Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SES AI Corporation |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Central Index Key | 0001819142 |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets: | |||||
Cash | $ 30,093,000 | $ 2,439,000 | $ 25,399,000 | ||
Short-term investments | 150,000,000 | 12,291,000 | 0 | ||
Prepaid expenses and other current assets | 953,000 | 373,000 | 486,000 | ||
Receivable from related party | 1,138,000 | 0 | |||
Total current assets | 182,184,000 | 15,103,000 | 25,885,000 | ||
Property and equipment, net | 5,656,000 | 6,044,000 | 7,185,000 | ||
Intangible assets, net | 1,632,000 | 1,728,000 | 1,856,000 | ||
Restricted cash | 475,000 | 217,000 | 289,000 | ||
Deferred offering costs | 2,679,000 | 0 | |||
Other assets | 5,108,000 | 1,497,000 | 1,211,000 | ||
Total Assets | 197,734,000 | 24,589,000 | 36,426,000 | ||
Liabilities, Current [Abstract] | |||||
Accounts payable | 3,637,000 | 1,032,000 | 640,000 | ||
Accrued compensation | 2,009,000 | 1,216,000 | 586,000 | ||
Accrued expenses | 1,352,000 | 788,000 | 1,013,000 | ||
Note payable | 0 | 840,000 | 0 | ||
Accrued expenses and other current liabilities | 1,352,000 | 788,000 | 1,013,000 | ||
Total current liabilities | 6,998,000 | 3,876,000 | 2,239,000 | ||
Other liabilities | 672,000 | 788,000 | 665,000 | ||
Total liabilities | 7,670,000 | 4,614,000 | 2,904,000 | ||
Commitments and Contingencies | |||||
Shareholders' Deficit: | |||||
Ordinary shares | 0 | 0 | 0 | ||
Additional paid-in capital | 1,199,000 | 836,000 | 682,000 | ||
Accumulated other comprehensive income (loss) | 181,000 | 133,000 | (55,000) | ||
Accumulated deficit | (81,257,000) | (63,038,000) | (49,149,000) | ||
Total shareholders' deficit | (79,877,000) | (62,069,000) | (48,522,000) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 197,734,000 | 24,589,000 | 36,426,000 | ||
Previously Reported [Member] | |||||
Liabilities, Current [Abstract] | |||||
Other liabilities | 738,000 | ||||
Ivanhoe Capital Acquisition Corp [Member] | |||||
Current assets: | |||||
Cash | 254,887 | $ 2,156,253 | 161,271 | ||
Prepaid expenses | 761,404 | 26,800 | |||
Total current assets | 1,016,291 | 2,183,053 | 161,271 | ||
Investments held in Trust Account | 276,052,152 | 276,000,000 | |||
Deferred offering costs associated with Initial Public Offering | 413,039 | ||||
Total Assets | 277,068,443 | 278,183,053 | 574,310 | ||
Liabilities, Current [Abstract] | |||||
Accounts payable | 42,862 | 226,057 | 13,785 | ||
Due to related party | 10,532 | ||||
Accrued expenses | 198,011 | 135,000 | 68,346 | ||
Note payable - related party | 500,000 | 500,000 | |||
Total current liabilities | 251,405 | 861,057 | 582,131 | ||
Accrued liabilities | 4,483,777 | ||||
Convertible note - related party | 1,064,140 | ||||
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |||
Derivative warrant liabilities | 20,759,730 | 22,148,000 | |||
Total liabilities | 36,219,052 | 32,669,057 | 582,131 | ||
Commitments and Contingencies | |||||
Shareholders' Deficit: | |||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | 690 | [1],[2] | |
Additional paid-in capital | 0 | 24,310 | |||
Accumulated deficit | (35,151,299) | (30,486,694) | (32,821) | ||
Total shareholders' deficit | (35,150,609) | (30,486,004) | (7,821) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 277,068,443 | 278,183,053 | 574,310 | ||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||
Shareholders' Deficit: | |||||
Ordinary shares | 0 | 0 | |||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Current [Abstract] | |||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 and -0- shares issued and outstanding at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | 276,000,000 | 276,000,000 | |||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||
Shareholders' Deficit: | |||||
Ordinary shares | 690 | $ 690 | 690 | ||
Redeemable Convertible Preferred Stock [Member] | |||||
Liabilities, Current [Abstract] | |||||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,600,000 and -0- shares issued and outstanding at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively | $ 269,941,000 | $ 82,044,000 | $ 82,044,000 | ||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | ||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value, (per share) | $ 0.000001 | $ 0.000001 | |
Preferred stock, shares authorized | 36,064,095 | 29,496,153 | |
Common Stock, Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 | 39,000,000 |
Common stock, shares issued | 10,265,613 | 10,245,074 | 10,245,074 |
Common stock, shares outstanding | 10,265,613 | 10,245,074 | 10,245,074 |
Temporary equity, Shares authorized | 36,064,095 | 29,496,153 | 29,496,153 |
Temporary Equity, Shares Outstanding | 36,064,095 | 29,496,153 | 29,496,153 |
Temporary Equity, Liquidation Preference | $ 271,148,000 | $ 82,643,000 | $ 82,643,000 |
Ivanhoe Capital Acquisition Corp [Member] | |||
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 27,600,000 | 0 | |
Common stock, shares outstanding | 27,600,000 | 0 | |
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | Previously Reported [Member] | |||
Common stock, shares authorized | 2,000,000,000 | ||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | |||
Temporary equity, par value, (per share) | $ 0.0001 | $ 0.0001 | |
Temporary Equity, Shares Outstanding | 27,600,000 | 0 | |
Temporary equity, shares issued | 27,600,000 | 0 | |
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 6,900,000 | 6,900,000 | |
Common stock, shares outstanding | 6,900,000 | 6,900,000 | |
Number Of Shares Subject To Forfeiture | 900,000 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Temporary equity, par value, (per share) | $ 0.000001 | $ 0.000001 | $ 0.000001 |
Temporary equity, Shares authorized | 36,064,095 | 29,496,153 | 29,496,153 |
Temporary Equity, Shares Outstanding | 36,064,095 | 29,496,153 | 29,496,153 |
Temporary equity, shares issued | 36,064,095 | 29,496,153 | 29,496,153 |
Temporary Equity, Liquidation Preference | $ 271,148,000 | $ 82,643,000 | $ 82,643,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
General and administrative expenses | $ 4,374,000 | $ 1,046,000 | $ 8,879,000 | $ 2,828,000 | $ 4,460,000 | $ 4,776,000 | |||
Research and development | 3,684,000 | 2,219,000 | 10,175,000 | 7,254,000 | 9,443,000 | 10,514,000 | |||
Total operating expenses | 8,058,000 | 3,265,000 | 19,054,000 | 10,082,000 | 13,903,000 | 15,290,000 | |||
Loss from operations | (8,058,000) | (3,265,000) | (19,054,000) | (10,082,000) | (13,903,000) | (15,290,000) | |||
Nonoperating Income (Expense) [Abstract] | |||||||||
Interest income | 160,000 | 0 | 163,000 | 71,000 | 76,000 | 684,000 | |||
Other (expense) income, net | (94,000) | (47,000) | 694,000 | (32,000) | (55,000) | 12,000 | |||
Total other income, net | 66,000 | (47,000) | 857,000 | 39,000 | 21,000 | 696,000 | |||
Loss before income taxes | (7,992,000) | (3,312,000) | (18,197,000) | (10,043,000) | (13,882,000) | (14,594,000) | |||
Provision for income taxes | (3,000) | 0 | (22,000) | 0 | (7,000) | (108,000) | |||
Net income (loss) | (7,995,000) | (3,312,000) | (18,219,000) | (10,043,000) | (13,889,000) | (14,702,000) | |||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||||
Foreign currency translation adjustment | (23,000) | 121,000 | 48,000 | 61,000 | 188,000 | (62,000) | |||
Total comprehensive loss | $ (8,018,000) | $ (3,191,000) | $ (18,171,000) | $ (9,982,000) | $ (13,701,000) | $ (14,764,000) | |||
Net loss per share, basic and diluted | $ (0.78) | $ (0.32) | $ (1.78) | $ (0.98) | $ (1.36) | $ (1.44) | |||
Weighted-average shares outstanding, basic and diluted | 10,258,463 | 10,245,074 | 10,249,586 | 10,245,074 | 10,245,074 | 10,223,375 | |||
Ivanhoe Capital Acquisition Corp [Member] | |||||||||
General and administrative expenses | $ 2,468,694 | $ 20,233 | $ 32,821 | $ 5,919,125 | |||||
General and administrative expenses - related party | 30,000 | 90,000 | |||||||
Total operating expenses | (2,498,694) | (20,233) | (6,009,125) | ||||||
Nonoperating Income (Expense) [Abstract] | |||||||||
Income from investments held in Trust Account | 4,168 | 52,152 | |||||||
Change in fair value of derivative warrant liabilities | 5,856,830 | 1,388,270 | |||||||
Change in fair value of convertible note - related party | 11,814 | (119,446) | |||||||
Offering costs - derivative warrant liabilities | (855,043) | ||||||||
Interest income | 52,152 | ||||||||
Net income (loss) | $ 3,374,118 | $ (20,233) | $ (32,821) | $ (5,543,192) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||||
Net loss per share, basic and diluted | $ (0.01) | ||||||||
Weighted-average shares outstanding, basic and diluted | [1],[2] | 6,000,000 | |||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||||
Net loss per share, basic and diluted | $ 0.10 | $ (0.17) | |||||||
Weighted-average shares outstanding, basic and diluted | 27,600,000 | 26,589,011 | |||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] | |||||||||
Net loss per share, basic and diluted | $ 0.10 | $ 0 | $ (0.17) | ||||||
Weighted-average shares outstanding, basic and diluted | 6,900,000 | 6,000,000 | 6,867,033 | ||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | ||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (parenthetical) - shares | Jan. 11, 2021 | Jan. 06, 2021 | Dec. 16, 2020 | Dec. 31, 2020 |
Aggregate Of Sponsor Shares Surrendered | 2,875,000 | |||
Common Stock Dividends, Shares | 1,150,000 | |||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Aggregate Of Sponsor Shares Surrendered | 900,000 | |||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||
Number Of Shares Subject To Forfeiture | 900,000 | 900,000 | ||
Aggregate Of Sponsor Shares Surrendered | 2,875,000 | |||
Common Stock Dividends, Shares | 1,150,000 | |||
Aggregate Number Of Shares Owned | 6,900,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Ivanhoe Capital Acquisition Corp [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Ivanhoe Capital Acquisition Corp [Member] | Accumulated Deficit | Accumulated DeficitIvanhoe Capital Acquisition Corp [Member] | Accumulated Other Comprehensive Income/(Loss) | Common Class A [Member]Ivanhoe Capital Acquisition Corp [Member] | Common Class A [Member]Common Stock [Member]Ivanhoe Capital Acquisition Corp [Member] | Common Class B [Member]Common Stock [Member]Ivanhoe Capital Acquisition Corp [Member] | Redeemable Convertible Preferred Stock [Member] | Redeemable Convertible Preferred Stock [Member]Series C plus redeemable convertible preferred stock [Member] | Redeemable Convertible Preferred Stock [Member]Series D Plus Redeemable Convertible Preferred Stock [Member] | |
Balance at the beginning at Dec. 31, 2018 | $ (33,898,000) | $ 542,000 | $ (34,447,000) | $ 7,000 | |||||||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 10,205,074 | ||||||||||||||
Balance at the beginning , Redeemable Convertible at Dec. 31, 2018 | $ 80,919,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Dec. 31, 2018 | 29,263,571 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of Series C plus preference shares net of issuance costs of $55 | $ 1,125,000 | ||||||||||||||
Issuance of Series C plus preference shares net of issuance costs of $55, Shares | 232,582 | ||||||||||||||
Option exercises | $ 17,000 | 17,000 | |||||||||||||
Option exercises, Shares | 40,000 | 40,000 | |||||||||||||
Stock-based compensation | $ 123,000 | 123,000 | |||||||||||||
Foreign currency translation adjustments | (62,000) | (62,000) | |||||||||||||
Net income (loss) | (14,702,000) | (14,702,000) | |||||||||||||
Balance at the end at Dec. 31, 2019 | $ (48,522,000) | 682,000 | (49,149,000) | (55,000) | |||||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 10,245,074 | ||||||||||||||
Balance at the ending , Redeemable Convertible at Dec. 31, 2019 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Dec. 31, 2019 | 29,496,153 | 29,496,153 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | $ 21,000 | 21,000 | |||||||||||||
Foreign currency translation adjustments | (67,000) | (67,000) | |||||||||||||
Net income (loss) | (3,690,000) | (3,690,000) | |||||||||||||
Balance at the end at Mar. 31, 2020 | (52,258,000) | 703,000 | (52,839,000) | (122,000) | |||||||||||
Balance at the end (in shares) at Mar. 31, 2020 | 10,245,074 | ||||||||||||||
Balance at the ending , Redeemable Convertible at Mar. 31, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Mar. 31, 2020 | 29,496,153 | ||||||||||||||
Balance at the beginning at Dec. 31, 2019 | $ (48,522,000) | 682,000 | (49,149,000) | (55,000) | |||||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 10,245,074 | ||||||||||||||
Balance at the beginning , Redeemable Convertible at Dec. 31, 2019 | $ 82,044,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Dec. 31, 2019 | 29,496,153 | 29,496,153 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Option exercises, Shares | 0 | ||||||||||||||
Foreign currency translation adjustments | $ 61,000 | ||||||||||||||
Net income (loss) | (10,043,000) | ||||||||||||||
Balance at the end at Sep. 30, 2020 | (58,409,000) | $ 4,767 | 777,000 | $ 24,310 | (59,192,000) | $ (20,233) | 6,000 | $ 0 | $ 690 | ||||||
Balance at the end (in shares) at Sep. 30, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Sep. 30, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Sep. 30, 2020 | 29,496,153 | ||||||||||||||
Balance at the beginning at Dec. 31, 2019 | $ (48,522,000) | 682,000 | (49,149,000) | (55,000) | |||||||||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 10,245,074 | ||||||||||||||
Balance at the beginning , Redeemable Convertible at Dec. 31, 2019 | $ 82,044,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Dec. 31, 2019 | 29,496,153 | 29,496,153 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Option exercises, Shares | 0 | ||||||||||||||
Stock-based compensation | $ 154,000 | 154,000 | |||||||||||||
Foreign currency translation adjustments | 188,000 | 188,000 | |||||||||||||
Net income (loss) | (13,889,000) | (13,889,000) | |||||||||||||
Balance at the end at Dec. 31, 2020 | $ (62,069,000) | (7,821) | 836,000 | 24,310 | (63,038,000) | (32,821) | 133,000 | $ 0 | $ 690 | ||||||
Balance at the end (in shares) at Dec. 31, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Dec. 31, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Dec. 31, 2020 | 29,496,153 | 29,496,153 | |||||||||||||
Balance at the beginning at Mar. 31, 2020 | $ (52,258,000) | 703,000 | (52,839,000) | (122,000) | |||||||||||
Balance at the beginning (in shares) at Mar. 31, 2020 | 10,245,074 | ||||||||||||||
Balance at the beginning , Redeemable Convertible at Mar. 31, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Mar. 31, 2020 | 29,496,153 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 93,000 | 93,000 | |||||||||||||
Foreign currency translation adjustments | 7,000 | 7,000 | |||||||||||||
Net income (loss) | (3,041,000) | (3,041,000) | |||||||||||||
Balance at the end at Jun. 30, 2020 | (55,199,000) | 796,000 | (55,880,000) | (115,000) | |||||||||||
Balance at the end (in shares) at Jun. 30, 2020 | 10,245,074 | ||||||||||||||
Balance at the ending , Redeemable Convertible at Jun. 30, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Jun. 30, 2020 | 29,496,153 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | (19,000) | (19,000) | |||||||||||||
Foreign currency translation adjustments | 121,000 | 121,000 | |||||||||||||
Net income (loss) | (3,312,000) | (3,312,000) | |||||||||||||
Balance at the end at Sep. 30, 2020 | (58,409,000) | 4,767 | 777,000 | 24,310 | (59,192,000) | (20,233) | 6,000 | $ 0 | $ 690 | ||||||
Balance at the end (in shares) at Sep. 30, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Sep. 30, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Sep. 30, 2020 | 29,496,153 | ||||||||||||||
Balance at the beginning at Jul. 07, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | ||||||||||
Balance at the beginning (in shares) at Jul. 07, 2020 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of Class B common stock to Sponsors | 25,000 | 24,310 | $ 690 | ||||||||||||
Shares issues | 6,900,000 | ||||||||||||||
Net income (loss) | (20,233) | (20,233) | |||||||||||||
Balance at the end at Sep. 30, 2020 | (58,409,000) | 4,767 | 777,000 | 24,310 | (59,192,000) | (20,233) | 6,000 | $ 0 | $ 690 | ||||||
Balance at the end (in shares) at Sep. 30, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Sep. 30, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Sep. 30, 2020 | 29,496,153 | ||||||||||||||
Balance at the beginning at Jul. 07, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | ||||||||||
Balance at the beginning (in shares) at Jul. 07, 2020 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of Class B common stock to Sponsors | 25,000 | ||||||||||||||
Balance at the end at Jan. 11, 2021 | (30,486,004) | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Jan. 11, 2021 | 27,600,000 | ||||||||||||||
Balance at the beginning at Jul. 07, 2020 | 0 | 0 | 0 | $ 0 | $ 0 | ||||||||||
Balance at the beginning (in shares) at Jul. 07, 2020 | 0 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of Class B common stock to Sponsors | [1],[2] | 25,000 | 24,310 | $ 690 | |||||||||||
Shares issues | [1],[2] | 6,900,000 | |||||||||||||
Net income (loss) | (32,821) | (32,821) | |||||||||||||
Balance at the end at Dec. 31, 2020 | $ (62,069,000) | (7,821) | 836,000 | 24,310 | (63,038,000) | (32,821) | 133,000 | $ 0 | $ 690 | ||||||
Balance at the end (in shares) at Dec. 31, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Dec. 31, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Dec. 31, 2020 | 29,496,153 | 29,496,153 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | $ 72,000 | 72,000 | |||||||||||||
Foreign currency translation adjustments | (14,000) | (14,000) | |||||||||||||
Accretion of Class A ordinary shares subject to redemption | (29,599,596) | (24,310) | (29,575,286) | ||||||||||||
Net income (loss) | (3,595,000) | 1,528,079 | (3,595,000) | 1,528,079 | |||||||||||
Balance at the end at Mar. 31, 2021 | (65,606,000) | (28,079,338) | 908,000 | (66,633,000) | (28,080,028) | 119,000 | $ 0 | $ 690 | |||||||
Balance at the end (in shares) at Mar. 31, 2021 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Mar. 31, 2021 | $ 82,044,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Mar. 31, 2021 | 29,496,153 | ||||||||||||||
Balance at the beginning at Dec. 31, 2020 | $ (62,069,000) | (7,821) | 836,000 | 24,310 | (63,038,000) | (32,821) | 133,000 | $ 0 | $ 690 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the beginning , Redeemable Convertible at Dec. 31, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Dec. 31, 2020 | 29,496,153 | 29,496,153 | |||||||||||||
Balance at the end at Jun. 30, 2021 | $ (72,036,000) | (38,524,727) | 1,022,000 | (73,262,000) | (38,525,417) | 204,000 | $ 0 | $ 690 | |||||||
Balance at the end (in shares) at Jun. 30, 2021 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Jun. 30, 2021 | $ 269,941,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Jun. 30, 2021 | 36,064,095 | ||||||||||||||
Balance at the beginning at Dec. 31, 2020 | $ (62,069,000) | (7,821) | 836,000 | $ 24,310 | (63,038,000) | (32,821) | 133,000 | $ 0 | $ 690 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2020 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the beginning , Redeemable Convertible at Dec. 31, 2020 | $ 82,044,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Dec. 31, 2020 | 29,496,153 | 29,496,153 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Option exercises, Shares | 20,539 | ||||||||||||||
Foreign currency translation adjustments | $ 48,000 | ||||||||||||||
Issuance of Class B common stock to Sponsors | 1,100,000 | ||||||||||||||
Net income (loss) | (18,219,000) | (5,543,192) | |||||||||||||
Balance at the end at Sep. 30, 2021 | $ (79,877,000) | (35,150,609) | 1,199,000 | (81,257,000) | (35,151,299) | 181,000 | $ 0 | $ 690 | |||||||
Balance at the end (in shares) at Sep. 30, 2021 | 10,265,613 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Sep. 30, 2021 | $ 269,941,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Sep. 30, 2021 | 36,064,095 | 36,064,095 | |||||||||||||
Balance at the beginning at Mar. 31, 2021 | $ (65,606,000) | (28,079,338) | 908,000 | (66,633,000) | (28,080,028) | 119,000 | $ 0 | $ 690 | |||||||
Balance at the beginning (in shares) at Mar. 31, 2021 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the beginning , Redeemable Convertible at Mar. 31, 2021 | $ 82,044,000 | ||||||||||||||
Balance at the beginning , Redeemable Convertible, Shares at Mar. 31, 2021 | 29,496,153 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issuance of Series D and Series D plus redeemable convertible preferred stock, net of issuance costs of $608 | $ 187,897,000 | ||||||||||||||
Issuance of Series D and Series D plus redeemable convertible preferred stock, net of issuance costs of $608, Shares | 6,567,942 | ||||||||||||||
Stock-based compensation | 114,000 | 114,000 | |||||||||||||
Foreign currency translation adjustments | 85,000 | 85,000 | |||||||||||||
Net income (loss) | (6,629,000) | (10,445,389) | (6,629,000) | (10,445,389) | |||||||||||
Balance at the end at Jun. 30, 2021 | (72,036,000) | (38,524,727) | 1,022,000 | (73,262,000) | (38,525,417) | 204,000 | $ 0 | $ 690 | |||||||
Balance at the end (in shares) at Jun. 30, 2021 | 10,245,074 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Jun. 30, 2021 | $ 269,941,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Jun. 30, 2021 | 36,064,095 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Option exercises | 20,000 | 20,000 | |||||||||||||
Option exercises, Shares | 20,539 | ||||||||||||||
Stock-based compensation | 157,000 | 157,000 | |||||||||||||
Foreign currency translation adjustments | (23,000) | (23,000) | |||||||||||||
Net income (loss) | (7,995,000) | 3,374,118 | (7,995,000) | 3,374,118 | |||||||||||
Balance at the end at Sep. 30, 2021 | $ (79,877,000) | $ (35,150,609) | $ 1,199,000 | $ (81,257,000) | $ (35,151,299) | $ 181,000 | $ 0 | $ 690 | |||||||
Balance at the end (in shares) at Sep. 30, 2021 | 10,265,613 | 0 | 6,900,000 | ||||||||||||
Balance at the ending , Redeemable Convertible at Sep. 30, 2021 | $ 269,941,000 | ||||||||||||||
Balance at the ending , Redeemable Convertible, Shares at Sep. 30, 2021 | 36,064,095 | 36,064,095 | |||||||||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | ||||||||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2019 | |
Series C plus redeemable convertible preferred stock [Member] | ||
Payments of stock issuance costs | $ 55,000 | |
Series D And SeriesD plus Redeemable convertible preferred stock [Member] | ||
Payments of stock issuance costs | $ 608,000 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||||
Net loss | $ (18,219,000) | $ (10,043,000) | $ (13,889,000) | $ (14,702,000) | ||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||
Income from investments held in Trust Account | (163,000) | (71,000) | (76,000) | (684,000) | ||
Increase (Decrease) in Operating Capital [Abstract] | ||||||
Note Payable Forgiveness | (840,000) | 0 | ||||
Receivable from related party | (1,138,000) | 0 | ||||
Depreciation and amortization | 1,298,000 | 1,264,000 | 1,706,000 | 918,000 | ||
Stock-based compensation | 343,000 | 95,000 | 154,000 | 123,000 | ||
Prepaid expenses and other current assets | (580,000) | (319,000) | (364,000) | (192,000) | ||
Other assets | (488,000) | (89,000) | 31,000 | 45,000 | ||
Accounts payable | 617,000 | (151,000) | 608,000 | (188,000) | ||
Accrued compensation | 793,000 | 577,000 | 630,000 | 59,000 | ||
Accrued expenses and other liabilities | 410,000 | 63,000 | 115,000 | (334,000) | ||
Net cash used in operating activities | (17,804,000) | (8,603,000) | (11,009,000) | (14,271,000) | ||
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||||||
Purchases of property and equipment | (3,964,000) | (588,000) | (982,000) | (2,691,000) | ||
Purchase of short-term investments | (150,810,000) | (12,795,000) | (17,487,000) | 0 | ||
Maturities of short-term investments | 13,101,000 | 0 | 5,196,000 | 0 | ||
Purchases of intangible assets | 0 | (1,918,000) | ||||
Net cash used in investing activities | (141,673,000) | (13,383,000) | (13,273,000) | (4,609,000) | ||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||||||
Proceeds from issuance of Series C plus redeemable convertible preferred stock, net of issuance costs of $55 | 0 | 1,125,000 | ||||
Proceeds from notes payable | 0 | 840,000 | 840,000 | 0 | ||
Proceeds from stock option exercises | 20,000 | 0 | 0 | 17,000 | ||
Proceeds from issuance of Series D and Series D plus redeemable convertible preferred stock, net of issuance costs | 187,897,000 | 0 | ||||
Payment of deferred offering costs | (576,000) | 0 | ||||
Net cash provided by financing activities | 187,341,000 | 840,000 | 840,000 | 1,142,000 | ||
Effect of exchange rates on cash and cash equivalents | 48,000 | (60,000) | 188,000 | (62,000) | ||
Net increase (decrease) in cash, cash equivalents and restricted cash | 27,912,000 | (21,086,000) | (23,254,000) | (17,800,000) | ||
Cash - beginning of the period | 2,728,000 | 25,982,000 | 25,982,000 | 43,782,000 | ||
Cash - end of the period | $ 4,896,000 | $ 2,728,000 | 30,640,000 | 4,896,000 | 2,728,000 | 25,982,000 |
Supplemental disclosure of noncash financing activities: | ||||||
Accounts payable and accrued expenses related to purchases of property and equipment | (118,000) | 348,000 | 145,000 | 628,000 | ||
RecognitionOfAssetRetirementObligationIncludedInPropertyPlantAndEquipmentNet | 0 | $ 78,000 | ||||
Deferred offering costs included in accounts payable and accrued expenses and other liabilities | 2,103,000 | $ 0 | ||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||||
Net loss | (20,233) | (32,821) | (5,543,192) | |||
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||||||
Income from investments held in Trust Account | (52,152) | |||||
Change in fair value of derivative warrant liabilities | (1,388,270) | |||||
Change in fair value of convertible note - related party | 119,446 | |||||
Offering costs - derivative warrant liabilities | 855,043 | |||||
Increase (Decrease) in Operating Capital [Abstract] | ||||||
Prepaid expenses | 20,233 | (761,404) | ||||
Accounts payable | 29,077 | |||||
Due to related party | 10,532 | |||||
Accrued expenses | 6,213 | 86,799 | ||||
Accrued liabilities | 4,483,777 | |||||
General And Administrative Expenses Paid By Sponsor | 25,000 | |||||
Net cash used in operating activities | (1,608) | (2,160,344) | ||||
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||||||
Cash deposited in Trust Account | (276,000,000) | (276,000,000) | ||||
Net cash used in investing activities | (276,000,000) | |||||
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||||||
Payment of note payable to related party | 408,341 | (500,000) | ||||
Proceeds received from Initial Public Offering, gross | 276,000,000 | |||||
Proceeds received from private placement | 7,520,000 | |||||
Offering costs paid | (245,462) | (5,710,734) | ||||
Proceeds from convertible note to related party | 944,694 | |||||
Net cash provided by financing activities | 162,879 | 278,253,960 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 161,271 | 93,616 | ||||
Cash - beginning of the period | 0 | 0 | 161,271 | |||
Cash - end of the period | 161,271 | 254,887 | $ 161,271 | |||
Supplemental disclosure of noncash financing activities: | ||||||
Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | |||||
Deferred offering costs included in accounts payable | 148,494 | 13,785 | ||||
Offering costs included in accrued expenses | 48,531 | 62,133 | 42,867 | |||
Deferred offering costs paid by Sponsor under promissory note | $ 91,658 | $ 91,659 | ||||
Deferred underwriting commissions | $ 9,660,000 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Series C plus redeemable convertible preferred stock [Member] | |
Payments of Stock Issuance Costs | $ 55 |
Nature of Business
Nature of Business | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Nature of Business | 1. Nature of Business Organization SES Holdings Pte. Ltd., and Subsidiaries (together the “Company”) consists of SES Holdings Pte. Ltd. (“SES Holdings” or the “Parent”), and its wholly owned subsidiaries: SolidEnergy Systems, LLC (the “SES LLC”), SolidEnergy Systems (Shanghai) Co., Ltd. (the “SES Shanghai”), SolidEnergy Systems Securities Corporation (the “SES Securities”), Viking Power Systems Pte. Ltd. (the “SES Viking”), and Massachusetts Solid Energy Co., Ltd. (Korea) which was formed on November 3, 3021. The Company is engaged in the research and development of hybrid Lithium-Metal (“Li-Metal”) Li-Metal Li-Metal Principal operations had not yet commenced as of September 30, 2021, and the Company has not derived revenue from its principal business activities. | 1. Nature of Business Organization SES Holdings Pte. Ltd., and Subsidiaries (together the “Company”) consists of SES Holdings Pte. Ltd. (“SES Holdings” or the “Parent”), and its wholly owned subsidiaries: SolidEnergy Systems, LLC (the “SES LLC”), SolidEnergy Systems (Shanghai) Co., Ltd. (the “SES Shanghai”), SolidEnergy Systems Securities Corporation (the “ SES Securities”) and Viking Power Systems Pte. Ltd. (the “SES Viking”). SES Holdings Pte. Ltd. is a Singapore private limited company and was formed in November 2018. SolidEnergy Systems, LLC is a Delaware limited liability company formed in November 2018 as a result of the conversion from a corporation to a limited liability company by SolidEnergy Systems Corp, a Delaware corporation formed in April 2012. SolidEnergy (Shanghai) Enterprise Management Co., Ltd. was registered in Shanghai, China in November 2018. SolidEnergy Systems Securities Corporation was incorporated in December 2017 as a Massachusetts Security Corporation. The Company is engaged in the research and development of hybrid Lithium-Metal (“Li-Metal”) Li-Metal Li-Metal Principal operations had not yet commenced as of December 31, 2020, and the Company has not derived revenue from its principal business activities. | ||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Nature of Business | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Ivanhoe Capital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 8, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of January 11, 2021, the Company had not yet commenced operations. All activity for the period from July 8, 2020 (inception) through January 11, 2021 relates to the Company’s formation and the Initial Public Offering non-operating The Company’s sponsor is Ivanhoe Capital Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 7). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.5 million (Note 5). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in Trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provided that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 11, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and capital resources As of January 11, 2021, the Company had approximately $2.2 million in its operating bank account, and working capital of approximately $1.3 million. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of $500,000 from the Sponsor pursuant to the Note (see Note 6), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 6). As of January 11, 2021, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Ivanhoe Capital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 8, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). As of December 31, 2020, the Company had not yet commenced operations. All activity for the period from July 8, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the Initial Public Offering (the “Initial Public Offering”), which is described below. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Ivanhoe Capital Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in Trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 11, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and capital resources As of December 31, 2021, the Company had approximately $161,000 in its operating bank account, and working capital deficit of approximately $421,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of $500,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. | Note 1 — Description of Organization and Business Operations Ivanhoe Capital Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 8, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). On June 28, 2021, the Company formed a wholly owned subsidiary, Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares (“Amalgamation Sub”). As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from July 8, 2020 (inception) through September 30, 2021 relates to the Company’s formation and the I P O non-operating The Company’s sponsor is Ivanhoe Capital Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions (Note 6). