December 31, December 31, Customer A 11 % * Customer B * 23 % Customer C * 13 % * Customer accounted for less than 10% of total accounts receivable in the period. |
Business Combination and Rela_2
Business Combination and Related Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Combination | The following table summarizes the preliminary fair value of identifiable assets acquired and liabilities assumed (in thousands): Cash $ 689 Restricted cash 69 Accounts receivable, net 768 Prepaid expenses and other current assets 463 Property and equipment, net 626 Intangible assets: Developed technology—estimated useful life of 8 years 15,900 Vendor relationship—estimated useful life of 3 years 6,600 Customer relationships—estimated useful life of 3 years 900 Goodwill 51,076 Accounts payable (266 ) Accrued and other current liabilities (1,540 ) Deferred tax liability (2,477 ) Total purchase consideration $ 72,808 |
Schedule of Business Acquisition, Pro Forma Information | The following table includes unaudited pro forma results (in thousands, except per share data): December 31, 2021 2020 Revenue 33,578 21,930 Net (loss) (107,352 ) (139,850 ) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides information by level for the Company’s assets and liabilities that were measured at fair value on a recurring basis (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 177,513 $ — $ — $ 177,513 Total financial assets $ 177,513 $ — $ — $ 177,513 Liabilities Warrant liabilities $ — $ — $ 7,626 $ 7,626 Total financial liabilities $ — $ — $ 7,626 $ 7,626 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 10,493 $ — $ — $ 10,493 Total financial assets $ 10,493 $ — $ — $ 10,493 Liabilities Warrant liabilities $ — $ — $ 49,293 $ 49,293 Total financial liabilities $ — $ — $ 49,293 $ 49,293 |
Schedule of Changes in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands): Redeemable Convertible Preferred Stock Warrant Liability Redeemable Private Placement Derivative Fair value as of January 1, 2019 $ (115 ) $ — $ — $ — Recognition of preferred stock warrant liability upon subsequent issuance of warrants (53 ) — — — Change in the fair value included in other income (expense), net 6 — — — Fair value as of December 31, 2019 $ (162 ) $ — $ — $ — Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants (691 ) (1,610 ) — — Change in the fair value included in other income (expense), net (48,440 ) — — (5,308 ) Extinguishment of derivative liability upon conversion of convertible notes — — — 5,308 Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net — 1,610 — — Fair value as of December 31, 2020 (49,293 ) — — — Private placement warrant liability acquired as part of the Merger — — (19,377 ) — Change in the fair value included in other income (expense), net (8,804 ) — 11,751 — Issuance of preferred stock upon exercise of warrants 58,097 — — — Fair value as of December 31, 2021 $ — $ — $ (7,626 ) $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | The Company’s cash and cash equivalents consist of the following (in thousands): December 31, 2021 2020 Cash $ 5,131 $ 869 Cash equivalents: Money market funds (1) 177,513 10,493 Total cash and cash equivalents $ 182,644 $ 11,362 (1) The Company maintains a cash sweep account which is included in money market funds as of December 31, 2021. Cash is invested in the short-term money market funds, which is a cash sweep for not invested cash that earns interest. |
Schedule of Inventory | Inventory, consisting of material, direct and indirect labor, and manufacturing overhead, consists of the following (in thousands): December 31, 2021 2020 Raw materials $ 2,401 $ 1,376 Work in process 1,951 1,249 Finished goods 3,096 2,192 Total inventory $ 7,448 $ 4,817 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 1,970 $ 694 Prepaid insurance 1,355 206 Receivable from contract manufacturer 1,344 1,521 Grant receivable 779 — Security deposit 118 20 Total prepaid and other current assets $ 5,566 $ 2,441 |
Schedule of Property, Plant and Equipment | Property and equipment consists of the following (in thousands): Estimated Useful Life December 31, 2021 2020 Machinery and equipment 3 $ 8,404 $ 5,084 Computer equipment 3 498 456 Automotive and vehicle hardware 5 93 93 Software 3 104 104 Furniture and fixtures 7 730 721 Construction in progress 1,700 — Leasehold improvements Shorter of useful life or lease term 9,265 9,265 20,794 15,723 Less: Accumulated depreciation (10,740 ) (5,992 ) Property and equipment, net $ 10,054 $ 9,731 |
Schedule of Goodwill | The following table presents goodwill activity (in thousands): December 31, 2020 $ — Goodwill acquired 51,076 December 31, 2021 $ 51,076 |
Schedule of Acquired Intangible Assets | Acquired intangible assets, net consisted of the following (in thousands): Estimated Useful December 31, 2021 Gross Accumulated Net Book Developed technology 8 $ 15,900 $ (331 ) $ 15,569 Vendor relationship 3 6,600 (367 ) 6,233 Customer relationships 3 900 (50 ) 850 Intangible assets, net $ 23,400 $ (748 ) $ 22,652 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued compensation $ 3,229 $ 1,618 Uninvoiced receipts 9,835 1,947 Other 1,109 556 Total accrued and other current liabilities $ 14,173 $ 4,121 |
Series A and B Redeemable Con_2
Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Fair Value Measurement Inputs | The redeemable convertible preferred stock warrants were valued using the following assumptions under the Black-Scholes option-pricing model: Initial Issuance Subsequent December 31, February 11, March 11, Stock price $ 5.80 $ 5.80 $ 7.11 $ 10.27 $ 8.44 Term (years) 10.00 9.31 2.00 2.00 2.00 Expected volatility 57.81 % 57.35 % 76.00 % 76.00 % 76.00 % Risk-free interest rate 3.06 % 1.75 % 0.13 % 0.13 % 0.13 % Dividend yield 0 % 0 % 0 % 0 % 0 % The Private Placement warrants were valued using the following assumptions under the Black-Scholes option-pricing model: March 11, December 31, Stock price $ 12.00 $ 5.20 Exercise price of warrant $ 11.50 $ 11.50 Term (years) 5.00 4.19 Expected volatility 27.00 % 57.00 % Risk-free interest rate 0.78 % 1.14 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Weighted Average Remaining Lease Term and Discount Rate | The following table presents the weighted average remaining lease term and discount rate for leases: December 31, December 31, Weighted-average remaining lease term 5.53 5.58 Weighted-average discount rate 4.55 % 5.25 % |
Schedule of Maturities of Operating Lease Liabilities | The maturities of the operating lease liabilities as of December 31, 2021 were as follows (in thousands): Year ending December 31, 2022 $ 3,940 2023 3,784 2024 3,884 2025 3,902 2026 and thereafter 6,751 Total undiscounted lease payments 22,261 Less: imputed interest (2,986 ) Total operating lease liabilities $ 19,275 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock as of December 31, 2020, consisted of the following (in thousands, except share and per share data): Series December 31, 2020 Issue Price Shares Shares Issued and Outstanding Liquidation Carrying Series B $ 0.33 131,411,372 88,434,754 $ 41,791 $ 39,225 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation | The Company recognized stock-based compensation for all stock options in the statements of operations and comprehensive loss as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 637 $ 657 $ 58 Research and development 7,240 6,059 621 Sales and marketing 3,823 640 140 General and administrative 13,663 4,701 474 Total stock-based compensation $ 25,363 $ 12,057 $ 1,293 |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2021, 2020 and 2019 is as follows: Number of Weighted- Ave rage Price per Weighted- Aggregate Outstanding—January 1, 2019 977,513 $ 5.24 9.5 $ 2,943 Options granted 913,090 8.25 7.5 206 Options exercised (8,545 ) 5.96 0.5 21 Options cancelled (282,413 ) 7.31 330 Outstanding—December 31, 2019 1,599,645 $ 6.58 8.8 $ 3,020 Options granted 37,663,242 0.45 9.4 363,941 Options exercised (12,221,364 ) 0.20 9.5 121,106 Options cancelled (1,309,020 ) 1.58 — Outstanding—December 31, 2020 25,732,503 $ 0.56 9.5 $ 245,746 Options assumed through acquisition 823,114 5.05 8.3 125 Options granted 645,796 10.26 9.3 — Options exercised (2,155,348 ) 0.22 10,742 Options cancelled (916,969 ) 0.30 4,492 Outstanding—December 31, 2021 24,129,096 $ 1.01 8.6 $ 100,992 Vested and expected to vest-December 31, 2021 24,129,096 $ 1.01 8.6 $ 100,992 Exercisable—December 31, 2021 9,332,369 $ 0.74 8.5 $ 41,587 |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 2021. Options Outstanding Options Exercisable Options Weighted Weighted Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price 5,548,717 8.4 $ 0.18 3,492,915 8.4 $ 0.18 9,602,898 8.7 $ 0.21 3,138,238 8.7 $ 0.21 7,524,114 8.8 $ 1.42 2,194,532 8.8 $ 1.42 40,581 6.1 $ 1.49 39,927 6.1 $ 1.49 766,989 7.8 $ 5.24 466,757 7.8 $ 5.24 645,797 9.4 $ 10.26 — 9.4 $ — 24,129,096 9,332,369 |
