Document and Entity Information
Document and Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001819142 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-39845 | ||
Entity Registrant Name | SES AI Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 88-0641865 | ||
Entity Address, Address Line One | 35 Cabot Road | ||
Entity Address, City or Town | Woburn | ||
Entity Address State Or Province | MA | ||
Entity Address, Postal Zip Code | 01801 | ||
City Area Code | 339 | ||
Local Phone Number | 298-8750 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Boston, Massachusetts | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Entity Listing, Par Value Per Share | $ 0.0001 | ||
Trading Symbol | SES | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 305,930,731 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 43,881,251 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock,each at an exercise price of $11.50 | ||
Trading Symbol | SES WS | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 106,623 | $ 160,497 |
Short-term investments | 283,460 | |
Receivable from related party | 2,383 | 7,910 |
Inventories | 383 | |
Prepaid expenses and other current assets | 3,792 | 1,563 |
Total current assets | 396,641 | 169,970 |
Property and equipment, net | 27,756 | 12,494 |
Intangible assets, net | 1,473 | 1,626 |
Right-of-use assets, net | 11,363 | |
Other assets | 3,206 | 9,263 |
Total assets | 440,439 | 193,353 |
Current Liabilities | ||
Accounts payable | 6,187 | 4,712 |
Operating lease liabilities, current | 1,899 | |
Accrued expenses and other current liabilities | 11,271 | 6,273 |
Total current liabilities | 19,357 | 10,985 |
Sponsor Earn-Out liability | 10,961 | |
Operating leases, non-current | 10,165 | |
Unearned government grant | 6,657 | |
Other liabilities | 1,760 | 749 |
Total liabilities | 48,900 | 11,734 |
Commitments and contingencies (Note 14) | ||
Redeemable convertible preferred stock, $0.000001 par value - none authorized, issued and outstanding as of December 31, 2022; 213,960,286 shares authorized, issued and outstanding as of December 31, 2021 (aggregate liquidation preference of $271,148 as of December 31, 2021) | 269,941 | |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized, none issued and outstanding as of December 31, 2022 and 2021, respectively | ||
Common stock: Class A shares, $0.0001 par value; 2,100,000,000 shares authorized; 305,833,589 and 22,261,480 shares issued and outstanding as of December 31, 2022 and 2021, respectively; Class B shares, $0.0001 par value; 200,000,000 shares authorized; 43,881,251 and 39,881,455 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 35 | 6 |
Additional paid-in capital | 538,041 | 5,598 |
Accumulated deficit | (145,286) | (94,293) |
Accumulated other comprehensive (loss) income | (1,251) | 367 |
Total stockholders' equity | 391,539 | (88,322) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity | $ 440,439 | $ 193,353 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | ||
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 213,960,286 | ||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 213,960,286 | 174,994,140 | 174,994,140 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 213,960,286 | ||
Redeemable convertible preferred stock, liquidation amount | $ 271,148 | |||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized (in shares) | 20,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, shares issued (in shares) | 349,714,840 | |||
Common stock, shares outstanding (in shares) | 349,714,840 | |||
Common Class A [Member] | ||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 2,100,000,000 | |||
Common stock, shares issued (in shares) | 305,833,589 | 22,261,480 | ||
Common stock, shares outstanding (in shares) | 305,833,589 | 22,261,480 | ||
Common Class B [Member] | ||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||
Common stock, shares issued (in shares) | 43,881,251 | 39,881,455 | ||
Common stock, shares outstanding (in shares) | 43,881,251 | 39,881,455 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | |||
Research and development | $ 27,967 | $ 15,514 | $ 9,443 |
General and administrative | 51,606 | 16,492 | 4,460 |
Total operating expenses | 79,573 | 32,006 | 13,903 |
Loss from operations | (79,573) | (32,006) | (13,903) |
Other income (expense): | |||
Change of fair value of Sponsor Earn-Out liability, net | 25,432 | ||
Interest income, net | 6,196 | 248 | 76 |
Other expense, net | (1,793) | (312) | (55) |
Gain on forgiveness of PPP note | 840 | ||
Total other income, net | 29,835 | 776 | 21 |
Loss before income taxes | (49,738) | (31,230) | (13,882) |
Provision for income taxes | (1,255) | (25) | (7) |
Net loss | (50,993) | (31,255) | (13,889) |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | (1,373) | 234 | 188 |
Unrealized loss on short-term investments | (245) | ||
Total comprehensive loss | $ (52,611) | $ (31,021) | $ (13,701) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.18) | $ (0.51) | $ (0.23) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.18) | $ (0.51) | $ (0.23) |
Weighted-average shares outstanding, basic (in shares) | 288,304,750 | 61,089,065 | 60,781,758 |
Weighted-average shares outstanding, diluted (in shares) | 288,304,750 | 61,089,065 | 60,781,758 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2019 | |
Redeemable convertible preferred stock, carrying amount | $ 82,044 | |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 174,994,140 |
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination | $ (269,941) | |
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination (in shares) | (213,960,286) | |
Previously Reported [Member] | ||
Redeemable convertible preferred stock, carrying amount | $ 82,044 | |
Redeemable convertible preferred stock, shares issued (in shares) | 29,496,153 | |
Revision of Prior Period, Adjustment [Member] | ||
Redeemable convertible preferred stock, shares issued (in shares) | 145,497,987 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] Previously Reported [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] Previously Reported [Member] | AOCI Attributable to Parent [Member] Revision of Prior Period, Adjustment [Member] | AOCI Attributable to Parent [Member] | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 6 | $ 6 | $ 682 | $ (6) | $ 676 | $ (49,149) | $ (49,149) | $ (55) | $ (55) | $ (48,522) | $ (48,522) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 10,245,074 | 50,536,901 | 60,781,975 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation | 154 | 154 | ||||||||||||
Foreign currency translation adjustments | 188 | $ 188 | ||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 0 | |||||||||||||
Net loss | (13,889) | $ (13,889) | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 6 | 830 | (63,038) | 133 | (62,069) | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 60,781,975 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock-based compensation | 4,571 | 4,571 | ||||||||||||
Foreign currency translation adjustments | $ 234 | $ 234 | 234 | |||||||||||
Issuance of common stock upon exercise of stock options | 197 | 197 | ||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,360,960 | |||||||||||||
Net loss | $ (31,255) | $ (31,255) | (31,255) | |||||||||||
Ending balance at Dec. 31, 2021 | $ 6 | 5,598 | (94,293) | 367 | (88,322) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 62,142,935 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination | $ 21 | 269,920 | 269,941 | |||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination (in shares) | 213,960,286 | |||||||||||||
Business Combination and PIPE Financing, net of redemptions and transaction costs | $ 7 | 234,514 | 234,521 | |||||||||||
Business Combination and PIPE Financing, net of redemptions and transaction costs (in shares) | 71,767,824 | |||||||||||||
Forfeitures of Earn-Out restricted shares | (387,005) | |||||||||||||
Post close adjustment of transaction costs related to Business Combination and PIPE Financing | 4,905 | 4,905 | ||||||||||||
Stock-based compensation | 22,775 | 22,775 | ||||||||||||
Foreign currency translation adjustments | (1,373) | (1,373) | ||||||||||||
Issuance of common stock upon exercise of stock options | $ 1 | 329 | $ 330 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 2,089,351 | 2,089,351 | ||||||||||||
Restricted stock units vested (in shares) | 185,944 | |||||||||||||
Forfeitures of restricted stock awards (in shares) | (44,495) | |||||||||||||
Unrealized loss on short-term investments | (245) | $ (245) | ||||||||||||
Net loss | (50,993) | (50,993) | ||||||||||||
Ending balance at Dec. 31, 2022 | $ 35 | $ 538,041 | $ (145,286) | $ (1,251) | $ 391,539 | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 349,714,840 | 349,714,840 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Common stock, shares issued (in shares) | 349,714,840 | ||
Exchange ratio | 5.9328 | 5.9328 | |
Common Class A [Member] | |||
Common stock, shares issued (in shares) | 305,833,589 | 22,261,480 | |
Common Class B [Member] | |||
Common stock, shares issued (in shares) | 43,881,251 | 39,881,455 | |
Common Stock [Member] | |||
Common stock, shares issued (in shares) | 349,714,840 | 62,142,935 | 60,781,975 |
Common Stock [Member] | Common Class A [Member] | |||
Business Combination and PIPE Financing, net of redemptions and transaction costs, restricted shares subject to vesting (in shares) | 33,793,878 | ||
Common Stock [Member] | Common Class B [Member] | |||
Business Combination and PIPE Financing, net of redemptions and transaction costs, restricted shares subject to vesting (in shares) | 3,999,796 | ||
Common Stock [Member] | Common Class B [Member] | Revision of Prior Period, Adjustment [Member] | |||
Common stock, shares issued (in shares) | 39,881,455 | 39,881,455 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | |||
Net loss | $ (50,993) | $ (31,255) | $ (13,889) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Gain on change of fair value of Sponsor Earn-Out liability | (25,432) | ||
Stock-based compensation | 22,775 | 4,571 | 154 |
Depreciation and amortization | 2,596 | 1,662 | 1,706 |
Accretion income from available-for-sale short-term investments | (2,350) | ||
Other | 490 | 95 | |
Gain on forgiveness of PPP note | (840) | ||
Changes in operating assets and liabilities: | |||
Receivable from related party | 5,525 | (7,910) | |
Inventories | (383) | ||
Prepaid expenses and other assets | (1,586) | (1,666) | (333) |
Accounts payable | (3,975) | 1,287 | 608 |
Accrued expenses and other liabilities | 6,833 | 4,065 | 745 |
Net cash used in operating activities | (46,500) | (29,991) | (11,009) |
Cash Flows From Investing Activities | |||
Purchases of property and equipment | (14,654) | (8,951) | (982) |
Purchase of short-term investments | (411,355) | (150,810) | (17,487) |
Proceeds from the maturities of short-term investments | 130,000 | 163,101 | 5,196 |
Purchases of intangible assets | (26) | ||
Net cash (used in) provide by investing activities | (296,009) | 3,314 | (13,273) |
Cash Flows From Financing Activities | |||
Proceeds from Business Combination and PIPE Financing, net of issuance costs | 282,940 | ||
Proceeds from government grant | 6,657 | ||
Proceeds from stock option exercises | 330 | 197 | |
Proceeds from issuance of Series D and D plus redeemable convertible preferred stock, net of issuance costs | 187,897 | ||
Payment of deferred offering costs | (3,334) | ||
Proceeds from PPP note | 840 | ||
Net cash provided by financing activities | 289,927 | 184,760 | 840 |
Effect of exchange rates on cash | (526) | 233 | 188 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (53,108) | 158,316 | (23,254) |
Cash, cash equivalents and restricted cash at beginning of period | 161,044 | 2,728 | 25,982 |
Cash, cash equivalents and restricted cash at end of period | 107,936 | 161,044 | 2,728 |
Supplemental Non-Cash Information: | |||
Conversion of Redeemable Convertible Preferred Stock to shares of Class A Common Stock | (269,941) | ||
Release of accrued transaction costs related to Business Combination and PIPE Financing | 6,061 | ||
Accounts payable and accrued expenses related to purchases of property and equipment | 4,349 | 378 | $ 145 |
Lease liabilities arising from obtaining right-of-use assets | 1,547 | ||
Liabilities of Ivanhoe acquired in the Business Combination | $ (387) | ||