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.5 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in Trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or January 11, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On July 12, 2021, the Company entered into a Business Combination Agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “Agreement”) with Amalgamation Sub and SES. The Agreement and the transactions contemplated thereby (collectively, the “Proposed Business Combination”) were unanimously approved by the boards of directors of each of the Company, Amalgamation Sub and SES. Pursuant to the Agreement, and upon the terms and subject to the conditions set forth therein, and in accordance with the Companies Act, Chapter 50 of Singapore and other applicable law, Amalgamation Sub and SES will amalgamate (the “Amalgamation”), with SES surviving the Amalgamation as the amalgamated company (SES, in its capacity as the company surviving the Amalgamation, the “Amalgamated Company”). Prior to consummation of the Proposed Business Combination, the Company will migrate out of the Cayman Islands and domesticate as a Delaware corporation (the “Domestication”) and be renamed “SES AI Corporation” (the Company, following the Domestication, “New SES”). As a result of the Domestication, (i) each Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into one share of Class A common stock, par value $0.0001 per share, of New SES (the “Class A common stock”); (ii) each Class B ordinary share, par value $0.0001 per share, of the Company (the “Class B ordinary shares”), issued and outstanding immediately prior to the Domestication will convert into one share of Class B common stock, par value $0.0001 per share, of New SES (the “Class B common stock”); (iii) each Company’s warrant to purchase Class A ordinary shares issued and outstanding immediately prior to the Domestication will convert into one warrant to purchase shares of Class A common stock and (iv) each Company’s unit issued and outstanding immediately prior to the Domestication will convert into one unit of New SES (such units to be split into their component parts of one share of Class A common stock and one The total consideration to be paid to the shareholders of SES equals $2,810,000,000 and will be payable in shares of Class A common stock (valued at $10.00 per share). At the effective time of the Amalgamation (the “Effective Time”), each ordinary share and each preference share of SES issued and outstanding immediately prior to the Effective Time (collectively, the “SES Shares”) (other than SES Shares held in SES’s treasury (collectively, the “Excluded Shares”), the SES Restricted Shares (as defined below) and the SES Shares held by Qichao Hu and certain entities affiliated with Mr. Hu (collectively, the “SES Founder Group”)) will be cancelled and automatically represent the right to receive a number of fully paid and nonassessable shares of Class A common stock equal to the Exchange Ratio (as defined below), plus cash in lieu of fractional shares. Additionally, each SES Share held by the SES Founder Group issued and outstanding immediately prior to the Effective Time will be cancelled and automatically represent the right to receive a number of fully paid and nonassessable shares of Class B common stock equal to the Exchange Ratio, plus cash in lieu of fractional shares. The shares of Class B common stock will have the same economic rights as the shares of Class A common stock, but following the Effective Time, each share of Class B common stock will be entitled to 10 votes, and each share of Class A common stock will be entitled to 1 vote, in each case, on each matter submitted for a vote of the New SES stockholders. For purposes of the Agreement, “Exchange Ratio” means the quotient obtained by dividing 281,000,000 by (a) the aggregate number of SES Shares that are issued and outstanding immediately prior to the Effective Time and that are issuable upon the exercise of all vested SES Options (as defined below) and SES Restricted Shares issued and outstanding as of immediately prior to the Effective Time minus (b) the Excluded Shares. In addition to the consideration described above, the SES shareholders and option holders will be entitled to receive 30,000,000 shares of Class A common stock (valued at $10.00 per share) (the “Earn-Out Earn-Out Earn-Out In connection with the Amalgamation, each SES restricted share (the “SES Restricted Shares”) that is issued and outstanding immediately prior to the Effective Time will be assumed by New SES and converted into a number of shares of Class A common stock equal to the product (rounded to the nearest whole number of shares) of (A) the total number of SES ordinary shares subject to such SES Restricted Share immediately prior to the Effective Time multiplied by (B) the Exchange Ratio. In addition, each SES option (the “SES Options”) that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) will be assumed by New SES and converted into an option to acquire Class A common stock at an adjusted exercise price per share, with the number of shares of Class A common stock subject to each option determined by multiplying the number of SES Shares subject to the corresponding SES Option by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Class A common stock. On September 20, 2021, the Company, SES and Amalgamation Sub entered into Amendment No. 1 to the Original Business Combination Agreement (the “ BCA Amendment pre-Closing Earn-Out Earn-Out Earn-Out Founder Group Earn-Out PIPE Financing Concurrently with the execution of the Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such PIPE Investors, immediately prior to Closing, an aggregate of 20,000,000 shares of Class A common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $200,000,000. On October 22, 2021, the Company entered into an additional subscription agreement (the “New Subscription Agreement”), dated as of October 22, 2021, in connection with its proposed PIPE financing related to its Proposed Business Combination with SES. The New Subscription Agreement is with a strategic investor and is in substantially the same form as the Initial Subscription Agreements. Pursuant to the New Subscription Agreement, the Company agreed to issue and sell, in the PIPE Financing, an aggregate of an additional 7.5 million shares of New SES Class A common stock, at a purchase price of $10.00 per share, for an aggregate purchase price of $75 million, bringing the aggregate amount of commitments from under the initial Subscription Agreements and the New Subscription Agreement (together, the “Subscription Agreements”) to $ million. The additional commitments help ensure that the Company will satisfy the closing condition in the Agreement that the Company have at least $ million of available cash from its trust account and proceeds from the PIPE Financing at the Closing. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and capital resources As of September 30, 2021, the Company had approximately $255,000 in its operating bank account and working capital of approximately $765,000. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, a loan of $500,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on January 15, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). On April 9, 2021, the Company issued a Convertible Note (as defined in Note 5) to the Company’s Chief Executive Officer, pursuant to which the Company may borrow up to $1,500,000 for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. The Convertible Note does not bear any interest. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Business Combination (such earlier date, the “Maturity Date”). As of September 30, 2021, $945,000 was drawn on the convertible note — related party, presented at its fair value of approximately $1.1 million on the accompanying unaudited condensed consolidated balance sheets. There were no amounts outstanding under the Convertible Note as of December 31, 2020. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Restatement Of Previously Filed
Restatement Of Previously Filed Balance Sheet | 6 Months Ended |
Jan. 11, 2021 | |
Ivanhoe Capital Acquisition Corp [Member] | |
Restatement Of Previously Filed Balance Sheet | NOTE 2. RESTATEMENT OF PREVIOUSLY FILED BALANCE SHEET The Company concluded it should restate its previously issued balance sheet to classify all Class A ordinary shares subject to redemption in temporary equity and to classify its outstanding warrants as liabilities. In accordance with ASC 480-10-S99, Additionally, the Company reevaluated the accounting treatment of (i) the 9,200,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its Initial Public Offering and (ii) the 5,013,333 Private Placement Warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with the closing of the Initial Public Offering (together with the Public Warrants, the “Warrants”). The Company previously classified the Warrants in shareholders’ equity. In further consideration of the guidance in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”), the Company concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each subsequent reporting date, with changes in fair value recognized in income and losses. In accordance with FASB ASC Topic 340, “Other Assets and Deferred Costs,” as a result of the classification of the Warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Public Warrants and Class A ordinary shares included in the Units. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed balance sheet that contained the error, reported in the Company’s Form 8-K “Post-IPO Post-IPO Form 8-K/A. Post-IPO The following tables summarize the effect of the revision on each financial statement line item as of the date indicated: As of January 11, 2021 8-K Adjustment As Restated Total assets $ 278,183,053 $ — $ 278,183,053 Total current liabilities $ 861,057 $ — $ 861,057 Deferred underwriting commissions 9,660,000 — 9,660,000 Derivative warrant liabilities — 22,148,000 22,148,000 Total liabilities $ 10,521,057 $ 22,148,000 $ 32,669,057 Class A ordinary shares subject to possible redemption 262,661,990 13,338,010 276,000,000 Preference shares — — — Class A ordinary shares 133 (133 ) — Class B ordinary shares 690 — 690 Additional paid-in 5,040,999 (5,040,999 ) — Accumulated deficit (41,816 ) (30,444,878 ) (30,486,694 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (35,486,010 ) $ (30,486,004 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 278,183,053 $ — $ 278,183,053 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidation. During the nine months ended September 30, 2021, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, except as described below: Deferred offering costs Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Company becoming a publicly traded company are capitalized. The deferred offering costs will be charged to stockholders’ equity upon the completion of the proposed transaction. In the event the offering is terminated, these deferred offering costs, as well as additional expenses to be incurred, will be expensed. Impact of Novel Coronavirus (“COVID-19”) On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) changing conditions in the respective jurisdictions, and this will continue to evolve based on the recent availability and distribution of developed vaccines, as well as public perceptions of the vaccines. The global spread of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Governments in affected regions have implemented, and may continue to implement safety precautions, which include quarantines, travel bans and restrictions, shelter-in-place stay-at-home start-up Due to the COVID-19 non-essential in-person It is difficult to predict what the lasting impact of the pandemic will be, and what the impact might be if the Company or any of the third parties with whom it engages were to experience additional shutdowns or other prolonged business disruptions. The Company’s ability to conduct its business in the manner and on the timelines presently planned could have a material adverse impact on the Company’s business, results of operations, and financial condition. In addition, depending on the duration and impact of the recurrence or resurgence of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Liquidity Historically, the Company’s principal sources of liquidity have been the proceeds from series of financing transactions with investors that have provided the Company with the necessary cash and cash equivalents to support its research and development activities. Through September 30, 2021, the Company had raised approximately $269.9 million of funding through the sales of its redeemable convertible preferred stock. See Note 7 for further information. Since inception, the Company has not achieved profitable operations or positive cash flows from operations, and it expects to incur losses in future periods. As of September 30, 2021, the Company had total cash, cash equivalents, restricted cash and short-term investments of $180.6 million and an accumulated deficit of $81.3 million. The Company’s ability to fund its ongoing efforts is dependent on the ability to continue to raise the necessary capital through future financing and capital transactions, as well as the success of the Company’s development and commercialization efforts and, ultimately, upon the market acceptance of the Company’s products. These condensed consolidated financial statements have been prepared on a going concern basis. Management believes that the Company’s current cash and cash equivalents and short-term investments are adequate to meet its needs for the next twelve months from the issuance of these condensed consolidated financial statements. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02. right-of-use There have been no other newly issued or newly applicable accounting pronouncements that do not require adoption until a future date that have had, or are expected to have, a significant impact on the Company’s condensed consolidated financial statements. | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Impact of Novel Coronavirus (“COVID-19”) On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) COVID-19 COVID-19 COVID-19 decrease in vehicle sales in markets around the world. In particular, the COVID-19 COVID-19, Governments in affected regions have implemented, and may continue to implement safety precautions, which include quarantines, travel bans and restrictions, shelter-in-place stay-at-home start-up Due to the COVID-19 non-essential in-person It is difficult to predict what the lasting impact of the pandemic will be, and what the impact might be if the Company or any of the third parties with whom it engages were to experience additional shutdowns or other prolonged business disruptions. The Company’s ability to conduct its business in the manner and on the timelines presently planned could have a material adverse impact on the Company’s business, results of operations, and financial condition. In addition, depending on the duration and impact of the recurrence or resurgence of COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 Liquidity Historically, the Company’s principal sources of liquidity have been the result of a series of financing transactions with investors that have provided the Company with the necessary cash and cash equivalents to support its research and development activities. Through December 31, 2020, the Company has raised approximately $82.0 million of funding through the sales of its redeemable convertible preferred stock. See Note 10 for further information. Since inception, the Company has not achieved profitable operations or positive cash flows from operations, and it expects to incur losses in future periods. As of December 31, 2020, the Company had cash and cash equivalents and short-term investments of $14.7 million and an accumulated deficit of $63.0 million. The Company’s ability to fund its ongoing efforts is dependent on the ability to continue to raise the necessary capital through future financing and capital transactions, as well as the success of the Company’s development and commercialization efforts and, ultimately, upon the market acceptance of the Company’s products. In addition to the funding achieved through the aforementioned financing and capital transactions, in April 2020 the Company applied for and received a loan in the amount of $0.8 million under Paycheck Protection Program (the “PPP”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”) (“PPP Note”). The Company was not obligated to make any payments of principal and interest for a period of 10 months. In February 2021, the Company applied for the loan forgiveness and received the forgiveness confirmation for the PPP Note from SBA. In April 2021, the Company entered into a stock purchase agreement whereby certain investors agreed to purchase million in Series D redeemable convertible preferred stock, par value per share. Upon closing of the financing transaction in April 2021, the investors purchased million in Series D plus redeemable convertible preferred stock, par value per share. Upon closing of the financing transaction in May 2021, the investor purchased A-Sample pre-production These consolidated financial statements have been prepared on a going concern basis. Management believes that the Company’s current cash and cash equivalents and short-term investments, combined with the recent additional financing proceeds, are adequate to meet its needs for the next twelve months from the issuance of these consolidated financial statements. Significant Accounting Policies Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, as well as the revenues, if any, and expenses incurred during the reporting periods. On an ongoing basis, the Company evaluates judgments and estimates, including those related to the fair value of common stock and other assumptions used to measure stock-based compensation, and valuation of deferred tax assets and uncertain income tax positions. The Company bases its estimates on historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results could differ materially from those estimates. Cash and cash equivalents Cash and cash equivalents include all highly liquid investments, including money market funds with original maturity periods of three months or less when purchased. Money market funds are reported at fair value based upon quoted market prices. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as shown below: Estimated Useful Life (in years) Laboratory machinery and equipment 5 - Office and computer equipment 3 - Furniture and fixtures 5 Leasehold improvements Shorter of useful life or lease term The Company will periodically assess the useful lives of the assets to determine whether events or circumstances may indicate that a revision to the useful life is warranted. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Construction-in-process Intangible Assets Intangible assets are stated at cost less accumulated amortization and are comprised of patents. The patents are amortized straight-line over the estimated useful life of 15 Impairment of long-lived assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2020 and 2019. Leases Leases are evaluated and recorded as capital leases if one of the following is true at inception: (a) the present value of minimum lease payments meets or exceeds 90% of the fair value of the asset, (b) the lease term is greater than or equal to 75% of the economic life of the asset, (c) the lease arrangement contains a bargain purchase option, or (d) title to the property transfers to the Company at the end of the lease. The Company records an asset and liability for capital leases at present value of the minimum lease payments based on the incremental borrowing rate. Assets are depreciated over the useful life in accordance with the Company’s depreciation policy while rental payments and interest on the liability are accounted for using the effective interest method. Leases that are not classified as capital leases are accounted for as operating leases. For leases that contain rent abatements or escalating rent payments, the Company recognizes rent expense on a straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. Redeemable Convertible Preferred Stock The Company records all shares of redeemable convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. The redeemable convertible preferred stock is recorded outside of Restricted cash Restricted cash are money market funds held in collateral accounts that are restricted to secure letters of credit for corporate lease activity. The letters of credit are required to be maintained throughout the terms of the leases. If the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, restricted cash is not included within cash and cash equivalents and is reported separately on the consolidated balance sheet. If the date of availability or disbursement is less than one-year, Short-term investments The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. The short-term investments consist of corporate bonds and mutual funds which are classified as available-for-sale. Corporate bonds and mutual funds are carried at fair value based upon quoted market prices. Unrealized gains and losses on available-for-sale available-for-sale Concentrations of credit risk Financial instruments that subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, restricted cash and short-term investments. The Company seeks to mitigate its credit risk with respect to such concentrations by holding its deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments. Fair Value Measurements Fair value is defined as an exchange 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. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. The carrying amounts of cash equivalents and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying amount of the note payable approximates fair value due to its short-term maturity. stockholders’ deficit because, in the event of certain liquidation events considered not solely within the Company’s control, such as a change in control event and sale of all or substantially all of the Company’s assets, the redeemable convertible preferred stock will become redeemable at the option of the holders. If it becomes probable that the shares will become redeemable, the Company will re-measure Segment and geographic information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. All long-lived assets of the Company are located in the United States, China and Singapore (see Note 15). Research and development costs Research and development costs are expensed as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including compensation and benefits for full-time research and development employees, materials and supplies, payments to consultants, patent related legal costs, facility costs, depreciation, and travel expenses. Payments received by the Company under agreements with partners are being recognized as a reduction to research and development expense in the consolidated statements of operations and comprehensive loss. Stock-based compensation The Company measures compensation expense for all stock options made to employees, directors, and non-employees The Company has only granted stock option awards with service-based vesting conditions. Accordingly, the fair value of options granted is estimated using the Black-Scholes option valuation model, which requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the underlying common stock, the expected term of the stock option (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the price of the Company’s common stock, the expected risk-free interest rate and the expected dividend yield of the Company’s common stock. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Income taxes Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets are not realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within accrued expenses and other current liabilities on its consolidated balance sheets. Other Comprehensive Loss Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ deficit on the consolidated balance sheets. The components of comprehensive loss are net loss and foreign currency translation adjustments. The Company does not provide for income taxes on foreign currency translation adjustments since it does not provide for taxes on the unremitted earnings of its foreign subsidiaries. The changes in accumulated other comprehensive loss are included in the Company’s consolidated statements of operations and comprehensive loss. Net loss per common share Basic and diluted net loss per share is presented in conformity with the two-class two-class Recent Accounting Pronouncements Adopted In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash 2016-18”). 2016-18 2016-18, beginning-of-period end-of-period In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07”), non-employees. 2018-07 amendments amendments are effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”), 2018-13 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02. right-of-use | ||
Ivanhoe Capital Acquisition Corp | ||||
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At January 11, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of January 11, 2021. Cash held in Trust Account At January 11, 2021, the Company had $276.0 million in cash held in the Trust Account. Use of estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants (as defined in Note 5) are recognized as derivative liabilities in accordance with ASC 815-40. non-current Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at January 11, 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal depository insurance coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on the account. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020. Use of estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. Income taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Restatement of Previously Reported Financial Statements In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 10-S99, In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error reported in the Company’s Form 10-Qs The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 277,256,530 $ — $ 277,256,530 Total liabilities $ 29,335,868 $ — $ 29,335,868 Class A ordinary shares subject to possible redemption 242,920,660 33,079,340 276,000,000 Preference shares — — — Class A ordinary shares 331 (331 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 3,503,723 (3,503,723 ) — Retained earnings (accumulated deficit) $ 1,495,258 (29,575,286 ) $ (28,080,028 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (33,079,340 ) $ (28,079,338 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,256,530 $ — $ 277,256,530 The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Supplemental Disclosure of Noncash Financing As Reported Adjustment As Restated Initial $ 240,513,990 $ (240,513,990 ) $ — Change $ (8,038,720 ) $ 8,038,720 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Total assets $ 277,467,799 $ — $ 277,467,799 Total liabilities $ 39,992,526 $ — $ 39,992,526 Class A ordinary shares subject to possible redemption 232,475,270 43,524,730 276,000,000 Preference shares — — — Class A ordinary shares 435 (435 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 13,949,009 (13,949,009 ) — Accumulated deficit $ (8,950,131 ) (29,575,286 ) $ (38,525,417 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (43,524,730 ) $ (38,524,727 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,467,799 $ — $ 277,467,799 The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 240,513,990 $ (240,513,990 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (8,038,720 ) $ 8,038,720 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 27,600,000 (3,066,667 ) 24,533,333 Basic and diluted earnings per ordinary share $ — $ 0.05 $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 27,600,000 — 27,600,000 Basic and diluted earnings per ordinary share $ — $ (0.30 ) $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 27,600,000 (1,524,862 ) 26,075,138 Basic and diluted earnings per ordinary share $ — $ (0.27 ) $ (0.27 ) Earnings Per Share for Class B ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 6,800,000 — 6,800,000 Basic and diluted earnings per ordinary share $ 0.22 $ (0.17 ) $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 6,900,000 — 6,900,000 Basic and diluted earnings per ordinary share $ (1.51 ) $ 1.21 $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 6,850,276 — 6,850,276 Basic and diluted earnings per ordinary share $ (1.31 ) $ 1.04 $ (0.27 ) Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary, Wormhole Merger Sub Pte. Ltd., which was incorporated in Singapore on June 28, 2021, in connection with the planned business combination. All inter-company accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000 and any cash held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. The Company has elected the fair value option to account for its Convertible Note with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Convertible Note — related party on the condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Subtopic 815-15 re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “Warrant”) are recognized as derivative liabilities in accordance with ASC 815-40. non-current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed consolidated balance sheets. As of December 31, 2020, there were no Class A ordinary shares subject to possible redemption. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,280 Class A ordinary share in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share ordinary for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 For the Period From July 8, 2020 (Inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,699,294 $ 674,824 $ (4,405,422 ) $ (1,137,770 ) $ — $ (20,233 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 26,589,011 6,867,033 — 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.17 ) $ (0.17 ) $ — $ (0.00 ) Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) — Contracts in Entity’ Own Equity (Subtopic 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 9 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Ivanhoe Capital Acquisition Corp [Member] | |||