Schedule of Stock Options Valuation Assumptions | The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Expected term (in years) 6.0 5.0—6.1 6 Risk-free interest rate 1.0 0.3—1.5% 1.5%—2.4% Expected volatility 63.2% 57.4%—63.3% 55.3%—58.0% Expected dividend rate 0% 0% 0% The weighted-average assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options assumed during the year ended December 31, 2021 were as follows: Year Ended December 31, 2021 Expected term (in years) 3.1—5.6 Risk-free interest rate 0.8%—1.3% Expected volatility 44.1%—48.6% Expected dividend rate 0% |
Schedule of Nonvested Restricted Stock Awards Activity | A summary of RSAs activity under the Plan is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – January 1, 2020 34,865 $ 0.58 Granted during the year 1,617,264 0.46 Canceled during the year (105,921 ) 0.35 Vested during the year (1,505,454 ) 0.52 Unvested – December 31, 2020 40,754 $ 0.67 Granted during the year — — Canceled during the year — — Vested during the year (23,288 ) 0.67 Unvested – December 31, 2021 17,466 $ 0.67 A summary of RSUs activity under the Plan is as follows: Number of Weighted Average Grant Date Fair Value (per share) Unvested – January 1, 2021 — $ — Assumed through acquisition 4,490,980 6.55 Granted during the year 5,224,504 9.39 Canceled during the year (552,072 ) 8.89 Vested during the year (509,786 ) 10.30 Unvested – December 31, 2021 8,653,626 $ 7.90 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Per Common Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per common share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net loss $ (93,981 ) $ (106,780 ) $ (51,661 ) Denominator: Weighted average shares used to compute basic and diluted net loss per share 133,917,571 17,858,976 7,390,456 Net loss per common share—basic and diluted $ (0.70 ) $ (5.98 ) $ (6.99 ) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Redeemable convertible preferred stock — 88,434,754 4,384,348 Options to purchase common stock 22,675,729 25,732,503 1,599,645 Unvested RSA 17,466 146,675 34,865 Restricted stock units 10,106,993 — — Unvested early exercised common stock options 2,043,288 6,212,254 120,984 Vested and early exercised options subject to nonrecourse notes — 2,151,100 — Preferred stock warrants 15,999,900 4,443,862 37,285 Total 50,843,376 127,121,148 6,177,127 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Tax, Domestic and Foreign | Income (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (96,956 ) $ (106,508 ) $ (51,600 ) Foreign 181 103 (60 ) Total $ (96,775 ) $ (106,405 ) $ (51,660 ) |
Schedule of Components of Income Tax Provision (Benefit) | The components of income tax expense are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 1 1 1 Foreign 36 23 — Total current (benefit) expense 37 24 1 Deferred: Federal (2,185 ) — — State (646 ) 351 — Valuation allowance — — — Total deferred (benefit) expense (2,831 ) 351 — Total income tax (benefit) expense $ (2,794 ) $ 375 $ 1 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the statutory rate U.S. federal rate and the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal statutory rate $ (20,323 ) $ (22,344 ) $ (10,849 ) State income taxes, net of federal benefit (644 ) 1,330 (3,810 ) Stock compensation 1,271 2,786 185 Foreign rate differential (2 ) — 13 Tax credits (539 ) (539 ) (787 ) Fair value changes - warrants (619 ) 11,192 — Convertible debt cancellation of indebtedness income — 15,079 — Valuation allowance 20,058 (6,812 ) 14,559 Non-deductible (2,031 ) (485 ) — Other 35 168 690 Total tax (benefit) provision $ (2,794 ) $ 375 $ 1 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 42,721 $ 15,285 Credits 3,955 1,580 Stock based compensation 2,826 383 Accruals and reserves 1,248 1,335 Fixed assets 991 — Operating lease liability 4,360 4,059 Gross deferred tax assets 56,101 22,642 Valuation allowance (47,420 ) (19,362 ) Net deferred tax assets 8,681 3,280 Deferred tax liabilities: Intangible property (5,287 ) — Fixed assets — (230 ) Operating lease, right of use assets (3,394 ) (3,050 ) Gross deferred tax liabilities (8,681 ) (3,280 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | The following table sets forth the change in the uncertain tax positions for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 2019 Balance at the beginning of the year $ 971 $ 651 $ 180 Decreases: For current year’s tax positions — — — For prior years’ tax positions — — — Increases: For current year’s tax positions 551 320 471 For prior years’ tax positions 17,011 — — Balance at the end of the year $ 18,533 $ 971 $ 651 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | Mar. 11, 2021USD ($)$ / sharesshares | Dec. 21, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 10, 2021$ / shares | Dec. 31, 2020USD ($)$ / sharesshares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | $ | $ 303,356,000 | $ 209,375,000 | |||
Class of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 172,200,417 | 33,327,294 | |||
Common stock, shares outstanding (in shares) | 161,449,205 | 172,200,417 | 33,327,294 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Warrants outstanding (in shares) | 15,999,996 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Issue Price per share (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from merger and private offering | $ | $ 299,900,000 | ||||
Pre-merger cost | $ | 8,500,000 | ||||
Offering cost | $ | $ 26,600,000 | ||||
Private Placement | |||||
Class of Stock [Line Items] | |||||
Issue Price per share (in dollars per share) | $ / shares | $ 10 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 10,000,000 | ||||
Sale of stock, aggregate commitment amount | $ | $ 100,000,000 | ||||
CLA | CLA Warrants | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 10,000,000 | ||||
CLA | Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 6,000,000 | ||||
CLA | Conversion of Class B Common Stock to Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, conversion ratio | 1 | ||||
CLA | Conversion of Class A Common Stock to Common Stock | |||||
Class of Stock [Line Items] | |||||
Ordinary shares, conversion ratio | 1 | ||||
CLA | Conversion of Warrant to Ouster Common Stock | |||||
Class of Stock [Line Items] | |||||
Warrant, conversion ratio | 1 | ||||
CLA | Conversion of Canceled CLA Units to Ouster Common Stock | |||||
Class of Stock [Line Items] | |||||
Unit, conversion ratio | 1 | ||||
CLA | Conversion of Canceled CLA Units to Public Warrant | |||||
Class of Stock [Line Items] | |||||
Unit, conversion ratio | 0.5 | ||||
OTI | |||||
Class of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
OTI | Series B Preferred Stock Converted to Common Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, conversion ratio | 1 | ||||
Common Class B | CLA | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 5,000,000 | ||||
Common stock, shares outstanding (in shares) | 5,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Common Class A | CLA | |||||
Class of Stock [Line Items] | |||||
Common stock, shares issued (in shares) | 25,000,000 | ||||
Common stock, shares outstanding (in shares) | 25,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Series B Redeemable Convertible Preferred Stock | OTI | |||||
Class of Stock [Line Items] | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.00001 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Stock converted (in shares) | 150,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Number of operating segments | segment | 1 | ||
Revenue | $ 33,578 | $ 18,904 | $ 11,413 |
Cost to obtain a contract | 2,200 | 300 | 0 |
Deferred revenue recognized | 100 | 500 | 100 |
Deferred revenue | 200 | ||
Inventory write down | 808 | 797 | $ 4,764 |
Cash, cash equivalents, and restricted cash, insured amount | 184,200 | 12,500 | |