Deferred offering costs included in accounts payable and accrued expenses and other liabilities | $ 2,377 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business SES AI Corporation, and consolidated subsidiaries (together the “Company”) consists of SES AI Corporation (“SES”) and its wholly-owned subsidiary SES Holdings Pte. Ltd. (“SES Holdings” or “Old SES”), along with its wholly owned subsidiaries SolidEnergy Systems, LLC (“SES LLC”), SolidEnergy (Shanghai) Co., Ltd. (“SES Shanghai”), SolidEnergy Systems Securities Corporation (“SES Securities”), Viking Power Systems Pte. Ltd. (“SES Viking”), SES AI Korea Co., Ltd. (“SES Korea”) and SES Energy Pte. Ltd. (“SES Energy”). SES Holdings is a Singapore private company limited by shares formed in November 2018. SES 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. SES Shanghai was registered in Shanghai, China in August 2018. SES Securities was incorporated in December 2017 as a Massachusetts Security Corporation. SES Viking is a Singapore private company limited by shares and was formed in May 2019. SES Korea, formerly known as Massachusetts Solid Energy Co., Ltd., was registered in South Korea in November 2021. SES Energy is a Singapore private company and was incorporated in September 2022. SES is engaged in the development of high-performance, Lithium-Metal (“Li-Metal”) rechargeable battery technologies for electric vehicles (“EVs”), electric vehicle take-off and landing (“eVTOL”) and other applications. We were founded in 2012, and our mission is to facilitate the widespread adoption of sustainable electric transportation, both on land and in air, by creating best-in-class, high energy density Li-Metal batteries centered around long-range performance and safety. Our third-party tested, differentiated battery technology has been designed to combine the high energy density of Li-Metal with the cost-effective, large-scale manufacturability of conventional Lithium-ion (“Li-ion”) batteries and will help to promote the transition from the global dependence on fossil fuel-based automotive vehicles to clean and efficient EVs. The Company’s headquarters are located in Woburn, Massachusetts with research and development facilities located there, in Shanghai, China, and in Chungju, South Korea. Principal operations have not yet commenced as of December 31, 2022, and the Company has not derived revenue from its principal business activities. Prior to the closing of the Business Combination (the “Closing”), Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, migrated out of the Cayman Islands and domesticated as a Delaware corporation (the “Domestication”) and changed its name to “SES AI Corporation.” On February 3, 2022 (the “Closing Date”), SES AI Corporation, formerly known as Ivanhoe, and Wormhole Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct, wholly-owned subsidiary of Ivanhoe (“Amalgamation Sub”), consummated the previously announced Business Combination (the “Business Combination”) pursuant to which, among other things, Amalgamation Sub merged with and into Old SES, with Old SES surviving the Business Combination as a wholly-owned subsidiary of SES. See “Note 3 – Business Combination” for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and have been prepared on a going concern basis and in accordance with accounting principles generally accepted in the United States of America (“U.S. 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”). The Company’s fiscal year ends on December 31. As a result of the Business Combination completed on February 3, 2022, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available 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 may differ from those estimates. Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, including common stock awards prior to the Business Combination, the Sponsor Earn-Out Shares, the Earn-Out Restrcited Shares, and performance stock units, (ii) deferred tax assets and uncertain income tax positions, and (iii) and the measurement of operating lease liabilities. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness. Foreign Currency Translation For the foreign subsidiaries of the Company, assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet date, and income and expenses are translated using the average exchange rates in effect for the related month. The net effect of these translation adjustments is reported in accumulated other comprehensive (loss) income within total stockholders’ equity on the consolidated balance sheets. Net realized and unrealized gains (losses) from foreign currency transactions are included in other expense, net in the consolidated statement of operations and comprehensive loss and were $0.1 million, $(0.2) million, and $(0.1) million for the years ended years ended December 31, 2022, 2021 and 2020, respectively. Reclassification of Prior Period Amounts Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. Restricted cash and deferred offering costs have been combined with other assets and accrued compensation has been combined with accrued expenses and other current liabilities on the prior year consolidated balance sheet. The impact of these changes was an increase of $6.2 million to other assets and an increase of $2.1 million to accrued expenses and other current liabilities as of December 31, 2021. In addition, the Company reclassified the change in other assets to the change in prepaid expenses and other assets and the change in accrued compensation to the change in accrued expenses and other liabilities in the prior years statements of cash flows in the amount of $0.5 million and $0.9 million for the year ended December 31, 2021, respectively, and $0.1 million and $0.6 million for the year ended December 31, 2020, respectively. There was no change to previously reported total assets, total liabilities, or net cash used in operating activities. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments that have original maturity periods of 90 days or less at the time of purchase that are readily convertible to known amounts of cash. Restricted Cash Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity. The letter of credit is required to be maintained throughout the term of the lease. If the date of availability or disbursement is less than one year, restricted cash is reported within prepaid expenses and other current assets on the consolidated balance sheets. 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 reported within other assets on the consolidated balance sheets. As of December 31, 2022, no amount has been drawn under the letter of credit. Investments in Short-term Investments Investments in short-term investments consist of U.S. treasury securities. Investments with a stated maturity date of less than one year are classified as short-term investments, while investments with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the consolidated balance sheet, respectively. These available-for-sale marketable securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income, net in the consolidated statement of operations and comprehensive loss. Inventories Inventories consist of raw materials and are stated at the lower of average cost or net realizable value. Concentrations of Credit Risk Financial instruments that subject the Company to 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. Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total December 31, 2022 Assets Cash equivalents in money market funds $ 46,308 $ — $ — $ 46,308 Restricted cash in money market funds 614 — — 614 U.S. treasury securities (1) 283,460 — — 283,460 Total assets at fair value $ 330,382 $ — $ — $ 330,382 Liabilities Sponsor Earn-Out liability (2) — — 10,961 10,961 Total liabilities at fair value $ — $ — $ 10,961 $ 10,961 December 31, 2021 Assets Cash equivalents in money market funds $ 3,014 $ — $ — $ 3,014 Restricted cash in certificates of deposit — 547 — 547 Total assets at fair value $ 3,014 $ 547 $ — $ 3,561 (1) (2) There were no transfers in or out of Level 3 measurements during the year ended December 31, 2022. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation for property and equipment, other than construction in progress, is based upon the following useful lives using the straight-line method: Laboratory machinery and equipment 5 – 10 years Office and computer equipment 3 – 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life of asset or lease term The Company periodically assesses 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 progress is stated at cost, which includes the cost of construction and other direct costs attributable to placing the asset in service. Additionally, reimbursements received by the Company under its A-Sample joint development agreement (“JDA”) related to property and equipment constructed and owned by the Company are recognized as a reduction of the cost of the related asset in the consolidated balance sheets as discussed in “Note 4 – Partnerships” below. Intangible Assets Intangible assets purchased are recorded at cost and stated at cost less accumulated amortization. Intangibles assets with finite useful lives are amortized based on the pattern in which the economic benefits of the assets are estimated to be consumed over the following estimated useful lives: Intellectual property 15 years Amortization expense is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment annually or 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, 2022, 2021 and 2020. 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. Deferred offering costs are charged to stockholders’ equity upon the completion of the proposed transaction. On the Closing Date, $5.7 million in deferred offering costs, included in other assets as of December 31, 2021, were charged to stockholders’ equity upon consummation of the Business Combination. Leases The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which the Company has elected to account for as a single lease component. At the lease commencement date, the Company recognizes an operating lease liability and an operating lease asset, which represents the right to use the underlying asset for the lease term (the “ROU asset”). The operating lease liability is equal to the present value of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate in effect at lease commencement. Variable lease payments that do not depend on an underlying index or rate in effect at lease commencement, such as common area maintenance, insurance, and property tax, are recognized in operating expenses when incurred. The operating ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability and lease payments made prior to lease commencement, less any lease incentives received. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. 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. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The Company excludes leases with an expected term of one year or less from recognition on the consolidated balance sheets. See “Note 12 – Leases” for additional information about the Company’s leases. Government Grants The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to it, and that the grant will be received. The Company records such grants either as a reduction of the related expense or as other income, depending on the nature of the grant, in the consolidated statement of operations and comprehensive loss or as a reduction of the cost of the related asset in the consolidated balance sheet. If a grant amount is received but not earned, then such amount is deferred and shown as a liability in the consolidated balance sheet. See “Note 10 – Government Grant” for additional information about government grants awarded to the Company. Sponsor Earn-Out Liability On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B common stock”), of the Company. At Closing, these 6,900,000 shares of Class B common stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock, par value $0.0001 per share (the “Class A common stock,” and together with the Class B common stock, “common stock”), of the Company . ● 20% are subject to transfer restrictions until the date that is 180 days after the Closing (“Tranche 1”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”). If there is a change in control of SES at a per share value of greater than $18.00 , then 100% of the Sponsor Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Shares not released will be forfeited and cancelled. The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after the Closing Date, which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity . Earn-Out Shares In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 shares of common stock, including (i) 23,691,182 shares of Class A common stock (the Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A common stock (the Restricted Shares”) issued to Old SES option holders and recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B common stock (“Founder Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”). The Shares and the Founder Shares (collectively, the “Escrowed Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A common stock is equal to or greater than $18.00 (“Triggering Event”) during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing (the “Earn-Out Period”). If a Triggering Event has not occurred by the expiration of the Earn-Out Period, then the Escrowed Earn-Out Shares shall be cancelled and holders of such shares shall have no right to receive such Escrowed Earn-Out Shares. The Restricted Shares are subject to vesting based on the same terms as the Escrowed Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. Any such forfeited Earn-Out Restricted Shares shall be available for grant pursuant to the Company’s incentive plan. If, during the earn-out period of five years , there is a change in control transaction at a per share price of greater than or equal to $18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control. The to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as a single tranche equity award. See . Common Stock Warrants Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statement of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. The amendments, among other things, include the following: ● amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $10.00 per share but less than $18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”; ● eliminates the Company’s ability to redeem any Public Warrants unless the Class A common stock is trading at a price equal to or in excess of $18.00 per share; and ● removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants. Subsequent to the Closing, the Company registered 14,213,280 shares of Class A common stock issuable upon the exercise of the Warrants 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’ equity 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 the carrying value of the shares to the redemption value through the redemption date. Upon closing of the Business Combination, the redeemable convertible preferred shares were cancelled and converted into shares of Class A common stock, as discussed in “Note 3 Business Combination.” Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating 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. . Research and Development Costs Research and development costs with no alternative future use are expensed as incurred. Research and development costs are comprised of expenses incurred in performing research and development activities, including compensation and benefits for employees, materials and supplies, payments to consultants, patent related legal costs, facility costs, depreciation, and travel expenses. Additionally, payments received by the Company under it’s A-Sample JDAs are recognized as a reduction to research and development expense in the consolidated statement of operations and comprehensive loss. Stock-Based Compensation The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values as of the grant date and recognizes the compensation expense using the straight-line method over the requisite service period, which is generally the vesting period. 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. The inputs used in valuation models to estimate the fair value of certain stock-based awards are subjective and generally require significant analysis and judgment to develop. See “Note 17 – Stock-Based Compensation” for additional information about stock-based awards. 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 will not be 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 basis. 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 the consolidated balance sheets. Other Comprehensive Income (Loss) Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ equity on the consolidated balance sheets. The components of comprehensive loss are net loss, foreign currency translation adjustments and unrealized gains and losses from available-for-sale marketable securities. 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 income (loss) are included in the Company’s consolidated statement of operations and comprehensive loss. Net Income (Loss) Per Share Upon recapitalization, net loss per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the Business Combination, including the issuance of Class A common stock and Class B common stock to Old SES common stockholders. Under the method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of its redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net income or loss per share attributable to Class A common stock and Class B common stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standard Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) Topic 842 also requires additional disclosures about leasing arrangements related to discount rates, lease terms, and the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 is effective for financial statements issued for fiscal years beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 utilizing the modified retrospective The adoption of Topic 842 on January 1, 2022 resulted in the recognition of ROU assets of approximately $11.9 million and lease liabilities for operating leases of approximately $12.6 million on the Company’s consolidated balance sheets. Approximately $0.7 million of deferred rent balances and lease incentives were reclassified against the costs of the ROU assets. There was no material impact to the consolidated statement of operations and comprehensive loss and statement of cash flows. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance , which requires entities to provide disclosures on material government transactions for annual reporting periods. The Company has reviewed all other accounting pronouncements issued during the year ended December 31, 2022 and concluded they were either not applicable or not expected to have a material impact on the Company’s consolidated financial statements . |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 3. Business Combination On February 3, 2022, SES consummated the previously discussed business combination. The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, SES, formerly known as Ivanhoe, was treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of the Company represent a continuation of the financial statements of Old SES with the Business Combination treated as the equivalent of Old SES issuing stock for the net assets of Ivanhoe, accompanied by a recapitalization. The net assets of Ivanhoe are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Old SES. As a result, the consolidated financial statements included in this report reflect (i) the historical operating results of Old SES prior to the Business Combination; (ii) the combined results of SES and Old SES following the Closing; (iii) the assets and liabilities of Old SES at their historical cost; and (iv) SES’s equity structure for all periods presented as discussed below. At Closing, the following occurred: ● Each share of Old SES common stock, excluding shares held by the SES Founder Group, and each redeemable convertible preferred share that was outstanding immediately prior to the Closing was cancelled and converted into a number of fully paid and nonassessable shares of Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number; ● Each share of Old SES common stock held by the SES Founder Group that was outstanding immediately prior to the Closing was cancelled and converted into a number of fully paid and nonassessable shares of Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number; ● Each Old SES restricted share that was granted and subject to restrictions (including vesting) immediately prior to the Closing was assumed by the Company and converted into a number of shares of restricted Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number, which remain subject to the same terms and conditions as were applicable prior to the Closing; and ● Each Old SES option that was outstanding immediately prior to the Closing, whether vested or unvested, was assumed by the Company and converted into an option to acquire Class A common stock with the same terms as were applicable prior to the Closing, except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio, rounded down to the nearest whole number; ● Holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 earn-out shares of the Company’s common stock. Additionally, in connection with the Domestication on February 2, 2022, 6,900,000 shares of Ivanhoe’s Class B ordinary shares held by the Sponsor converted, on a basis, into shares of Class B common stock and at Closing converted into an equal number of Class A common stock. In connection with the Business Combination, the Company received $326.1 million in gross proceeds, including a contribution of $51.6 million of cash held in Ivanhoe’s trust account net of redemption of Ivanhoe Class A common stock held by Ivanhoe’s public stockholders and a $274.5 million private investment in public equity (the “PIPE Financing”) at $10.00 per share of Class A common stock, prior to the payment of transaction costs and other amounts. The Company incurred $46.3 million of transaction costs, consisting of underwriting, legal, and other professional fees, of which $41.6 million was recorded to additional paid-in capital as a reduction of proceeds and the remaining $4.7 million was expensed immediately. Of the total amount of transaction costs incurred, $13.0 million was unpaid, which was included in accrued expenses as of the Closing Date. Subsequent to the Closing, $4.9 million of net transaction costs recorded to additional paid-in capital was released and adjusted. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statements of redeemable convertible preferred stock and stockholders’ equity as of the date of closing: (in thousands) Cash - Ivanhoe's trust and cash, net of redemptions $ 51,590 Cash - PIPE Financing 274,500 Less: Non-Transaction costs relating to Ivanhoe in conjunction with Closing (13,149) Less: Transaction costs and advisory fees paid (26,972) Net proceeds from Business Combination and PIPE Financing at Closing 285,969 Less: Transaction costs paid post Closing (3,029) Financing cash inflow from Business Combination and PIPE Financing 282,940 Add: Transaction costs expensed relating to liabilities assumed upon the Business Combination 4,649 Less: Transactions costs paid on or before December 31, 2021 (3,334) Less: Sponsor Earn-Out liability (36,393) Less: Liabilities assumed from Ivanhoe (387) Less: Accrued transaction costs (12,954) Net contributions from Business Combination and PIPE Financing $ 234,521 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Ivanhoe Class A common stock, outstanding prior to Business Combination 27,600,000 Less: Redemption of Ivanhoe Class A common stock (22,455,850) Ivanhoe Class A common stock, net of redemptions 5,144,150 Ivanhoe Class B ordinary shares, converted to Class A common stock upon Closing 6,900,000 Total Ivanhoe Class A Common Stock 12,044,150 PIPE Investors — Class A common stock 27,450,000 Old SES common and redeemable convertible preferred shares (other than SES Founder Group) converted to Class A common stock 236,221,766 SES Founder Group shares of common stock converted to shares of Class B common stock 39,881,455 Old SES Restricted Shares converted to restricted shares of Class A common stock 2,273,727 Founder Earn-Out Shares (Class B common stock) 3,999,796 Earn-Out Shares (Class A common stock) 23,691,182 Earn-Out Restricted Shares (Class A common stock) 2,308,969 Total 347,871,045 Less: Shares of Old SES outstanding prior to Business Combination and PIPE Financing (276,103,221) Business Combination and PIPE Financing Shares 71,767,824 |
Partnerships
Partnerships | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Partnerships | Note 4. Partnerships In December 2020, the Company established a partnership with Hyundai Motor Company (“Hyundai”) when it entered into a joint development agreement (“JDA”) to jointly research and develop (“R&D”) Li-Metal battery technology. Further, in May 2021, the Company executed another JDA with Hyundai to jointly develop an A-Sample Li-Metal battery effective August 31, 2021. The JDAs have an initial term of three years. In February 2021, the Company established a partnership with GM Global Technology Operations LLC (“GM Technology”), an affiliate of GM Ventures LLC (“GM Ventures”), and General Motors Holdings LLC (“GM Holdings”) (collectively, “General Motors” or “GM”) when it entered into a JDA to jointly R&D an A-Sample Li-Metal battery cell and build-out a prototype manufacturing line for GM Technology. The JDA has an initial term of three years. In December 2021, the Company established a partnership with Honda Motor Company, Ltd. (“Honda”) when it entered into a JDA to jointly R&D an A-Sample Li-Metal battery cell. The JDA has an initial term of two years. Under the terms of the respective JDAs, the Company will fund research and development activities and capital expenditures related the buildout of pilot manufacturing lines and the JDA partner will be required to refund such expenses to the Company, regardless of the results of the R&D activities. The following table summarizes the expenses incurred by the Company that were recorded as a credit to research and development expense in the consolidated statement of operations and comprehensive loss: Years Ended December 31, (in thousands) 2022 2021 Research and development (related party) $ 8,758 $ 13,972 Research and development 5,431 2,004 Total credits to research and development $ 14,189 $ 15,976 Additionally, the Company recorded $9.9 million as a credit to property and equipment in the consolidated balance sheets, which represents reimbursements received from related party for property and equipment constructed and owned by the Company. Of the amounts invoiced to non-related party JDAs, $4.2 million was recorded as deferred income as of December 31, 2022, and $0.4 million and $0.8 million were recorded as a recivable and as deferred income as of December 31, 2021, respectively. Receivables are recorded within prepaid expenses and other current assets and the deferred income is recorded within accrued expenses and other current liabilities in the consolidated balance sheets. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 5. Cash and Cash Equivalents The following table presents information about the Company’s cash, cash equivalents, and restricted cash: As of December 31, (in thousands) 2022 2021 Cash $ 60,315 $ 157,483 Money market funds 46,308 3,014 Total cash and cash equivalents 106,623 160,497 Restricted cash included in prepaid expenses and other current assets and other assets 1,313 547 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 107,936 $ 161,044 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 6. Investments The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments as of December 31, 2022, which had maturity dates that range from 1 month to 11 months. The Company had no investments as of December 31, 2021. Realized gains or losses were insignificant for the years ended December 31, 2022, 2021 and 2020. Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 283,705 $ 2 $ 247 $ 283,460 Total short-term investments $ 283,705 $ 2 $ 247 $ 283,460 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7. Property and Equipment, Net Property and equipment, net consisted of the following: As of December 31, (in thousands) 2022 2021 Laboratory machinery and equipment $ 18,133 $ 7,285 Office and computer equipment 358 311 Leasehold improvements 11,443 4,105 Construction in progress 5,422 6,039 Total property and equipment 35,356 17,740 Less: accumulated depreciation (7,600) (5,246) Property and equipment, net $ 27,756 $ 12,494 Depreciation expense was $2.5 million, $1.5 million, and $1.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Construction in progress primarily consists of leashold improvement projects associated with the Company’s Shanghai pilot facility. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Note 8. Intangible Assets, Net Intangible assets, net consisted of the following: As of December 31, (in thousands) 2022 2021 Intellectual property $ 1,918 $ 1,918 Internal-use software — 26 Total intangible assets 1,918 1,944 Less: accumulated amortization (445) (318) Intangible assets, net $ 1,473 $ 1,626 Amortization expense was $0.1 million for each of the years ended December 31, 2022, 2021 and 2020, respectively. Amortization expense associated with the intangible assets included on the Company’s consolidated balance sheet as of December 31, 2022 is expected to be as follows: Years Ending December 31, (in thousands) 2023 $ 128 2024 128 2025 128 2026 128 2027 128 Thereafter 833 Total $ 1,473 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 9. Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities consisted of the following: As of December 31, (in thousands) 2022 2021 Advance payments received under joint development agreements $ 4,189 $ 1,978 Employee compensation and related costs 3,115 2,117 Income taxes payable 1,422 226 Professional and consulting services 1,566 1,099 Other 979 853 Accrued expenses and other current liabilities $ 11,271 $ 6,273 |
Government Grant
Government Grant | 12 Months Ended |
Dec. 31, 2022 | |
Government Assistance [Abstract] | |
Government Grant | Note 10. Government Grant In December 2022, the Company was awarded a grant (the “Grant”) from certain government agencies. The incentives received under the Grant, which is in the form of cash, can be used for facilities related expenses and the purchase of property and equipment. The Company is required to adhere to the following conditions attached to the incentives, which include required minimum investments into specified spending categories and the creation of a minimum amount of permanent full-time jobs in a certain geographical location over the next five years. As of December 31, 2022, the Company had received but not yet earned $6.7 million, which is shown as a noncurrent liability in the consolidated balance sheet. |
Sponsor Earn-Out Liability
Sponsor Earn-Out Liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Sponsor Earn-Out Liability | Note 11. Sponsor Earn-Out Liability The Sponsor Earn-Out shares in Tranche 2 through Tranche 5 have been measured at their estimated fair value using a Monte Carlo simulation valuation model. Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected life, and dividend yield. The key inputs used in the Monte Carlo simulation model for the Sponsor Earn-Out liability at their measurement dates were as follows: December 31, 2022 February 3, 2022 (Closing Date) Contractual term (in years) 4.1 5.0 Risk free rate 4.09% 1.63% Expected volatility 85.0% 81.0% Expected dividends 0% 0% Stock price $ 3.15 $ 7.68 The stock price is based on the closing price of the Company’s Class A common stock as of the valuation date and simulated through the end of the earn-out period following Geometric Brownian Motion. The Company estimates the volatility of its common stock by using an average of historical volatilities of select peer companies’ common stock that matches the expected remaining term of the awards. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected remaining life of the awards, which is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides a reconciliation of the beginning and ending balances for the Sponsor Earn-Out liability: (in thousands) Balance as of December 31, 2021 $ — Additions during the period 36,393 Change in fair value (25,432) Balance as of December 31, 2022 $ 10,961 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 12. Leases The Company’s operating leases consist primarily of leases for office and plant spaces. Certain of the Company’s operating leases include escalating rental payments, some of which include the option to extend the lease term for up to 5 years , and some include options to terminate the lease at certain times within the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company’s total operating lease cost was $2.5 million for the year ended December 31, 2022. For the years ended December 31, 2021 and 2020 total rental expense was $1.8 million and $1.3 million, respectively. Cash paid for amounts included in the measurement of lease liabilities was $2.4 million for the year ended December 31, 2022. The following table summarizes the future minimum undiscounted lease payments under operating leases as of December 31, 2022: Years Ending December 31, (in thousands) 2023 $ 2,675 2024 2,721 2025 2,779 2026 2,092 2027 1,177 Thereafter 3,375 Total future minimum lease payments 14,819 Less: imputed interest (2,755) Total future minimum lease payments $ 12,064 As of December 31, 2022, the weighted average remaining lease term for operating leases was 6.3 years and the weighted average discount rate used to determine the operating lease liability was 6.2% . Woburn Lease In August 2016, the Company entered into an operating lease agreement to lease an office space in Woburn, Massachusetts with the original lease term expiring in August 2021. The lease agreement has one five-year renewal option and provides for annual cost of living increases of up to 6% . 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 increasing the leased space. In December 2021, the Company further amended the lease agreement reducing the leased space. The amendment includes an obligation to pay monthly relinquishment charges (equal to the total rental obligation for the duration of the lease term), only if the new tenant does not pay monthly rental amount and lessor has provided a notice to collect the relinquishment charges from the Company. As of December 31, 2022, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote. Total future minimum lease payments under this lease is $7.6 million. In October 2022, the Company entered into an amendment to the operating lease agreement for its Woburn facility to add additional space. Pursuant to the amendment, the landlord has agreed to construct an addition to the existing facility for such additional space, which the Company anticipates will be completed in the third quarter of 2023, triggering the commencement of the amended lease. The additional space will consist of approximately 5,000 square feet and the total undiscounted future minimum lease payments for the addition through the expected 8 year term will be approximately $1.5 million. Shanghai Lease 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. The lease agreement has renewal terms that can extend the lease term by providing application for renewal at least 90 days before the expiry and provides for annual cost of living increases of up to 3%. In September 2021, the Company amended the lease agreement. The amendment increased the amount of leased space and extended the term of the lease by three years through August 2026. Total future minimum lease payments under this lease is $5.3 million. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Note payable | Note 13. Note Payable In April 2020, the Company applied for and received a loan in the amount of $0.8 million under the Paycheck Protection Program (the "PPP"), established and pursuant to the Coronavirus Aid, Relief, and Economic Security Act and administered by the Small Business Administration (the "PPP Note"). Under the terms of the PPP Note, interest accrues on the outstanding principal at the rate of 1% per annum. In February 2021, the principal and interest were forgiven for the PPP Note, for which the Company recorded a gain on forgiveness of PPP Note of $0.8 million in its consolidated statement of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Commitments The Company has entered into multiple JDAs with strategic automotive OEM Partners to develop A-Sample battery cells over the next two to three years . Under the terms of one of the JDAs, the Company is committed to undertake certain research and development activities to the benefit of both itself and its OEM Partners which involves expenditures related to engineering efforts and purchases of related equipment. This JDA has an agreed-upon value of up to $50 million, of which the Company has spent $1.7 million as of December 31, 2022. Legal Contingencies From time-to-time, the Company may be subject to claims arising in the ordinary course of business or become involved in litigation or other legal proceedings. While the outcome of such claims or other proceedings cannot be predicted with certainty, the Company’s management expects that any such liabilities, to the extent not provided for by insurance or otherwise, would not have a material effect on the Company’s financial condition, results of operations or cash flows. Indemnifications The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, partnerships, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, and applicable indemnification agreements. The Company maintains insurance, including commercial general liability insurance, product liability insurance, and directors and officers insurance to offset certain potential liabilities under these indemnification provisions. To date, there have been no claims under these indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Note 15. Redeemable Convertible Preferred Stock The Company had the following redeemable convertible preferred stock issued and outstanding as of December 31, 2021. Upon closing of the Business Combination, all outstanding redeemable convertible preferred stock were converted into shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed further in “Note 3 – Business Combination,” and as a result, the following share and per share amounts have been retroactively converted. (in thousands, except share and per share amounts) Issue Price Shares Shares Issued Liquidation Carrying Series per share Authorized and Outstanding Amount Amount Series A $ 0.1406 32,011,403 32,011,403 $ 4,500 $ 4,413 Series B $ 0.3795 30,305,065 30,305,065 11,500 11,362 Series C $ 0.4829 75,874,600 75,874,600 36,643 36,324 Series C plus $ 0.8151 36,803,072 36,803,072 30,000 29,945 Series D $ 4.7939 28,891,766 28,891,766 138,505 138,257 Series D plus $ 4.9631 10,074,380 10,074,380 50,000 49,640 Total 213,960,286 213,960,286 $ 271,148 $ 269,941 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 28,891,766 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 10,074,380 shares of Series D plus redeemable convertible preferred stock. 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 basis. Each share of the Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred stock is convertible into the number of shares of common stock at the then effective conversion ratio. The initial conversion price per share for the Series A, Series B, Series C, Series C plus, Series D and Series D plus redeemable convertible preferred stock is subject to anti-dilution adjustments, if 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 basis and common stock. 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 years ended December 31, 2022, 2021 and 2020. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 16. Stockholders’ Equity On February 4, 2022, the Class A common stock and Warrants began trading on the New York Stock Exchange under the ticker symbols “SES” and “SES WS,” respectively. Class A and Class B Common Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 2,100,000,000 shares of Class A common stock, par value $0.0001 per share and 200,000,000 shares of Class B common stock, par value $0.0001 per share. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to voting. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible on a one-for-one basis into a share of Class A common stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B common stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A common stock common stock ommon stock common stock common stock ommon stock ommon stock common stock two-thirds ommon stock ommon stock common stock As of December 31, 2022, the Company had 305,833,589 and 43,881,251 shares of Class A common stock and Class B common stock issued and outstanding, respectively. For accounting purposes, only shares that are fully vested or that are not subject to repurchase are considered issued and outstanding. Below is a reconciliation of shares of common stock issued and outstanding: December 31, 2022 Total shares of common stock legally issued and outstanding 349,714,840 Less: Shares subject to future vesting: Escrowed Earn-Out Shares (27,690,978) Sponsor Earn-Out Shares (5,520,000) Earn-Out Restricted Shares (1,931,044) RSAs (1,270,726) Total shares issued and outstanding 313,302,092 Preferred Stock Pursuant to the Company’s certificate of incorporation, the Company is authorized to issue 20,000,000 shares of preferred stock having a par value of $0.0001 per share. The Company’s board of directors has the authority to issue preferred stock and to determine the rights, preferences, privileges, and restrictions, including voting rights of such preferred stock. As of December 31, 2022, no shares of the Company’s preferred stock were issued and outstanding. Dividends Common stock is entitled to dividends when and if declared by the Company’s board of directors, subject to the rights of all classes of stock outstanding having priority rights to dividends. The Company has not paid any cash dividends on common stock to date. The Company may retain future earnings, if any, for the further development and expansion of its business and has no current plans to pay cash dividends for the foreseeable future. Common Stock Warrants Prior to the Business Combination, Ivanhoe issued 9,200,000 Public Warrants and 5,013,333 Private Warrants and prior to the Closing, Ivanhoe amended the terms of the Warrants, as discussed in “Note 2 – Summary of Significant Accounting Policies,” which resulted in the Warrants being classified as a component of stockholders’ equity. There is an effective registration statement and prospectus relating to the shares issuable upon exercise of the Warrants. Public Warrants Public Warrants have an exercise price of $11.50 and the Company may, in its sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that adequate notice is provided to warrant holders pursuant to the terms of the Warrant Agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event is the Company required to net cash settle the Public Warrants. The Public Warrants became exercisable 30 days following the Business Combination and expire at the earliest of five years following the Business Combination, liquidation of the Company, or the date of redemption elected at our option provided that the value of the Class A common stock exceeds $18.00 per share. Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Warrant in which the Class A common stock share trading price has been at least $18.00 per share for 20 trading days within the 30 trading-day period. If the Company elects to redeem the Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective Warrants. If any such Warrants are not exercised within that 30-day period, they will be redeemed pursuant to this provision. As of December 31, 2022, the Company had outstanding Public Warrants to purchase 9,199,947 shares of Class A common stock. Private Warrants The Private Warrants have similar terms to the Public Warrants, except that the Private Warrants are not redeemable. As of December 31, 2022, the Company had outstanding Private Warrants to purchase 5,013,333 shares of Class A common stock. The Company has the following shares of common stock available for future issuance on an as-if converted basis: December 31, 2022 2021 Shares reserved for issuance under the SES AI Corporation 2021 Plan 32,738,052 — Shares reserved for issuance under the SES Holdings Pte. Ltd. 2021 Plan — 599,780 Common stock options outstanding 18,308,233 20,750,755 Public Warrants 9,199,947 — Private Warrants 5,013,333 — RSUs 2,807,660 — PSUs 2,116,942 — Redeemable convertible preferred stock — 213,960,286 RSAs — 2,261,862 Total common stock available for future issuance 70,184,167 237,572,683 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 17. Stock-Based Compensation Equity Award Plan Old SES established its initial share incentive plan in 2013 (the “2013 Plan”), which was subsequently replaced with a new share incentive plan in 2018 (the “2018 Plan”). Under the terms of the 2013 Plan and 2018 Plan, certain number of shares were reserved for the issuance of incentive stock options (“ISOs”) and non-statutory stock options (“NSOs”) to employees, officers, directors, consultants and advisors. On March 30, 2021, the Company amended the 2018 Plan with the SES Holdings Pte. Ltd. 2021 Share Incentive Plan (the “2021 Plan”) and increased the total shares reserved for future issuance 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 issued pursuant to or subject to stock options or similar awards granted under the 2018 Plan that expired or otherwise terminated without having been exercised in full or that were forfeited or repurchased by the Company, rolled into the 2021 Plan. The 2021 Plan provided for the discretionary grant of ISOs, NSOs, and Restricted Share Awards (“RSAs”). In connection with the Business Combination, the 2021 Plan was terminated and the remaining unallocated share reserve was cancelled and no new awards will be granted under the 2021 Plan. At Closing, a total of 20,748,976 ISOs and NSOs and 2,273,727 RSAs (as converted, due to retroactive application of reverse recapitalization) outstanding under the 2021 Plan were assumed by the Company under the SES AI Corporation 2021 Plan (defined below). SES AI Corporation 2021 Plan In connection with the Business Combination, the Company adopted the SES AI Corporation 2021 Incentive Award Plan (the “SES 2021 Plan”) under which 36,862,002 shares of Class A common stock were initially reserved for issuance of ISOs, NSOs, stock appreciation rights (“SARs”), RSAs, restricted stock units (“RSUs”), performance compensation awards (“PSUs”), other stock-based and cash-based awards, and dividend equivalents. to automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to two percent of the total number of shares of Class A common stock outstanding on December 31 st of the preceding year. As of December 31, 2022, 32,738,052 shares remain available for future issuance under the SES 2021 Plan. Stock-Based Compensation Expense Compensation expense related to stock-based awards was recorded as follows: Years Ended December 31, (in thousands) 2022 2021 2020 Research and development $ 6,630 $ 344 $ 72 General and administrative 16,145 4,227 82 Total $ 22,775 $ 4,571 $ 154 The following table summarizes share-based compensation expense by award type: Years Ended December 31, (in thousands) 2022 2021 2020 Earn-Out Restricted Shares $ 7,890 $ — $ — RSUs 7,136 — — PSUs 3,786 — — RSAs 3,510 1,540 — Stock options 453 3,031 154 Total $ 22,775 $ 4,571 $ 154 Restricted Stock Units RSUs granted under the SES 2021 Plan vest in equal annual installments over a three-year period and have only service vesting conditions. The fair value of RSUs is estimated based on the closing price of the Company’s Class A common stock at the date of grant and is amortized to expense on a straight-line basis over the vesting period. RSU activity is as follows: Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 — $ — Granted 3,438,233 8.41 Vested (185,944) 4.27 Forfeited and canceled (444,629) 8.93 Outstanding at December 31, 2022 2,807,660 $ 8.61 The total fair value of RSUs vested was $0.8 million for the year ended December 31, 2022. As of December 31, 2022, there was $17.8 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 2.2 years. Restricted Stock Awards RSAs granted under the 2021 Plan and assumed under the SES 2021 Plan generally vest 1/4 th upon completion of one year of service and 1/48 th per month thereafter and have only service vesting conditions. The fair value of RSAs is estimated based on the closing price of the Company’s Class A common stock at the date of grant and is amortized to expense on a straight-line basis over the vesting period. RSA activity is as follows: Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 2,261,862 $ 5.12 Granted 11,865 5.30 Vested (958,506) 5.16 Forfeited and canceled (44,495) 5.30 Outstanding at December 31, 2022 1,270,726 $ 5.09 The weighted-average grant date fair value per share of RSAs granted was $5.12 for the year ended December 31, 2021. No RSAs were granted in the year ended December 31, 2020. The total fair value of RSAs vested was $4.9 million for the year ended December 31, 2022. No RSAs vested during the year ended December 31, 2021. As of December 31, 2022, there was $6.4 million of unrecognized compensation cost related to RSAs, which is expected to be recognized over a weighted-average period of 2.3 years. Performance Stock Units PSUs granted under the SES 2021 Plan generally vest over a three-year period and have both service conditions. PSUs are measured at their estimated fair value using a Monte Carlo simulation valuation model with the effect of the market condition reflected in the grant date fair value of the award. The fair value of PSU awards is amortized to expense on a straight-line basis over the requisite service period, irrespective of whether the market vesting condition is satisfied, which is generally two to three years . The key inputs used in the Monte Carlo simulation model for PSUs granted during the current year at their measurement date were as follows: April 18, 2022 Contractual term (in years) 5.0 Risk free rate 2.79% Expected volatility 75.7% Expected dividends 0% Stock price $ 9.10 PSU activity is as follows: Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 — $ — Granted 2,340,405 5.89 Vested — — Forfeited and canceled (223,463) 5.09 Outstanding at December 31, 2022 2,116,942 $ 5.98 As of December 31, 2022, there was $8.9 million of unrecognized compensation cost related to PSUs, which is expected to be recognized over a weighted-average period of 1.9 years. Earn-Out Restricted Shares The Earn-Out Restricted Shares granted in connection with the Business Combination vest over a five-year period and have both service and market vesting conditions. The Earn-Out Restricted Shares have been measured at their estimated fair value using a Monte Carlo simulation valuation model with t he effect of the market condition reflected in the grant date fair value of the award. The aggregate grant date fair value of the Earn-Out Restricted Shares is $15.0 million and is amortized to expense on a straight-line basis over the requisite service period, irrespective of whether the market vesting condition is satisfied, which is 1.45 years. The key inputs used in the Monte Carlo simulation model for the Earn-Out Restricted Shares at their measurement dates were as follows: February 3, 2022 (Closing Date) Contractual term (in years) 5.0 Risk-free rate 1.63% Expected volatility 81.0% Expected dividends 0% Expected stock price $ 7.68 Earn-Out Restricted Shares activity is as follows: Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 — $ — Granted 2,308,969 6.50 Vested — — Forfeited and canceled (377,925) 6.37 Outstanding at December 31, 2022 1,931,044 $ 6.53 As of December 31, 2022, there was $4.7 million of unrecognized compensation cost related to Earn-Out Restricted Shares, which is expected to be recognized over a weighted-average period of 0.5 years. Stock Options Options granted under the 2021 Plan and assumed under the SES 2021 Plan vest 1/4th upon completion of one year of service and 1/48th 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 and have only service vesting conditions. Stock option activity is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2021 20,750,755 $ 0.17 8.5 $ 106.5 Granted — $ — Exercised (2,089,351) $ 0.14 $ 10.8 Forfeited and canceled (353,171) $ 0.26 Outstanding at December 31, 2022 18,308,233 $ 0.17 7.6 $ 54.6 Vested, December 31, 2022 9,789,050 $ 0.15 7.2 $ 29.3 Vested or expected to vest, December 31, 2022 18,308,233 $ 0.17 7.6 $ 54.6 The weighted-average grant date fair value per share of stock options granted was $0.12 and $0.08 for the years ended December 31, 2021 and 2020, respectively. The aggregate intrinsic value of options exercised was $6.7 million for the year ended December 31, 2021. No options were exercised for the year ended December 31, 2020. No income tax benefit was recognized for stock options exercised as the Company does not anticipate realizing any such benefit in the near future. The fair value of stock options vested was not material during the years ended years ended December 31, 2021 and 2020. The Company uses the Black-Scholes pricing model to determine the fair value of options granted. The calculation of the fair value of stock options is affected by the stock price on the grant date, the expected volatility of the Company’s stock over the expected term of the award, the expected life of the award, the risk-free interest rate and the dividend yield. The assumptions used in the Black-Scholes pricing model for options granted during each year, along with the weighted-average grant-date fair values, were as follows: Years Ended December 31, 2022 2021 2020 Expected term of options (in years) — 5.6 – 6.1 5.0 – 6.1 Risk-free interest rate — 0.6% to 1.1% 0.4% to 0.9% Expected volatility — 68.0% to 69.9% 61.8% to 67.5% Expected dividends — 0% 0% Weighted-average grant date fair value per option — $ 0.12 $ 0.08 As of December 31, 2022, there was $0.9 million of unrecognized compensation cost related to stock options, which is expected to be recognized over a weighted-average period of 2.1 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes As discussed in “Note 1 – Nature of Business,” 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. The U.S. and foreign components of loss before income taxes were as follows: Years Ended December 31, (in thousands) 2022 2021 2020 U.S. $ (35,543) $ (4,508) $ (9,696) Foreign (14,195) (26,722) (4,186) Loss before income taxes $ (49,738) $ (31,230) $ (13,882) Income tax expense consists of the following: Years Ended December 31, (in thousands) 2022 2021 2020 Current: Federal $ — $ — $ — State 55 — 1 Foreign 1,200 25 6 Total current expense 1,255 25 7 Deferred: Federal — — — State — — — Foreign — — — Total deferred expense — — — Income tax expense $ 1,255 $ 25 $ 7 Reconciliations of the federal statutory income tax rate to the Company’s effective income tax rate are as follows: Years Ended December 31, 2022 2021 2020 Federal statutory income tax rate 21.0% 21.0% 21.0% Foreign tax (0.8)% (0.1)% (0.1)% Other permanent items (0.1)% 0.5% (0.9)% Stock-based compensation 4.1% (1.1)% 0.0% Research and development tax credits 2.4% 2.0% 2.2% Unrecognized tax benefits (0.6)% (0.6)% (0.7)% Increase in valuation allowance (33.3)% (22.0)% (21.7)% Change in Sponsor Earn-out liability 10.7% — — Transaction costs (1.5)% — — Section 162(m) (3.8)% — — Others (0.6)% 0.2% 0.1% Effective tax rate (2.5)% (0.1)% (0.1)% The Company files federal, state and foreign tax returns, which are subject to examination by the relevant tax authorities. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment. The statute of limitations for assessment by the Internal Revenue Service (“IRS”), and state tax authorities remains open for all tax years ended after 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. The components of the net deferred tax asset at the end of each year are as follows: As of December 31, (in thousands) 2022 2021 Deferred tax assets: Net operating losses $ 25,338 $ 18,540 Section 174 6,389 1,312 Lease Liabilities 3,803 — Stock-based compensation 2,869 525 Research and development tax credits 2,358 1,759 Accruals and reserves 1,251 851 Fixed assets 131 — Other 241 — Total deferred tax assets 42,380 22,987 Deferred tax liabilities: ROU assets (3,572) (1,154) Fixed assets — (228) Other — (105) Total deferred tax liabilities (3,572) (1,487) Net deferred tax asset before valuation allowance 38,808 21,500 Valuation allowance (38,808) (21,500) Net deferred tax asset $ — $ — The Company maintained a valuation allowance of $38.8 million and $21.5 million as of December 31, 2022 and 2021, respectively, against U.S. federal, state and foreign deferred tax assets, as management has determined that it is more likely than not that these net deferred tax assets will not be realized. The Company’s net operating loss carryforwards consist of the following: As of December 31, (in thousands) 2022 2021 U.S. Federal $ 104,423 $ 74,124 State $ 61,202 $ 54,917 As of December 31, 2022, $95.1 million of the U.S. federal net operating loss carryforwards were generated post-2017, which have an indefinite carryforward period that can only offset 80% of annual taxable income. The remaining U.S. federal carryforwards, if not utilized, expire through 2037, and the state net operating loss carryforwards expire through 2042. The utilization of such net operating loss carryforwards and the realization of tax benefits in future years depends predominantly upon the Company’s ability to generate taxable income in the U.S. Research and development tax credits were $3.6 million and $2.8 million at December 31, 2022 and 2021, respectively, and if not utilized, will begin to expire in 2030. The utilization of the Company’s net operating losses and research and development 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. The annual limitation to apply to the pre-2018 net operating losses and research credits is $0.5 million. To the extent that the Company raises additional equity financing or other changes in the ownership interest of significant stockholders occurs, additional tax attributes may become subject to an annual limitation. This could further limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. Based on analysis performed, the Copmany would not lose any material tax attribute due to Section 382 since 2018. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows: As of December 31, (in thousands) 2022 2021 Beginning of the year $ 4,179 $ 1,467 Increase – current year positions 511 1,069 Increase – prior year positions — 1,643 Decrease – prior year positions (117) — End of the year $ 4,573 $ 4,179 Due to the Company’s full valuation allowance, the unrecognized tax benefits would not materially impact the Company’s effective tax rate when recognized. The Company’s policy is to include interest and penalties, if any, related to unrecognized tax benefits as a component of its income tax provision. For the years ended December 31, 2022 and 2021, the total amount of gross interest accrued in each year was not material. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. Beginning in 2022, the 2017 Tax Cuts and Jobs Act amended Section 174 to eliminate current-year deductibility of research and experimentation (R&E) expenditures and software development costs (collectively, “R&E expenditures”) and instead require taxpayers to charge their R&E expenditures to a capital account amortized over five years (15 years for expenditures attributable R&E activity performed outside the United States). The Company generated a deferred tax asset for capitalized R&E expenditures for the year ended December 31, 2022, which is fully offset with a valuation allowance. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 19. Net Income (Loss) Per Share Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing net loss, as adjusted for changes in fair value recognized in earnings from equity contracts classified as liabilities, by the weighted average number of common shares outstanding and, when dilutive, common share equivalents from outstanding stock options and restricted stock units (using the treasury-stock method). The weighted-average number of common shares used in the computation of basic and diluted net income per share were as follows: Years Ended December 31, (in thousands, except share and per share amounts) 2022 2021 2020 Numerator: Net loss attributable to common stockholders - basic and diluted $ (50,993) $ (31,255) $ (13,889) Denominator: Weighted average shares of common stock outstanding - basic and diluted 288,304,750 61,089,065 60,781,758 Net loss per share attributable to common stockholders - basic and diluted $ (0.18) $ (0.51) $ (0.23) The number of common stock equivalents excluded from the computation of diluted net loss per share because either the effect would have been anti-dilutive, or the performance criteria related to such shares and awards had not been met, were as follows: Years Ended December 31, 2022 2021 2020 Escrowed Earn-Out Shares 27,690,978 — — Options to purchase common stock 18,308,233 20,750,755 6,868,948 Public Warrants 9,199,947 — — Sponsor Earn-Out Shares 5,520,000 — — Private Warrants 5,013,333 — — Unvested RSUs 2,807,660 — — Unvested PSUs 2,116,942 — — Earn-Out Restricted Shares 1,931,044 — — Unvested RSAs 1,270,726 2,261,862 — Redeemable convertible preferred stock — 213,960,286 174,994,153 Total 73,858,863 236,972,903 181,863,101 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic information | Note 20. 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: As of December 31, (in thousands) 2022 2021 Property and equipment, net: China $ 16,956 $ 8,821 South Korea 7,386 — United States 3,414 3,673 Total property and equipment, net 27,756 12,494 Intangible assets, net: Singapore 1,473 1,600 China — 26 Total intangible assets, net 1,473 1,626 Total long-lived assets $ 29,229 $ 14,120 |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 21. Defined Contribution 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 basis. There were no contributions by the Company during the years ended December 31, 2022 and 2021. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 22. Related-Party Transactions The Company considered the following as related parties due to their role in the Company and/or status as a principal owner of at least 10% of the Company’s voting interest on a fully diluted basis for the year ended December 31, 2021: Name Role In The Company Fully Diluted Voting Interest Dr. Qichao Hu Chief Executive Officer, founder and board representation 13.3% SK Holdings (1) Board representation 12.7% Affiliates of Temasek Holdings (Private) Limited (1) Former board representation 10.5% General Motors Ventures LLC and General Motors Holdings LLC Board representation 9.7% Vertex Legacy Continuation Fund Pte. Ltd. (1) Board representation 9.6% Tianqi Lithium HK Co., Ltd. (1) Board representation 9.3% Long Siang Pte. Ltd. (1) Board representation 8.2% (1) Director Nomination Agreement Concurrently with the execution of the Business Combination Agreement, the Company and Ivanhoe entered into the Director Nomination Agreement with GM Ventures, pursuant to which, among other things, GM Ventures has the right to nominate one person for election to the Board from and after the Effective Time for so long as GM Ventures together with its affiliates, collectively continue to beneficially own at least 5% of the fully diluted outstanding equity securities of SES. See “Note 4 – Partnerships” for related party transactions with General Motors. Preferred Stock Purchase Agreements In April 2021, SES entered into a stock purchase agreement, in which various holders purchased $138.5 million in Series D redeemable convertible preferred stock, $0.000001 par value per share. This included investments by the following investors, who were considered related parties due to either their relationship with the Company or status as a principal owner, in the following amounts: $27.0 million by Aranda Investments Pte. Ltd., an entity associated with Temasek Holdings Limited (“Aranda”), $50.0 million by General Motors Ventures LLC and General Motors Holdings LLC (the “GM Funds”), $36.0 million by SK Holdings (“SK”), and $10.0 million by Vertex affiliates Vertex Legacy Continuation Fund Pte. Ltd. (“Vertex Legacy”) and Vertex Ventures China IV, L.P. (“Vertex Ventures” and, with Vertex Legacy, the “Vertex Funds”) collectively. PIPE Financing In connection with the Closing of the Business Combination, Ivanhoe issued an aggregate of 27,450,000 shares of Class A common stock to the PIPE Investors at a purchase price of $10.00 per share, for aggregate gross proceeds of $274.5 million. This included purchases by the following investors, who were considered related parties due to either their relationship with the Company or status as a principal owner, in the following amounts: $10.0 million by the GM Funds, $1.0 million by Long Siang Pte. Ltd. (“Long Siang”), $5.0 million by Vertex Legacy and $75.0 million by Honda. Old SES Shareholder Support Agreement Concurrently with the execution of the Business Combination Agreement, certain shareholders of Old SES representing the requisite votes necessary to approve the Business Combination, including among others, GM, Dr. Hu and his affiliated trusts, Long Siang, the Vertex Funds, SK, the Temasek Funds (Aranda and Anderson Investments Pte. Ltd.) and Tianqi Lithium HK Co., Ltd. (“Tianqi”), entered into a support agreement with the Company (formerly known as Ivanhoe Capital Acquisition Corp) and Old SES, pursuant to which each such holder agreed to (i) vote at any meeting of Old SES’s shareholders, and in any action by written consent of Old SES’s shareholders, all of its equity securities in favor of the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby, including the Amalgamation, and not withdraw or rescind such vote or otherwise take action to make such vote ineffective, (ii) be bound by certain other covenants and agreements related to the Business Combination, (iii) waive and not to exercise or assert any rights, or make any demand or claims of oppression relating to the Amalgamation or any other transaction contemplated by the Business Combination Agreement that such Shareholder may have (under the Singapore Companies Act or otherwise) by virtue of, or with respect to, any outstanding equity securities of Old SES legally or beneficially owned by such shareholder and (iv) be bound by certain transfer restrictions with respect to such securities, in each case, on the terms and subject to the conditions set forth in the Support Agreements. Each Old SES shareholder party to the support agreement made certain representations and warranties to the Company. The support agreement terminated upon the consummation of the Business Combination. A&R Registration Rights Agreement At the Closing of the Business Combination, SES, the Sponsor and certain other holders of SES, including, but not limited to, the GM Funds, Dr. Hu and his affiliated trusts, Long Siang, SK, the Temasek Funds, Tianqi and the Vertex Funds, entered into the Amended and Restated Registration Rights Agreement, dated as of February 3, 2022 (the “Registration Rights Agreement), pursuant to which, among other things, the Sponsor and such other holders were granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of Class A common stock and any other equity securities of SES. The Registration Rights Agreement also prohibits the transfer (subject to limited exceptions) of the shares of our Class A common stock and Class B common stock held by the Sponsor and other holders party to the Registration Rights Agreement, in each case for a period of 180 days following the Closing. Other Transactions In connection with the closing of the PIPE Financing on February 3, 2022, the brother of one of the Company’s board of directors, purchased 150,000 shares of Class A common stock from the Company for an aggregate purchase price of $1,500,000, in accordance with the terms of that certain subscription agreement with the Company, dated July 12, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 23. Subsequent Events In February 2023, the Company entered into an operating lease for a manufacturing space in Chungju, South Korea. Total undiscounted future minimum lease payments under the lease through the expected 5 year term will be approximately $0.9 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and have been prepared on a going concern basis and in accordance with accounting principles generally accepted in the United States of America (“U.S. 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”). The Company’s fiscal year ends on December 31. As a result of the Business Combination completed on February 3, 2022, prior period share and per share amounts presented in the accompanying consolidated financial statements and these related notes have been retroactively converted. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of commitments and contingencies, and the reported amounts of revenues, if any, and expenses. The Company bases its estimates on available 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 may differ from those estimates. Significant estimates and assumptions include those related to the valuation of (i) certain equity awards, including common stock awards prior to the Business Combination, the Sponsor Earn-Out Shares, the Earn-Out Restrcited Shares, and performance stock units, (ii) deferred tax assets and uncertain income tax positions, and (iii) and the measurement of operating lease liabilities. On an ongoing basis, the Company evaluates these judgments and estimates for reasonableness. |