Initial Public Offering | NOTE 4. INITIAL PUBLIC OFFERING On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one | NOTE 3. INITIAL PUBLIC OFFERING On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one | Note 3 — Initial Public Offering On January 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | 12. Related-Party Transactions As of September 30, 2021 and December 31, 2020, the following were considered as related parties due to their role in the Company and/or voting interest on a fully diluted basis: Voting Voting in 2021 on a in 2020 on a fully diluted fully diluted Name Role basis basis Dr. Qichao Hu Chief Executive Officer, Founder and Board representation 13.4 % 15.5 % Long Siang Pte. Ltd Board representation 8.3 % 9.6 % Vertex Legacy Continuation Fund Pte. Ltd Board representation 9.7 % 10.8 % General Motors Ventures LLC Board representation 7.0 % 7.3 % Tianqi Lithium HK Co., Ltd. Board representation 9.3 % 10.8 % Anderson Investments Pte. Ltd. Board representation 8.7 % 10.0 % SK Holdings Board representation 12.9 % 11.9 % Refer to Note 13, Partnerships, below for related party transactions with General Motors. | 17. Related-Party Transactions As of December 31, 2020 and 2019, the following were considered related parties due to their role in the Company and/or voting interest on a fully diluted basis: Name Role Voting Interest in 2020 and 2019 on a fully diluted basis Dr. Qichao Hu Chief Executive Officer, Founder and Board representation 15.47 % Long Siang Pte. Ltd. Board representation 9.58 % Vertex Legacy Continuation Fund Pte. Ltd. Board representation 10.79 % General Motors Ventures LLC Board representation 7.25 % Tianqi Lithium HK Co., Ltd. Board representation 10.76 % Anderson Investments Pte. Ltd. Board representation 10.04 % SK Holdings Board representation 11.89 % There were no material transactions with any of the related parties during the years ended December 31, 2020 and 2019. | ||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On July 22, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). On December 16, 2020, the Sponsor surrendered 2,875,000 Founder Shares to the Company for cancellation for no consideration. On January 6, 2021, the Company effected a share capitalization of 1,150,000 shares, resulting in an aggregate of 6,900,000 Founder Shares outstanding. The holders of the Founder Shares had agreed to forfeit up to an aggregate of 900,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 11, 2021, the underwriter fully exercised its over-allotment option; thus, these Founder Shares were no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) (v) with respect to 20% of such shares, until consummation of the initial Business Combination, 30-trading Business Combination that results in all of the shareholders having the right to exchange Related Party Loans On July 22, 2020, the Sponsor agreed to loan the Company pursuant to a promissory note, which was later amended on December 1, 2020 (the “Note”) up to $600,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of January 11, 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the management team. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July 22, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). On December 16, 2020, the Sponsor surrendered 2,875,000 Founder Shares to the Company for cancellation for no consideration. On January 6, 2021, the Company effected a share capitalization of 1,150,000 shares, resulting in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and share capitalization. The holders of the Founder Shares have agreed to forfeit up to an aggregate of 900,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 11, 2021, the underwriter fully exercised its over-allotment option; thus, these Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) (v) with respect to 20% of such shares, until consummation of the initial Business Combination, (w) with respect to 20% of such shares, until the closing price of Class A ordinary shares equals or exceeds $12.00 for any 20 trading days within a 30-trading Related Party Loans On July 22, 2020, the Sponsor agreed to loan the Company up to $600,000 pursuant to a promissory note (the “Note”), which was later amended on December 1, 2020. The Note is non-interest due upon the closing of the Initial Public Offering. The Company borrowed $500,000 under the Note. On January 15, 2021, the Company repaid the Note in full. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the management team. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket | Note 5 — Related Party Transactions Founder Shares On July 22, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 8,625,000 Class B ordinary shares (the “Founder Shares”). On December 16, 2020, the Sponsor surrendered 2,875,000 Founder Shares to the Company for cancellation for no consideration. On January 6, 2021, the Company effected a share capitalization of 1,150,000 shares, resulting in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender and share capitalization. The holders of the Founder Shares have agreed to forfeit up to an aggregate of 900,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On January 11, 2021, the underwriter fully exercised its over-allotment option; thus, these Founder Shares are no longer subject to forfeiture. The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) (v) with respect to 20 30-trading performance requirements that are less than the Per Share Transaction Value will be released, and (b) the number of Founder Shares that would be released upon the achievement of the next share price performance requirement that is higher than the Per Share Transaction Value (the “Release Threshold”), multiplied by a fraction, the numerator of which equals (x) 2, minus (y) the amount by which the Release Threshold exceeds the Per Share Transaction Value, and the denominator of which equals 2, will be released. Any Founder Shares not released pursuant to the preceding sentence will be forfeited and cancelled. Related Party Loans On July 22, 2020, the Sponsor agreed to loan the Company up to $600,000 pursuant to a promissory note (the “Note”), which was later amended on December 1, 2020. The Note is non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. On April 9, 2021, the Company issued an unsecured convertible promissory note (the “Convertible Note”) to the Company’s Chief Executive Officer, pursuant to which the Company may borrow up to $1,500,000 for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination. The Convertible Note does not bear any interest. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) January 11, 2023 and (ii) the effective date of the Business Combination (such earlier date, the “Maturity Date”). The Chief Executive Officer will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note into warrants to purchase the Company’s Class A ordinary shares, par value $0.0001 per share, at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s I P O Administrative Services Agreement Commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the management team. Administrative expenses were included within general and administrative expenses — related party in the unaudited condensed consolidated statements of operations. For the three and nine months ended September 30, 2021, the Company incurred $ and $ in administrative expenses, respectively. As of September 30, 2021, $ has been included in due to related party on the unaudited condensed consolidated balance sheets. There were administrative expenses incurred for the period from July 8, 2020 (inception) through September 30, 2020. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket |
Private Placement
Private Placement | 6 Months Ended | 9 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Ivanhoe Capital Acquisition Corp [Member] | |||
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.5 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $7.5 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 5,013,333 Private Placement Warrants, at a price of $ 1.50 Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash, Cash Equivalents, and Restricted Cash | 3. Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash consisted of the following (in thousands): September 30, December 31, 2021 2020 (Unaudited) Cash $ 25,098 $ 1,335 Cash equivalents: Money market funds . 4,995 1,104 Restricted cash: Certificates of deposit . 547 289 Total cash, cash equivalents, and restricted cash $ 30,640 $ 2,728 Restricted cash are money market funds held in collateral accounts that are restricted to secure letters of credit for corporate lease activity. The letters of credit are required to be maintained throughout the terms of the leases. If the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, restricted cash is not included within cash and cash equivalents and is reported separately on the condensed consolidated balance sheets. If the date of availability or disbursement is less than one-year, | 3. Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash consisted of the following (in thousands): December 31, 2020 2019 Cash $ 1,335 $ 201 Cash equivalents: Money market funds 1,104 25,198 Restricted cash: Certificates of deposit 289 583 Total cash, cash equivalents, and restricted cash $ 2,728 $ 25,982 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements | 4. Fair Value The following table presents information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): September 30, 2021 (Unaudited) Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 4,995 $ — $ — $ 4,995 Restricted cash: — 547 — 547 Short-term investments: Time deposit — 150,000 — 150,000 $ 4,995 $ 150,547 $ — $ 155,542 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 1,104 $ — $ — $ 1,104 Restricted cash — 289 — 289 Short-term investments: Corporate bonds — 4,299 — 4,299 Mutual funds — 7,992 — 7,992 $ 1,104 $ 12,580 $ — $ 13,684 As of September 30, 2021, the short-term investments consist of interest-bearing time deposit placed with major commercial bank in Singapore. The time deposit is classified as held-to-maturity available-for-sale. | 4. Fair Value The following table presents information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 1,104 $ — $ — $ 1,104 Restricted cash — 289 — 289 Short-term investments: Corporate bonds — 4,299 — 4,299 Mutual funds — 7,992 — 7,992 $ 1,104 $ 12,580 $ — $ 13,684 December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 25,198 $ — $ — $ 25,198 Restricted cash — 583 — 583 $ 25,198 $ 583 $ — $ 25,781 | |
Ivanhoe Capital Acquisition Corp [Member] | |||
Fair Value Measurements | NOTE 11 — FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of January 11, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Observable (Level 2) Significant Other Unobservable (Level 3) Liabilities: Derivative warrant liabilities – Public Warrants $ — $ — $ 14,628,000 Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 7,520,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation and Black-Scholes Option Pricing Model. The estimated fair value of the Private Placement Warrants and the Public Warrants was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Black-Scholes analysis relies upon appropriate inputs derived from the Monte Carlo simulation of the public warrants; namely, the underlying stock price and the implied volatility from the traded Public Warrant price. The Company estimates the volatility of its ordinary shares’ warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date: As of Option term (in years) 6.47 Stock price $ 9.91 Volatility 14.0 % Risk-free interest rate 0.75 % Expected dividends 0.00 % | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 276,052,152 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 13,340,000 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 7,419,730 Convertible note – related party $ — $ — $ 1,064,140 As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in February 2021, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants as of September 30, 2021 was measured utilizing the Level 1 input of the observable listed trading price for such warrants. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation and Black-Scholes Option Pricing Model. The estimated fair value of the Private Placement Warrants and the Public Warrants, prior to being separately listed and traded, was determined using Level 3 inputs. The estimated fair value of warrants that may be issued upon conversion of the Convertible Note was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and Black-Scholes Option Pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Black-Scholes analysis relies upon appropriate inputs derived from the Monte Carlo simulation of the public warrants; namely, the underlying stock price and the implied volatility from the traded Public Warrant price. The Company estimates the volatility of its ordinary shares warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, 2021 Option term (in years) 5.09 Stock price $ 9.90 Volatility 21.1 % Risk-free interest rate 0.99 % Expected dividends — % The following table provides quantitative information regarding Level 3 fair value measurements inputs used by the estimated fair value of warrants that may be issued upon conversion of the Convertible Note at their measurement dates: As of September 30, 2021 As of April 15, 2021 Option term (in years) 0.21 0.55 Stock price $ 1.48 $ 1.38 Volatility 72.0 % 67.5 % Risk-free interest rate 0.05 % 0.04 % Expected dividends — % — % The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 22,148,000 Transfer of Public Warrants to Level 1 measurement (14,628,000 ) Change in fair value of derivative warrant liabilities (451,200 ) Derivative warrant liabilities at March 31, 2021 7,068,800 Change in fair value of derivative warrant liabilities 2,576,360 Derivative warrant liabilities at June 30, 2021 9,645,160 Change in fair value of derivative warrant liabilities (2,225,430 ) Derivative warrant liabilities at September 30, 2021 $ 7,419,730 The change in the fair value of the convertible note — related party measured with Level 3 inputs for the three and the nine months ended September 30, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Initial fair value of convertible note – related party – second quarter 500,000 Change in fair value of convertible note – related party 131,260 Fair Value of convertible note – related party, June 30, 2021 631,260 Initial fair value of convertible note – related party – third quarter 444,694 Change in fair value of convertible note – related party (11,814 ) Fair Value of convertible note – related party, September 30, 2021 $ 1,064,140 |
Property And Equipment, Net
Property And Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure | 5. Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Laboratory machinery and equipment $ 6,227 $ 5,878 Office and computer equipment 234 213 Leasehold improvements 3,369 3,306 9,830 9,397 Less: Accumulated depreciation (3,786 ) (2,212 ) Property and equipment, net $ 6,044 $ 7,185 Depreciation expense was $1.6 million and $0.9 million in the y e |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure | 6. Intangible Assets, net In April and June of 2019, the Company purchased certain patents to maintain its competitive advantage for $1.9 million. Intangible assets, net consisted of the following (in thousands): December 31, 2020 2019 Intangible assets - Patents $ 1,918 $ 1,918 Less: Accumulated amortization (190 ) (62 ) Intangible assets, net $ 1,728 $ 1,856 Patents are amortized on a straight-line basis over their estimated useful life of 15 years. Amortization expense was $0.1 million and $0.1 million in the years ended December 31, 2020 and 2019, respectively. The estimated future amortization expenses for patent assets are as follows (in thousands): Year Ending $ 128 2022 128 2023 128 2024 128 2025 128 Thereafter 1,088 Total $ 1,728 |
Accrued compensation, Accrued E
Accrued compensation, Accrued Expenses And Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current | 5. Accrued compensation, accrued expenses and other current liabilities The table below summarizes accrued expenses and other liabilities which consists of the following (in thousands): Accrued compensation consisted of the following (in thousands): September 30, December 31, 2021 2020 (Unaudited) Accrued bonus $ 1,014 $ 1,068 Other 995 148 Accrued compensation $ 2,009 $ 1,216 Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2021 2020 (Unaudited) Deferred rent liabilities $ 239 $ 231 Payments received under joint development agreements 136 160 Accrued professional services 403 — Income taxes payable 137 115 Other 437 282 Accrued expenses and other current liabilities $ 1,352 $ 788 | 7. Accrued compensation, accrued expenses and other current liabilities The table below summarizes accrued expenses and other liabilities which consists of the following (in thousands): Accrued compensation consisted of the following (in thousands): December 31, 2020 2019 Accrued bonus $ 1,068 $ 441 Other 148 145 Accrued compensation $ 1,216 $ 586 Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred rent liabilities $ 231 $ 153 Accrual related to purchase of property and equipment 69 334 Income taxes payable 115 108 Other 373 418 Accrued expenses and other current liabilities $ 788 $ 1,013 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases In August 2016, the Company entered into an operating lease agreement to lease an office space in Woburn, Massachusetts with the lease term expiring in August 2021. Under the lease agreement, the Company has one five-year renewal option through August 2026. In May 2020, the Company extended the term of the lease by 5 years through August 2026. In February and March 2021, the Company amended the lease agreement. Under the terms of these amendments, the Company increased its leased space and the total base rental payments increased from approximately $0.8 million to approximately $1.5 million per year subject to annual cost of living increases up to 3%. The expiration date of the amended lease coincides with the expiration date of the original lease in accordance with the terms of prior amendments. In September 2018, the Company entered into an operating lease agreement to lease a manufacturing space in Shanghai, China with the original lease term expiring in August 2023 with renewal terms that can extend the lease term by providing application for renewal at least 90 days before the expiry. The annual rent payment per lease is $0.6 million subject to annual cost increase of 3%. In September 2021, the Company amended the lease agreement for its facility in Shanghai, China. Under the terms of this amendment, the Company increased its leased space and the total base rental payments increased to approximately $1.3 million per year. The expiration date of the amended lease will be August 2026. Upon execution of the agreements inclusive of escalating rent payments, expense is being recognized on a straight-line basis and the difference between the recognized rent expense and the amounts paid under the operating leases are being recorded as deferred rent and included in other short-term and long-term liabilities on the condensed consolidated balance sheets as follows (in thousands): September 30, December 31, 2021 2020 (Unaudited) Deferred rent included in accrued expenses and other current liabilities $ 239 $ 231 Deferred rent included in other liabilities 537 607 Total deferred rent $ 776 $ 838 Rent expense was $0.5 million and $0.3 million for the three months ended September 30, 2021 and 2020, respectively. Rent expense was $1.2 million and $0.9 million for the nine months ended September 30, 2021 and 2020, respectively. The future minimum payments at September 30, 2021 under all operating leases are as follows (in thousands): Year Ending Remainder of 2021 $ 358 2022 2,696 2023 2,449 2024 2,188 2025 2,235 Thereafter 1,389 Total future minimum lease payments $ 11,315 Legal Contingencies From time-to-time, | 8. Commitments and Contingencies Operating Leases In August 2016, the Company entered into an operating lease agreement to lease an office space in Woburn, Massachusetts with the lease term expiring in August 2021. Under the lease agreement, the Company has one five-year renewal option through August 2026. In May 2020, the Company In September 2018, the Company entered into an operating lease agreement to lease a manufacturing space in Shanghai, China with the lease term expiring in August 2023 with renewal terms that can extend the lease term by providing application for renewal at least 90 days before the expiry. The annual rent payment per lease is $0.6 million subject to annual cost increase of 3%. Upon execution of the agreements inclusive of escalating rent payments, expense is being recognized on a straight-line basis and the difference between the recognized rent expense and the amounts paid under the operating leases are being recorded as deferred rent and included in other short-term and long-term liabilities on the consolidated balance sheets as follows (in thousands): December 31, 2020 2019 Deferred rent included in accrued expenses and other current liabilities $ 231 $ 153 Deferred rent included in other liabilities 607 541 Total deferred rent $ 838 $ 694 Rent expense was $1.3 million and $1.1 million for the years ended December 31, 2020 and 2019, respectively. The future minimum payments at December 31, 2020 under all operating leases are as follows (in thousands): Year Ending $ 1,408 2022 1,390 2023 1,111 2024 823 2025 837 Thereafter 567 Total future minimum lease payments $ 6,136 Standby Letter of Credit During the course of ordinary business, the Company’s financial institution issues standby letters of credit on behalf of the Company to certain vendors of the Company. As of December 31, 2020, and 2019, the total value of the letters of credit issued by the financial institution are $0.3 million and $0.6 million, respectively. The letter of credit are related to deposit which the Company is required to make under its operating lease. No amounts have been drawn under the standby letter of credit. Legal Contingencies From time-to-time, | ||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Commitments and Contingencies | NOTE 7. COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | NOTE 6. COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 | Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Note payable
Note payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Note payable | 9. Note payable In April 2020, the Company applied for and received $0.8 million in PPP Note. Under the terms of the PPP Note, interest accrues on the outstanding principal at the rate of 1% per annum. Interest expense under the PPP Note was not material for the year ended December 31, 2020. The PPP Note is a forgivable loan and subsequent to year end, the Company received full forgiveness of all principal and interest in February 2021. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Redeemable Convertible Preferred Stock | 7. Redeemable Convertible Preferred Stock In April 2021, the Company entered into a stock purchase agreement whereby certain investors agreed to purchase $138.5 million in Series D redeemable convertible preferred stock, $0.000001 par value per share. Upon closing of the financing transaction in April 2021, the investors purchased 4,869,854 shares of Series D redeemable convertible preferred stock. In May 2021, the Company entered into a stock purchase agreement whereby an investor agreed to purchase $50.0 million in Series D plus redeemable convertible preferred stock, $0.000001 par value per share. Upon closing of the financing transaction in May 2021, the investor purchased 1,698,088 shares of Series D plus redeemable convertible preferred stock. The proceeds from the issuance of Series D and Series D plus redeemable convertible preferred stock will be used in future research and development activities and which may include the building of manufacturing prototyping lines for A-Sample pre- 2024. September 30, 2021 Series Issue Price per share Shares Authorized Shares Issued and Outstanding Liquidation Amount Carrying Amount Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 29,945 Series D $ 28.4413 4,869,854 4,869,854 138,505 138,257 Series D plus $ 29.4449 1,698,088 1,698,088 50,000 49,640 36,064,095 36,064,095 $ 271,148 $ 269,941 December 31, 2020 Series Issue Price Shares Shares Issued Liquidation Carrying Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 29,945 29,496,153 29,496,153 $ 82,643 $ 82,044 Voting The holders of Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred stock are entitled to vote on all matters on which the common stockholders are entitled to vote. On such matters, holders of Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred and common stock vote together with the holders of common stock as a single class. Each holder of the Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of redeemable convertible preferred stock held by such holder could then be converted. Conversion Shares of redeemable convertible preferred stock are convertible into common stock at the holders’ option at any time after the date of issuance of such share or automatically (i) immediately prior to the closing of a firm commitment underwritten public offering of the Company’s common stock at a price per share at least 2 times the Series D and Series D plus issuance price and with gross proceeds to the Company of at least $100 million, net of underwriting commission and discounts or (ii) upon the vote or receipt by the Company of a written request for such conversion from the holders of the 66% of the redeemable convertible preferred stock then outstanding, voting as a single class and on an as-converted any. Liquidation In the event of any liquidation of the Company, sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company, dissolution, or winding up of the Company, the holders of Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred stock will be entitled to receive, in preference to any distribution to the holders of common stock, an amount per share equal to the applicable issuance price together with any other dividends declared but unpaid thereon on each share of redeemable convertible preferred stock. If the assets of the Company legally available for distribution to the holders of given Series of redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full amounts of a given Series, then the assets of the Company will be distributed on a pro rata basis among the holders of such Series of redeemable convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to their liquidation preference. After the payment to the holders of redeemable convertible preferred stock of the full amounts above, the remaining assets of the Company will be distributed with equal priority and pro rata among the holders of the redeemable convertible preferred stock on an as-converted Dividends The holders of the Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred stock are entitled to receive dividends, when and if declared by the Board of Directors subject to adjustment for stock splits, stock dividends, combination of shares, reorganization, recapitalization, reclassification, or other similar event. The dividends are payable in preference and priority to any payment of any dividend on the common stock of the Company and are noncumulative. No dividends were declared by the Board of Directors during the nine months ended September 30, 2021. Redemption The redeemable convertible preferred stock is recorded in mezzanine equity because while it is not mandatorily redeemable, it will 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. | 10. Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock. The Company has the following redeemable convertible preferred stock issued and outstanding (in thousands, except share and per share data): December 31, 2020 and 2019 Issue Price Shares Shares Issued Liquidation Carrying Series per share Authorized and Outstanding Amount Amount Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 $ 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 $ 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 $ 29,945 29,496,153 29,496,153 $ 82,643 $ 82,044 Issuance of Redeemable Convertible Preferred Stock On November 6, 2018, the Company entered into a purchase agreement whereby the investors agreed to purchase 5,970,763 Series C plus redeemable convertible preferred stock, $0.000001 par value per share, at a per share price of $4.8361 for $28.9 million. The first closing of the financing transaction was completed in November 2018. The second closing of the financing transaction was completed in February 2019 and July 2019, whereby the investors purchased 232,582 shares of Series C plus redeemable convertible preferred stock in exchange for $1.1 million. Voting The holders of Series A, Series B, Series C and Series C plus redeemable convertible preferred stock are entitled to vote on all matters on which the common stockholders are entitled to vote. On such matters, holders of Series A, Series B, Series C and Series C plus redeemable convertible preferred and common stock vote together with the holders of common stock as a single class. Each holder of the Series A, Series B, Series C and Series C plus redeemable convertible preferred stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of redeemable convertible preferred stock held by such holder could then be converted. Conversion Shares of redeemable convertible preferred stock are convertible into common stock at the holders’ option at any time after the date of issuance of such share or automatically (i) immediately prior to the closing of a firm commitment underwritten public offering of the Company’s common stock at a price per share at least 2 times the Series C issuance price and with gross proceeds to the Company of at least $100 million, net of underwriting commission and discounts or (ii) upon the vote or receipt by the Company of a written request for such conversion from the holders of the 66% of the redeemable convertible preferred stock then outstanding, voting as a single class and on an as-converted Liquidation In the event of any liquidation of the Company, sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company, dissolution, or winding up of the Company, the holders of Series A, Series B, Series C and Series C plus redeemable convertible preferred stock will be entitled to receive, in preference to any distribution to the holders of common stock, an amount per share equal to the applicable issuance price together with any other dividends declared but unpaid thereon on each share of redeemable convertible preferred stock. If the assets of the Company legally available for distribution to the holders of given Series of redeemable convertible preferred stock are insufficient to permit the payment to such holders of the full amounts of a given Series, then the assets of the Company will be distributed on a pro rata basis among the holders of such Series of redeemable convertible preferred stock in proportion to the full amounts they would otherwise be entitled to receive pursuant to their liquidation preference. After the payment to the holders of redeemable convertible preferred stock of the full amounts above, the remaining assets of the Company will be distributed with equal priority and pro rata among the holders of the redeemable convertible preferred stock on an as-converted Dividends The holders of the Series A, Series B, Series C and Series C plus redeemable convertible preferred stock are entitled to receive dividends, when and if declared by the Board of Directors subject to adjustment for stock splits, stock dividends, combination of shares, reorganization, recapitalization, reclassification, or other similar event. The dividends are payable in preference and priority to any payment of any dividend on the common stock of the Company and are noncumulative. No dividends were declared by the Board of Directors for the years ended December 31, 2020 and 2019, respectively. Redemption The redeemable convertible preferred stock is recorded in mezzanine equity because while it is not mandatorily redeemable, it will 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share-based Payment Arrangement | 8. Stock-Based Compensation The Company’s 2018 Stock Incentive Plan (the “2018 Plan”) permits the granting of incentive stock options (“ISOs”) and non-statutory non-statutory Option awards are granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. The options issued under the 2018 Plan, which were rolled into the 2021 Plan, generally vest 25% upon completion of one year of service and 1/48 per month thereafter, however in certain instances options have been granted with immediate vesting. Options under the Plan generally expire 10 years from the date of grant. The following table summarizes the activity under the Company’s stock option plan (in thousands, except per share amount and contractual term): Number of Weighted- Number of Shares Average Shares Underlying Weighted- Remaining Aggregate Available Outstanding Average Exercise Contractual Intrinsic for Grant Options Price per Share Term (in years) Value Outstanding - 2,564,190 1,157,769 $ 0.72 7.8 $ 243 Additional shares authorized 486,975 — Options granted (2,587,516 ) 2,587,516 1.00 Options exercised — (20,539 ) 0.69 — — Options cancelled and forfeited 27,354 (27,354 ) 0.65 Outstanding - 491,003 3,697,392 $ 0.92 8.7 $ 231 Vested and expected to vest - 3,697,392 $ 0.92 8.7 $ 231 Exercisable - 867,272 $ 0.70 6.8 $ 202 Number of Weighted- Number of Shares Average Shares Underlying Weighted- Remaining Aggregate Available Outstanding Average Exercise Contractual Intrinsic for Grant Options Price per Share Term (in years) Value Outstanding - 2,818,286 903,700 $ 0.69 7.0 $ 138 Options granted (188,920 ) 188,920 0.82 Options exercised — — — — — Options cancelled and forfeited 30,641 (30,641 ) 0.82 Outstanding - 2,660,007 1,061,979 $ 0.71 7.9 $ 135 Vested and expected to vest - 1,061,979 $ 0.71 7.9 $ 135 Exercisable - 751,267 $ 0.68 7.7 $ 112 The weighted-average grant date fair value per share of stock options granted for the three months ended September 30, 2021 and 2020 was $0.93 and $0.47, respectively. The total grant date fair value of stock options vested was not material during the three and nine months ended September 30, 2021 and 2020. Valuation The Company records stock-based compensation expense for stock options based on the estimated fair value of stock options on the date of the grant using the Black-Scholes option-pricing model. The absence of a public market for the Company’s common stock requires the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The estimated grant date fair values of the employee stock options were calculated using the Black-Scholes option-pricing models based on the following assumptions: Three Months Ended Nine months Ended September 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Expected term (in years) 6.08 6.08 6.08 2.50 to 6.08 Risk-free interest rate 0.85% to 0.98% 0.37% 0.64% to 1.13% 0.26% to 0.94% Expected volatility 69.28% to 69.31% 64.43% 67.99% to 69.33% 61.76 to 68.43% Expected dividend rate — — — — Expected volatility - Expected term - time-to-vesting Expected dividend rate - Risk-free interest rate - Stock-based Compensation Expense The Company’s stock-based compensation included in its condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended Nine months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Research and development $ 34 $ 6 $ 89 $ 66 General and administrative 123 14 254 68 Total stock-based compensation $ 157 $ 20 $ 343 $ 134 No income tax benefit was recognized for this compensation expense in the condensed consolidated statements of operations and comprehensive loss, as the Company does not anticipate realizing any such benefit in the future. As of September 30, 2021 and 2020, there was $1.3 million and $0.1 million, respectively, of total unrecognized stock-based compensation cost related to unvested stock options, which the Company expects to recognize over an estimated weighted-average period of 3.3 years and 1.8 years, respectively. | 11. Stock-Based Compensation On May 3, 2013, the Company established the 2013 Share Incentive Plan (the “2013 Plan”) in which 3,721,986 shares of common stock were reserved for the issuance of incentive stock options (“ISOs”) and non-statutory . On March 30, 2021, the Company amended the 2018 Plan with the 2021 Share Incentive Plan (the “2021 Plan”) and the total shares reserved for future issuance under the 2021 Plan were increased by 486,975 shares. Upon approval of the 2021 Plan, any shares that, as of the date of stockholder approval, were reserved but not issued pursuant to any awards granted under the Company’s 2018 Plan were rolled into the 2021 Plan. In addition, any shares subject to stock options or similar awards granted under the 2018 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 2018 Plan that are forfeited or repurchased by the Company shall roll into the 2021 Plan. The 2021 Plan provides for the discretionary grant of incentive stock options, non-statutory Option awards are granted with an exercise price equal to the fair value of the Company’s common stock at the date of grant. Generally, options granted will vest 25% upon completion of one year of service and 1/48 per month thereafter; however, in certain instances options have been granted with immediate vesting. Options under all plans generally expire 10 years from the date of grant. The following table summarizes the activity under the Company’s stock option plan (in thousands, except per share data and contractual term): Weighted- Weighted- Number of Number of Average Average Shares Shares Underlying Exercise Remaining Aggregate Available for Outstanding Price per Contractual Intrinsic Grant Options Share Term (in years) Value Outstanding - 2,982,792 779,166 $ 0.44 7.0 $ 336 Options granted (537,200 ) 537,200 0.87 Options exercised — (40,000 ) 0.41 — 18 Options cancelled and forfeited 372,694 (372,666 ) 0.45 Outstanding - 2,818,286 903,700 $ 0.69 8.4 $ 138 Options granted (287,720 ) 287,720 0.81 Options exercised — — — — — Options cancelled and forfeited 33,624 (33,651 ) 0.75 Outstanding - 2,564,190 1,157,769 $ 0.72 7.8 $ 243 Vested and expected to vest - 903,700 $ 0.69 8.4 $ 138 Exercisable - 260,205 $ 0.45 7.0 $ 94 Vested and expected to vest - 1,157,769 $ 0.72 7.8 $ 243 Exercisable - 701,122 $ 0.66 7.4 $ 187 The weighted-average grant date fair value per share of stock options granted for the years ended December 31, 2020 and 2019 was $0.48 and $0.51, respectively. The total grant date fair value of stock options vested was $204,000 and $47,000 during the years ended December 31, 2020 and 2019, respectively. Valuation The Company records stock-based compensation expense for stock options based on the estimated fair value of stock options on the date of the grant using the Black-Scholes option-pricing model. The absence of a public market for the Company’s common stock requires the Company’s board of directors to estimate the fair value of its common stock for purposes of granting options and for determining stock-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies, developments and milestones in the Company, the rights and preferences of redeemable convertible preferred stock and common, and transactions involving the Company’s stock. The fair value of the Company’s common stock was determined in accordance with applicable elements of the American Institute of Certified Public Accountants guide, Valuation of Privately Held Company Equity Securities Issued as Compensation. The estimated grant date fair values of the employee stock options were calculated using the Black-Scholes option-pricing models based on the following assumptions: Year Ended December 31, 2020 2019 Expected term (in years) 5.0 - 6.1 - Risk-free interest rate 0.4% to 0.9% 1.6% to 2.5% Expected volatility 61.8% to 67.5% 61.8% to 62.7% Expected dividend rate 0% 0% Expected volatility Expected term time-to-vesting Expected dividend rate Risk-free interest rate Stock-based Compensation Expense The Company’s stock-based compensation included in its consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2020 2019 Research and development $ 72 $ 37 General and administrative 82 86 Total stock-based compensation $ 154 $ 123 No income tax benefit was recognized for this compensation expense in the consolidated statements of operations and comprehensive loss, as the Company does not anticipate realizing any such benefit in the future. As of December 31, 2020, there was $0.2 million of total unrecognized stock-based compensation cost related to unvested stock options, which the Company expects to recognize over an estimated weighted-average period of 2.5 years. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 6 Months Ended | 9 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | |
Ivanhoe Capital Acquisition Corp [Member] | ||
Class A Ordinary Shares Subject to Possible Redemption | NOTE 8. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue shares of Class A ordinary shares with a par value of $ per share. Holders of the Company’s Class A ordinary shares are entitled to vote for each ordinary share. As of January 11, 2021, there were shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the balance sheet. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Fair value of Public Warrants at issuance (14,628,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,971,596 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 29,599,596 Class A ordinary shares subject to possible redemption $ 276,000,000 | Note 8 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each ordinary share. As of September 30, 2021, there were 27,600,000 shares of Class A ordinary shares outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the unaudited condensed consolidated balance sheet. The Class A ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Fair value of Public Warrants at issuance (14,628,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,971,596 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 29,599,596 Class A ordinary shares subject to possible redemption $ 276,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Shareholders' Equity (Deficit) | 10. Stockholders’ Equity As of September 30, 2021, the Company has authorized the issuance of up to 45,000,000 shares of common stock, $0.000001 par value, and 36,064,095 shares of preferred stock, $0.000001 par value. Holders of the common stock are entitled to dividends when, as, and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2021, the Company had not declared any dividends. The holder of each share of common stock is entitled to one vote. The Company has the following shares of common stock available for future issuance on an as-if September 30, December 31, 2021 2020 (Unaudited) Redeemable convertible preferred stock 36,064,095 29,496,153 Common stock options outstanding 3,697,392 3,718,568 Shares reserved for issuance under the Share Incentive Plan 491,003 3,418 40,252,490 33,218,139 | 12. Stockholders’ Equity As of December 31, 2020, the Company has authorized the issuance of up to 45,000,000 shares of common stock, $0.000001 par value, and 29,496,153 shares of preferred stock, $0.000001 par value. Holders of the common stock are entitled to dividends when, as, and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2020, the Company had not declared any dividends. The holder of each share of common stock is entitled to one vote. The Company has the following shares of common stock available for future issuance on an as-if December 31, 2020 2019 Redeemable convertible preferred stock 29,496,153 29,496,153 Common stock options outstanding 1,157,796 903,700 Shares reserved for issuance under the 2018 Plan 2,564,190 2,818,286 33,218,139 33,218,139 | ||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Shareholders' Equity (Deficit) | NOTE 9. SHAREHOLDERS’ DEFICIT Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. In a vote to continue the company in jurisdiction outside the Cayman Islands (which required the approval of at least two thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one sub-divisions, Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one | NOTE 7. SHAREHOLDERS’ EQUITY Preference Shares Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. In a vote to continue the company in jurisdiction outside the Cayman Islands (which required the approval of at least two thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one sub-divisions, issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in party’ • at a price of $0.01 per warrant • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00 : Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 9 — Shareholders’ Equity (Deficit) Preference Shares — Class A Ordinary Shares — Class B Ordinary Shares — Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. In a vote to continue the company in jurisdiction outside the Cayman Islands (which required the approval of at least two thirds of the votes of all ordinary shares), holders of the Founder Shares will have ten votes for every Founder Share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the consummation of the initial Business Combination on a one-for-one sub-divisions, Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 6 Months Ended | 9 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | |
Ivanhoe Capital Acquisition Corp [Member] | ||
Derivative Warrant Liabilities | NOTE 10. DERIVATIVE WARRANT LIABILITIES Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the def The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading period starting The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “Closing Price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and • if, and only if, the Closing Price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 — Derivative Warrant Liabilities As of September 30, 2021, the Company had 9,200,000 Public Warrants and 5,013,333 Private Warrants outstanding. There were no warrants outstanding as of December 31, 2020. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price (the “closing price”) of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; and • if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 9. Income Taxes The effective tax rate was (0.04)% and 0 % for the three months ended September 30, 2021 and 2020, respectively. The effective tax rate was for the nine months ended September 30, 2021 and 2020, respectively. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of % principally results from losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of September 30, 2021 and December 31, 2020 and the recording of uncertain tax positions and interest expense. The Company’s deferred tax assets principally result from U.S. net operating loss carryforwards and research credits. Utilization of these attributes is dependent upon future levels of taxable income and may be subject to annual limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code. Such limitations may result in the expiration of these attributes before their utilization. The Company is evaluating the impact of the equity transactions that have occurred during the nine months ended September 30, 2021, however it does not believe there will be a material impact to the attributes. During the nine months ended September 30, 2021, there were no significant changes to the total amount of unrecognized tax benefits. | 13. Income Taxes The following table presents domestic and foreign components of income (loss) before income taxes (in thousands): December 31, 2020 2019 US $ (9,696 ) $ (12,672 ) Foreign (4,186 ) (1,922 ) $ (13,882 ) $ (14,594 ) A summary of the income tax provision is as follows (in thousands): December 31, 2020 2019 Current: Federal $ — $ — State 1 1 Foreign 6 107 7 108 Deferred: Federal — — State — — Foreign — — $ 7 $ 108 The reconciliation of the federal statutory income tax rate of 21% to the Company’s effective income tax rate is as follows (in percentage): December 31, 2020 2019 Federal statutory income tax rate 21.0 % 21.0 % Foreign Tax (0.1 )% (0.7 )% Foreign income taxed at non-US (0.2 )% (0.0 )% Other permanent items (0.9 )% (1.1 )% Research and development tax credits 2.2 % 3.0 % Unrecognized tax benefits (0.7 )% (0.7 )% Increase in Valuation Allowance (21.7 )% (21.8 )% Others 0.3 % (0.4 )% (0.1 )% (0.7 )% As discussed in Note 1, SES Holdings Pte. Ltd. is a Singapore private limited company and was formed in November 2018. As a result of the reorganization the Company undertook in 2018, SES Holdings Pte. Ltd. is also treated as a U.S. taxpayer for U.S. Federal income tax purposes in accordance with Internal Revenue Code Section 7874. SES Holdings Pte. Ltd. is the parent of the U.S. Federal consolidated income tax group. Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating losses $ 12,033 $ 9,142 Research and development tax credits 1,079 709 Accruals and Reserves 624 612 Stock-based compensation 93 65 Other 3 — Gross deferred tax assets 13,832 10,528 Valuation Allowance (13,711 ) (10,276 ) Total deferred tax assets 121 252 Deferred tax liabilities: Fixed Assets (121 ) (252 ) Total deferred tax liabilities (121 ) (252 ) Total net deferred tax assets $ — $ — Recognition of deferred tax assets is appropriate when r e As of December 31, 2020, the Company had Federal net operating loss carryforward of approximately $45.7 million, of which $9.2 million is for pre-2018 million is for pre-2018 pre-2018 As of December 31, 2020, the Company had Federal research credit carryforward of approximately $0.9 million, which begins to expire in 2033, and Massachusetts research credit carryforward of approximately $0.8 million, which begins to expire in 2030. As of December 31, 2019, the Company had Federal research credit carryforward of approximately $0.6 million, which begins to expire in 2033, and Massachusetts research credit carryforward of approximately $0.6 million, which begins to expire in 2030. The utilization of the Company’s net operating losses and R&D tax credit carryforwards may be subject to a substantial annual limitation due to the “change in ownership” provisions under Section 382 of the Internal Revenue Code, and similar state provisions. An “ownership change” is generally defined as a greater than 50 percent change (by value) in its equity ownership over a three-year period. The annual limitation may result in the expiration of the net operating loss carryforwards before their utilization. Through December 31, 2018, the Company had completed several financings since its inception, and performed the related analysis which concluded that changes in ownership had occurred, as defined by Sections 382 and 383 of the Internal Revenue Code. Based on the Section 382 analysis, the annual limitation to apply to the pre-2018 The Company is subject to income taxes in the U.S. Federal, state, and various foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s tax years remain open for examination within the U.S. for all years, until such time as the net operating losses are initially utilized. The Company’s tax years remain open for examination by foreign authorities beginning with the tax year ended December 31, 2018. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes ASC 740-10 de-recognition, A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): December 31, 2020 2019 Beginning of the year $ 707 $ — Increase - 760 600 Increase - — 107 End of the year $ 1,467 $ 707 As of December 31, 2020 and 2019, the total amount of unrecognized tax benefits was $1.5 million and $0.7 million which would affect income tax expense, if recognized, after consideration of any valuation allowance. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company includes interest and penalties related to unrecognized tax benefits within the benefit from (provision for) income taxes. As of the years ended December 31, 2020 and 2019, the total amount of gross interest accrued in each year was not material. |
Net Loss per Share
Net Loss per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 11. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Numerator: Net loss $ (7,995 ) $ (3,312 ) $ (18,219 ) $ (10,043 ) Denominator: Weighted-average shares of common stock outstanding 10,258,463 10,245,074 10,249,586 10,245,074 Net loss per common share - $ (0.78 ) $ (0.32 ) $ (1.78 ) $ (0.98 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: As of September 30, 2021 2020 (Unaudited) (Unaudited) Redeemable convertible preferred stock 36,064,095 29,496,153 Options to purchase common stock 3,697,392 1,061,979 Total 39,761,487 30,558,132 | 14. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2020 2019 Numerator: Net loss $ (13,889 ) $ (14,702 ) Denominator: Weighted-average shares of common stock outstanding 10,245,074 10,223,375 Net loss per common share - $ (1.36 ) $ (1.44 ) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Year Ended December 31, 2020 2019 Redeemable convertible preferred stock 29,496,153 29,496,153 Options to purchase common stock 1,157,796 903,700 Total 30,653,949 30,399,853 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 16. Employee benefit plan The Company offers a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan covers employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax |
Partnerships
Partnerships | 9 Months Ended |
Sep. 30, 2021 | |
Partnerships [Abstract] | |
Partnerships | 13. Partnerships In December 2020, the Company established a partnership with Hyundai Motor Company (“Hyundai”) when it entered into an arrangement to jointly research and develop (“R&D”) li-metal Further, in May 2021, the Company executed a Joint Development Agreements (“JDA”) with Hyundai to jointly develop an A-Sample In February 2021, the Company executed a JDA with GM Global Technology Operations LLC (“GM Technology”) and General Motors Holdings LLC (“GM Holdings”), to jointly R&D an A-Sample build-out be required to The JDAs with Hyundai and GM do not represent commitments by these manufacturers to purchase the Company’s Li-Metal |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 15. Segment and Geographic information The Company operates as one reportable segment as described in Note 2 to the consolidated financial statements. The Company’s long-lived assets consist primarily of property and equipment and intangible assets and are attributed to the geographic location in which they are located. Long-lived assets by geographical area were as follows (in thousands): December 31, 2020 2019 Property and equipment, net: United States $ 3,700 $ 4,618 China 2,344 2,567 Total property and equipment, net 6,044 7,185 Intangible assets, net: Singapore 1,728 1,856 Total intangible assets, net 1,728 1,856 Total long-lived assets $ 7,772 $ 9,041 |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | 14. Subsequent Events The Company evaluated subsequent events through November 11, 2021, the date these condensed consolidated financial statements were available to be issued, and concluded that no subsequent events have occurred that would require recognition in the Company’s condensed consolidated financial statements or disclosures in the notes to the condensed consolidated financial statements herein except as follows: Business Combination Agreement and PIPE Agreement On July 12, 2021, the Company entered into a business combination agreement with Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, and Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a wholly owned subsidiary of Ivanhoe (“Amalgamation Sub”), pursuant to which, among other things, Amalgamation Sub will amalgamate with the Company, with the Company surviving the Business Combination as a wholly-owned subsidiary of Ivanhoe (the “Business Combination”). In connection with the Business Combination, Ivanhoe will migrate out of the Cayman Islands and domesticate as a Delaware corporation prior to the closing of the Business Combination and will change its name to “SES AI Corporation” (“New SES”). Upon the consummation of the Business Combination, the following shall occur: • the Company’s outstanding ordinary shares, excluding shares held by Dr. Qichao Hu (the Company’s founder and Chief Executive Officer) and certain entities affiliated with Dr. Hu (collectively, the “SES Founder Group”), and redeemable convertible preference shares will be cancelled and convert into the right to receive shares of Class A common stock of New SES; • the Company’s outstanding ordinary shares held by the SES Founder Group will be cancelled and convert into the right to receive shares of Class B common stock of New SES; • the Company’s outstanding and unexercised options, whether vested or unvested, will be assumed by New SES and converted into an option to acquire Class A common stock of New SES at an adjusted exercise price per-share • the Company’s restricted shares that are issued, outstanding and subject to restrictions (including vesting) immediately prior to the Effective Time, if any, will be assumed by New SES and converted into shares of restricted New Class A common stock. Additionally, Company’s shareholders and option holders will be entitled to receive 30,000,000 “Earn-out Earn-Out Earn-Out vesting. Concurrently shares of New Class A common stock at a purchase price of per-share, On October 22, 2021, Ivanhoe entered into a Subscription Agreement with an additional PIPE Investor, pursuant to which the additional PIPE Investor has agreed to subscribe for and purchase an aggregate of 7,500,000 shares of New Class A common stock at a price of shares of New Class A common stock at a purchase price of per-sh a | 18. Subsequent Events The Company evaluated subsequent events through August 10, 2021, the date these consolidated financial statements were available to be issued, and concluded that no subsequent events have occurred that would require recognition in the Company’s consolidated financial statements or disclosures in the notes to the consolidated financial statements herein except as follows: Lease Agreement In February and March 2021, the Company amended the lease agreement for its office space in Woburn, Massachusetts. Under the terms of these amendments, the Company increased its leased space and the total base rental payments increased from approximately $0.8 million to approximately $1.5 million per year. The expiration date of the amended lease coincides with the expiration date of the original lease in accordance with the terms of prior amendments, as described in Note 8 “Commitments and Contingencies”. Stock Purchase Agreements In April 2021, the Company entered into a stock purchase agreement whereby certain investors agreed to purchase $138.5 million in Series D redeemable convertible preferred stock, $0.000001 par value per share. Upon closing of the financing transaction in April 2021, the investors purchased 4,869,854 shares of Series D redeemable convertible preferred stock. In May 2021, the Company entered into a stock purchase agreement whereby an investor agreed to purchase $50.0 million in Series D plus redeemable convertible preferred stock, $0.000001 par value per share. Upon closing of the financing transaction in May 2021, the investor purchased 1,698,088 shares of Series D plus redeemable convertible preferred stock. The proceeds from the issuance of Series D and Series D plus redeemable convertible preferred stock will be used in future research and development activities and which may include the building of manufacturing prototyping lines for A-Sample pre-production 2024. Partnerships General Motors (“GM”) is an existing investor in the Company and had participated in the previous redeemable convertible preferred stock financings. In February 2021, the Company executed a Joint Development Agreement (“JDA”) with GM, valued at over $50.0 million, to jointly develop an A-Sample The Company established pre-A-Sample A-Sample Business Combination Agreement and PIPE Agreement On July 12, 2021, the Company entered into a business combination agreement with Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, and Wormhole Merger Sub Pte. Ltd., a Singapore private company limited by shares and a wholly owned subsidiary of Ivanhoe (“Amalgamation Sub”), pursuant to which, among other things, Amalgamation Sub will amalgamate with the Company, with the Company surviving the Business Combination as a wholly-owned subsidiary of Ivanhoe (the “Business Combination”). In connection with the Business Combination, Ivanhoe will migrate out of the Cayman Islands and domesticate as a Delaware corporation prior to the closing of the Business Combination and will change its name to “SES AI Corporation” (“New SES”). Upon the consummation of the Business Combination, the following shall occur: • the Company’s outstanding ordinary shares, excluding shares held by Dr. Qichao Hu (the Company’s founder and Chief Executive Officer) and certain entities affiliated with Dr. Hu (collectively, the “SES Founder Group”), and redeemable convertible preferred shares were cancelled and converted into the right to receive shares of Class A common stock of New SES; • the Company’s outstanding ordinary shares held by the SES Founder Group were cancelled and converted into the right to receive shares of our Class B common stock; • the Company’s outstanding and unexercised options, whether vested or unvested, were assumed by the Company and converted into an option to acquire our Class A common stock at an adjusted exercise price per-share • the Company’s restricted shares that were issued, outstanding and subject to restrictions (including vesting) immediately prior to the Effective Time, were assumed by the Company and converted into shares of restricted Class A common stock. Additionally, the Company’s shareholders, option holders and holders of restricted shares are entitled to receive an aggregate of up to shares of our Class A common stock (valued at $ p “Earn-out Earn-Out Earn-Out Concurrently with the execution of the business combination agreement, Ivanhoe entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the consummation of the Business Combination, an aggregate of per-share, million from the Company’s existing shareholders. | ||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS On January 15, 2021, the Company repaid the Note of $500,000 in full. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued (January 15, 2021). Based upon this review, the Company did not identify any subsequent events, except as noted above and for the effects of the restatement in Note 2, that would have required adjustment or disclosure in the financial statement. | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than previously described in these financial statements, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date of the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Management believes that all adjustments necessary for the fair presentation of results, consisting of normally recurring items, have been included in the unaudited condensed consolidated financial statements for the interim periods presented. All material intercompany balances and transactions have been eliminated in consolidation. During the nine months ended September 30, 2021, there were no significant changes to the Company’s significant accounting policies as described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, except as described below: | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. | ||
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements, as well as the revenues, if any, and expenses incurred during the reporting periods. On an ongoing basis, the Company evaluates judgments and estimates, including those related to the fair value of common stock and other assumptions used to measure stock-based compensation, and valuation of deferred tax assets and uncertain income tax positions. The Company bases its estimates on historical experience and on various other factors that the Company believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known. Actual results could differ materially from those estimates. | |||
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents include all highly liquid investments, including money market funds with original maturity periods of three months or less when purchased. Money market funds are reported at fair value based upon quoted market prices. | |||
Restricted cash | Restricted cash Restricted cash are money market funds held in collateral accounts that are restricted to secure letters of credit for corporate lease activity. The letters of credit are required to be maintained throughout the terms of the leases. If the date of availability or disbursement is longer than one year and the balances are maintained under an agreement that legally restricts the use of such funds, restricted cash is not included within cash and cash equivalents and is reported separately on the consolidated balance sheet. If the date of availability or disbursement is less than one-year, | |||
Short-term investments | Short-term investments The Company considers investments with original maturities greater than three months and remaining maturities less than one year to be short-term investments. The short-term investments consist of corporate bonds and mutual funds which are classified as available-for-sale. Corporate bonds and mutual funds are carried at fair value based upon quoted market prices. Unrealized gains and losses on available-for-sale available-for-sale | |||
Concentration of Credit Risk | Concentrations of credit risk Financial instruments that subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, restricted cash and short-term investments. The Company seeks to mitigate its credit risk with respect to such concentrations by holding its deposits with large, reputable financial institutions and investing in high credit rated shorter-term instruments. | |||
Fair Value Measurements | Fair Value Measurements Fair value is defined as an exchange 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. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. GAAP establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: Level 1 Observable inputs such as quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 Inputs other than the quoted prices in active markets that are observable either directly or indirectly. Level 3 Unobservable inputs in which there are little or no market data and which require the Company to develop its own assumptions. The carrying amounts of cash equivalents and accounts payable approximate their fair value due to the short-term nature of these assets and liabilities. The carrying amount of the note payable approximates fair value due to its short-term maturity. | |||
Property and equipment | Property and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as shown below: Estimated Useful Life (in years) Laboratory machinery and equipment 5 - Office and computer equipment 3 - Furniture and fixtures 5 Leasehold improvements Shorter of useful life or lease term The Company will periodically assess the useful lives of the assets to determine whether events or circumstances may indicate that a revision to the useful life is warranted. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Construction-in-process | |||
Intangible Assets | Intangible Assets Intangible assets are stated at cost less accumulated amortization and are comprised of patents. The patents are amortized straight-line over the estimated useful life of 15 | |||
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long-lived assets for impairment whenever events indicate that a potential impairment may have occurred. If such events arise, the Company will compare the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the asset group, an impairment charge is recorded as the amount by which the carrying amount of the asset group exceeds the fair value of the assets, as based on the expected discounted future cash flows attributable to those assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. There were no impairments of long-lived assets during the years ended December 31, 2020 and 2019. | |||
Leases | Leases Leases are evaluated and recorded as capital leases if one of the following is true at inception: (a) the present value of minimum lease payments meets or exceeds 90% of the fair value of the asset, (b) the lease term is greater than or equal to 75% of the economic life of the asset, (c) the lease arrangement contains a bargain purchase option, or (d) title to the property transfers to the Company at the end of the lease. The Company records an asset and liability for capital leases at present value of the minimum lease payments based on the incremental borrowing rate. Assets are depreciated over the useful life in accordance with the Company’s depreciation policy while rental payments and interest on the liability are accounted for using the effective interest method. Leases that are not classified as capital leases are accounted for as operating leases. For leases that contain rent abatements or escalating rent payments, the Company recognizes rent expense on a straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. | |||