Cash, cash equivalents, and restricted cash, uninsured amount | $ 500 | 100 | |
Threshold period past due | 90 days | ||
Deferred transaction cost | $ 3,400 | ||
Expected dividend rate | 0.00% | ||
Promissory note, recourse percentage | 0.50 | ||
Promissory note, non-recourse percentage | 0.50 | ||
Private Placement Warrants | |||
Disaggregation of Revenue [Line Items] | |||
Class of warrant or right, redemption terms, threshold common stock price (in dollars per share) | $ / shares | $ 18 | ||
Number of consecutive trading days | 20 days | ||
Number of trading-day period | 30 days | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Estimated Useful Life (in years) | 8 years | ||
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Cost of Goods and Service, Product and Service Benchmark | Supplier Concentration Risk | Unnamed Supplier | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 20.00% | 15.00% | 12.00% |
Accounts Payable | Supplier Concentration Risk | Unnamed Supplier | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 55.00% | 23.00% | |
Customer D | Revenue from Contract with Customer Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 11.00% | 22.00% | |
Transferred over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 33,578 | $ 18,904 | $ 11,413 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 14,790 | 8,328 | 7,035 |
Americas, excluding United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 866 | 436 | 361 |
Europe, Middle East and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 10,588 | 5,870 | 2,368 |
Asia and Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 7,334 | $ 4,270 | $ 1,649 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 128 | $ 117 | $ 0 |
Provisions | 379 | 67 | 169 |
Uncollectible accounts written off, net of recoveries | 0 | (56) | (52) |
Ending balance | $ 507 | $ 128 | $ 117 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Accounts Receivable - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (less than 10% for cells with asterisk) | 11.00% | 10.00% |
Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (less than 10% for cells with asterisk) | 10.00% | 23.00% |
Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage (less than 10% for cells with asterisk) | 10.00% | 13.00% |
Business Combination and Rela_3
Business Combination and Related Transactions - Narrative (Details) - Sense Photonics Inc. - USD ($) $ in Thousands | Oct. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Business combination, consideration transferred | $ 72,800 | |||
Business acquisition, equity interest Issued (in shares) | 9,163,982 | |||
Business combination, consideration transferred, equity interests issued | $ 60,000 | |||
Business combination, consideration transferred, share-based compensation related to pre-acquisition service | 1,100 | |||
Payments to acquire businesses | $ 11,700 | |||
Business combination, consideration transferred, holdback shares (in shares) | 1,573,427 | |||
Business combination, consideration transferred, holdback shares | $ 10,300 | |||
Business combination, consideration transferred, holdback shares, release term | 18 months | |||
Transaction costs | $ 1,500 | |||
Business combination, revenue of acquiree since acquisition date, actual | $ 0 | |||
Pro forma net income (loss) adjustment | $ (107,352) | $ (139,850) | ||
Fair Value Adjustment to Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Pro forma net income (loss) adjustment | 4,500 | 3,700 | ||
Acquisition-related Costs | ||||
Business Acquisition [Line Items] | ||||
Pro forma net income (loss) adjustment | 1,500 | |||
Share-based Compensation Expense | ||||
Business Acquisition [Line Items] | ||||
Pro forma net income (loss) adjustment | $ 10,800 | $ 8,700 |
Business Combination and Rela_4
Business Combination and Related Transactions - Schedule of Business Combination (Details) - USD ($) $ in Thousands | Oct. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible assets: | |||
Goodwill | $ 51,076 | $ 0 | |
Developed technology | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 8 years | ||
Vendor relationship | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Sense Photonics Inc. | |||
Business Acquisition [Line Items] | |||
Cash | $ 689 | ||
Restricted cash | 69 | ||
Accounts receivable, net | 768 | ||
Prepaid expenses and other current assets | 463 | ||
Property and equipment, net | 626 | ||
Intangible assets: | |||
Goodwill | 51,076 | ||
Accounts payable | (266) | ||
Accrued and other current liabilities | (1,540) | ||
Deferred tax liability | (2,477) | ||
Total purchase consideration | $ 72,808 | ||
Sense Photonics Inc. | Developed technology | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 8 years | ||
Intangible assets: | |||
Intangible assets | $ 15,900 | ||
Sense Photonics Inc. | Vendor relationship | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Intangible assets: | |||
Intangible assets | $ 6,600 | ||
Sense Photonics Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life (in years) | 3 years | ||
Intangible assets: | |||
Intangible assets | $ 900 |
Business Combination and Rela_5
Business Combination and Related Transactions - Schedule of Business Acquisition, Pro Forma Information (Details) - Sense Photonics Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 33,578 | $ 21,930 |
Net (loss) | $ (107,352) | $ (139,850) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Total financial assets | $ 177,513 | $ 10,493 |
Liabilities | ||
Total financial liabilities | 7,626 | 49,293 |
Warrant liabilities | ||
Liabilities | ||
Total financial liabilities | 7,626 | 49,293 |
Level 1 | ||
Assets | ||
Total financial assets | 177,513 | 10,493 |
Liabilities | ||
Total financial liabilities | 0 | 0 |
Level 1 | Warrant liabilities | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 0 | 0 |
Level 2 | Warrant liabilities | ||
Liabilities | ||
Total financial liabilities | 0 | 0 |
Level 3 | ||
Assets | ||
Total financial assets | 0 | 0 |
Liabilities | ||
Total financial liabilities | 7,626 | 49,293 |
Level 3 | Warrant liabilities | ||
Liabilities | ||
Total financial liabilities | 7,626 | 49,293 |
Money market funds | ||
Assets | ||
Money market funds | 177,513 | 10,493 |
Money market funds | Level 1 | ||
Assets | ||
Money market funds | 177,513 | 10,493 |
Money market funds | Level 2 | ||
Assets | ||
Money market funds | 0 | 0 |
Money market funds | Level 3 | ||
Assets | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Changes in the Fair Value of Level 3 Financial Instruments (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable Convertible Preferred Stock Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning balance | $ (49,293) | $ (162) | $ (115) |
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants | (691) | (53) | |
Change in the fair value included in other income (expense), net | (8,804) | (48,440) | 6 |
Private placement warrant liability acquired as part of the Merger | 0 | ||
Issuance of preferred stock upon exercise of warrants | 58,097 | ||
Fair Value, ending balance | 0 | (49,293) | (162) |
Redeemable Convertible Preferred Stock Tranche Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning balance | 0 | 0 | 0 |
Initial recognition of preferred stock warrant liability upon subsequent issuance of warrants | (1,610) | ||
Settlement of redeemable convertible preferred stock tranche liability due to the issuance of Series B redeemable convertible preferred stock, included in other income (expense), net | 1,610 | ||
Fair Value, ending balance | 0 | 0 | 0 |
Private Placement Warrant Liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning balance | 0 | 0 | 0 |
Change in the fair value included in other income (expense), net | 11,751 | ||
Private placement warrant liability acquired as part of the Merger | (19,377) | ||
Issuance of preferred stock upon exercise of warrants | 0 | ||
Fair Value, ending balance | (7,626) | 0 | 0 |
Derivative liability | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning balance | 0 | 0 | 0 |
Change in the fair value included in other income (expense), net | (5,308) | ||
Extinguishment of derivative liability upon conversion of convertible notes | 5,308 | ||
Fair Value, ending balance | $ 0 | $ 0 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Line Items] | |||
Cash | $ 5,131 | $ 869 | |