Foreign Currency Translation | Foreign Currency Translation For the foreign subsidiaries of the Company, assets and liabilities are translated into U.S. dollars using exchange rates as of the balance sheet date, and income and expenses are translated using the average exchange rates in effect for the related month. The net effect of these translation adjustments is reported in accumulated other comprehensive (loss) income within total stockholders’ equity on the consolidated balance sheets. Net realized and unrealized gains (losses) from foreign currency transactions are included in other expense, net in the consolidated statement of operations and comprehensive loss and were $0.1 million, $(0.2) million, and $(0.1) million for the years ended years ended December 31, 2022, 2021 and 2020, respectively. |
Reclassification of Prior Period Amounts | Reclassification of Prior Period Amounts Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation. Restricted cash and deferred offering costs have been combined with other assets and accrued compensation has been combined with accrued expenses and other current liabilities on the prior year consolidated balance sheet. The impact of these changes was an increase of $6.2 million to other assets and an increase of $2.1 million to accrued expenses and other current liabilities as of December 31, 2021. In addition, the Company reclassified the change in other assets to the change in prepaid expenses and other assets and the change in accrued compensation to the change in accrued expenses and other liabilities in the prior years statements of cash flows in the amount of $0.5 million and $0.9 million for the year ended December 31, 2021, respectively, and $0.1 million and $0.6 million for the year ended December 31, 2020, respectively. There was no change to previously reported total assets, total liabilities, or net cash used in operating activities. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments that have original maturity periods of 90 days or less at the time of purchase that are readily convertible to known amounts of cash. |
Restricted Cash | Restricted Cash Restricted cash includes cash held in checking and money market funds as collateral to secure certain insurance policies and a letter of credit for corporate lease activity. The letter of credit is required to be maintained throughout the term of the lease. If the date of availability or disbursement is less than one year, restricted cash is reported within prepaid expenses and other current assets on the consolidated balance sheets. 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 reported within other assets on the consolidated balance sheets. As of December 31, 2022, no amount has been drawn under the letter of credit. |
Investments in Short-term Investments | Investments in Short-term Investments Investments in short-term investments consist of U.S. treasury securities. Investments with a stated maturity date of less than one year are classified as short-term investments, while investments with a stated maturity date of more than one year, and that are not expected to be used in current operations, are classified as long-term investments on the consolidated balance sheet, respectively. These available-for-sale marketable securities are recorded at fair value, with any unrealized gains and losses included as a component of accumulated other comprehensive (loss) income in total stockholders’ equity on the consolidated balance sheets until realized or until a determination is made that an other-than-temporary decline in market value has occurred. The amortized cost of U.S. treasury securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are reported within interest income, net in the consolidated statement of operations and comprehensive loss. |
Inventories | Inventories Inventories consist of raw materials and are stated at the lower of average cost or net realizable value. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to 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. Certain of the Company’s financial instruments, including cash and cash equivalents, accounts payable, accrued expenses and other current liabilities are carried at cost, which approximates their fair value because of their short-term nature. The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total December 31, 2022 Assets Cash equivalents in money market funds $ 46,308 $ — $ — $ 46,308 Restricted cash in money market funds 614 — — 614 U.S. treasury securities (1) 283,460 — — 283,460 Total assets at fair value $ 330,382 $ — $ — $ 330,382 Liabilities Sponsor Earn-Out liability (2) — — 10,961 10,961 Total liabilities at fair value $ — $ — $ 10,961 $ 10,961 December 31, 2021 Assets Cash equivalents in money market funds $ 3,014 $ — $ — $ 3,014 Restricted cash in certificates of deposit — 547 — 547 Total assets at fair value $ 3,014 $ 547 $ — $ 3,561 (1) (2) There were no transfers in or out of Level 3 measurements during the year ended December 31, 2022. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation for property and equipment, other than construction in progress, is based upon the following useful lives using the straight-line method: Laboratory machinery and equipment 5 – 10 years Office and computer equipment 3 – 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life of asset or lease term The Company periodically assesses 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 progress is stated at cost, which includes the cost of construction and other direct costs attributable to placing the asset in service. Additionally, reimbursements received by the Company under its A-Sample joint development agreement (“JDA”) related to property and equipment constructed and owned by the Company are recognized as a reduction of the cost of the related asset in the consolidated balance sheets as discussed in “Note 4 – Partnerships” below. |
Intangible Assets | Intangible Assets Intangible assets purchased are recorded at cost and stated at cost less accumulated amortization. Intangibles assets with finite useful lives are amortized based on the pattern in which the economic benefits of the assets are estimated to be consumed over the following estimated useful lives: Intellectual property 15 years Amortization expense is included in general and administrative expenses in the consolidated statement of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment annually or 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, 2022, 2021 and 2020. |
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. Deferred offering costs are charged to stockholders’ equity upon the completion of the proposed transaction. On the Closing Date, $5.7 million in deferred offering costs, included in other assets as of December 31, 2021, were charged to stockholders’ equity upon consummation of the Business Combination. |
Leases | Leases The Company determines if an arrangement includes a lease at inception. Lease arrangements generally have lease and non-lease components, which the Company has elected to account for as a single lease component. At the lease commencement date, the Company recognizes an operating lease liability and an operating lease asset, which represents the right to use the underlying asset for the lease term (the “ROU asset”). The operating lease liability is equal to the present value of (1) fixed lease payments for the noncancelable lease term, (2) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (3) variable lease payments that depend on an underlying index or rate in effect at lease commencement. Variable lease payments that do not depend on an underlying index or rate in effect at lease commencement, such as common area maintenance, insurance, and property tax, are recognized in operating expenses when incurred. The operating ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability and lease payments made prior to lease commencement, less any lease incentives received. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at lease commencement in determining the present value of lease payments. The Company’s incremental borrowing rate estimates a secured rate that reflects the term of the lease, the nature of the underlying asset and the economic environment. 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. All ROU assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The Company excludes leases with an expected term of one year or less from recognition on the consolidated balance sheets. See “Note 12 – Leases” for additional information about the Company’s leases. |
Government Grants | Government Grants The Company occasionally receives government grants that provide financial assistance for certain eligible expenditures. Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to it, and that the grant will be received. The Company records such grants either as a reduction of the related expense or as other income, depending on the nature of the grant, in the consolidated statement of operations and comprehensive loss or as a reduction of the cost of the related asset in the consolidated balance sheet. If a grant amount is received but not earned, then such amount is deferred and shown as a liability in the consolidated balance sheet. See “Note 10 – Government Grant” for additional information about government grants awarded to the Company. |
Sponsor Earn-Out Liability | Sponsor Earn-Out Liability On February 2, 2022, in connection with the Domestication, 6,900,000 of Ivanhoe’s Class B ordinary shares held by Ivanhoe Capital Sponsor LLC (the “Sponsor”) converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class B common stock, par value $0.0001 per share (the “Class B common stock”), of the Company. At Closing, these 6,900,000 shares of Class B common stock converted into an equal number of shares of duly authorized, validly issued, fully paid and nonassessable Class A common stock, par value $0.0001 per share (the “Class A common stock,” and together with the Class B common stock, “common stock”), of the Company . ● 20% are subject to transfer restrictions until the date that is 180 days after the Closing (“Tranche 1”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $12.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 2”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $14.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 3”); ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $16.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 4”); and ● 20% are subject to transfer restrictions until SES’s closing stock price equals or exceeds $18.00 for 20 out of 30 consecutive trading days following the date that is 150 days after the Closing (“Tranche 5”). If there is a change in control of SES at a per share value of greater than $18.00 , then 100% of the Sponsor Shares will be released from these transfer restrictions; however if the per share value is less than $18.00 upon a change in control, then the Sponsor Shares will be released pro rata based on the per share value of the change in control and the stock price thresholds for release specified above. Any Sponsor Shares not released will be forfeited and cancelled. The Sponsor Earn-Out Shares in Tranche 1 are accounted for as equity instruments because they are legally owned by the Sponsor, cannot be forfeited and were subject only to transfer restrictions that lapsed 180 days after the Closing Date, which occurred on August 2, 2022, and as such meet the equity classification criteria in accordance with ASC 505, Equity . |