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company records all shares of redeemable convertible preferred stock at their respective fair values less issuance costs on the dates of issuance. The redeemable convertible preferred stock is recorded outside of stockholders’ deficit because, in the event of certain liquidation events considered not solely within the Company’s control, such as a change in control event and sale of all or substantially all of the Company’s assets, the redeemable convertible preferred stock will become redeemable at the option of the holders. If it becomes probable that the shares will become redeemable, the Company will re-measure | |||
Segment and geographic information | Segment and geographic information Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating and reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. All long-lived assets of the Company are located in the United States, China and Singapore (see Note 15). | |||
Research and Development Costs | Research and development costs Research and development costs are expensed as incurred. Research and development costs consist of expenses incurred in performing research and development activities, including compensation and benefits for full-time research and development employees, materials and supplies, payments to consultants, patent related legal costs, facility costs, depreciation, and travel expenses. Payments received by the Company under agreements with partners are being recognized as a reduction to research and development expense in the consolidated statements of operations and comprehensive loss. | |||
Stock-based compensation | Stock-based compensation The Company measures compensation expense for all stock options made to employees, directors, and non-employees The Company has only granted stock option awards with service-based vesting conditions. Accordingly, the fair value of options granted is estimated using the Black-Scholes option valuation model, which requires the Company to make assumptions and judgments about the variables used in the calculation, including the fair value of the underlying common stock, the expected term of the stock option (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the price of the Company’s common stock, the expected risk-free interest rate and the expected dividend yield of the Company’s common stock. The Company accounts for forfeitures when they occur. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. | |||
Income Taxes | Income taxes Income tax expense has been provided using the asset and liability method. Deferred tax assets and liabilities are determined based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that the deferred tax assets are not realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Company’s consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability within accrued expenses and other current liabilities on its consolidated balance sheets. | |||
Other Comprehensive Loss | Other Comprehensive Loss Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ deficit on the consolidated balance sheets. The components of comprehensive loss are net loss and foreign currency translation adjustments. The Company does not provide for income taxes on foreign currency translation adjustments since it does not provide for taxes on the unremitted earnings of its foreign subsidiaries. The changes in accumulated other comprehensive loss are included in the Company’s consolidated statements of operations and comprehensive loss. | |||
Net Income (Loss) Per Ordinary Share | Net loss per common share Basic and diluted net loss per share is presented in conformity with the two-class two-class | |||
Deferred offering costs | Deferred offering costs Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Company becoming a publicly traded company are capitalized. The deferred offering costs will be charged to stockholders’ equity upon the completion of the proposed transaction. In the event the offering is terminated, these deferred offering costs, as well as additional expenses to be incurred, will be expensed. | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02. right-of-use There have been no other newly issued or newly applicable accounting pronouncements that do not require adoption until a future date that have had, or are expected to have, a significant impact on the Company’s condensed consolidated financial statements. | Recent Accounting Pronouncements Adopted In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash 2016-18”). 2016-18 2016-18, beginning-of-period end-of-period In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting 2018-07”), non-employees. 2018-07 amendments amendments are effective for fiscal years beginning after December 15, 2019. The Company adopted this ASU on January 1, 2020. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement 2018-13”), 2018-13 | ||
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 2016-02. right-of-use | |||
Ivanhoe Capital Acquisition Corp [Member] | ||||
Basis of Presentation | Basis of presentation The accompanying financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q Regulation S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K | |
Restatement of Previously Reported Financial Statements | Restatement of Previously Reported Financial Statements In connection with the preparation of the Company’s unaudited condensed consolidated financial statements for the quarterly period ended September 30, 2021, the Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments in ASC 480 10-S99, In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error reported in the Company’s Form 10-Qs The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 277,256,530 $ — $ 277,256,530 Total liabilities $ 29,335,868 $ — $ 29,335,868 Class A ordinary shares subject to possible redemption 242,920,660 33,079,340 276,000,000 Preference shares — — — Class A ordinary shares 331 (331 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 3,503,723 (3,503,723 ) — Retained earnings (accumulated deficit) $ 1,495,258 (29,575,286 ) $ (28,080,028 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (33,079,340 ) $ (28,079,338 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,256,530 $ — $ 277,256,530 The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Supplemental Disclosure of Noncash Financing As Reported Adjustment As Restated Initial $ 240,513,990 $ (240,513,990 ) $ — Change $ (8,038,720 ) $ 8,038,720 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Total assets $ 277,467,799 $ — $ 277,467,799 Total liabilities $ 39,992,526 $ — $ 39,992,526 Class A ordinary shares subject to possible redemption 232,475,270 43,524,730 276,000,000 Preference shares — — — Class A ordinary shares 435 (435 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 13,949,009 (13,949,009 ) — Accumulated deficit $ (8,950,131 ) (29,575,286 ) $ (38,525,417 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (43,524,730 ) $ (38,524,727 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,467,799 $ — $ 277,467,799 The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 27,600,000 (3,066,667 ) 24,533,333 Basic and diluted earnings per ordinary share $ — $ 0.05 $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 27,600,000 — 27,600,000 Basic and diluted earnings per ordinary share $ — $ (0.30 ) $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 27,600,000 (1,524,862 ) 26,075,138 Basic and diluted earnings per ordinary share $ — $ (0.27 ) $ (0.27 ) Earnings Per Share for Class B ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 6,800,000 — 6,800,000 Basic and diluted earnings per ordinary share $ 0.22 $ (0.17 ) $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 6,900,000 — 6,900,000 Basic and diluted earnings per ordinary share $ (1.51 ) $ 1.21 $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 6,850,276 — 6,850,276 Basic and diluted earnings per ordinary share $ (1.31 ) $ 1.04 $ (0.27 ) The Company’s statement of shareholders’ equity (deficit) has been restated to reflect the changes to the impacted shareholders’ equity (deficit) accounts described above. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 240,513,990 $ (240,513,990 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (8,038,720 ) $ 8,038,720 $ — | |||
Use of Estimates | Use of estimates The preparation of financial statement in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Use of estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of January 11, 2021. | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2021 and December 31, 2020. | |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At January 11, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal depository insurance coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on the account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limits of $250,000 and any cash held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | ||
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements of the Company include its wholly-owned subsidiary, Wormhole Merger Sub Pte. Ltd., which was incorporated in Singapore on June 28, 2021, in connection with the planned business combination. All inter-company accounts and transactions are eliminated in consolidation. | |||
Emerging Growth Company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Cash Held In Trust Account | Cash held in Trust Account At January 11, 2021, the Company had $276.0 million in cash held in the Trust Account. | |||
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised | |||
Fair Value of Financial Instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets. The Company has elected the fair value option to account for its Convertible Note with its Sponsor as defined and more fully described in Note 5. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Convertible Note — related party on the condensed statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumption about the assumptions a market participant would use in pricing the asset or liability. | ||
Derivative Warrant Liabilities | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Public Warrants and the Private Placement Warrants (as defined in Note 5) are recognized as derivative liabilities in accordance with ASC 815-40. non-current | Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Subtopic 815-15 re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants (as defined in Note 4) (collectively, the “Warrant”) are recognized as derivative liabilities in accordance with ASC 815-40. non-current | ||
Offering Costs Associated with the Initial Public Offering | Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current | Offering costs associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred that were directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating non-current | |
Class A Ordinary Shares Subject to Possible Redemption | Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at January 11, 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 27,600,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s unaudited condensed consolidated balance sheets. As of December 31, 2020, there were no Class A ordinary shares subject to possible redemption. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in | ||
Income Taxes | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income taxes FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 14,213,280 Class A ordinary share in the calculation of diluted income (loss) per ordinary share, because their exercise is contingent upon future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per share ordinary for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share for each class of ordinary shares: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 For the Period From July 8, 2020 (Inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,699,294 $ 674,824 $ (4,405,422 ) $ (1,137,770 ) $ — $ (20,233 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 26,589,011 6,867,033 — 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.17 ) $ (0.17 ) $ — $ (0.00 ) | |||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) — Contracts in Entity’ Own Equity (Subtopic 815-40): 2020-06”), 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
Restatement Of Previously Fil_2
Restatement Of Previously Filed Balance Sheet (Tables) | 6 Months Ended | 9 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | |
Ivanhoe Capital Acquisition Corp [Member] | ||
Schedule of impact of restatement on the balance sheets | The following tables summarize the effect of the revision on each financial statement line item as of the date indicated: As of January 11, 2021 8-K Adjustment As Restated Total assets $ 278,183,053 $ — $ 278,183,053 Total current liabilities $ 861,057 $ — $ 861,057 Deferred underwriting commissions 9,660,000 — 9,660,000 Derivative warrant liabilities — 22,148,000 22,148,000 Total liabilities $ 10,521,057 $ 22,148,000 $ 32,669,057 Class A ordinary shares subject to possible redemption 262,661,990 13,338,010 276,000,000 Preference shares — — — Class A ordinary shares 133 (133 ) — Class B ordinary shares 690 — 690 Additional paid-in 5,040,999 (5,040,999 ) — Accumulated deficit (41,816 ) (30,444,878 ) (30,486,694 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (35,486,010 ) $ (30,486,004 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 278,183,053 $ — $ 278,183,053 | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 277,256,530 $ — $ 277,256,530 Total liabilities $ 29,335,868 $ — $ 29,335,868 Class A ordinary shares subject to possible redemption 242,920,660 33,079,340 276,000,000 Preference shares — — — Class A ordinary shares 331 (331 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 3,503,723 (3,503,723 ) — Retained earnings (accumulated deficit) $ 1,495,258 (29,575,286 ) $ (28,080,028 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (33,079,340 ) $ (28,079,338 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,256,530 $ — $ 277,256,530 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Supplemental Disclosure of Noncash Financing As Reported Adjustment As Restated Initial $ 240,513,990 $ (240,513,990 ) $ — Change $ (8,038,720 ) $ 8,038,720 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Total assets $ 277,467,799 $ — $ 277,467,799 Total liabilities $ 39,992,526 $ — $ 39,992,526 Class A ordinary shares subject to possible redemption 232,475,270 43,524,730 276,000,000 Preference shares — — — Class A ordinary shares 435 (435 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 13,949,009 (13,949,009 ) — Accumulated deficit $ (8,950,131 ) (29,575,286 ) $ (38,525,417 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (43,524,730 ) $ (38,524,727 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,467,799 $ — $ 277,467,799 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 240,513,990 $ (240,513,990 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (8,038,720 ) $ 8,038,720 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 27,600,000 (3,066,667 ) 24,533,333 Basic and diluted earnings per ordinary share $ — $ 0.05 $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 27,600,000 — 27,600,000 Basic and diluted earnings per ordinary share $ — $ (0.30 ) $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 27,600,000 (1,524,862 ) 26,075,138 Basic and diluted earnings per ordinary share $ — $ (0.27 ) $ (0.27 ) Earnings Per Share for Class B ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 6,800,000 — 6,800,000 Basic and diluted earnings per ordinary share $ 0.22 $ (0.17 ) $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 6,900,000 — 6,900,000 Basic and diluted earnings per ordinary share $ (1.51 ) $ 1.21 $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 6,850,276 — 6,850,276 Basic and diluted earnings per ordinary share $ (1.31 ) $ 1.04 $ (0.27 ) |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net income (loss) per common share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Numerator: Net loss $ (7,995 ) $ (3,312 ) $ (18,219 ) $ (10,043 ) Denominator: Weighted-average shares of common stock outstanding 10,258,463 10,245,074 10,249,586 10,245,074 Net loss per common share - $ (0.78 ) $ (0.32 ) $ (1.78 ) $ (0.98 ) | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2020 2019 Numerator: Net loss $ (13,889 ) $ (14,702 ) Denominator: Weighted-average shares of common stock outstanding 10,245,074 10,223,375 Net loss per common share - $ (1.36 ) $ (1.44 ) | |
Schedule of Estimated Useful Lives of the Assets | Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as shown below: Estimated Useful Life (in years) Laboratory machinery and equipment 5 - Office and computer equipment 3 - Furniture and fixtures 5 Leasehold improvements Shorter of useful life or lease term | ||
Ivanhoe Capital Acquisition Corp [Member] | |||
Summary of effect of the financial statement adjustments related to the restatement | The following tables summarize the effect of the revision on each financial statement line item as of the date indicated: As of January 11, 2021 8-K Adjustment As Restated Total assets $ 278,183,053 $ — $ 278,183,053 Total current liabilities $ 861,057 $ — $ 861,057 Deferred underwriting commissions 9,660,000 — 9,660,000 Derivative warrant liabilities — 22,148,000 22,148,000 Total liabilities $ 10,521,057 $ 22,148,000 $ 32,669,057 Class A ordinary shares subject to possible redemption 262,661,990 13,338,010 276,000,000 Preference shares — — — Class A ordinary shares 133 (133 ) — Class B ordinary shares 690 — 690 Additional paid-in 5,040,999 (5,040,999 ) — Accumulated deficit (41,816 ) (30,444,878 ) (30,486,694 ) Total shareholders’ equity (deficit) $ 5,000,006 $ (35,486,010 ) $ (30,486,004 ) Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit) $ 278,183,053 $ — $ 278,183,053 | The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021: As of March 31, 2021 As Previously Adjustment As Restated Total assets $ 277,256,530 $ — $ 277,256,530 Total liabilities $ 29,335,868 $ — $ 29,335,868 Class A ordinary shares subject to possible redemption 242,920,660 33,079,340 276,000,000 Preference shares — — — Class A ordinary shares 331 (331 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 3,503,723 (3,503,723 ) — Retained earnings (accumulated deficit) $ 1,495,258 (29,575,286 ) $ (28,080,028 ) Total shareholders’ equity (deficit) $ 5,000,002 $ (33,079,340 ) $ (28,079,338 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,256,530 $ — $ 277,256,530 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021: Supplemental Disclosure of Noncash Financing As Reported Adjustment As Restated Initial $ 240,513,990 $ (240,513,990 ) $ — Change $ (8,038,720 ) $ 8,038,720 $ — The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021: As of June 30, 2021 As Previously Adjustment As Restated Total assets $ 277,467,799 $ — $ 277,467,799 Total liabilities $ 39,992,526 $ — $ 39,992,526 Class A ordinary shares subject to possible redemption 232,475,270 43,524,730 276,000,000 Preference shares — — — Class A ordinary shares 435 (435 ) — Class B ordinary shares 690 — 690 Additional paid-in $ 13,949,009 (13,949,009 ) — Accumulated deficit $ (8,950,131 ) (29,575,286 ) $ (38,525,417 ) Total shareholders’ equity (deficit) $ 5,000,003 $ (43,524,730 ) $ (38,524,727 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) $ 277,467,799 $ — $ 277,467,799 The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021: Supplemental Disclosure of Noncash Financing Activities: As Reported Adjustment As Restated Initial value of Class A ordinary shares subject to possible redemption $ 240,513,990 $ (240,513,990 ) $ — Change in value of Class A ordinary shares subject to possible redemption $ (8,038,720 ) $ 8,038,720 $ — The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods: Earnings Per Share for Class A ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 27,600,000 (3,066,667 ) 24,533,333 Basic and diluted earnings per ordinary share $ — $ 0.05 $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 27,600,000 — 27,600,000 Basic and diluted earnings per ordinary share $ — $ (0.30 ) $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 27,600,000 (1,524,862 ) 26,075,138 Basic and diluted earnings per ordinary share $ — $ (0.27 ) $ (0.27 ) Earnings Per Share for Class B ordinary shares As Reported Adjustment As Restated For the three months ended March 31, 2021 Net income $ 1,528,079 $ — $ 1,528,079 Weighted average shares outstanding 6,800,000 — 6,800,000 Basic and diluted earnings per ordinary share $ 0.22 $ (0.17 ) $ 0.05 For three months ended June 30, 2021 Net loss $ (10,445,389 ) $ — $ (10,445,389 ) Weighted average shares outstanding 6,900,000 — 6,900,000 Basic and diluted earnings per ordinary share $ (1.51 ) $ 1.21 $ (0.30 ) For the six months ended June 30, 2021 Net loss $ (8,917,310 ) $ — $ (8,917,310 ) Weighted average shares outstanding 6,850,276 — 6,850,276 Basic and diluted earnings per ordinary share $ (1.31 ) $ 1.04 $ (0.27 ) | |
Schedule of basic and diluted net income (loss) per common share | For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 For the Period From July 8, 2020 (Inception) Through September 30, 2020 Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 2,699,294 $ 674,824 $ (4,405,422 ) $ (1,137,770 ) $ — $ (20,233 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 27,600,000 6,900,000 26,589,011 6,867,033 — 6,000,000 Basic and diluted net income (loss) per ordinary share $ 0.10 $ 0.10 $ (0.17 ) $ (0.17 ) $ — $ (0.00 ) |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Cash, Cash Equivalents Restricted Cash and Restricted Cash Equivalents | Cash, cash equivalents, and restricted cash consisted of the following (in thousands): September 30, December 31, 2021 2020 (Unaudited) Cash $ 25,098 $ 1,335 Cash equivalents: Money market funds . 4,995 1,104 Restricted cash: Certificates of deposit . 547 289 Total cash, cash equivalents, and restricted cash $ 30,640 $ 2,728 | Cash, cash equivalents, and restricted cash consisted of the following (in thousands): December 31, 2020 2019 Cash $ 1,335 $ 201 Cash equivalents: Money market funds 1,104 25,198 Restricted cash: Certificates of deposit 289 583 Total cash, cash equivalents, and restricted cash $ 2,728 $ 25,982 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Summary of related party role in entity and voting interest on fully diluted basis | As of September 30, 2021 and December 31, 2020, the following were considered as related parties due to their role in the Company and/or voting interest on a fully diluted basis: Voting Voting in 2021 on a in 2020 on a fully diluted fully diluted Name Role basis basis Dr. Qichao Hu Chief Executive Officer, Founder and Board representation 13.4 % 15.5 % Long Siang Pte. Ltd Board representation 8.3 % 9.6 % Vertex Legacy Continuation Fund Pte. Ltd Board representation 9.7 % 10.8 % General Motors Ventures LLC Board representation 7.0 % 7.3 % Tianqi Lithium HK Co., Ltd. Board representation 9.3 % 10.8 % Anderson Investments Pte. Ltd. Board representation 8.7 % 10.0 % SK Holdings Board representation 12.9 % 11.9 % | As of December 31, 2020 and 2019, the following were considered related parties due to their role in the Company and/or voting interest on a fully diluted basis: Name Role Voting Interest in 2020 and 2019 on a fully diluted basis Dr. Qichao Hu Chief Executive Officer, Founder and Board representation 15.47 % Long Siang Pte. Ltd. Board representation 9.58 % Vertex Legacy Continuation Fund Pte. Ltd. Board representation 10.79 % General Motors Ventures LLC Board representation 7.25 % Tianqi Lithium HK Co., Ltd. Board representation 10.76 % Anderson Investments Pte. Ltd. Board representation 10.04 % SK Holdings Board representation 11.89 % |
Property And Equipment, Net (Ta
Property And Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Laboratory machinery and equipment $ 6,227 $ 5,878 Office and computer equipment 234 213 Leasehold improvements 3,369 3,306 9,830 9,397 Less: Accumulated depreciation (3,786 ) (2,212 ) Property and equipment, net $ 6,044 $ 7,185 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following (in thousands): December 31, 2020 2019 Intangible assets - Patents $ 1,918 $ 1,918 Less: Accumulated amortization (190 ) (62 ) Intangible assets, net $ 1,728 $ 1,856 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expenses for patent assets are as follows (in thousands): Year Ending $ 128 2022 128 2023 128 2024 128 2025 128 Thereafter 1,088 Total $ 1,728 |
Accrued compensation, Accrued_2
Accrued compensation, Accrued Expenses And Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule Of Employee Related Liabilities Current | Accrued compensation consisted of the following (in thousands): September 30, December 31, 2021 2020 (Unaudited) Accrued bonus $ 1,014 $ 1,068 Other 995 148 Accrued compensation $ 2,009 $ 1,216 | Accrued compensation consisted of the following (in thousands): December 31, 2020 2019 Accrued bonus $ 1,068 $ 441 Other 148 145 Accrued compensation $ 1,216 $ 586 |
Schedule Of Accrued Liabilities And Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, December 31, 2021 2020 (Unaudited) Deferred rent liabilities $ 239 $ 231 Payments received under joint development agreements 136 160 Accrued professional services 403 — Income taxes payable 137 115 Other 437 282 Accrued expenses and other current liabilities $ 1,352 $ 788 | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Deferred rent liabilities $ 231 $ 153 Accrual related to purchase of property and equipment 69 334 Income taxes payable 115 108 Other 373 418 Accrued expenses and other current liabilities $ 788 $ 1,013 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Summary of Deferred Rent | Upon execution of the agreements inclusive of escalating rent payments, expense is being recognized on a straight-line basis and the difference between the recognized rent expense and the amounts paid under the operating leases are being recorded as deferred rent and included in other short-term and long-term liabilities on the condensed consolidated balance sheets as follows (in thousands): September 30, December 31, 2021 2020 (Unaudited) Deferred rent included in accrued expenses and other current liabilities $ 239 $ 231 Deferred rent included in other liabilities 537 607 Total deferred rent $ 776 $ 838 | Upon execution of the agreements inclusive of escalating rent payments, expense is being recognized on a straight-line basis and the difference between the recognized rent expense and the amounts paid under the operating leases are being recorded as deferred rent and included in other short-term and long-term liabilities on the consolidated balance sheets as follows (in thousands): December 31, 2020 2019 Deferred rent included in accrued expenses and other current liabilities $ 231 $ 153 Deferred rent included in other liabilities 607 541 Total deferred rent $ 838 $ 694 |
Summary of Future Minimum Operating Lease Payments | The future minimum payments at September 30, 2021 under all operating leases are as follows (in thousands): Year Ending Remainder of 2021 $ 358 2022 2,696 2023 2,449 2024 2,188 2025 2,235 Thereafter 1,389 Total future minimum lease payments $ 11,315 | The future minimum payments at December 31, 2020 under all operating leases are as follows (in thousands): Year Ending $ 1,408 2022 1,390 2023 1,111 2024 823 2025 837 Thereafter 567 Total future minimum lease payments $ 6,136 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Schedule of Redeemable Convertible Preferred Stock Issued and Outstanding | The Company has the following redeemable convertible preferred stock issued and outstanding (in thousands, except share and per share data): September 30, 2021 Series Issue Price per share Shares Authorized Shares Issued and Outstanding Liquidation Amount Carrying Amount Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 29,945 Series D $ 28.4413 4,869,854 4,869,854 138,505 138,257 Series D plus $ 29.4449 1,698,088 1,698,088 50,000 49,640 36,064,095 36,064,095 $ 271,148 $ 269,941 December 31, 2020 Series Issue Price Shares Shares Issued Liquidation Carrying Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 29,945 29,496,153 29,496,153 $ 82,643 $ 82,044 | The Company has the following redeemable convertible preferred stock issued and outstanding (in thousands, except share and per share data): December 31, 2020 and 2019 Issue Price Shares Shares Issued Liquidation Carrying Series per share Authorized and Outstanding Amount Amount Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 $ 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 $ 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 $ 29,945 29,496,153 29,496,153 $ 82,643 $ 82,044 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary Of Stock Option plan Activity | The following table summarizes the activity under the Company’s stock option plan (in thousands, except per share amount and contractual term): Number of Weighted- Number of Shares Average Shares Underlying Weighted- Remaining Aggregate Available Outstanding Average Exercise Contractual Intrinsic for Grant Options Price per Share Term (in years) Value Outstanding - 2,564,190 1,157,769 $ 0.72 7.8 $ 243 Additional shares authorized 486,975 — Options granted (2,587,516 ) 2,587,516 1.00 Options exercised — (20,539 ) 0.69 — — Options cancelled and forfeited 27,354 (27,354 ) 0.65 Outstanding - 491,003 3,697,392 $ 0.92 8.7 $ 231 Vested and expected to vest - 3,697,392 $ 0.92 8.7 $ 231 Exercisable - 867,272 $ 0.70 6.8 $ 202 Number of Weighted- Number of Shares Average Shares Underlying Weighted- Remaining Aggregate Available Outstanding Average Exercise Contractual Intrinsic for Grant Options Price per Share Term (in years) Value Outstanding - 2,818,286 903,700 $ 0.69 7.0 $ 138 Options granted (188,920 ) 188,920 0.82 Options exercised — — — — — Options cancelled and forfeited 30,641 (30,641 ) 0.82 Outstanding - 2,660,007 1,061,979 $ 0.71 7.9 $ 135 Vested and expected to vest - 1,061,979 $ 0.71 7.9 $ 135 Exercisable - 751,267 $ 0.68 7.7 $ 112 | The following table summarizes the activity under the Company’s stock option plan (in thousands, except per share data and contractual term): Weighted- Weighted- Number of Number of Average Average Shares Shares Underlying Exercise Remaining Aggregate Available for Outstanding Price per Contractual Intrinsic Grant Options Share Term (in years) Value Outstanding - 2,982,792 779,166 $ 0.44 7.0 $ 336 Options granted (537,200 ) 537,200 0.87 Options exercised — (40,000 ) 0.41 — 18 Options cancelled and forfeited 372,694 (372,666 ) 0.45 Outstanding - 2,818,286 903,700 $ 0.69 8.4 $ 138 Options granted (287,720 ) 287,720 0.81 Options exercised — — — — — Options cancelled and forfeited 33,624 (33,651 ) 0.75 Outstanding - 2,564,190 1,157,769 $ 0.72 7.8 $ 243 Vested and expected to vest - 903,700 $ 0.69 8.4 $ 138 Exercisable - 260,205 $ 0.45 7.0 $ 94 Vested and expected to vest - 1,157,769 $ 0.72 7.8 $ 243 Exercisable - 701,122 $ 0.66 7.4 $ 187 |
Schedule Of Fair Value Of the Employee Stock Options Calculated Using Black scholes Option Pricing Models based on Valuation Assumptions | The estimated grant date fair values of the employee stock options were calculated using the Black-Scholes option-pricing models based on the following assumptions: Three Months Ended Nine months Ended September 30, 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Expected term (in years) 6.08 6.08 6.08 2.50 to 6.08 Risk-free interest rate 0.85% to 0.98% 0.37% 0.64% to 1.13% 0.26% to 0.94% Expected volatility 69.28% to 69.31% 64.43% 67.99% to 69.33% 61.76 to 68.43% Expected dividend rate — — — — | The estimated grant date fair values of the employee stock options were calculated using the Black-Scholes option-pricing models based on the following assumptions: Year Ended December 31, 2020 2019 Expected term (in years) 5.0 - 6.1 - Risk-free interest rate 0.4% to 0.9% 1.6% to 2.5% Expected volatility 61.8% to 67.5% 61.8% to 62.7% Expected dividend rate 0% 0% |
Schedule Of Stock Based Compensation included in its consolidated statements of operations and comprehensive loss | The Company’s stock-based compensation included in its condensed consolidated statements of operations and comprehensive loss was as follows (in thousands): Three Months Ended Nine months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Research and development $ 34 $ 6 $ 89 $ 66 General and administrative 123 14 254 68 Total stock-based compensation $ 157 $ 20 $ 343 $ 134 | The Company’s stock-based compensation included in its consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2020 2019 Research and development $ 72 $ 37 General and administrative 82 86 Total stock-based compensation $ 154 $ 123 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation of Class A ordinary share subject to possible redemption reflected on the condensed balance sheet | The Company has the following redeemable convertible preferred stock issued and outstanding (in thousands, except share and per share data): September 30, 2021 Series Issue Price per share Shares Authorized Shares Issued and Outstanding Liquidation Amount Carrying Amount Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 29,945 Series D $ 28.4413 4,869,854 4,869,854 138,505 138,257 Series D plus $ 29.4449 1,698,088 1,698,088 50,000 49,640 36,064,095 36,064,095 $ 271,148 $ 269,941 December 31, 2020 Series Issue Price Shares Shares Issued Liquidation Carrying Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 29,945 29,496,153 29,496,153 $ 82,643 $ 82,044 | The Company has the following redeemable convertible preferred stock issued and outstanding (in thousands, except share and per share data): December 31, 2020 and 2019 Issue Price Shares Shares Issued Liquidation Carrying Series per share Authorized and Outstanding Amount Amount Series A $ 0.8340 5,395,685 5,395,685 $ 4,500 $ 4,413 Series B $ 2.2513 5,108,073 5,108,073 11,500 $ 11,362 Series C $ 2.8652 12,789,050 12,789,050 36,643 $ 36,324 Series C plus $ 4.8361 6,203,345 6,203,345 30,000 $ 29,945 29,496,153 29,496,153 $ 82,643 $ 82,044 | |