Total cash and cash equivalents | 182,644 | 11,362 | $ 16,848 |
Money market funds | |||
Cash and Cash Equivalents [Line Items] | |||
Cash equivalents | $ 177,513 | $ 10,493 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory write-down charged to cost of revenue | $ 808 | $ 797 | $ 4,764 |
Depreciation | 4,700 | 3,700 | 2,000 |
Amortization of intangible assets | 700 | 0 | $ 0 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | 10,054 | 9,731 | |
THAILAND | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 1,800 | $ 1,300 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 2,401 | $ 1,376 |
Work in process | 1,951 | 1,249 |
Finished goods | 3,096 | 2,192 |
Total inventory | $ 7,448 | $ 4,817 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 1,970 | $ 694 |
Prepaid insurance | 1,355 | 206 |
Receivable from contract manufacturer | 1,344 | 1,521 |
Grant receivable | 779 | 0 |
Security deposit | 118 | 20 |
Total prepaid and other current assets | $ 5,566 | $ 2,441 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 20,794 | $ 15,723 |
Less: Accumulated depreciation | (10,740) | (5,992) |
Property and equipment, net | $ 10,054 | 9,731 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 8,404 | 5,084 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 498 | 456 |
Automotive and vehicle hardware | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Property, plant and equipment, gross | $ 93 | 93 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Property, plant and equipment, gross | $ 104 | 104 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
Property, plant and equipment, gross | $ 730 | 721 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,700 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,265 | $ 9,265 |
Balance Sheet Components - Sc_5
Balance Sheet Components - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 0 |
Goodwill acquired | 51,076 |
Goodwill, ending balance | $ 51,076 |
Balance Sheet Components - Sc_6
Balance Sheet Components - Schedule of Acquired Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Value | $ 23,400 |
Accumulated Amortization | (748) |
Net Book Value | $ 22,652 |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 8 years |
Gross Carrying Value | $ 15,900 |
Accumulated Amortization | (331) |
Net Book Value | $ 15,569 |
Vendor relationship | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Gross Carrying Value | $ 6,600 |
Accumulated Amortization | (367) |
Net Book Value | $ 6,233 |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 3 years |
Gross Carrying Value | $ 900 |
Accumulated Amortization | (50) |
Net Book Value | $ 850 |
Balance Sheet Components - Sc_7
Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 3,229 | $ 1,618 |
Uninvoiced receipts | 9,835 | 1,947 |
Other | 1,109 | 556 |
Total accrued and other current liabilities | $ 14,173 | $ 4,121 |
Convertible Notes Payable - Nar
Convertible Notes Payable - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 03, 2020 | Oct. 31, 2017 | Apr. 30, 2016 | Nov. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 12, 2020 |
Debt Instrument [Line Items] | |||||||||
Interest rate | 0.38% | ||||||||
Interest expense | $ 504 | $ 2,517 | $ 3,582 | ||||||
Stock issued from conversion of note (in shares) | 1,253,556 | ||||||||
Investor | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock issued from conversion of note (in shares) | 44,256 | ||||||||
2018 Convertible Notes | Notes Payable, Other Payables | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes | $ 40,200 | ||||||||
Repurchase of common stock | $ 40,000 | ||||||||
Debt issuance cost | $ 300 | ||||||||
Debt instrument, term (on or after) | 2 years | ||||||||
Repayment of debt on lender's request, percentage of outstanding principal held by lender (at least) | 60.00% | ||||||||
Debt instrument, paid-in-kind interest rate | 5.00% | ||||||||
Repayment of debt on lender's request, notice term | 10 days | ||||||||
Debt instrument, convertible, gross proceeds from sale of stock in the event of qualified financing (at least) | $ 5,000 | ||||||||
Debt instrument, convertible, gross proceeds from sale of stock in the event of non-qualified financing (less than) | 5,000 | ||||||||
Debt instrument, convertible, calculation of conversion price, numerator | 400,000 | ||||||||
Interest expense | 600 | ||||||||
Amortization of debt issuance costs | 100 | ||||||||
Interest payable | $ 2,800 | ||||||||
Stock issued from conversion of note (in shares) | 3,005,762 | ||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 14.33 | ||||||||
Gain from debt conversion | $ 42,500 | ||||||||
2018 Convertible Notes | Notes Payable, Other Payables | Investor | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes | $ 40,300 | ||||||||
2019 Convertible Notes | Notes Payable, Other Payables | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes | 29,300 | $ 29,300 | |||||||
Repurchase of common stock | 29,200 | ||||||||
Debt issuance cost | $ 100 | ||||||||
Repayment of debt on lender's request, percentage of outstanding principal held by lender (at least) | 60.00% | ||||||||
Repayment of debt on lender's request, notice term | 10 days | ||||||||
Interest rate | 5.00% | ||||||||
Debt instrument, convertible, gross proceeds from sale of stock in the event of non-qualified financing (less than) | $ 20,000 | ||||||||
Debt instrument, convertible, calculation of conversion price, numerator | $ 300,000 | ||||||||
Interest expense | 400 | ||||||||
Amortization of debt issuance costs | $ 100 | ||||||||
Debt instrument, convertible, conversion price, percent of stock price | 85.00% | ||||||||
Interest payable | $ 700 | ||||||||
Stock issued from conversion of note (in shares) | 4,196,178 | ||||||||
Debt instrument, convertible, conversion price (in dollars per share) | $ 7.17 | ||||||||
Gain from debt conversion | $ 29,300 | ||||||||
Derivative liability | 5,300 | ||||||||
Extinguishment of derivative liability, amount | $ 5,300 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 26, 2021USD ($) | Aug. 05, 2019USD ($)$ / sharesshares | Nov. 27, 2018USD ($)$ / sharesshares | Jan. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 12, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||
Change in fair value of warrant liabilities | $ (2,947) | $ 48,440 | $ 6 | |||||
Promissory notes | $ 1,100 | |||||||
Series A Redeemable Convertible Preferred Stock Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants issued, number of preferred stock callable (in shares) | shares | 53,023 | 35,348 | ||||||
Warrants issued, exercise price (in dollars per share) | $ / shares | $ 11.3518 | $ 11.3518 | ||||||
Change in fair value of warrant liabilities | $ 100 | |||||||
Series A Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | ||||||||
Debt Instrument [Line Items] | ||||||||
Change in fair value of warrant liabilities | $ 600 | $ 13,800 | ||||||
Runway Loan and Security Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | $ 10,000 | |||||||
Effective interest rate | 16.40% | 16.40% | ||||||
Value of stock called by warrant, percentage of debt face amount | 0.040 | |||||||
Debt instrument, face amount | $ 10,000 | |||||||
Fair value of warrant accounted for as debt discount | $ 100 | |||||||
Repayments of debt | $ 7,000 | |||||||
Payment of interest and fee upon extinguishment of debt | $ 400 | |||||||
Convertible notes, principal | $ 0 | $ 7,000 | ||||||
Promissory Note | Notes Payable, Other Payables | Investor | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 8.50% | |||||||
Promissory notes | $ 5,000 | |||||||
London Interbank Offered Rate (LIBOR) | Runway Loan and Security Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 8.50% | |||||||
Prime Rate | LIBOR Rate Not Available or Applicable | Runway Loan and Security Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 6.00% | |||||||
Applicable Interest Rate at the Time of Default | In the Event of Debt Default | Runway Loan and Security Agreement | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 5.00% |
Series A and B Redeemable Con_3
Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Narrative (Details) - USD ($) | Aug. 05, 2019 | Aug. 31, 2020 | Jul. 31, 2020 | Jul. 30, 2020 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2020 | Nov. 27, 2018 |
Class of Warrant or Right [Line Items] | ||||||||||
Warrant, expiration period | 10 years | |||||||||
Warrant, fair value | $ 7,626,000 | $ 49,293,000 | ||||||||
Warrants, loss (gain) from fair value adjustment | (2,947,000) | 48,440,000 | $ 6,000 | |||||||
Payment of offering costs | 265,000 | |||||||||
Series B Redeemable Convertible Preferred Stock | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 25,286,587 | 37,970,846 | 62,505,102 | |||||||
Preferred stock issued (in dollars per share) | $ 0.3323 | $ 0.3323 | ||||||||
Proceeds from issuance of redeemable convertible preferred stock | $ 12,500,000 | |||||||||
Payment of offering costs | $ 100,000 | |||||||||
Series A Redeemable Convertible Preferred Stock Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants issued, number of preferred stock callable (in shares) | 53,023 | 35,348 | ||||||||
Warrants issued, exercise price (in dollars per share) | $ 11.3518 | $ 11.3518 | ||||||||
Warrant, fair value | $ 100,000 | $ 100,000 | ||||||||
Warrants, loss (gain) from fair value adjustment | $ 100,000 | |||||||||
Series A Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants, loss (gain) from fair value adjustment | 600,000 | $ 13,800,000 | ||||||||
Series B Redeemable Convertible Preferred Stock Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants issued, number of preferred stock callable (in shares) | 4,513,993 | |||||||||
Warrants issued, exercise price (in dollars per share) | $ 0.3323 | |||||||||
Warrant, expiration period | 10 years | |||||||||
Warrant, fair value | $ 700,000 | |||||||||
Series B Redeemable Convertible Preferred Stock Warrants | Other Income (Expense), Net | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants, loss (gain) from fair value adjustment | 8,300,000 | |||||||||
Redeemable Convertible Preferred Stock Tranche Right | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants issued, exercise price (in dollars per share) | $ 0.3323 | |||||||||
Gain on expiration of tranche right | $ 1,600,000 | |||||||||
Private Placement Warrants | Sponsor | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants issued, number of preferred stock callable (in shares) | 6,000,000 | |||||||||
Warrants issued, exercise price (in dollars per share) | $ 11.50 | |||||||||
Warrant, expiration period | 5 years | |||||||||
Warrant, fair value | $ 19,400,000 | |||||||||
Sale of warrants, price (in dollars per share) | $ 1 | |||||||||
Warrant, aggregated purchase price | $ 6,000,000 | |||||||||
Warrant, exercisable, threshold period | 12 months | |||||||||
Number of ordinary shares called by each warrant (in shares) | 1 | |||||||||
Private Placement Warrants | Other Income (Expense), Net | Sponsor | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants, loss (gain) from fair value adjustment | $ 11,800,000 |
Series A and B Redeemable Con_4
Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Schedule of Fair Value Measurement Inputs of Redeemable Convertible Preferred Stock Warrants (Details) - Valuation Technique, Option Pricing Model - Redeemable Convertible Preferred Stock Warrants | Mar. 11, 2021yr | Feb. 11, 2021yr | Dec. 31, 2020yr | Apr. 03, 2020yr | Nov. 27, 2018yr |
Stock price | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 8.44 | 10.27 | 7.11 | 5.80 | 5.80 |
Term (years) | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 2 | 2 | 2 | 9.31 | 10 |
Expected volatility | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0.7600 | 0.7600 | 0.7600 | 0.5735 | 0.5781 |
Risk-free interest rate | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0.0013 | 0.0013 | 0.0013 | 0.0175 | 0.0306 |
Dividend yield | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants, fair value measurement inputs | 0 | 0 | 0 | 0 | 0 |
Series A and B Redeemable Con_5
Series A and B Redeemable Convertible Preferred Stock Warrants and Tranche Liabilities - Schedule of Fair Value Measurement Inputs of Private Placement Warrants (Details) - Valuation Technique, Option Pricing Model - Private Placement Warrants | Dec. 31, 2021yr | Mar. 11, 2021yr |
Stock price | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 5.20 | 12 |
Exercise price of warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 11.50 | 11.50 |
Term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 4.19 | 5 |
Expected volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 0.5700 | 0.2700 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants, fair value measurement inputs | 0.0114 | 0.0078 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021USD ($)agreement | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2021USD ($) | May 31, 2020USD ($) | Sep. 30, 2017USD ($)ft² | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability to be paid | $ 22,261 | |||||
Operating lease, right-of-use assets | 15,156 | $ 11,071 | ||||
Total operating lease liabilities | 19,275 | |||||
Operating Lease, cost | 3,600 | 2,900 | $ 1,900 | |||
Operating lease, fixed lease expense | 3,000 | 2,600 | 1,700 | |||
Variable lease, cost | 600 | 300 | 200 | |||
Operating lease, payments | 4,200 | 3,500 | $ 3,300 | |||
350 Treat Building Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate property | ft² | 26,125 | |||||
Operating lease, remaining lease term | 3 years 1 month 6 days | |||||
Operating lease liability to be paid | $ 7,400 | |||||
Tenant improvement allowance | $ 2,400 | |||||
Operating lease, renewal term | 4 years 7 months 6 days | |||||
Operating lease, base lease payment for extended lease term | $ 7,600 | |||||
Operating lease liability, adjustment | 5,500 | |||||
Operating lease, right-of-use asset, adjustment | $ 5,500 | |||||
Operating lease, right-of-use assets | 6,600 | 2,100 | ||||
Total operating lease liabilities | $ 8,300 | 3,100 | ||||
Discount rate | 3.74% | |||||
2741 16th Street Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, remaining lease term | 3 years 1 month 6 days | |||||
Operating lease liability to be paid | $ 8,200 | |||||
Tenant improvement allowance | $ 4,600 | |||||
Operating lease, renewal term | 4 years | |||||
Operating lease, base lease payment for extended lease term | $ 8,500 | |||||
Operating lease liability, adjustment | 6,200 | |||||
Operating lease, right-of-use asset, adjustment | 6,200 | |||||
Operating lease, right-of-use assets | $ 7,700 | 8,700 | ||||
Total operating lease liabilities | $ 10,100 | $ 11,500 | ||||
Discount rate | 5.25% | |||||
Operating lease, increase in base lease payment | $ 700 | |||||
2741 16th Street Lease | Office Building | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate property | ft² | 20,032 | |||||
2741 16th Street Lease | Parking | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate property | ft² | 25,000 | |||||
Other Operating Real Estate Leases | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liability to be paid | $ 1,000 | |||||
Operating lease, number of lease agreements | agreement | 3 | |||||
Other Operating Real Estate Leases | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, remaining lease term | 2 years | |||||
Other Operating Real Estate Leases | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, remaining lease term | 3 years |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 5 years 6 months 10 days | 5 years 6 months 29 days |
Weighted-average discount rate | 4.55% | 5.25% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 3,940 |
2023 | 3,784 |
2024 | 3,884 |
2025 | 3,902 |
2026 and thereafter | 6,751 |
Total undiscounted lease payments | 22,261 |
Less: imputed interest | (2,986) |
Total operating lease liabilities | $ 19,275 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Outstanding letters of credit | $ 2 | $ 1.3 |
Third Party Contract Manufacturer | ||
Loss Contingencies [Line Items] | ||
Non-cancelable purchase commitments | 17.5 | |
Other Vendors | ||
Loss Contingencies [Line Items] | ||
Non-cancelable purchase commitments | $ 12.3 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred and Common Stock - Narrative (Details) | Mar. 10, 2021$ / shares | Aug. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2020USD ($)$ / shares | Jul. 30, 2020shares | May 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Oct. 31, 2017USD ($)$ / sharesshares | Jul. 31, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | Apr. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Mar. 11, 2021vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 21, 2020$ / shares |