Ivanhoe Capital Acquisition Corp [Member] | |||
Schedule of reconciliation of Class A ordinary share subject to possible redemption reflected on the condensed balance sheet | The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Fair value of Public Warrants at issuance (14,628,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,971,596 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 29,599,596 Class A ordinary shares subject to possible redemption $ 276,000,000 | The Class A ordinary shares subject to possible redemption reflected on the unaudited condensed consolidated balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Fair value of Public Warrants at issuance (14,628,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (14,971,596 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 29,599,596 Class A ordinary shares subject to possible redemption $ 276,000,000 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of Shares of Common Stock Available for Future Issuance on an as if Converted Basis | The Company has the following shares of common stock available for future issuance on an as-if September 30, December 31, 2021 2020 (Unaudited) Redeemable convertible preferred stock 36,064,095 29,496,153 Common stock options outstanding 3,697,392 3,718,568 Shares reserved for issuance under the Share Incentive Plan 491,003 3,418 40,252,490 33,218,139 | The Company has the following shares of common stock available for future issuance on an as-if December 31, 2020 2019 Redeemable convertible preferred stock 29,496,153 29,496,153 Common stock options outstanding 1,157,796 903,700 Shares reserved for issuance under the 2018 Plan 2,564,190 2,818,286 33,218,139 33,218,139 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Numerator: Net loss $ (7,995 ) $ (3,312 ) $ (18,219 ) $ (10,043 ) Denominator: Weighted-average shares of common stock outstanding 10,258,463 10,245,074 10,249,586 10,245,074 Net loss per common share - $ (0.78 ) $ (0.32 ) $ (1.78 ) $ (0.98 ) | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Year Ended December 31, 2020 2019 Numerator: Net loss $ (13,889 ) $ (14,702 ) Denominator: Weighted-average shares of common stock outstanding 10,245,074 10,223,375 Net loss per common share - $ (1.36 ) $ (1.44 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: As of September 30, 2021 2020 (Unaudited) (Unaudited) Redeemable convertible preferred stock 36,064,095 29,496,153 Options to purchase common stock 3,697,392 1,061,979 Total 39,761,487 30,558,132 | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect: Year Ended December 31, 2020 2019 Redeemable convertible preferred stock 29,496,153 29,496,153 Options to purchase common stock 1,157,796 903,700 Total 30,653,949 30,399,853 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Income (Loss) Before Income Taxes | The following table presents domestic and foreign components of income (loss) before income taxes (in thousands): December 31, 2020 2019 US $ (9,696 ) $ (12,672 ) Foreign (4,186 ) (1,922 ) $ (13,882 ) $ (14,594 ) |
Summary of the Income Tax Provision | A summary of the income tax provision is as follows (in thousands): December 31, 2020 2019 Current: Federal $ — $ — State 1 1 Foreign 6 107 7 108 Deferred: Federal — — State — — Foreign — — $ 7 $ 108 |
Schedule of Reconciliation of the Federal Statutory Tax Rate to the Effective Income Tax Rate | The reconciliation of the federal statutory income tax rate of 21% to the Company’s effective income tax rate is as follows (in percentage): December 31, 2020 2019 Federal statutory income tax rate 21.0 % 21.0 % Foreign Tax (0.1 )% (0.7 )% Foreign income taxed at non-US (0.2 )% (0.0 )% Other permanent items (0.9 )% (1.1 )% Research and development tax credits 2.2 % 3.0 % Unrecognized tax benefits (0.7 )% (0.7 )% Increase in Valuation Allowance (21.7 )% (21.8 )% Others 0.3 % (0.4 )% (0.1 )% (0.7 )% |
Schedule of Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2020 and 2019, are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Net operating losses $ 12,033 $ 9,142 Research and development tax credits 1,079 709 Accruals and Reserves 624 612 Stock-based compensation 93 65 Other 3 — Gross deferred tax assets 13,832 10,528 Valuation Allowance (13,711 ) (10,276 ) Total deferred tax assets 121 252 Deferred tax liabilities: Fixed Assets (121 ) (252 ) Total deferred tax liabilities (121 ) (252 ) Total net deferred tax assets $ — $ — |
Schedule of Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows (in thousands): December 31, 2020 2019 Beginning of the year $ 707 $ — Increase - 760 600 Increase - — 107 End of the year $ 1,467 $ 707 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule Of Long lived Assets by geographical areas | Long-lived assets by geographical area were as follows (in thousands): December 31, 2020 2019 Property and equipment, net: United States $ 3,700 $ 4,618 China 2,344 2,567 Total property and equipment, net 6,044 7,185 Intangible assets, net: Singapore 1,728 1,856 Total intangible assets, net 1,728 1,856 Total long-lived assets $ 7,772 $ 9,041 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): September 30, 2021 (Unaudited) Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 4,995 $ — $ — $ 4,995 Restricted cash: — 547 — 547 Short-term investments: Time deposit — 150,000 — 150,000 $ 4,995 $ 150,547 $ — $ 155,542 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 1,104 $ — $ — $ 1,104 Restricted cash — 289 — 289 Short-term investments: Corporate bonds — 4,299 — 4,299 Mutual funds — 7,992 — 7,992 $ 1,104 $ 12,580 $ — $ 13,684 | The following table presents information about the Company’s financial assets measured at fair value on a recurring basis (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 1,104 $ — $ — $ 1,104 Restricted cash — 289 — 289 Short-term investments: Corporate bonds — 4,299 — 4,299 Mutual funds — 7,992 — 7,992 $ 1,104 $ 12,580 $ — $ 13,684 December 31, 2019 Level 1 Level 2 Level 3 Total Assets Cash equivalents in money market funds $ 25,198 $ — $ — $ 25,198 Restricted cash — 583 — 583 $ 25,198 $ 583 $ — $ 25,781 | |
Ivanhoe Capital Acquisition Corp [Member] | |||
Schedule of company's financial assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis as of January 11, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Observable (Level 2) Significant Other Unobservable (Level 3) Liabilities: Derivative warrant liabilities – Public Warrants $ — $ — $ 14,628,000 Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 7,520,000 | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Prices in Significant Other Significant Other Assets: Investments held in Trust Account $ 276,052,152 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 13,340,000 $ — $ — Derivative warrant liabilities – Private Placement Warrants $ — $ — $ 7,419,730 Convertible note – related party $ — $ — $ 1,064,140 | |
Schedule of quantitative information regarding and derivative warrant liabilities measured Level 3 fair value measurements inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement date: As of Option term (in years) 6.47 Stock price $ 9.91 Volatility 14.0 % Risk-free interest rate 0.75 % Expected dividends 0.00 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of September 30, 2021 Option term (in years) 5.09 Stock price $ 9.90 Volatility 21.1 % Risk-free interest rate 0.99 % Expected dividends — % The change in the fair value of the derivative warrant liabilities measured using Level 3 inputs for the three and nine months ended September 30, 2021 is summarized as follows: Derivative warrant liabilities at January 1, 2021 $ — Issuance of Public and Private Warrants 22,148,000 Transfer of Public Warrants to Level 1 measurement (14,628,000 ) Change in fair value of derivative warrant liabilities (451,200 ) Derivative warrant liabilities at March 31, 2021 7,068,800 Change in fair value of derivative warrant liabilities 2,576,360 Derivative warrant liabilities at June 30, 2021 9,645,160 Change in fair value of derivative warrant liabilities (2,225,430 ) Derivative warrant liabilities at September 30, 2021 $ 7,419,730 The change in the fair value of the convertible note — related party measured with Level 3 inputs for the three and the nine months ended September 30, 2021 is summarized as follows: Fair Value at January 1, 2021 $ — Initial fair value of convertible note – related party – second quarter 500,000 Change in fair value of convertible note – related party 131,260 Fair Value of convertible note – related party, June 30, 2021 631,260 Initial fair value of convertible note – related party – third quarter 444,694 Change in fair value of convertible note – related party (11,814 ) Fair Value of convertible note – related party, September 30, 2021 $ 1,064,140 | |
Schedule of change in the fair value of the derivative warrant liabilities and fair value of the convertible note - related party measured with Level 3 | The following table provides quantitative information regarding Level 3 fair value measurements inputs used by the estimated fair value of warrants that may be issued upon conversion of the Convertible Note at their measurement dates: As of September 30, 2021 As of April 15, 2021 Option term (in years) 0.21 0.55 Stock price $ 1.48 $ 1.38 Volatility 72.0 % 67.5 % Risk-free interest rate 0.05 % 0.04 % Expected dividends — % — % |
Nature of Business (Details)
Nature of Business (Details) | Oct. 22, 2021USD ($)$ / sharesshares | Jul. 12, 2021USD ($)vote$ / sharesshares | Jan. 11, 2021USD ($)vote$ / sharesshares | Jul. 22, 2020USD ($) | May 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jan. 11, 2021USD ($)vote$ / sharesMonthshares | Dec. 31, 2020USD ($)vote$ / sharesMonthshares | Sep. 30, 2021USD ($)vote$ / sharesMonthshares | Dec. 31, 2020USD ($)vote$ / sharesshares | Nov. 01, 2021USD ($)$ / shares | Dec. 31, 2019$ / shares | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.000001 | ||||||||||||
stock price per share | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||||
Number of shares issued | shares | 1,698,088 | ||||||||||||
Aggregate purchase price | $ 50,000,000 | ||||||||||||
Revenues | $ 0 | $ 0 | |||||||||||
Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Numbers of units issued | shares | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||
Sale of stock, price per share | $ / shares | $ 10 | ||||||||||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | $ 9,700,000 | ||||||||
Payments for investment of cash in Trust Account | $ 276,000,000 | $ 276,000,000 | $ 276,000,000 | ||||||||||
Condition for future business combination use of proceeds percentage | 80 | 80 | 80 | ||||||||||
Condition for future business combination threshold Percentage Ownership | 50 | 50 | 50 | ||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | 5,000,001 | $ 5,000,001 | |||||||||
Redemption limit percentage without prior consent | 20 | 20 | 20 | ||||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||||
Months to complete acquisition | Month | 24 | 24 | 24 | ||||||||||
Maximum Allowed Dissolution Expenses | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||||
Operating bank accounts | 2,200,000 | 161,000 | 255,000 | ||||||||||
Working capital | 1,300,000 | 1,300,000 | 421,000 | 765,000 | 421,000 | ||||||||
Aggregate purchase price | $ 25,000 | 25,000 | 25,000 | [1],[2] | 1,100,000 | ||||||||
Amount borrowed | 500,000 | 500,000 | |||||||||||
Maximum borrowing capacity of working capital loan | $ 945,000 | ||||||||||||
Convertible note - related party | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
SesHoldingsPte.Ltd [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||
Earn-out shares | shares | 30,000,000 | ||||||||||||
Closing stock trigger price for issuance of earn-out shares. | $ / shares | $ 18 | ||||||||||||
Minimum period of closing stock trigger price for issuance of earn-out shares | 1 year | ||||||||||||
Maximum period of closing stock trigger price for issuance of earn-out shares | 5 years | ||||||||||||
SesHoldingsPte.Ltd [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | ||||||||||||
SesHoldingsPte.Ltd [Member] | Subsequent Event [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||
Earn-out shares | shares | 29,999,947 | ||||||||||||
Closing stock trigger price for issuance of earn-out shares. | $ / shares | $ 18 | ||||||||||||
SesHoldingsPte.Ltd [Member] | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Total consideration | $ 2,810,000,000 | ||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||
Numerator Shares in exchange ratio | shares | 281,000,000 | ||||||||||||
Earn-out shares | shares | 30,000,000 | ||||||||||||
Closing stock trigger price for issuance of earn-out shares. | $ / shares | $ 18 | ||||||||||||
Minimum period of closing stock trigger price for issuance of earn-out shares | 1 year | ||||||||||||
Maximum period of closing stock trigger price for issuance of earn-out shares | 5 years | ||||||||||||
Forecast [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Numbers of units issued | shares | 3,600,000 | ||||||||||||
Amendment No.1 To Original Business Combination Agreement [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | ||||||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of votes per share | vote | 1 | 1 | 1 | 1 | 1 | ||||||||
Common Class A [Member] | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of votes per share | vote | 1 | ||||||||||||
Common Class A [Member] | Before domestication | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | ||||||||||||
Common stock conversion ratio | 1 | ||||||||||||
Warrants conversion ratio | 1 | ||||||||||||
Units conversion ratio | 1 | ||||||||||||
Common Class A [Member] | After domestication | Subsequent Event [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants in a unit | shares | 0.33 | ||||||||||||
Common Class A [Member] | After domestication | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | ||||||||||||
Number of shares in a unit | shares | 1 | ||||||||||||
Common Class A [Member] | Amendment No.1 To Original Business Combination Agreement [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of votes per share | vote | 10 | ||||||||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of votes per share | vote | 10 | ||||||||||||
Common Class B [Member] | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of votes per share | vote | 10 | ||||||||||||
Common Class B [Member] | Before domestication | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | ||||||||||||
Common stock conversion ratio | 1 | ||||||||||||
Common Class B [Member] | After domestication | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
stock price per share | $ / shares | $ 0.0001 | ||||||||||||
Working capital loans warrant | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Maximum borrowing capacity of working capital loan | $ 1,500,000 | ||||||||||||
IPO [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Numbers of units issued | shares | 27,600,000 | 27,600,000 | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||||||||||
Number of warrants in a unit | shares | 0.33 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 276,000,000 | $ 276 | |||||||||||
Number of shares issued | shares | 10 | 10 | |||||||||||
Deferred underwriting commissions | 9,700,000 | 9,700,000 | |||||||||||
Other offering costs | $ 15,800,000 | $ 15,800,000 | |||||||||||
Convertible note - related party | $ 945,000 | ||||||||||||
IPO [Member] | Forecast [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Numbers of units issued | shares | 27,600,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||||||||||
Proceeds from Issuance Initial Public Offering | $ 276,000,000 | ||||||||||||
Deferred underwriting commissions | 9,700,000 | $ 9,700,000 | |||||||||||
Other offering costs | $ 15,800,000 | $ 15,800,000 | |||||||||||
IPO [Member] | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares in a unit | shares | 1 | ||||||||||||
Private Placement [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights | shares | 5,013,333 | 5,013,333 | 5,013,333 | 5,013,333 | 5,013,333 | ||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Private Placement [Member] | Private Placement Warrants | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights | shares | 5,013,333 | 5,013,333 | |||||||||||
Private Placement [Member] | Private Placement Warrants | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights | shares | 5,013,333 | 5,013,333 | 5,013,333 | 5,013,333 | 5,013,333 | ||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | ||||||||
Proceeds From Issuance Of Warrants | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | ||||||||||
Over-Allotment Option [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Numbers of units issued | shares | 3,600,000 | 3,600,000 | |||||||||||
PIPE Investors [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 27,500,000 | ||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | ||||||||||||
Aggregate amount of commitments under Subscription Agreements | $ 275,000 | ||||||||||||
PIPE Investors [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | $ 10 | |||||||||||
Aggregate amount of commitments under Subscription Agreements | $ 200,000 | ||||||||||||
PIPE Investors [Member] | Subsequent Event [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 7,500,000 | 27,450,000 | |||||||||||
Sale of stock, price per share | $ / shares | $ 10 | $ 10 | |||||||||||
Aggregate purchase price | $ 75,000,000 | $ 274,500,000 | |||||||||||
PIPE Investors [Member] | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 20,000,000 | ||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | ||||||||||||
Aggregate purchase price | $ 200,000,000 | ||||||||||||
Aggregate amount of commitments under Subscription Agreements | 275,000 | ||||||||||||
PIPE Investors [Member] | Amendment No.1 To Original Business Combination Agreement [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Aggregate purchase price | $ 75,000,000 | ||||||||||||
PIPE Investors [Member] | Amendment No.1 To Original Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares issued | shares | 27,500,000 | ||||||||||||
Sale of stock, price per share | $ / shares | $ 10 | ||||||||||||
Aggregate purchase price | $ 275,000,000 | ||||||||||||
PIPE Investors [Member] | Common Class A [Member] | SesHoldingsPte.Ltd [Member] | Subsequent Event [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Aggregate purchase price | $ 7,500,000 | ||||||||||||
Sponsor | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||||||||||
Amount borrowed | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | ||||||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
Restatement Of Previously Fil_3
Restatement Of Previously Filed Balance Sheet - Schedule of impact of restatement on the balance sheets (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 07, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total Assets | $ 197,734,000 | $ 24,589,000 | $ 36,426,000 | |||||||||
Total current liabilities | 6,998,000 | 3,876,000 | 2,239,000 | |||||||||
Total liabilities | 7,670,000 | 4,614,000 | 2,904,000 | |||||||||
Ordinary shares | 0 | 0 | 0 | |||||||||
Additional paid-in capital | 1,199,000 | 836,000 | 682,000 | |||||||||
Accumulated deficit | (81,257,000) | (63,038,000) | (49,149,000) | |||||||||
Total shareholders' equity (deficit) | (79,877,000) | $ (72,036,000) | $ (65,606,000) | (62,069,000) | $ (58,409,000) | $ (55,199,000) | $ (52,258,000) | (48,522,000) | $ (33,898,000) | |||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit) | 197,734,000 | 24,589,000 | $ 36,426,000 | |||||||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Total Assets | 277,068,443 | $ 278,183,053 | 574,310 | |||||||||
Total current liabilities | 251,405 | 861,057 | 582,131 | |||||||||
Deferred underwriting commissions | 9,660,000 | 9,660,000 | ||||||||||
Derivative warrant liabilities | 20,759,730 | 22,148,000 | ||||||||||
Total liabilities | 36,219,052 | 32,669,057 | 582,131 | |||||||||
Preference shares | 0 | 0 | 690 | [1],[2] | ||||||||
Additional paid-in capital | 0 | 24,310 | ||||||||||
Accumulated deficit | (35,151,299) | (30,486,694) | (32,821) | |||||||||
Total shareholders' equity (deficit) | (35,150,609) | (38,524,727) | (28,079,338) | (30,486,004) | (7,821) | $ 4,767 | $ 0 | |||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit) | 277,068,443 | 278,183,053 | 574,310 | |||||||||
Ivanhoe Capital Acquisition Corp [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Total Assets | 277,467,799 | 277,256,530 | ||||||||||
Total liabilities | 39,992,526 | 29,335,868 | ||||||||||
Accumulated deficit | (38,525,417) | (28,080,028) | ||||||||||
Total shareholders' equity (deficit) | (38,524,727) | (28,079,338) | ||||||||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit) | 277,467,799 | 277,256,530 | ||||||||||
Ivanhoe Capital Acquisition Corp [Member] | Previously Reported [Member] | ||||||||||||
Preference shares | ||||||||||||
Ivanhoe Capital Acquisition Corp [Member] | Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Total Assets | 277,467,799 | 277,256,530 | 278,183,053 | |||||||||
Total current liabilities | 861,057 | |||||||||||
Deferred underwriting commissions | 9,660,000 | |||||||||||
Derivative warrant liabilities | 0 | |||||||||||
Total liabilities | 39,992,526 | 29,335,868 | 10,521,057 | |||||||||
Preference shares | 0 | |||||||||||
Additional paid-in capital | 13,949,009 | 3,503,723 | 5,040,999 | |||||||||
Accumulated deficit | (8,950,131) | 1,495,258 | (41,816) | |||||||||
Total shareholders' equity (deficit) | 5,000,003 | 5,000,002 | 5,000,006 | |||||||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit) | 277,467,799 | 277,256,530 | 278,183,053 | |||||||||
Ivanhoe Capital Acquisition Corp [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||||||||
Derivative warrant liabilities | 22,148,000 | |||||||||||
Total liabilities | 22,148,000 | |||||||||||
Preference shares | 0 | |||||||||||
Additional paid-in capital | (5,040,999) | |||||||||||
Accumulated deficit | (30,444,878) | |||||||||||
Total shareholders' equity (deficit) | (35,486,010) | |||||||||||
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders' equity (deficit) | 0 | |||||||||||
Ivanhoe Capital Acquisition Corp [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Additional paid-in capital | (13,949,009) | (3,503,723) | ||||||||||
Accumulated deficit | (29,575,286) | (29,575,286) | ||||||||||
Total shareholders' equity (deficit) | (43,524,730) | (33,079,340) | ||||||||||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Class A ordinary shares subject to possible redemption | 276,000,000 | 276,000,000 | ||||||||||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Class A ordinary shares subject to possible redemption | 276,000,000 | 276,000,000 | 276,000,000 | |||||||||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Class A ordinary shares subject to possible redemption | 232,475,270 | 242,920,660 | 262,661,990 | |||||||||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Class A ordinary shares subject to possible redemption | 43,524,730 | 33,079,340 | 13,338,010 | |||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Ordinary shares | 0 | 0 | ||||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Ordinary shares | 435 | 331 | 133 | |||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | ||||||||||||
Ordinary shares | (133) | |||||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Ordinary shares | (435) | (331) | ||||||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Ordinary shares | $ 690 | 690 | $ 690 | |||||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Ordinary shares | 690 | 690 | ||||||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | ||||||||||||
Ordinary shares | $ 690 | $ 690 | $ 690 | |||||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | |||||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
Restatement Of Previously Fil_4
Restatement Of Previously Filed Balance Sheet - Additional Information (Details) | Jan. 11, 2021USD ($)shares |
Minimum net intangible assets required to redemption of common stock | $ | $ 5,000,001 |
Public Warrants | IPO [Member] | |
Number of warrants to purchase shares issued | 9,200,000 |
Private Placement Warrants | Private Placement [Member] | |
Number of warrants to purchase shares issued | 5,013,333 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
May 31, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 01, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2018 | ||
Unrecognized Tax Benefits | $ 1,467,000 | $ 1,467,000 | $ 707,000 | $ 0 | ||||||||||||||
Temporary Equity, Shares Outstanding | 36,064,095 | 29,496,153 | 36,064,095 | 29,496,153 | 29,496,153 | |||||||||||||
Anti-dilutive securities attributable to warrants (in shares) | 39,761,487 | 30,558,132 | 30,653,949 | 30,399,853 | ||||||||||||||
Minimum net intangible assets required to redemption of common stock | $ 5,000,001 | |||||||||||||||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 0 | $ 1,125,000 | ||||||||||||||||
Retained earnings (accumulated deficit) | $ (81,257,000) | $ (63,038,000) | $ (81,257,000) | (63,038,000) | (49,149,000) | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000,000 | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,698,088 | |||||||||||||||||
Impairments of long-lived assets | $ 0 | $ 0 | ||||||||||||||||
Present value of minimum lease payments meets or exceeds fair value of the asset | 90.00% | 90.00% | ||||||||||||||||
Percentage of economic life of the asset, | 75.00% | 75.00% | ||||||||||||||||
Effective Income Tax Rate Reconciliation, Percent | (0.04%) | 0.00% | (0.12%) | 0.00% | (0.10%) | (0.70%) | ||||||||||||
Cash, cash equivalents, and short-term investments | $ 180,600,000 | $ 14,700,000 | $ 180,600,000 | $ 14,700,000 | ||||||||||||||
Paycheck Protection Program [Member] | ||||||||||||||||||
Proceeds from Issuance of Long-term Debt | $ 800,000 | |||||||||||||||||
Prepaid Expenses and Other Current Assets [Member] | ||||||||||||||||||
Restricted Cash | 100,000 | $ 100,000 | $ 300,000 | |||||||||||||||
Patents [Member] | ||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Effective Income Tax Rate Reconciliation, Percent | 50.00% | |||||||||||||||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||
Cash that is insured with federal insurance | 250,000 | 250,000 | 250,000 | 250,000 | $ 250,000 | |||||||||||||
Cash equivalents | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Unrecognized Tax Benefits | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Minimum net intangible assets required to redemption of common stock | 5,000,001 | 5,000,001 | ||||||||||||||||
Cash held in Trust Account | 276,052,152 | 276,000,000 | 276,052,152 | |||||||||||||||
Retained earnings (accumulated deficit) | $ (35,151,299) | (30,486,694) | (32,821) | (35,151,299) | $ (32,821) | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 25,000 | $ 25,000 | [1],[2] | $ 1,100,000 | |||||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||
Temporary Equity, Shares Outstanding | 27,600,000 | |||||||||||||||||
Anti-dilutive securities attributable to warrants (in shares) | 14,213,280 | |||||||||||||||||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||
Temporary Equity, Shares Outstanding | 27,600,000 | 27,600,000 | 0 | 27,600,000 | 0 | |||||||||||||
Shares Issued, Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity, Shares Outstanding | 36,064,095 | 29,496,153 | 29,496,153 | 29,496,153 | 36,064,095 | 29,496,153 | 29,496,153 | 29,496,153 | 36,064,095 | 29,496,153 | 29,496,153 | 29,496,153 | 29,263,571 | |||||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 269,900,000 | $ 82,000,000 | ||||||||||||||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 0 | $ 0 | $ 0 | |||||||||||||||
Series D Plus Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity, Shares Outstanding | 1,698,088 | 1,698,088 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000,000 | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,698,088 | |||||||||||||||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||
Temporary Equity, Shares Outstanding | 4,869,854 | 4,869,854 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 138,500,000 | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4,869,854 | |||||||||||||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | |||||||||||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Impact on Balance Sheet (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 07, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Total assets | $ 197,734,000 | $ 24,589,000 | $ 36,426,000 | |||||||||
Total liabilities | 7,670,000 | 4,614,000 | 2,904,000 | |||||||||
Ordinary shares | 0 | 0 | 0 | |||||||||
Additional paid-in capital | 1,199,000 | 836,000 | 682,000 | |||||||||
Retained earnings (accumulated deficit) | (81,257,000) | (63,038,000) | (49,149,000) | |||||||||
Total shareholders' deficit | (79,877,000) | $ (72,036,000) | $ (65,606,000) | (62,069,000) | $ (58,409,000) | $ (55,199,000) | $ (52,258,000) | (48,522,000) | $ (33,898,000) | |||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 197,734,000 | 24,589,000 | $ 36,426,000 | |||||||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Total assets | 277,068,443 | $ 278,183,053 | 574,310 | |||||||||
Total liabilities | 36,219,052 | 32,669,057 | 582,131 | |||||||||
Preference shares | 0 | 0 | 690 | [1],[2] | ||||||||
Additional paid-in capital | 0 | 24,310 | ||||||||||
Retained earnings (accumulated deficit) | (35,151,299) | (30,486,694) | (32,821) | |||||||||
Total shareholders' deficit | (35,150,609) | (38,524,727) | (28,079,338) | (30,486,004) | (7,821) | $ 4,767 | $ 0 | |||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 277,068,443 | 278,183,053 | 574,310 | |||||||||
Ivanhoe Capital Acquisition Corp [Member] | Common Class A [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | 0 | 0 | ||||||||||
Ivanhoe Capital Acquisition Corp [Member] | Class A Common Stock Subject to Redemption | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Class A ordinary shares subject to possible redemption | 276,000,000 | 276,000,000 | ||||||||||
Ivanhoe Capital Acquisition Corp [Member] | Common Class B [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | $ 690 | 690 | $ 690 | |||||||||
Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Total assets | 277,467,799 | 277,256,530 | ||||||||||
Total liabilities | 39,992,526 | 29,335,868 | ||||||||||
Retained earnings (accumulated deficit) | (38,525,417) | (28,080,028) | ||||||||||
Total shareholders' deficit | (38,524,727) | (28,079,338) | ||||||||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 277,467,799 | 277,256,530 | ||||||||||
Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Class A Common Stock Subject to Redemption | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Class A ordinary shares subject to possible redemption | 276,000,000 | 276,000,000 | 276,000,000 | |||||||||
Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Common Class B [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | 690 | 690 | ||||||||||
Previously Reported [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Preference shares | ||||||||||||
Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Total assets | 277,467,799 | 277,256,530 | 278,183,053 | |||||||||
Total liabilities | 39,992,526 | 29,335,868 | 10,521,057 | |||||||||
Preference shares | 0 | |||||||||||
Additional paid-in capital | 13,949,009 | 3,503,723 | 5,040,999 | |||||||||
Retained earnings (accumulated deficit) | (8,950,131) | 1,495,258 | (41,816) | |||||||||
Total shareholders' deficit | 5,000,003 | 5,000,002 | 5,000,006 | |||||||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 277,467,799 | 277,256,530 | 278,183,053 | |||||||||
Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Common Class A [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | 435 | 331 | 133 | |||||||||
Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Class A Common Stock Subject to Redemption | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Class A ordinary shares subject to possible redemption | 232,475,270 | 242,920,660 | 262,661,990 | |||||||||
Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Common Class B [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | 690 | 690 | 690 | |||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Total liabilities | 22,148,000 | |||||||||||
Preference shares | 0 | |||||||||||
Additional paid-in capital | (5,040,999) | |||||||||||
Retained earnings (accumulated deficit) | (30,444,878) | |||||||||||