Class of Stock [Line Items] | |||||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||||||||||||||
Common stock, shares authorized (in shares) | shares | 1,000,000,000 | 210,956,516 | |||||||||||||
Preferred stock, shares authorized (in shares) | shares | 100,000,000 | ||||||||||||||
Common stock, shares outstanding (in shares) | shares | 172,200,417 | 161,449,205 | 33,327,294 | ||||||||||||
Warrants outstanding (in shares) | shares | 15,999,996 | ||||||||||||||
Common stock, voting rights, number of votes per share | vote | 1 | ||||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ 10 | ||||||||||||||
Issuance cost | $ | $ 265,000 | ||||||||||||||
Stock issued from conversion of note (in shares) | shares | 1,253,556 | ||||||||||||||
Convertible notes payable | $ | $ 4,600,000 | ||||||||||||||
Investor | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock issued from conversion of note (in shares) | shares | 44,256 | ||||||||||||||
Convertible notes payable | $ | $ 45,000 | ||||||||||||||
Series Seed Redeemable Convertible Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | 445,942 | 563,725 | 1,887,253 | ||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ 1.02 | $ 1.02 | $ 1.02 | ||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $ | $ 500,000 | $ 600,000 | $ 1,800,000 | ||||||||||||
Issuance cost | $ | $ 100,000 | ||||||||||||||
Stock issued during period, conversion of convertible securities (in shares) | shares | 2,941,176 | ||||||||||||||
Redeemable convertible preferred stock dividends (in dollars per share) | $ 0.0612 | ||||||||||||||
Liquidation preference (in dollars per share) | 1.02 | ||||||||||||||
Convertible preferred stock, conversion price (in dollars per share) | 1.02 | ||||||||||||||
Series A Redeemable Convertible Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | 1,324,511 | 715,712 | |||||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ 11.3158 | $ 11.3158 | |||||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $ | $ 14,800,000 | $ 8,100,000 | |||||||||||||
Issuance cost | $ | $ 200,000 | ||||||||||||||
Stock issued during period, conversion of convertible securities (in shares) | shares | 3,293,779 | ||||||||||||||
Redeemable convertible preferred stock dividends (in dollars per share) | 0.6789 | ||||||||||||||
Liquidation preference (in dollars per share) | 11.3518 | ||||||||||||||
Convertible preferred stock, conversion price (in dollars per share) | 11.3518 | ||||||||||||||
Series B Redeemable Convertible Preferred Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | shares | 25,286,587 | 37,970,846 | 17,320,031 | 45,185,071 | |||||||||||
Redeemable convertible preferred stock, issue price (in dollars per share) | $ 0.3323 | $ 0.3323 | $ 0.3323 | $ 0.3323 | $ 0.33 | ||||||||||
Proceeds from issuance of redeemable convertible preferred stock, net off issuance cost | $ | $ 8,400,000 | $ 12,500,000 | $ 5,800,000 | $ 15,100,000 | |||||||||||
Issuance cost | $ | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||
Redeemable convertible preferred stock dividends (in dollars per share) | 0.019938 | ||||||||||||||
Liquidation preference (in dollars per share) | 0.3323 | ||||||||||||||
Convertible preferred stock, conversion price (in dollars per share) | $ 0.3323 | ||||||||||||||
Convertible preferred stock, terms of conversion, common stock price trigger | $ 1.41 | ||||||||||||||
Convertible preferred stock, conversion term, threshold gross cash proceeds | $ | $ 75,000,000 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred and Common Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Mar. 11, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Apr. 30, 2020 |
Class of Stock [Line Items] | |||||||
Issue Price per share (in dollars per share) | $ 10 | ||||||
Shares Authorized (in shares) | 100,000,000 | 131,411,372 | |||||
Shares Issued (in shares) | 0 | 88,434,754 | |||||
Shares Outstanding (in shares) | 0 | 88,434,754 | |||||
Liquidation Amount | $ 0 | $ 41,791 | |||||
Carrying Amount | $ 0 | $ 39,225 | |||||
Series B | |||||||
Class of Stock [Line Items] | |||||||
Issue Price per share (in dollars per share) | $ 0.33 | $ 0.3323 | $ 0.3323 | $ 0.3323 | $ 0.3323 | ||
Shares Authorized (in shares) | 131,411,372 | ||||||
Shares Issued (in shares) | 88,434,754 | ||||||
Shares Outstanding (in shares) | 88,434,754 | ||||||
Liquidation Amount | $ 41,791 | ||||||
Carrying Amount | $ 39,225 |
Stock-based compensation - Narr
Stock-based compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 12, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 22, 2021 | Mar. 11, 2021 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting schedule in percentage | 20.00% | ||||||
Number of shares underlying outstanding options, options granted (in shares) | 645,796 | 37,663,242 | 913,090 | ||||
Common stock price to option exercise price, threshold percentage | 130.00% | ||||||
Threshold number of consecutive trading days | 30 days | ||||||
Percentage of performance stock units | 25.00% | ||||||
Number of common stock received upon vesting of each performance stock unit (in shares) | 1 | ||||||
Promissory notes | $ 1.1 | ||||||
Interest rate | 0.38% | ||||||
Vested options, exercised in period (in shares) | 2,883,672 | ||||||
Unvested options, exercised in period (in shares) | 4,603,833 | ||||||
Options granted, weighted average grant date fair value (in dollars per share) | $ 5.90 | $ 1.10 | $ 4.39 | ||||
Options assumed, weighted average grant date fair value (in dollars per share) | $ 3.11 | ||||||
Unamortized stock-based compensation expense of option | $ 26.4 | ||||||
Unamortized stock-based compensation expense, period for recognition | 1 year 7 months 6 days | ||||||
Proceeds from exercise of stock options and purchase of shares | $ 0.5 | $ 0.4 | $ 0.1 | ||||
RSU, cost not yet recognized | 61 | ||||||
Certain Executives | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Proceeds from noteholders debt | $ 0.5 | ||||||
2021 Incentive Award Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Number of shares reserved for issuance (in shares) | 18,558,576 | ||||||
Increase in number of shares authorized, annual increase percentage | 5.00% | ||||||
2021 Incentive Award Plan | Certain Executives | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Compensation cost upon forgiveness of promissory notes | $ 0.5 | ||||||
2015 Stock Plan | Management and Employee | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Stock-based compensation, unvested shares outstanding (in shares) | 1,501,976 | 6,212,254 | |||||
Stock-based compensation, related liabilities | $ 0.3 | $ 0.6 | |||||
Stock-based compensation, number of options early exercised (in shares) | 0 | 9,507,478 | |||||
Option | Sense Photonics Inc. | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement, number of shares assumed in business combination | 823,114 | ||||||
Option | 2021 Incentive Award Plan | One Senior Advisor | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Number of shares underlying outstanding options, options granted (in shares) | 1,614,492 | ||||||
Option | 2015 Stock Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Minimum exercise price as percentage of fair value of shares on grant date | 100.00% | ||||||
Award vesting period | 4 years | ||||||
Option | 2015 Stock Plan | A Shareholder with 10% Ownership | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Option expiration period | 5 years | ||||||
Minimum exercise price as percentage of fair value of shares on grant date | 110.00% | ||||||
Shareholder ownership percentage | 10.00% | ||||||
Option | 2015 Stock Plan | Maximum | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Option expiration period | 10 years | ||||||
Restricted Stock Award | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Stock granted in period, other than options (in shares) | 0 | 1,617,264 | |||||
RSAs vested in period, fair value (less than) | $ 0.1 | $ 1.1 | $ 0.1 | ||||
Restricted Stock Award | 2015 Stock Plan | Employee | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting schedule in percentage | 25.00% | ||||||
Restricted stock units | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting period | 3 years 6 months | ||||||
Stock granted in period, other than options (in shares) | 5,224,504 | ||||||
Restricted stock units | Sense Photonics Inc. | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based compensation arrangement, number of shares assumed in business combination | 4,490,980 | ||||||
Restricted stock units | 2021 Incentive Award Plan | Employee | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting rights, vested percentage | 100.00% | ||||||
Restricted stock units | 2021 Incentive Award Plan | One Senior Advisor | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting period | 5 years | ||||||
Stock granted in period, other than options (in shares) | 807,246 | ||||||
Restricted stock units | 2021 Incentive Award Plan | Several Members of the Board of Directors | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Stock granted in period, other than options (in shares) | 152,628 | ||||||
Performance Stock Unit | 2021 Incentive Award Plan | One Senior Advisor | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Stock granted in period, other than options (in shares) | 807,246 | ||||||
Performance Stock Unit | 2021 Incentive Award Plan | Minimum | One Senior Advisor | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Performance stock, stock price increase percentage | 150.00% | ||||||
Performance Stock Unit | 2021 Incentive Award Plan | Maximum | One Senior Advisor | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Performance stock, stock price increase percentage | 300.00% |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 25,363 | $ 12,057 | $ 1,293 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 637 | 657 | 58 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 7,240 | 6,059 | 621 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | 3,823 | 640 | 140 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation | $ 13,663 | $ 4,701 | $ 474 |
Stock-based compensation - Sc_2
Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Underlying Outstanding Options | ||||
Number of shares underlying outstanding options, beginning balance (in shares) | 25,732,503 | 1,599,645 | 977,513 | |
Number of shares underlying outstanding options, options assumed through acquisition (in shares) | 823,114 | |||
Number of shares underlying outstanding options, options granted (in shares) | 645,796 | 37,663,242 | 913,090 | |
Number of shares underlying outstanding options, options exercised (in shares) | (2,155,348) | (12,221,364) | (8,545) | |
Number of shares underlying outstanding options, options cancelled (in shares) | (916,969) | (1,309,020) | (282,413) | |
Number of shares underlying outstanding options, ending balance (in shares) | 24,129,096 | 25,732,503 | 1,599,645 | 977,513 |
Number of shares underlying outstanding options, vested and expected to vest (in shares) | 24,129,096 | |||
Number of shares underlying outstanding options, exercisable (in shares) | 9,332,369 | |||
Weighted- Ave rage Exercise Price per Share | ||||
Weighted average exercise price, beginning balance (in dollars per share) | $ 0.56 | $ 6.58 | $ 5.24 | |
Weighted average exercise price, options assumed through acquisition (in dollars per share) | 5.05 | |||
Weighted average exercise price, options granted (in dollars per share) | 10.26 | 0.45 | 8.25 | |
Weighted average exercise price, options exercised (in dollars per share) | 0.22 | 0.20 | 5.96 | |
Weighted average exercise price, options cancelled (in dollars per share) | 0.30 | 1.58 | 7.31 | |
Weighted average exercise price, ending balance (in dollars per share) | 1.01 | $ 0.56 | $ 6.58 | $ 5.24 |
Weighted average exercise price, options vested and expected to vest (in dollars per share) | 1.01 | |||
Weighted average exercise price, options exercisable (in dollars per share) | $ 0.74 | |||
Weighted-Average Remaining Contractual Term (in years) | ||||
Stock options outstanding, weighted average remaining contractual term | 8 years 7 months 6 days | 9 years 6 months | 8 years 9 months 18 days | 9 years 6 months |
Stock options assumed through acquisition, weighted average remaining contractual term | 8 years 3 months 18 days | |||
Stock options granted, weighted average remaining contractual term | 9 years 3 months 18 days | 9 years 4 months 24 days | 7 years 6 months | |
Stock options exercised, weighted average remaining contractual term | 9 years 6 months | 6 months | ||
Stock options vested and expected to vest, weighted average remaining contractual term | 8 years 7 months 6 days | |||
Stock options exercisable, weighted average remaining contractual term | 8 years 6 months | |||
Aggregate Intrinsic Value | ||||
Stock options outstanding, aggregate intrinsic value, beginning balance | $ 245,746 | $ 3,020 | $ 2,943 | |
Stock options granted, aggregate intrinsic value | 0 | 363,941 | 206 | |
Stock options assumed through acquisition, aggregate intrinsic value | 125 | |||
Stock options exercised, aggregate intrinsic value | 10,742 | 121,106 | 21 | |
Stock options cancelled, aggregate intrinsic value | 4,492 | 0 | 330 | |
Stock options outstanding, aggregate intrinsic value, ending balance | 100,992 | $ 245,746 | $ 3,020 | $ 2,943 |
Stock options vested and expected to vest, aggregate intrinsic value | 100,992 | |||
Stock options exercisable, aggregate intrinsic value | $ 41,587 |
Stock-based compensation - Sc_3
Stock-based compensation - Schedule of Stock Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 24,129,096 |
Options exercisable (in shares) | 9,332,369 |
Option One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 5,548,717 |
Weighted Average Remaining Contractual Life (Years) | 8 years 4 months 24 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Options exercisable (in shares) | 3,492,915 |
Weighted Average Remaining Contractual Life (Years) | 8 years 4 months 24 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Option Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 9,602,898 |
Weighted Average Remaining Contractual Life (Years) | 8 years 8 months 12 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.21 |
Options exercisable (in shares) | 3,138,238 |
Weighted Average Remaining Contractual Life (Years) | 8 years 8 months 12 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.21 |
Option Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 7,524,114 |
Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 18 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 1.42 |
Options exercisable (in shares) | 2,194,532 |
Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 18 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 1.42 |
Option Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 40,581 |
Weighted Average Remaining Contractual Life (Years) | 6 years 1 month 6 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 1.49 |
Options exercisable (in shares) | 39,927 |
Weighted Average Remaining Contractual Life (Years) | 6 years 1 month 6 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 1.49 |
Option Five | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 766,989 |
Weighted Average Remaining Contractual Life (Years) | 7 years 9 months 18 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 5.24 |
Options exercisable (in shares) | 466,757 |
Weighted Average Remaining Contractual Life (Years) | 7 years 9 months 18 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 5.24 |
Option Six | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options outstanding (in shares) | 645,797 |
Weighted Average Remaining Contractual Life (Years) | 9 years 4 months 24 days |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 10.26 |
Options exercisable (in shares) | 0 |
Weighted Average Remaining Contractual Life (Years) | 9 years 4 months 24 days |
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Stock-based compensation - Sc_4
Stock-based compensation - Schedule of Stock Options Granted Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend rate | 0.00% | ||
Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years | |
Risk-free interest rate | 1.00% | ||
Risk-free interest rate, minimum | 0.30% | 1.50% | |
Risk-free interest rate, maximum | 1.50% | 2.40% | |
Expected volatility | 63.20% | ||
Expected volatility, minimum | 57.40% | 55.30% | |
Expected volatility, maximum | 63.30% | 58.00% | |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Option | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 5 years | ||
Option | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days |
Stock-based compensation - Sc_5