Total shareholders' deficit | (35,486,010) | |||||||||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 0 | |||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Ivanhoe Capital Acquisition Corp [Member] | Common Class A [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | (133) | |||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Additional paid-in capital | (13,949,009) | (3,503,723) | ||||||||||
Retained earnings (accumulated deficit) | (29,575,286) | (29,575,286) | ||||||||||
Total shareholders' deficit | (43,524,730) | (33,079,340) | ||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Common Class A [Member] | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Ordinary shares | (435) | (331) | ||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | Ivanhoe Capital Acquisition Corp [Member] | Class A Common Stock Subject to Redemption | ||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||
Class A ordinary shares subject to possible redemption | $ 43,524,730 | $ 33,079,340 | $ 13,338,010 | |||||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | |||||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Impact on Statement of Cash Flows (Details) - Ivanhoe Capital Acquisition Corp [Member] - Restatement of redeemable common stock as temporary equity - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | |
Previously Reported [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial value of Class A ordinary shares subject to possible redemption | $ 240,513,990 | $ 240,513,990 |
Change in value of Class A ordinary shares subject to possible redemption | (8,038,720) | (8,038,720) |
Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Supplemental Disclosure of Noncash Financing Activities: | ||
Initial value of Class A ordinary shares subject to possible redemption | (240,513,990) | (240,513,990) |
Change in value of Class A ordinary shares subject to possible redemption | $ 8,038,720 | $ 8,038,720 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Impact on Weighted Average Shares and Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net income (loss) | $ (7,995,000) | $ (6,629,000) | $ (3,595,000) | $ (3,312,000) | $ (3,041,000) | $ (3,690,000) | $ (18,219,000) | $ (10,043,000) | $ (13,889,000) | $ (14,702,000) | |||
Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net income (loss) | $ 3,374,118 | (10,445,389) | 1,528,079 | $ (20,233) | $ (32,821) | $ (5,543,192) | |||||||
Restatement of redeemable common stock as temporary equity | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net income (loss) | $ (10,445,389) | $ 1,528,079 | $ (8,917,310) | ||||||||||
Weighted average ordinary shares outstanding, basic | 27,600,000 | 24,533,333 | 26,075,138 | ||||||||||
Weighted average ordinary shares outstanding, diluted | 27,600,000 | 24,533,333 | 26,075,138 | ||||||||||
Earnings per ordinary share, basic | $ (0.30) | $ 0.05 | $ (0.27) | ||||||||||
Earnings per ordinary share, diluted | $ (0.30) | $ 0.05 | $ (0.27) | ||||||||||
Restatement of redeemable common stock as temporary equity | Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net income (loss) | $ (10,445,389) | $ 1,528,079 | $ (8,917,310) | ||||||||||
Weighted average ordinary shares outstanding, basic | 6,900,000 | 6,800,000 | 6,850,276 | ||||||||||
Weighted average ordinary shares outstanding, diluted | 6,900,000 | 6,800,000 | 6,850,276 | ||||||||||
Earnings per ordinary share, basic | $ (0.30) | $ 0.05 | $ (0.27) | ||||||||||
Earnings per ordinary share, diluted | $ (0.30) | $ 0.05 | $ (0.27) | ||||||||||
Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net income (loss) | $ (10,445,389) | $ 1,528,079 | $ (8,917,310) | ||||||||||
Weighted average ordinary shares outstanding, basic | 27,600,000 | 27,600,000 | 27,600,000 | ||||||||||
Weighted average ordinary shares outstanding, diluted | 27,600,000 | 27,600,000 | 27,600,000 | ||||||||||
Previously Reported [Member] | Restatement of redeemable common stock as temporary equity | Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net income (loss) | $ (10,445,389) | $ 1,528,079 | $ (8,917,310) | ||||||||||
Weighted average ordinary shares outstanding, basic | 6,900,000 | 6,800,000 | 6,850,276 | ||||||||||
Weighted average ordinary shares outstanding, diluted | 6,900,000 | 6,800,000 | 6,850,276 | ||||||||||
Earnings per ordinary share, basic | $ (1.51) | $ 0.22 | $ (1.31) | ||||||||||
Earnings per ordinary share, diluted | (1.51) | $ 0.22 | $ (1.31) | ||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Weighted average ordinary shares outstanding, basic | (3,066,667) | (1,524,862) | |||||||||||
Weighted average ordinary shares outstanding, diluted | (3,066,667) | (1,524,862) | |||||||||||
Earnings per ordinary share, basic | (0.30) | $ 0.05 | $ (0.27) | ||||||||||
Earnings per ordinary share, diluted | (0.30) | 0.05 | (0.27) | ||||||||||
Revision of Prior Period, Error Correction, Adjustment [Member] | Restatement of redeemable common stock as temporary equity | Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Earnings per ordinary share, basic | 1.21 | (0.17) | 1.04 | ||||||||||
Earnings per ordinary share, diluted | $ 1.21 | $ (0.17) | $ 1.04 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Net income (loss) per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Denominator: | |||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 10,258,463 | 10,245,074 | 10,249,586 | 10,245,074 | 10,245,074 | 10,223,375 | |||
Earnings Per Share, Basic and Diluted | $ (0.78) | $ (0.32) | $ (1.78) | $ (0.98) | $ (1.36) | $ (1.44) | |||
Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Denominator: | |||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1],[2] | 6,000,000 | |||||||
Earnings Per Share, Basic and Diluted | $ (0.01) | ||||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Numerator: | |||||||||
Allocation of net income (loss) | $ 2,699,294 | $ (4,405,422) | |||||||
Denominator: | |||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 27,600,000 | 26,589,011 | |||||||
Earnings Per Share, Basic and Diluted | $ 0.10 | $ (0.17) | |||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Numerator: | |||||||||
Allocation of net income (loss) | $ 674,824 | $ (20,233) | $ (1,137,770) | ||||||
Denominator: | |||||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,900,000 | 6,000,000 | 6,867,033 | ||||||
Earnings Per Share, Basic and Diluted | $ 0.10 | $ 0 | $ (0.17) | ||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | ||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Laboratory machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Laboratory machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Office and computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office and computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property Plant and Equipment Useful Life | Shorter of useful life or lease term |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Schedule of Cash, Cash Equivalents Restricted Cash and Restricted Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Line Items] | |||||
Cash | $ 25,098 | $ 1,335 | $ 201 | ||
Cash equivalents: | |||||
Money market funds | 4,995 | 1,104 | 25,198 | ||
Restricted cash: | |||||
Certificates of deposit | 475 | 217 | 289 | ||
Total cash, cash equivalents, and restricted cash | 30,640 | 2,728 | $ 4,896 | 25,982 | $ 43,782 |
Certificates of Deposit | |||||
Restricted cash: | |||||
Certificates of deposit | $ 547 | $ 289 | $ 583 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted Cash, Current | $ 0.5 | $ 0.1 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 11, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Nov. 01, 2021 | May 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Numbers of units issued | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |
Offering cost | $ 245,462 | $ 5,710,734 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
IPO [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Numbers of units issued | 27,600,000 | 27,600,000 | ||||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||||
Gross proceeds | $ 276,000,000 | |||||
Offering cost | 15,800,000 | |||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | ||||
Number of warrants in a unit | 0.33 | |||||
IPO [Member] | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of shares in a unit | 1 | |||||
Number of shares issuable per warrant | 1 | 1 | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||||
Over-Allotment Option [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Numbers of units issued | 3,600,000 | 3,600,000 |
Fair Value Measurements - Compa
Fair Value Measurements - Company's financial assets and liabilities (Details) - USD ($) | Sep. 30, 2021 | Jun. 30, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term investments: | |||||
Assets, Fair Value Disclosure | $ 155,542,000 | $ 13,684,000 | |||
Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 4,299,000 | ||||
Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 7,992,000 | ||||
Short-term Investments [Member] | Bank Time Deposits [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 150,000,000 | ||||
Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Derivative warrant liabilities | 20,759,730 | $ 22,148,000 | |||
Convertible note - related party | 1,064,140 | ||||
Fair Value, Recurring [Member] | |||||
Assets: | |||||
Restricted cash | 547,000 | 289,000 | $ 583,000 | ||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 13,684,000 | 25,781,000 | |||
Fair Value, Recurring [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash equivalents in money market funds | 4,995,000 | 1,104,000 | 25,198,000 | ||
Fair Value, Recurring [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 4,299,000 | ||||
Fair Value, Recurring [Member] | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 7,992,000 | ||||
Fair Value, Recurring [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 0 | ||||
Fair Value, Inputs, Level 1 [Member] | |||||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 4,995,000 | 1,104,000 | |||
Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member] | Bank Time Deposits [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | |||||
Assets: | |||||
Restricted cash | 0 | 0 | 0 | ||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 1,104,000 | 25,198,000 | |||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash equivalents in money market funds | 4,995,000 | 1,104,000 | 25,198,000 | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 276,052,152 | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants | Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Derivative warrant liabilities | 13,340,000 | ||||
Level 2 | |||||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 150,547,000 | 12,580,000 | |||
Level 2 | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 4,299,000 | ||||
Level 2 | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 7,992,000 | ||||
Level 2 | Short-term Investments [Member] | Bank Time Deposits [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 150,000,000 | ||||
Level 2 | Fair Value, Recurring [Member] | |||||
Assets: | |||||
Restricted cash | 547,000 | 289,000 | 583,000 | ||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 12,580,000 | 583,000 | |||
Level 2 | Fair Value, Recurring [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash equivalents in money market funds | 0 | 0 | 0 | ||
Level 2 | Fair Value, Recurring [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 4,299,000 | ||||
Level 2 | Fair Value, Recurring [Member] | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 7,992,000 | ||||
Fair Value, Inputs, Level 3 [Member] | |||||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member] | Bank Time Deposits [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 3 [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Convertible note - related party | 1,064,140 | $ 631,260 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||||
Assets: | |||||
Restricted cash | 0 | 0 | 0 | ||
Short-term investments: | |||||
Assets, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash equivalents in money market funds | 0 | 0 | $ 0 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Short-term Investments [Member] | Corporate Debt Securities [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | 0 | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Short-term Investments [Member] | Mutual Fund [Member] | |||||
Short-term investments: | |||||
Investments held in Trust Account | $ 0 | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Convertible note - related party | 1,064,140 | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants | Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Derivative warrant liabilities | 14,628,000 | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants | Ivanhoe Capital Acquisition Corp [Member] | |||||
Liabilities, Fair Value Disclosure [Abstract] | |||||
Derivative warrant liabilities | $ 7,419,730 | $ 7,520,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value assets | $ 155,542,000 | $ 155,542,000 | $ 13,684,000 | |
Ivanhoe Capital Acquisition Corp [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value assets level 1 to level 2 transfers | 0 | 0 | ||
Fair value assets level 2 to level 1 transfers | 0 | 0 | ||
Fair value assets transferred into (out of) level 3 | $ 0 | $ 0 | ||
Fair Value, Recurring [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value assets | 13,684,000 | $ 25,781,000 | ||
Fair Value, Recurring [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value assets | 0 | |||
Fair value liabilities | $ 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Fair Value, Inputs, Level 3 [Member] - Ivanhoe Capital Acquisition Corp [Member] | Sep. 30, 2021yr | Apr. 15, 2021yr | Jan. 11, 2021d |
Measurement Input, Expected Term [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements inputs at their measurement | 5.09 | 6.47 | |
Fair value measurements inputs used by the estimated fair value of warrants | yr | 0.21 | 0.55 | |
Measurement Input, Share Price [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements inputs at their measurement | 9.90 | 9.91 | |
Fair value measurements inputs used by the estimated fair value of warrants | 1.48 | 1.38 | |
Measurement Input, Price Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements inputs at their measurement | 21.1 | 14 | |
Fair value measurements inputs used by the estimated fair value of warrants | 72 | 67.5 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements inputs at their measurement | 0.99 | 0.75 | |
Fair value measurements inputs used by the estimated fair value of warrants | 0.05 | 0.04 | |
Expected dividends | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value measurements inputs at their measurement | d | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Ivanhoe Capital Acquisition Corp [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities beginning of the period | $ 9,645,160 | $ 7,068,800 | |
Change in fair value of derivative warrant liabilities | (2,225,430) | 2,576,360 | $ (451,200) |
Derivative warrant liabilities ending of the period | $ 7,419,730 | $ 9,645,160 | 7,068,800 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Derivative warrant liabilities beginning of the period | 0 | ||
Issuance of Public and Private Warrants | 22,148,000 | ||
Transfer of Public Warrants to Level 1 measurement | $ (14,628,000) |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in the Fair Value of the Convertible note - related party (Details) - Ivanhoe Capital Acquisition Corp [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of convertible note - related party | $ (11,814) | $ 119,446 | |
Fair Value of convertible note - related party, end of period | 1,064,140 | 1,064,140 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value at January 1, 2021 | 631,260 | $ 0 | 0 |
Initial fair value of convertible note - related party | 444,694 | 500,000 | |
Change in fair value of convertible note - related party | (11,814) | 131,260 | |
Fair Value of convertible note - related party, end of period | $ 1,064,140 | $ 631,260 | $ 1,064,140 |
Property And Equipment, Net - P
Property And Equipment, Net - Property Plant And Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 9,830 | $ 9,397 | |
Less: Accumulated depreciation | (3,786) | (2,212) | |
Property and equipment, net | $ 5,656 | 6,044 | 7,185 |
Laboratory Machinery And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 6,227 | 5,878 | |
Office And Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 234 | 213 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 3,369 | $ 3,306 |
Property And Equipment, Net - A
Property And Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1.6 | $ 0.9 |
Intangible Assets, net - Schedu
Intangible Assets, net - Schedule of Intangible assets net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | |||
Less: Accumulated amortization | $ (190) | $ (62) | |
Total | $ 1,632 | 1,728 | 1,856 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 1,918 | $ 1,918 |
Intangible Assets, net - Sche_2
Intangible Assets, net - Schedule of The Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 | $ 128 | ||
2022 | 128 | ||
2023 | 128 | ||
2024 | 128 | ||
2025 | 128 | ||
Thereafter | 1,088 | ||
Total | $ 1,632 | $ 1,728 | $ 1,856 |
Intangible Assets, net - Additi
Intangible Assets, net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of Intangible Assets | $ 0.1 | $ 0.1 | |
Patents [Member] | |||
Finite-lived Intangible Assets Acquired | $ 1.9 | ||
Finite-Lived Intangible Asset, Useful Life | 15 years |
Accrued compensation, Accrued_3
Accrued compensation, Accrued Expenses And Other Current Liabilities - Employee Related Liabilities Current (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued bonus | $ 1,014 | $ 1,068 | $ 441 |
Other | 995 | 148 | 145 |
Accrued compensation | $ 2,009 | $ 1,216 | $ 586 |
Accrued compensation, Accrued_4
Accrued compensation, Accrued Expenses And Other Current Liabilities - Accrued Liabilities And Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Line Items] | |||
Deferred rent liabilities | $ 239 | $ 231 | $ 153 |
Accrual related to purchase of property and equipment | 69 | 334 | |
Payments received under joint development agreements | 136 | 160 | |
Accrued professional services | 403 | ||
Income taxes payable | 137 | 115 | 108 |
Other | 437 | 282 | 418 |
Accrued expenses and other current liabilities | $ 1,352 | 788 | $ 1,013 |
Previously Reported [Member] | |||
Payables And Accruals [Line Items] | |||
Other | $ 373 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Thousands | Jan. 11, 2021USD ($)Day$ / sharesshares | May 31, 2020 | Sep. 30, 2018 | Aug. 31, 2016 | Sep. 30, 2021USD ($)item$ / shares | Mar. 31, 2021USD ($) | Sep. 30, 2021USD ($)item$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2020 | Jan. 11, 2021USD ($)Day$ / sharesshares | Dec. 31, 2020USD ($)item$ / sharesshares | Sep. 30, 2021USD ($)item$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)item$ / shares | Dec. 31, 2019USD ($) |
Operating leases, rent expense | $ 500 | $ 300 | $ 1,200 | $ 900 | $ 1,300 | $ 1,100 | |||||||||
Standby Letters of Credit [Member] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 300 | 300 | $ 600 | ||||||||||||
Proceeds from lines of credit | 0 | ||||||||||||||
Office Building [Member] | Woburn Massachusetts [Member] | |||||||||||||||
Lessee operating lease expiration term month and year | 2021-08 | ||||||||||||||
Lessee, operating lease, renewal term | 5 years | ||||||||||||||
Lessee operating lease renewal option month and year | 2026-08 | ||||||||||||||
Lessee, operating lease, option to extend | In May 2020, the Company extended the term of the lease by 5 years through August 2026 | ||||||||||||||
Lessee operating lease extended term | 5 years | ||||||||||||||
Lessee operating lease extended term month and year | 2026-08 | ||||||||||||||
Lessee operating lease annual rental payment per lease | $ 800 | ||||||||||||||
Percentage of increase in annual cost of living determining annual rental payment per lease | 3.00% | ||||||||||||||
Office Building [Member] | Woburn Massachusetts [Member] | Amended Lease [Member] | Maximum [Member] | |||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,500 | ||||||||||||||
Percentage of increase in annual cost of living determining total base rental payments | 3.00% | ||||||||||||||
Office Building [Member] | Woburn Massachusetts [Member] | Amended Lease [Member] | Minimum [Member] | |||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 800 | ||||||||||||||
Manufacturing Facility [Member] | Shanghai China [Member] | |||||||||||||||
Lessee operating lease expiration term month and year | 2023-08 | ||||||||||||||
Lessee operating lease annual rental payment per lease | $ 600 | ||||||||||||||
Percentage of increase in annual cost of living determining annual rental payment per lease | 3.00% | ||||||||||||||
Number of days before expiry within which application for renewal shall be provided | 90 days | ||||||||||||||
Manufacturing Facility [Member] | Shanghai China [Member] | Amended Lease [Member] | |||||||||||||||
Lessee operating lease renewal option month and year | 2026-08 | ||||||||||||||
Manufacturing Facility [Member] | Shanghai China [Member] | Amended Lease [Member] | Maximum [Member] | |||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 1,300 | ||||||||||||||
Ivanhoe Capital Acquisition Corp [Member] | |||||||||||||||
Maximum number of demands for registration of securities | 3 | 3 | 3 | 3 | 3 | 3 | 3 | ||||||||
Numbers of units issued | shares | 3,600,000 | 3,600,000 | 3,600,000 | 3,600,000 | |||||||||||
Granted the underwriters | 45 days | 45 days | 45 days | ||||||||||||
Underwriting cash discount per unit | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | ||||||||||||
Underwriter cash discount | $ 5,500 | $ 5,500 | $ 5,500 | ||||||||||||
Deferred fee per unit | $ / shares | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | $ 0.35 | ||||||||
Deferred underwriting fee payable | $ 9,700 | $ 9,700 | $ 9,700 | $ 9,700 | $ 9,700 | $ 9,700 | $ 9,700 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Deferred Rent (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Deferred Rent [Line Items] | |||
Deferred rent included in accrued expenses and other current liabilities | $ 239 | $ 231 | $ 153 |
Deferred rent included in other liabilities | 537 | 607 | 541 |
Total deferred rent | $ 776 | $ 838 | $ 694 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Future Minimum Operating Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2021 | $ 358 | |
2021 | $ 1,408 | |
2022 | 2,696 | 1,390 |
2023 | 2,449 | 1,111 |
2024 | 2,188 | 823 |
2025 | 2,235 | 837 |
Thereafter | 1,389 | 567 |
Total future minimum lease payments | $ 11,315 | $ 6,136 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock Issued and Outstanding (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares Authorized | 36,064,095 | 29,496,153 | 29,496,153 |
Shares Issued and Outstanding | 36,064,095 | 29,496,153 | 29,496,153 |
Liquidation Amount | $ 271,148 | $ 82,643 | $ 82,643 |
Carrying Amount | $ 269,941 | $ 82,044 | $ 82,044 |
Series A Redeemable convertible preferred stock [Member] | |||
Issue Price per share | $ 0.8340 | $ 0.8340 | $ 0.8340 |
Shares Authorized | 5,395,685 | 5,395,685 | 5,395,685 |
Shares Issued and Outstanding | 5,395,685 | 5,395,685 | 5,395,685 |
Liquidation Amount | $ 4,500 | $ 4,500 | $ 4,500 |
Carrying Amount | $ 4,413 | $ 4,413 | $ 4,413 |
Series B Redeemable convertible preferred stock [Member] | |||
Issue Price per share | $ 2.2513 | $ 2.2513 | $ 2.2513 |
Shares Authorized | 5,108,073 | 5,108,073 | 5,108,073 |
Shares Issued and Outstanding | 5,108,073 | 5,108,073 | 5,108,073 |
Liquidation Amount | $ 11,500 | $ 11,500 | $ 11,500 |
Carrying Amount | $ 11,362 | $ 11,362 | $ 11,362 |
Series C Redeemable convertible preferred stock [Member] | |||
Issue Price per share | $ 2.8652 | $ 2.8652 | $ 2.8652 |
Shares Authorized | 12,789,050 | 12,789,050 | 12,789,050 |
Shares Issued and Outstanding | 12,789,050 | 12,789,050 | 12,789,050 |
Liquidation Amount | $ 36,643 | $ 36,643 | $ 36,643 |
Carrying Amount | $ 36,324 | $ 36,324 | $ 36,324 |
Series C plus redeemable convertible preferred stock [Member] | |||
Issue Price per share | $ 4.8361 | $ 4.8361 | $ 4.8361 |
Shares Authorized | 6,203,345 | 6,203,345 | 6,203,345 |
Shares Issued and Outstanding | 6,203,345 | 6,203,345 | 6,203,345 |
Liquidation Amount | $ 30,000 | $ 30,000 | $ 30,000 |
Carrying Amount | $ 29,945 | $ 29,945 | $ 29,945 |
Series D Redeemable Convertible Preferred Stock [Member] | |||
Issue Price per share | $ 28.4413 | ||
Shares Authorized | 4,869,854 | ||
Shares Issued and Outstanding | 4,869,854 | ||
Liquidation Amount | $ 138,505 | ||
Carrying Amount | $ 138,257 | ||
Series D Plus Redeemable Convertible Preferred Stock [Member] | |||
Issue Price per share | $ 29.4449 | ||
Shares Authorized | 1,698,088 | ||
Shares Issued and Outstanding | 1,698,088 | ||
Liquidation Amount | $ 50,000 | ||
Carrying Amount | $ 49,640 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) | Jul. 31, 2019 | Nov. 06, 2018 | May 31, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock Issued During Period, Shares, New Issues | 1,698,088 | |||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||
Stock Issued During Period, Value, New Issues | $ 50,000,000 | |||||||
Dividends, Preferred Stock | $ 0 | $ 0 | $ 0 | |||||
Series A Redeemable convertible preferred stock [Member] | ||||||||
Preferred Stock, Convertible, Conversion Price | $ 0.8340 | $ 0.8340 | ||||||
Series B Redeemable convertible preferred stock [Member] | ||||||||
Preferred Stock, Convertible, Conversion Price | 2.2513 | $ 2.2513 | ||||||
Series C Redeemable convertible preferred stock [Member] | ||||||||
Proceeds from Issuance of Common Stock | $ 100,000,000 | |||||||
Preferred Stock, Convertible, Conversion Price | 2.8652 | $ 2.8652 | ||||||
Series C plus redeemable convertible preferred stock [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 232,582 | 5,970,763 | ||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||
Share Price | $ 4.8361 | |||||||
Stock Issued During Period, Value, New Issues | $ 1,100,000 | $ 28,900,000 | ||||||
Preferred Stock, Convertible, Conversion Price | 4.8361 | $ 4.8361 | ||||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 4,869,854 | |||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||
Stock Issued During Period, Value, New Issues | $ 138,500,000 | |||||||
Preferred Stock, Convertible, Conversion Price | 28.4413 | |||||||
Series D Redeemable Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 4,869,854 | |||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||
Stock Issued During Period, Value, New Issues | $ 138,500,000 | |||||||
Series D Plus Redeemable Convertible Preferred Stock [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,698,088 | |||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||
Stock Issued During Period, Value, New Issues | $ 50,000,000 | |||||||
Preferred Stock, Convertible, Conversion Price | $ 29.4449 | |||||||
Series D Plus Redeemable Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,698,088 | |||||||
Shares Issued, Price Per Share | $ 0.000001 | |||||||
Stock Issued During Period, Value, New Issues | $ 50,000,000 | |||||||
Series D And SeriesD plus Redeemable convertible preferred stock [Member] | ||||||||
Proceeds from Issuance of Common Stock | $ 100,000,000 | |||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||
Percentage of conversion from the holders of the redeemable convertible preferred stock an as-converted basis | 66.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 30, 2021 | Dec. 31, 2018 | May 03, 2013 | |
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares of common stock reserved for future issuance under the plan | 40,252,490 | 33,218,139 | 33,218,139 | ||||
Options vesting rights | generally vest 25% upon completion of one year of service and 1/48 per month thereafter, however in certain instances options have been granted with immediate vesting | Generally, options granted will vest 25% upon completion of one year of service and 1/48 per month thereafter; however, in certain instances options have been granted with immediate vesting. | |||||
Options vesting rights percentage | 25.00% | 25.00% | |||||
Options expiration period from the date of grant | 10 years | 10 years | |||||
Weighted average grant date fair value per share of options granted | $ 0.93 | $ 0.47 | $ 0.48 | $ 0.51 | |||
Total grant date fair value of options vested | $ 0 | $ 0 | $ 204,000 | $ 47,000 | |||
Unrecognized stock based compensation cost | $ 1,300 | $ 100 | $ 200 | ||||
Estimated weighted average period | 3 years 3 months 18 days | 1 year 9 months 18 days | 2 years 6 months | ||||
Number of shares available for future grants | 491,003 | 2,660,007 | 2,564,190 | 2,818,286 | 2,982,792 | ||
Subsequent Event [Member] | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares available for future grants | 491,003 | ||||||
2013 Plan | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares of common stock reserved for future issuance under the plan | 3,721,986 | ||||||
2018 Plan | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares of common stock reserved for future issuance under the plan | 2,564,190 | ||||||
2021 Plan | |||||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||||
Number of shares of common stock reserved for future issuance under the plan | 486,975 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary Of Stock Option plan Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of Shares Available for Grant, Beginning Balance | 2,564,190 | 2,818,286 | 2,818,286 | 2,982,792 | |
Number of Shares Available for Grant, Additional shares authorized | 486,975 | ||||
Number of Shares Available for Grant, Options granted | (2,587,516) | (188,920) | (287,720) | (537,200) | |
Number of Shares Available for Grant, Options exercised | 0 | 0 | 0 | ||
Number of Shares Available for Grant, Options cancelled and forfeited | 27,354 | 30,641 | 33,624 | 372,694 | |
Number of Shares Available for Grant, Ending Balance | 491,003 | 2,660,007 | 2,564,190 | 2,818,286 | 2,982,792 |
Number of Shares Underlying Outstanding Options, Beginning Balance | 1,157,769 | 903,700 | 903,700 | 779,166 | |
Number of Shares Underlying Outstanding Options, Options granted | 2,587,516 | 188,920 | 287,720 | 537,200 | |
Number of Shares Underlying Outstanding Options, Options exercised | (20,539) | 0 | 0 | (40,000) | |
Number of Shares Underlying Outstanding Options, Options cancelled and forfeited | (27,354) | (30,641) | (33,651) | (372,666) | |
Number of Shares Underlying Outstanding Options, Ending Balance | 3,697,392 | 1,061,979 | 1,157,769 | 903,700 | 779,166 |
Number of Shares Underlying Outstanding Options, Vested and expected to vest | 3,697,392 | 1,061,979 | 1,157,769 | 903,700 | |
Number of Shares Underlying Outstanding Options, Exercisable | 867,272 | 751,267 | 701,122 | 260,205 | |
Weighted- Average Exercise Price per Share, Beginning Balance | $ 0.72 | $ 0.69 | $ 0.69 | $ 0.44 | |
Weighted- Average Exercise Price per Share, Options granted | 1 | 0.82 | 0.81 | 0.87 | |
Weighted- Average Exercise Price per Share, Options exercised | 0.69 | 0 | 0.41 | ||
Weighted- Average Exercise Price per Share, Options cancelled and forfeited | 0.65 | 0.82 | 0.75 | 0.45 | |
Weighted- Average Exercise Price per Share, Ending Balance | 0.92 | 0.71 | 0.72 | 0.69 | $ 0.44 |
Weighted- Average Exercise Price per Share, Vested and expected to vest | 0.92 | 0.71 | 0.72 | 0.69 | |
Weighted- Average Exercise Price per Share, Exercisable | $ 0.70 | $ 0.68 | $ 0.66 | $ 0.45 | |
Weighted- Average Remaining Contractual Term (in years) | 8 years 8 months 12 days | 7 years 10 months 24 days | 7 years 9 months 18 days | 8 years 4 months 24 days | 7 years |
Weighted- Average Remaining Contractual Term (in years), Vested and expected to vest | 8 years 8 months 12 days | 7 years 10 months 24 days | 7 years 9 months 18 days | 8 years 4 months 24 days | |
Weighted- Average Remaining Contractual Term (in years), Exercisable | 6 years 9 months 18 days | 7 years 8 months 12 days | 7 years 4 months 24 days | 7 years | |
Aggregate Intrinsic Value, Beginning Balance | $ 243 | $ 138 | $ 138 | $ 336 | |
Aggregate Intrinsic Value, Options exercised | 18 | ||||
Aggregate Intrinsic Value, Ending Balance | 231 | 135 | 243 | 138 | $ 336 |
Aggregate Intrinsic Value, Vested and expected to vest | 231 | 135 | 243 | 138 | |
Aggregate Intrinsic Value, Exercisable | $ 202 | $ 112 | $ 187 | $ 94 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule Of Stock Based Compensation included in its consolidated statements of operations and comprehensive loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | $ 157 | $ 20 | $ 343 | $ 134 | $ 154 | $ 123 |
Research and Development Expense [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | 34 | 6 | 89 | 66 | 72 | 37 |
General and Administrative Expense [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation | $ 123 | $ 14 | $ 254 | $ 68 | $ 82 | $ 86 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule Of Fair Value Of the Employee Stock Options Calculated Using Black scholes Option Pricing Models based on Valuation Assumptions (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term (in years) | 6 years 29 days | 6 years 29 days | 6 years 29 days | |||