Stock-based compensation - Schedule of Stock Options Assumed Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend rate | 0.00% |
Option Assumed Through Acquisition | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 0.80% |
Risk-free interest rate, maximum | 1.30% |
Expected volatility, minimum | 44.10% |
Expected volatility, maximum | 48.60% |
Expected dividend rate | 0.00% |
Option Assumed Through Acquisition | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years 1 month 6 days |
Option Assumed Through Acquisition | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 7 months 6 days |
Stock-based compensation - Sc_6
Stock-based compensation - Schedule of Nonvested Restricted Stock Awards Activity (Details) - Restricted Stock Award - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding shares | ||
Restricted stock awards, beginning balance (in shares) | 40,754 | 34,865 |
Granted (in shares) | 0 | 1,617,264 |
Canceled (in shares) | 0 | (105,921) |
Vested (in shares) | (23,288) | (1,505,454) |
Restricted stock awards, ending balance (in shares) | 17,466 | 40,754 |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0.67 | $ 0.58 |
Granted (in dollars per share) | 0 | 0.46 |
Canceled (in dollars per share) | 0 | 0.35 |
Vested (in dollars per share) | 0.67 | 0.52 |
Ending balance (in dollars per share) | $ 0.67 | $ 0.67 |
Stock-based compensation - Sc_7
Stock-based compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Outstanding shares | |
Restricted stock awards, beginning balance (in shares) | shares | 0 |
Assumed through acquisition (in shares) | shares | 4,490,980 |
Granted (in shares) | shares | 5,224,504 |
Canceled (in shares) | shares | (552,072) |
Vested (in shares) | shares | (509,786) |
Restricted stock awards, ending balance (in shares) | shares | 8,653,626 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Assumed through acquisition (in dollars per share) | $ / shares | 6.55 |
Granted (in dollars per share) | $ / shares | 9.39 |
Canceled (in dollars per share) | $ / shares | 8.89 |
Vested (in dollars per share) | $ / shares | 10.30 |
Ending balance (in dollars per share) | $ / shares | $ 7.90 |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Defined contribution plan, employer contribution amount | $ 1 | $ 0.7 | $ 0.5 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent (up to) | 4.00% |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Net Loss Per Common Share, Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss available to common stockholders, basic | $ (93,981) | $ (106,780) | $ (51,661) |
Net loss available to common stockholders, diluted | $ (93,981) | $ (106,780) | $ (51,661) |
Denominator: | |||
Weighted-average shares used to compute basic net loss per share (in shares) | 133,917,571 | 17,858,976 | 7,390,456 |
Weighted-average shares used to compute diluted net loss per share (in shares) | 133,917,571 | 17,858,976 | 7,390,456 |
Net loss per common share, basic (in dollars per share) | $ (0.70) | $ (5.98) | $ (6.99) |
Net loss per common share, diluted (in dollars per share) | $ (0.70) | $ (5.98) | $ (6.99) |
Net Loss Per Common Share - S_2
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Common Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 50,843,376 | 127,121,148 | 6,177,127 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 88,434,754 | 4,384,348 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 22,675,729 | 25,732,503 | 1,599,645 |
Unvested RSA | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 17,466 | 146,675 | 34,865 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 10,106,993 | 0 | 0 |
Unvested early exercised common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 2,043,288 | 6,212,254 | 120,984 |
Vested and early exercised options subject to nonrecourse notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 0 | 2,151,100 | 0 |
Preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of net loss per share (in shares) | 15,999,900 | 4,443,862 | 37,285 |
Income taxes - Schedule of Inco
Income taxes - Schedule of Income (Loss) before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (96,956) | $ (106,508) | $ (51,600) |
Foreign | 181 | 103 | (60) |
Loss before income taxes | $ (96,775) | $ (106,405) | $ (51,660) |
Income taxes - Schedule of Comp
Income taxes - Schedule of Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 1 | 1 | 1 |
Foreign | 36 | 23 | 0 |
Total current (benefit) expense | 37 | 24 | 1 |
Deferred: | |||
Federal | (2,185) | 0 | 0 |
State | (646) | 351 | 0 |
Valuation allowance | 0 | 0 | 0 |
Total deferred (benefit) expense | (2,831) | 351 | 0 |
(Benefit from) provision for income taxes | $ (2,794) | $ 375 | $ 1 |
Income taxes - Schedule of Effe
Income taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | $ (20,323) | $ (22,344) | $ (10,849) |
State income taxes, net of federal benefit | (644) | 1,330 | (3,810) |
Stock compensation | 1,271 | 2,786 | 185 |
Foreign rate differential | (2) | 0 | 13 |
Tax credits | (539) | (539) | (787) |
Fair value changes - warrants | (619) | 11,192 | 0 |
Convertible debt cancellation of indebtedness income | 0 | 15,079 | 0 |
Valuation allowance | 20,058 | (6,812) | 14,559 |
Non-deductible expenses | (2,031) | (485) | 0 |
Other | 35 | 168 | 690 |
(Benefit from) provision for income taxes | $ (2,794) | $ 375 | $ 1 |
Income taxes - Schedule of Defe
Income taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 21, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 42,721 | $ 15,285 | |
Credits | 3,955 | 1,580 | |
Stock based compensation | 2,826 | 383 | |
Accruals and reserves | 1,248 | 1,335 | |
Fixed assets | 991 | 0 | |
Operating lease liability | 4,360 | 4,059 | |
Gross deferred tax assets | 56,101 | 22,642 | |
Valuation allowance | (47,420) | $ (47,400) | (19,362) |
Net deferred tax assets | 8,681 | 3,280 | |
Deferred tax liabilities: | |||
Intangible property | (5,287) | 0 | |
Fixed assets | 0 | (230) | |
Operating lease, right of use assets | (3,394) | (3,050) | |
Gross deferred tax liabilities | (8,681) | (3,280) | |
Net deferred tax assets | $ 0 | $ 0 |
Income taxes - Additional Infor
Income taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 21, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax assets, valuation allowance | $ 47,420 | $ 19,362 | $ 47,400 | ||
Valuation allowance, period increase (decrease) | 28,000 | 6,800 | |||
Unrecognized tax benefits | 18,533 | $ 971 | $ 651 | $ 180 | |
Unrecognized tax benefits that would impact effective tax rate | $ 100 | ||||
Income tax description | As of December 31, 2021, federal net operating loss carryforwards generated after December 31, 2017 will be carried forward indefinitely and the state net operating loss carryforward begins expiring in 2035 through 2040 | As of December 31, 2020, the federal net operating loss carryforward begins expiring in 2035 through 2040, and the state net operating loss carryforward begins expiring in 2035 through 2040 | |||
Maximum [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Business credit maximum offset | $ 5,000 | ||||
Recognizes business income | 1,000 | ||||
Domestic Tax Authority | Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 224,400 | $ 49,500 | |||
Domestic Tax Authority | Federal | Research Tax Credit Carryforward | |||||
Operating Loss Carryforwards [Line Items] | |||||
Research and development tax credit | 4,000 | 2,100 | |||
Domestic Tax Authority | Federal | Operating Loss Carryforwards Expiration Year, Unlimited | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 215,900 | 49,500 | |||
State and Local Jurisdiction | California Franchise Tax Board | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 146,800 | 70,000 | |||
State and Local Jurisdiction | California Franchise Tax Board | Research Tax Credit Carryforward | |||||
Operating Loss Carryforwards [Line Items] | |||||
Research and development tax credit | $ 2,300 | $ 100 |
Income taxes - Schedule of Unre
Income taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at the beginning of the year | $ 971 | $ 651 | $ 180 |
Decreases: | |||
For current year's tax positions | 0 | 0 | 0 |
For prior years' tax positions | 0 | 0 | 0 |
Increases: | |||
For current year's tax positions | 551 | 320 | 471 |
For prior years' tax positions | 17,011 | 0 | 0 |
Balance at the end of the year | $ 18,533 | $ 971 | $ 651 |