Risk-free interest rate | 0.37% | |||||
Risk-free interest rate, minimum | 0.85% | 0.64% | 0.26% | 0.40% | 1.60% | |
Risk-free interest rate, maximum | 0.98% | 1.13% | 0.94% | 0.90% | 2.50% | |
Expected volatility | 64.43% | |||||
Expected volatility, minimum | 69.28% | 67.99% | 61.76% | 61.80% | 61.80% | |
Expected volatility, maximum | 69.31% | 69.33% | 68.43% | 67.50% | 62.70% | |
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term (in years) | 2 years 6 months | 5 years | 6 years 1 month 6 days | |||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term (in years) | 6 years 29 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2021 | Jan. 11, 2021 | Dec. 31, 2020 |
Preferred shares, shares authorized | 36,064,095 | 29,496,153 | |
Preferred stock, par value, (per share) | $ 0.000001 | $ 0.000001 | |
Ivanhoe Capital Acquisition Corp [Member] | |||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 | 0 |
Shareholders' Equity (Deficit_3
Shareholders' Equity (Deficit) - Common stock (Details) | Jan. 11, 2021vote$ / sharesshares | Jan. 06, 2021shares | Dec. 16, 2020shares | Dec. 31, 2020vote$ / sharesshares | Sep. 30, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)vote$ / sharesshares | Jul. 22, 2020shares | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | ||||||||
Common shares, shares authorized (in shares) | 45,000,000 | 45,000,000 | 45,000,000 | 39,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
Common shares, shares issued (in shares) | 10,245,074 | 10,265,613 | 10,245,074 | 10,245,074 | ||||
Common stock, shares outstanding | 10,245,074 | 10,265,613 | 10,245,074 | 10,245,074 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 29,496,153 | 36,064,095 | 29,496,153 | 29,496,153 | ||||
Aggregate Of Sponsor Shares Surrendered | 2,875,000 | |||||||
Dividends declared | $ | $ 0 | $ 0 | ||||||
Common stock voting rights | one vote | one vote | ||||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Aggregate Of Sponsor Shares Surrendered | 900,000 | |||||||
Temporary Equity, Shares Issued | 1,150,000 | |||||||
Convertible Stock Conversion Ratio | 20 | 20 | ||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Number Of Votes Per Share | vote | 1 | 1 | 1 | 1 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 27,600,000 | 0 | ||||
Common stock, shares outstanding | 0 | 0 | 27,600,000 | 0 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | |||||||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 0 | 27,600,000 | 0 | ||||
Temporary Equity, Shares Issued | 27,600,000 | 0 | 27,600,000 | 0 | ||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Number Of Votes Per Share | vote | 10 | |||||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 8,625,000 | |||
Common stock, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 6,900,000 | |||||||
Aggregate Of Sponsor Shares Surrendered | 2,875,000 | |||||||
Temporary Equity, Shares Issued | 1,150,000 | |||||||
Number Of Shares Subject To Forfeiture | 900,000 | 900,000 | 900,000 | |||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | Over-Allotment Option | ||||||||
Class of Stock [Line Items] | ||||||||
Number Of Shares Subject To Forfeiture | 900,000 |
Shareholders' Equity (Deficit_4
Shareholders' Equity (Deficit) - Warrants (Details) | 6 Months Ended | 9 Months Ended | |
Jan. 11, 2021Day$ / shares | Dec. 31, 2020Day$ / shares | Sep. 30, 2021Day$ / shares | |
Class of Stock [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Stock [Line Items] | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months | 12 months |
Maximum period after business combination in which to file registration statement | 15 days | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | 60 days | 60 days |
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 |
Public Warrants expiration term | 5 years | 5 years | 5 years |
Threshold issue price per share | $ 9.20 | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | 60.00% |
Threshold Number Of Specified Trading Days Determining Volume Weighted Average Trading Price | 10 days | 10 days | 10 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% | 180.00% |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | 30 days |
Common Stock, Trading Days On Which Fair Market Value Of Shares Is Reported | Day | 10 | 10 | 10 |
Multiplier Used In Calculating Warrant Exercise Price | 0.361 | 0.361 | 0.361 |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Stock [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | 30 days |
Share PriceTrigger Used To Measure Dilution Of Warrant | $ 18 | $ 18 | $ 18 |
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights | $ 0.01 | $ 0.01 | $ 0.01 |
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days | Day | 20 | 20 | 20 |
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Consecutive Trading Days | Day | 30 | 30 | 30 |
Redemption Period | 30 days | 30 days | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Stock [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Share PriceTrigger Used To Measure Dilution Of Warrant | $ 10 | $ 10 | $ 10 |
Class Of Warrant Or Right, Redemption Price Of Warrants Or Rights | $ 0.10 | $ 0.10 | $ 0.10 |
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Trading Days | Day | 20 | 20 | 20 |
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, , Threshold Consecutive Trading Days | Day | 30 | 30 | 30 |
Shareholders' Equity (Deficit_5
Shareholders' Equity (Deficit) - Schedule of Shares of Common Stock Available for Future Issuance on an as if Converted Basis (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock Available For Future Issuance On An Converted Basis [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 40,252,490 | 33,218,139 | 33,218,139 |
Redeemable convertible preferred stock | |||
Common Stock Available For Future Issuance On An Converted Basis [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 36,064,095 | 29,496,153 | 29,496,153 |
Common stock options outstanding | |||
Common Stock Available For Future Issuance On An Converted Basis [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 3,697,392 | 3,718,568 | 903,700 |
Common stock options outstanding | Previously Reported [Member] | |||
Common Stock Available For Future Issuance On An Converted Basis [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 1,157,796 | ||
Shares reserved for issuance under the 2018 Plan | |||
Common Stock Available For Future Issuance On An Converted Basis [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 2,564,190 | 2,818,286 | |
Shares reserved for issuance under the Share Incentive Plan | |||
Common Stock Available For Future Issuance On An Converted Basis [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 491,003 | 3,418 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||||||||
Net loss | $ (7,995) | $ (6,629) | $ (3,595) | $ (3,312) | $ (3,041) | $ (3,690) | $ (18,219) | $ (10,043) | $ (13,889) | $ (14,702) |
Denominator: | ||||||||||
Weighted-average shares of common stock outstanding | 10,258,463 | 10,245,074 | 10,249,586 | 10,245,074 | 10,245,074 | 10,223,375 | ||||
Net loss per common share – basic and diluted | $ (0.78) | $ (0.32) | $ (1.78) | $ (0.98) | $ (1.36) | $ (1.44) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 39,761,487 | 30,558,132 | 30,653,949 | 30,399,853 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 36,064,095 | 29,496,153 | 29,496,153 | 29,496,153 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 3,697,392 | 1,061,979 | 1,157,796 | 903,700 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Line Items] | |||||||
Effective income tax rate | (0.04%) | 0.00% | (0.12%) | 0.00% | (0.10%) | (0.70%) | |
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% | ||||
Unrecognized tax beneifts, changes to the total amount | $ 0 | ||||||
Increase in valuation allowance | $ 3,400,000 | $ 4,100,000 | |||||
Threshold percentage change by value in its equity ownership considered as ownership change | 50.00% | ||||||
Description of income tax examination | The Company’s tax years remain open for examination within the U.S. for all years, until such time as the net operating losses are initially utilized. The Company’s tax years remain open for examination by foreign authorities beginning with the tax year ended December 31, 2018. | ||||||
Unrecognized tax benefits | $ 1,467,000 | 707,000 | $ 0 | ||||
Research Tax Credit Carryforward [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Tax credit carryforwards,annual limitation on use amount | 500,000 | ||||||
Domestic Tax Authority [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforwards | 45,700,000 | 33,400,000 | |||||
Pre Two Thousand And Eighteen [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforward,annual limitation on use amount | $ 500,000 | ||||||
Post Two Thousand And Seventeen [Member] | Domestic Tax Authority [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Percentage of operating loss carryforward available to offset annual taxable income | 80.00% | ||||||
2033 [Member] | Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Tax credit carryforward amount | $ 900,000 | 600,000 | |||||
2033 [Member] | MA | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforwards | 37,800,000 | ||||||
2033 [Member] | Pre Two Thousand And Eighteen [Member] | Domestic Tax Authority [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforwards | 9,200,000 | 9,200,000 | |||||
Carryforward Indefinitely [Member] | Post Two Thousand And Seventeen [Member] | Domestic Tax Authority [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Operating loss carryforwards | 36,400,000 | 24,100,000 | |||||
2030 [Member] | MA | Research Tax Credit Carryforward [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Tax credit carryforward amount | $ 800,000 | $ 600,000 |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
US | $ (9,696) | $ (12,672) |
Foreign | (4,186) | (1,922) |
Total | $ (13,882) | $ (14,594) |
Income Taxes - Summary of the I
Income Taxes - Summary of the Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||||||
Federal | $ 0 | $ 0 | ||||
State | 1 | 1 | ||||
Foreign | 6 | 107 | ||||
Total | 7 | 108 | ||||
Deferred: | ||||||
Federal | 0 | 0 | ||||
State | 0 | 0 | ||||
Foreign | 0 | 0 | ||||
Total | $ 3 | $ 0 | $ 22 | $ 0 | $ 7 | $ 108 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Statutory Tax Rate to the Effective Income Tax Rate (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||||
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% | |||
Foreign Tax | (0.10%) | (0.70%) | ||||
Foreign income taxed at non-US rates | (0.20%) | 0.00% | ||||
Other permanent items | (0.90%) | (1.10%) | ||||
Research and development tax credits | 2.20% | 3.00% | ||||
Unrecognized tax benefits | (0.70%) | (0.70%) | ||||
Increase in Valuation Allowance | (21.70%) | (21.80%) | ||||
Others | 0.30% | (0.40%) | ||||
Effective income tax rate | (0.04%) | 0.00% | (0.12%) | 0.00% | (0.10%) | (0.70%) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating losses | $ 12,033 | $ 9,142 |
Research and development tax credits | 1,079 | 709 |
Accruals and Reserves | 624 | 612 |
Stock-based compensation | 93 | 65 |
Other | 3 | 0 |
Gross deferred tax assets | 13,832 | 10,528 |
Valuation Allowance | (13,711) | (10,276) |
Total deferred tax assets | 121 | 252 |
Deferred tax liabilities: | ||
Fixed Assets | (121) | (252) |
Total deferred tax liabilities | (121) | (252) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Balances of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning of the year | $ 707 | $ 0 |
Increase – current year positions | 760 | 600 |
Increase – prior year positions | 0 | 107 |
End of the year | $ 1,467 | $ 707 |
Private Placement (Details)
Private Placement (Details) - Ivanhoe Capital Acquisition Corp [Member] - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 9 Months Ended | |
Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 5,013,333 | 5,013,333 | 5,013,333 |
Price of warrants | $ 1.50 | $ 1.50 | $ 1.50 |
Proceeds from sale of warrants | $ 7.5 | $ 7.5 | $ 7.5 |
Number of shares per warrant | 1 | 1 | 1 |
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Jan. 11, 2021 | Jan. 06, 2021 | Dec. 16, 2020 | Jul. 22, 2020 | May 31, 2021 | Sep. 30, 2020 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 1,698,088 | |||||||||
Aggregate purchase price | $ 50,000,000 | |||||||||
Number of shares surrender | 2,875,000 | |||||||||
Share dividend | 1,150,000 | |||||||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | $ 25,000 | [1],[2] | $ 1,100,000 | |||||
Number of shares surrender | 900,000 | |||||||||
Notes Payable, Related Parties | $ 0 | 0 | $ 0 | |||||||
Ivanhoe Capital Acquisition Corp [Member] | Working capital loans warrant | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan Amount Outstanding | $ 0 | $ 0 | ||||||||
Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares surrender | 2,875,000 | |||||||||
Share dividend | 1,150,000 | |||||||||
Aggregate number of shares owned | 6,900,000 | |||||||||
Shares subject to forfeiture | 900,000 | 900,000 | ||||||||
Sponsor | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||||||
Founder Shares | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of assign or sale of shares or warrants, after the completion of the initial business combination | 20.00% | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||||
Founder Shares | Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of assign or sale of shares or warrants, after the completion of the initial business combination | 20.00% | |||||||||
Founder Shares | Maximum [Member] | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 18 | |||||||||
Founder Shares | Minimum [Member] | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 18 | |||||||||
Founder Shares | Sponsor | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of assign or sale of shares or warrants, after the completion of the initial business combination | 20.00% | |||||||||
Founder Shares | Sponsor | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of assign or sale of shares or warrants, after the completion of the initial business combination | 20.00% | |||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 14 | |||||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||||
Founder Shares | Sponsor | Common Class B [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares issued | 8,625,000 | |||||||||
Aggregate purchase price | $ 25,000 | |||||||||
Number of shares surrender | 2,875,000 | |||||||||
Share dividend | 1,150,000 | |||||||||
Aggregate number of shares owned | 6,900,000 | |||||||||
Shares subject to forfeiture | 0 | 900,000 | 0 | |||||||
Common stock, shares subject to forfeiture, as a percent of issued and outstanding shares (as a percent) | 20.00% | |||||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||||
Founder Shares | Sponsor | Minimum [Member] | Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 16 | |||||||||
Related Party Loans [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maximum Borrowing Capacity of Related Party Promissory Note | $ 600,000 | |||||||||
Notes Payable, Related Parties | 500,000 | 0 | ||||||||
maximum Loans Convertible Into Warrants | $ 1,500,000 | |||||||||
Related Party Loans [Member] | Ivanhoe Capital Acquisition Corp [Member] | Working capital loans warrant | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Class of Warrant or Right, Price of Warrants or Rights | $ 1.50 | |||||||||
Administrative Support Agreement | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Expenses from Transactions with Related Party Per Month | $ 10,000 | $ 10,000 | $ 10,000 | |||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | |||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Apr. 09, 2021 | Jan. 11, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 22, 2020 |
Related Party Transaction [Line Items] | |||||||||
stock price per share | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | $ 0.000001 | ||||
Related party transaction amounts of transaction | $ 0 | $ 0 | |||||||
Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 0 | ||||||
Repayment of promissory note - related party | $ 0 | ||||||||
Maximum borrowing capacity of working capital loan | $ 945,000 | $ 945,000 | |||||||
Fair Value of convertible note - related party | 1,064,140 | 1,064,140 | |||||||
Due to related party | $ 10,532 | $ 10,532 | |||||||
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
stock price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary share price, per share | $ 11.50 | ||||||||
Common Class A [Member] | Convertible Debt [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
stock price per share | 0.0001 | ||||||||
Conversion price | $ 1.50 | ||||||||
Working capital loans warrant | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity of working capital loan | $ 1,500,000 | $ 1,500,000 | |||||||
Chief Executive Officer [Member] | Convertible Debt [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity of related party promissory note | $ 1,500,000 | ||||||||
Administrative Support Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to related party | 10,000 | 10,000 | |||||||
Administrative Support Agreement | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses per month | $ 10,000 | $ 10,000 | 10,000 | ||||||
Expenses incurred and paid | $ 30,000 | 90,000 | |||||||
Administrative Support Agreement | Sponsor | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses incurred and paid | $ 1,000 | ||||||||
Related Party Loans [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maximum borrowing capacity of related party promissory note | $ 600,000 | ||||||||
Outstanding balance of related party note | $ 0 | $ 0 | 500,000 | ||||||
Loan conversion agreement warrant | $ 1,500,000 | ||||||||
Related Party Loans [Member] | Working capital loans warrant | Ivanhoe Capital Acquisition Corp [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price of warrant | $ 1.50 |
Related Party Transactions - Su
Related Party Transactions - Summary of related party role in entity and voting interest on fully diluted basis (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Dr. Qichao Hu [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Chief Executive Officer, Founder and Board representation | Chief Executive Officer, Founder and Board representation | Chief Executive Officer, Founder and Board representation |
Voting Interest | 13.40% | 15.47% | 15.47% |
Long Siang Pte Ltd. [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Board representation | Board representation | Board representation |
Voting Interest | 8.30% | 9.58% | 9.58% |
Vertex Legacy Continuation Fund Pte Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Board representation | Board representation | Board representation |
Voting Interest | 9.70% | 10.79% | 10.79% |
General Motors Ventures LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Board representation | Board representation | Board representation |
Voting Interest | 7.00% | 7.25% | 7.25% |
Tianqi Lithium HK Co Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Board representation | Board representation | Board representation |
Voting Interest | 9.30% | 10.76% | 10.76% |
Anderson Investments Pte Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Board representation | Board representation | Board representation |
Voting Interest | 8.70% | 10.04% | 10.04% |
SK Holdings [Member] | |||
Related Party Transaction [Line Items] | |||
Role | Board representation | Board representation | Board representation |
Voting Interest | 12.90% | 11.89% | 11.89% |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Details) | 6 Months Ended | 9 Months Ended | |
Jan. 11, 2021Day$ / shares | Dec. 31, 2020Day$ / sharesshares | Sep. 30, 2021Day$ / sharesshares | |
Class of Warrant or Right [Line Items] | |||
Minimum threshold written notice period for redemption of public warrants | 30 days | ||
Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Warrant or Right [Line Items] | |||
Public Warrants exercisable term after the completion of a business combination | 30 days | 30 days | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months | 12 months | 12 months |
Maximum period after business combination in which to file registration statement | 15 days | 15 days | |
Period of time within which registration statement is expected to become effective | 60 days | 60 days | 60 days |
Exercise price of warrants | $ 11.50 | $ 11.50 | $ 11.50 |
Public Warrants expiration term | 5 years | 5 years | 5 years |
Threshold issue price per share | $ 9.20 | $ 9.20 | $ 9.20 |
Percentage of gross proceeds on total equity proceeds | 60.00% | 60.00% | 60.00% |
Threshold trading days determining volume weighted average price | 10 days | 10 days | 10 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | 115.00% | 115.00% |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% | 180.00% |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | 30 days |
Number of trading days on which fair market value of shares is reported | Day | 10 | 10 | 10 |
Multiplier used in calculating warrant exercise price | 0.361 | 0.361 | 0.361 |
Ivanhoe Capital Acquisition Corp [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Period For Filling Registration Statement After Business Combination | 15 days | ||
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price trigger used to measure dilution of warrant | $ 18 | $ 18 | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | 30 days |
Threshold trading days for redemption of public warrants | Day | 20 | 20 | 20 |
Threshold consecutive trading days for redemption of public warrants | Day | 30 | 30 | 30 |
Redemption period | 30 days | 30 days | 30 days |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Warrant or Right [Line Items] | |||
Share price trigger used to measure dilution of warrant | $ 10 | $ 10 | $ 10 |
Redemption price per public warrant (in dollars per share) | $ 0.10 | $ 0.10 | $ 0.10 |
Minimum threshold written notice period for redemption of public warrants | 30 days | 30 days | |
Threshold trading days for redemption of public warrants | Day | 20 | 20 | 20 |
Threshold consecutive trading days for redemption of public warrants | Day | 30 | 30 | 30 |
Warrant [Member] | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | shares | 0 | ||
Private Placement Warrants | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | shares | 5,013,333 | ||
Public Warrants | Ivanhoe Capital Acquisition Corp [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | shares | 9,200,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) | 6 Months Ended | 9 Months Ended | ||
Jan. 11, 2021USD ($)vote$ / sharesshares | Sep. 30, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Temporary Equity [Line Items] | ||||
Common Stock, Shares Authorized | shares | 45,000,000 | 45,000,000 | 39,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | |
Temporary equity, shares outstanding | shares | 36,064,095 | 29,496,153 | 29,496,153 | |
Common Class A [Member] | Ivanhoe Capital Acquisition Corp [Member] | ||||
Temporary Equity [Line Items] | ||||
Common Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | 200,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Stock, Number Of Votes Per Share | vote | 1 | 1 | 1 | |
Temporary equity, shares outstanding | shares | 27,600,000 | |||
Class A Common Stock Subject to Redemption | Ivanhoe Capital Acquisition Corp [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity, shares outstanding | shares | 27,600,000 | 27,600,000 | 0 | |
Gross proceeds from Initial Public Offering | $ | $ 276,000,000 | $ 276,000,000 | ||
Fair value of Public Warrants at issuance | $ | (14,628,000) | (14,628,000) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | $ | (14,971,596) | (14,971,596) | ||
Accretion on Class A ordinary shares subject to possible redemption amount | $ | 29,599,596 | 29,599,596 | ||
Class A ordinary shares subject to possible redemption | $ | $ 276,000,000 | $ 276,000,000 |
Note payable - Additional Infor
Note payable - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Proceeds from notes payable | $ 0 | $ 840,000 | $ 840,000 | $ 0 | |
PPP Note [Member] | |||||
Proceeds from notes payable | $ 800 | ||||
Debt instrument, Interest rate, Stated percentage | 1.00% | ||||
Interest expense, Debt | $ 0 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan employer contributions amount | $ 0 | $ 0 |
Segment and Geographic Inform_3
Segment and Geographic Information - Schedule Of Long lived Assets by geographical areas (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property and equipment, net: | |||
Total property and equipment, net | $ 5,656 | $ 6,044 | $ 7,185 |
Intangible assets, net: | |||
Total intangible assets, net | $ 1,632 | 1,728 | 1,856 |
Total long-lived assets | 7,772 | 9,041 | |
UNITED STATES | |||
Property and equipment, net: | |||
Total property and equipment, net | 3,700 | 4,618 | |
CHINA | |||
Property and equipment, net: | |||
Total property and equipment, net | 2,344 | 2,567 | |
SINGAPORE | |||
Intangible assets, net: | |||
Total intangible assets, net | $ 1,728 | $ 1,856 |
Segment and Geographic Inform_4
Segment and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Partnerships - Additional Infor
Partnerships - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Accounts receivable, related parties, current | $ 1,138,000 | $ 1,138,000 | $ 0 | |
Partnership Interest [Member] | General Motors [Member] | Joint Development Agreement [Member] | ||||
Research and development arrangement, Term of agreement | 3 years | |||
Partnership Interest [Member] | General Motors [Member] | Joint Development Agreement [Member] | Research and Development Arrangement [Member] | ||||
Accounts receivable, related parties, current | 800,000 | 800,000 | ||
Partnership Interest [Member] | Research and Development Expense [Member] | General Motors [Member] | Joint Development Agreement [Member] | Research and Development Arrangement [Member] | ||||
Related party transaction, Other revenues from transactions with related party | 800,000 | 5,900,000 | ||
Partnership Interest [Member] | Hyundai [Member] | ||||
Research and development arrangement, Outstanding receivable | 0 | 0 | $ 0 | |
Partnership Interest [Member] | Hyundai [Member] | Research and Development Expense [Member] | ||||
Research and development arrangement, Contract to perform for others, Compensation earned | $ 300,000 | $ 1,100,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 22, 2021 | Jul. 12, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 01, 2021 | Feb. 28, 2021 | Jan. 15, 2021 | Jul. 22, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 1,698,088 | |||||||||||||||||||
Aggregate purchase price | $ 50,000,000 | |||||||||||||||||||
Operating leases, rent expense | $ 500,000 | $ 300,000 | $ 1,200,000 | $ 900,000 | $ 1,300,000 | $ 1,100,000 | ||||||||||||||
Shares issued, price per share | $ 0.000001 | |||||||||||||||||||
Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||||||||||
Aggregate purchase price | $ 25,000 | $ 25,000 | $ 25,000 | [1],[2] | $ 1,100,000 | |||||||||||||||
Shares issued, price per share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||
Series D Redeemable Convertible Preferred Stock | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 4,869,854 | |||||||||||||||||||
Aggregate purchase price | $ 138,500,000 | |||||||||||||||||||
Shares issued, price per share | $ 0.000001 | |||||||||||||||||||
Series D Plus Redeemable Convertible Preferred Stock | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 1,698,088 | |||||||||||||||||||
Aggregate purchase price | $ 50,000,000 | |||||||||||||||||||
Shares issued, price per share | $ 0.000001 | |||||||||||||||||||
Existing Shareholders | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Operating leases, rent expense | $ 67,000,000 | |||||||||||||||||||
PIPE Investors | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 27,500,000 | |||||||||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||||||||
Aggregate amount of commitments under subscription agreements | $ 275,000 | |||||||||||||||||||
PIPE Investors | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||||||||||
Aggregate amount of commitments under subscription agreements | $ 200,000 | |||||||||||||||||||
PIPE Investors | Business Combination Agreement | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 75,000,000 | |||||||||||||||||||
Ses Holdings Pte. Ltd | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Earn-out shares | 30,000,000 | |||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||
Closing stock trigger price for issuance of earn-out shares. | $ 18 | |||||||||||||||||||
Minimum period of closing stock trigger price for issuance of earn-out shares | 1 year | |||||||||||||||||||
Maximum period of closing stock trigger price for issuance of earn-out shares | 5 years | |||||||||||||||||||
Business acquisition, date of acquisition agreement | Jul. 12, 2021 | |||||||||||||||||||
Ses Holdings Pte. Ltd | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||||||||
Related Party Loans | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 500,000 | |||||||||||||||||
Subsequent Event | Series D Redeemable Convertible Preferred Stock | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 4,869,854 | |||||||||||||||||||
Aggregate purchase price | $ 138,500,000 | |||||||||||||||||||
Shares issued, price per share | $ 0.000001 | |||||||||||||||||||
Subsequent Event | Series D Redeemable Convertible Preferred Stock | General Motors | Joint Development Agreement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Convertible preferred stock, nonredeemable or redeemable, issuer option, value | $ 50,000,000 | $ 50,000,000 | ||||||||||||||||||
Subsequent Event | Series D Plus Redeemable Convertible Preferred Stock | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 1,698,088 | |||||||||||||||||||
Aggregate purchase price | $ 50,000,000 | |||||||||||||||||||
Shares issued, price per share | $ 0.000001 | |||||||||||||||||||
Subsequent Event | Series D Plus Redeemable Convertible Preferred Stock | Hyundai | Joint Development Agreement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Convertible preferred stock, nonredeemable or redeemable, issuer option, value | $ 50,000,000 | |||||||||||||||||||
Subsequent Event | Minimum | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Operating leases, rent expense | $ 800,000 | |||||||||||||||||||
Subsequent Event | Maximum | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Operating leases, rent expense | $ 1,500,000 | |||||||||||||||||||
Subsequent Event | Existing Shareholders | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Aggregate purchase price | $ 67,000,000 | |||||||||||||||||||
Subsequent Event | PIPE Investors | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 7,500,000 | 27,450,000 | ||||||||||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||||||||||
Aggregate purchase price | $ 75,000,000 | $ 274,500,000 | ||||||||||||||||||
Subsequent Event | PIPE Investors | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 20,000,000 | |||||||||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||||||||
Aggregate purchase price | $ 200,000,000 | |||||||||||||||||||
Aggregate amount of commitments under subscription agreements | $ 275,000 | |||||||||||||||||||
Subsequent Event | PIPE Investors | Business Combination Agreement | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares issues | 27,500,000 | |||||||||||||||||||
Sale of stock, price per share | $ 10 | |||||||||||||||||||
Aggregate purchase price | $ 275,000,000 | |||||||||||||||||||
Subsequent Event | Ses Holdings Pte. Ltd | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Earn-out shares | 29,999,947 | |||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||
Closing stock trigger price for issuance of earn-out shares. | $ 18 | |||||||||||||||||||
Business acquisition, date of acquisition agreement | Jul. 12, 2021 | |||||||||||||||||||
Subsequent Event | Ses Holdings Pte. Ltd | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Earn-out shares | 30,000,000 | |||||||||||||||||||
Share price | $ 10 | |||||||||||||||||||
Closing stock trigger price for issuance of earn-out shares. | $ 18 | |||||||||||||||||||
Minimum period of closing stock trigger price for issuance of earn-out shares | 1 year | |||||||||||||||||||
Maximum period of closing stock trigger price for issuance of earn-out shares | 5 years | |||||||||||||||||||
Subsequent Event | Related Party Loans | Ivanhoe Capital Acquisition Corp [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Outstanding balance of related party note | $ 500,000 | |||||||||||||||||||
[1] | Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,875,000 Class B ordinary shares to the Company for cancellation for no consideration on December 16, 2020; and (ii) the share capitalization of 1,150,000 shares on January 6, 2021, resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding (see Note 6). | |||||||||||||||||||
[2] | This number excludes an aggregate of up to 900,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On January 11, 2021, the underwriter exercised its over-allotment option, in full; thus these shares are no longer subject to forfeiture (see Note 6). |