Earn-Out Shares | Earn-Out Shares In connection with the Business Combination, holders of Old SES common stock, redeemable convertible preferred stock, options and restricted shares received 29,999,947 shares of common stock, including (i) 23,691,182 shares of Class A common stock (the Shares”) issued for the benefit of the former holders of Old SES common and redeemable convertible preferred stock; (ii) 2,308,969 shares of restricted Class A common stock (the Restricted Shares”) issued to Old SES option holders and recipients of Old SES restricted shares; and (iii) 3,999,796 shares of Class B common stock (“Founder Shares”) issued to the CEO and certain entities affiliated with the CEO (the “SES Founder Group”). The Shares and the Founder Shares (collectively, the “Escrowed Shares”) were placed into escrow at the Closing and shall vest on the date that the closing price of shares of Class A common stock is equal to or greater than $18.00 (“Triggering Event”) during the period beginning on the date that is one year following the Closing and ending on the date that is five years following the Closing (the “Earn-Out Period”). If a Triggering Event has not occurred by the expiration of the Earn-Out Period, then the Escrowed Earn-Out Shares shall be cancelled and holders of such shares shall have no right to receive such Escrowed Earn-Out Shares. The Restricted Shares are subject to vesting based on the same terms as the Escrowed Shares and are also subject to forfeiture if such recipient’s service with the Company terminates prior to vesting. Any such forfeited Earn-Out Restricted Shares shall be available for grant pursuant to the Company’s incentive plan. If, during the earn-out period of five years , there is a change in control transaction at a per share price of greater than or equal to $18.00 per share, then all 29,999,947 earn-out shares will vest immediately prior to the consummation of such change in control. The to be released upon achievement of the vesting condition are classified as equity instruments and recorded at fair value in stockholders’ equity as vesting is indexed to the common stock of the Company. The Earn-Out Restricted Shares are accounted for as a single tranche equity award. See . |
Common Stock Warrants | Common Stock Warrants Prior to the Business Combination, Ivanhoe had issued 9,200,000 public warrants (“Public Warrants”) and 5,013,333 private placement warrants (“Private Warrants” and collectively with the Public Warrants, the “Warrants”) which were assumed by the Company at Closing. On February 1, 2022, prior to Closing, the Ivanhoe warrant holders approved certain amendments to the terms of the Warrants such that the Warrants met the derivative scope exception for contracts in the Company’s own stock and were recorded in stockholders’ equity. Prior to the amendment, the Warrants were accounted for as derivative liabilities measured at fair value, with changes in fair value recorded in the consolidated statement of operations and comprehensive loss at each reporting period. Each whole Warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the Warrant agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means only a whole Warrant may be exercised at a given time by a warrant holder. The amendments, among other things, include the following: ● amendments to the rights specific to the Private Warrants such that (a) the rights specific to Private Warrants are retained by the holder thereof regardless of such holder’s identity, (b) the Private Warrants are no longer subject to redemption by the Company when such warrants are trading at a price equal to or in excess of $10.00 per share but less than $18.00 per share and (c) the Private Warrants are no longer generally exercisable on a “cashless basis”; ● eliminates the Company’s ability to redeem any Public Warrants unless the Class A common stock is trading at a price equal to or in excess of $18.00 per share; and ● removes certain language related to the treatment of Warrants in the event of a tender offer for the shares underlying such Warrants. Subsequent to the Closing, the Company registered 14,213,280 shares of Class A common stock issuable upon the exercise of the Warrants |
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’ equity 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 the carrying value of the shares to the redemption value through the redemption date. Upon closing of the Business Combination, the redeemable convertible preferred shares were cancelled and converted into shares of Class A common stock, as discussed in “Note 3 Business Combination.” |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating 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. . |
Research and Development Costs | Research and Development Costs Research and development costs with no alternative future use are expensed as incurred. Research and development costs are comprised of expenses incurred in performing research and development activities, including compensation and benefits for employees, materials and supplies, payments to consultants, patent related legal costs, facility costs, depreciation, and travel expenses. Additionally, payments received by the Company under it’s A-Sample JDAs are recognized as a reduction to research and development expense in the consolidated statement of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company measures compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values as of the grant date and recognizes the compensation expense using the straight-line method over the requisite service period, which is generally the vesting period. 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. The inputs used in valuation models to estimate the fair value of certain stock-based awards are subjective and generally require significant analysis and judgment to develop. See “Note 17 – Stock-Based Compensation” for additional information about stock-based awards. |
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 will not be 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 basis. 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 the consolidated balance sheets. |
Other Comprehensive Loss (Loss) | Other Comprehensive Income (Loss) Other Comprehensive income (loss) includes changes in the balances of items that are reported directly as a separate component of stockholders’ equity on the consolidated balance sheets. The components of comprehensive loss are net loss, foreign currency translation adjustments and unrealized gains and losses from available-for-sale marketable securities. 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 income (loss) are included in the Company’s consolidated statement of operations and comprehensive loss. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Upon recapitalization, net loss per share calculations for all periods prior to the Business Combination have been retrospectively restated to the equivalent number of shares reflecting the Exchange Ratio established in the Business Combination, including the issuance of Class A common stock and Class B common stock to Old SES common stockholders. Under the method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of its redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Basic net income or loss per share attributable to Class A common stock and Class B common stock stockholders is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standard Board (the “FASB”) issued ASU No. 2016-02, Leases (Topic 842) Topic 842 also requires additional disclosures about leasing arrangements related to discount rates, lease terms, and the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 is effective for financial statements issued for fiscal years beginning after December 15, 2021. The Company adopted this guidance on January 1, 2022 utilizing the modified retrospective The adoption of Topic 842 on January 1, 2022 resulted in the recognition of ROU assets of approximately $11.9 million and lease liabilities for operating leases of approximately $12.6 million on the Company’s consolidated balance sheets. Approximately $0.7 million of deferred rent balances and lease incentives were reclassified against the costs of the ROU assets. There was no material impact to the consolidated statement of operations and comprehensive loss and statement of cash flows. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance , which requires entities to provide disclosures on material government transactions for annual reporting periods. The Company has reviewed all other accounting pronouncements issued during the year ended December 31, 2022 and concluded they were either not applicable or not expected to have a material impact on the Company’s consolidated financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of financial assets and liabilities measured at fair value on a recurring basis | (in thousands) Level 1 Level 2 Level 3 Total December 31, 2022 Assets Cash equivalents in money market funds $ 46,308 $ — $ — $ 46,308 Restricted cash in money market funds 614 — — 614 U.S. treasury securities (1) 283,460 — — 283,460 Total assets at fair value $ 330,382 $ — $ — $ 330,382 Liabilities Sponsor Earn-Out liability (2) — — 10,961 10,961 Total liabilities at fair value $ — $ — $ 10,961 $ 10,961 December 31, 2021 Assets Cash equivalents in money market funds $ 3,014 $ — $ — $ 3,014 Restricted cash in certificates of deposit — 547 — 547 Total assets at fair value $ 3,014 $ 547 $ — $ 3,561 (1) (2) |
Schedule of property and equipment, net | Laboratory machinery and equipment 5 – 10 years Office and computer equipment 3 – 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life of asset or lease term As of December 31, (in thousands) 2022 2021 Laboratory machinery and equipment $ 18,133 $ 7,285 Office and computer equipment 358 311 Leasehold improvements 11,443 4,105 Construction in progress 5,422 6,039 Total property and equipment 35,356 17,740 Less: accumulated depreciation (7,600) (5,246) Property and equipment, net $ 27,756 $ 12,494 |
Schedule of intangible assets, net | Intellectual property 15 years As of December 31, (in thousands) 2022 2021 Intellectual property $ 1,918 $ 1,918 Internal-use software — 26 Total intangible assets 1,918 1,944 Less: accumulated amortization (445) (318) Intangible assets, net $ 1,473 $ 1,626 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination schedule | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statements of redeemable convertible preferred stock and stockholders’ equity as of the date of closing: (in thousands) Cash - Ivanhoe's trust and cash, net of redemptions $ 51,590 Cash - PIPE Financing 274,500 Less: Non-Transaction costs relating to Ivanhoe in conjunction with Closing (13,149) Less: Transaction costs and advisory fees paid (26,972) Net proceeds from Business Combination and PIPE Financing at Closing 285,969 Less: Transaction costs paid post Closing (3,029) Financing cash inflow from Business Combination and PIPE Financing 282,940 Add: Transaction costs expensed relating to liabilities assumed upon the Business Combination 4,649 Less: Transactions costs paid on or before December 31, 2021 (3,334) Less: Sponsor Earn-Out liability (36,393) Less: Liabilities assumed from Ivanhoe (387) Less: Accrued transaction costs (12,954) Net contributions from Business Combination and PIPE Financing $ 234,521 The number of shares of common stock issued immediately following the consummation of the Business Combination: Number of Shares Ivanhoe Class A common stock, outstanding prior to Business Combination 27,600,000 Less: Redemption of Ivanhoe Class A common stock (22,455,850) Ivanhoe Class A common stock, net of redemptions 5,144,150 Ivanhoe Class B ordinary shares, converted to Class A common stock upon Closing 6,900,000 Total Ivanhoe Class A Common Stock 12,044,150 PIPE Investors — Class A common stock 27,450,000 Old SES common and redeemable convertible preferred shares (other than SES Founder Group) converted to Class A common stock 236,221,766 SES Founder Group shares of common stock converted to shares of Class B common stock 39,881,455 Old SES Restricted Shares converted to restricted shares of Class A common stock 2,273,727 Founder Earn-Out Shares (Class B common stock) 3,999,796 Earn-Out Shares (Class A common stock) 23,691,182 Earn-Out Restricted Shares (Class A common stock) 2,308,969 Total 347,871,045 Less: Shares of Old SES outstanding prior to Business Combination and PIPE Financing (276,103,221) Business Combination and PIPE Financing Shares 71,767,824 |
Partnerships (Tables)
Partnerships (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of expenses incurred that were recorded as a credit to research and development expense in the consolidated statement of operations and comprehensive loss | Years Ended December 31, (in thousands) 2022 2021 Research and development (related party) $ 8,758 $ 13,972 Research and development 5,431 2,004 Total credits to research and development $ 14,189 $ 15,976 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents, and restricted cash | As of December 31, (in thousands) 2022 2021 Cash $ 60,315 $ 157,483 Money market funds 46,308 3,014 Total cash and cash equivalents 106,623 160,497 Restricted cash included in prepaid expenses and other current assets and other assets 1,313 547 Total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows $ 107,936 $ 161,044 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of amortized costs, gross unrealized gains and losses, and fair values of investments | Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. treasury securities $ 283,705 $ 2 $ 247 $ 283,460 Total short-term investments $ 283,705 $ 2 $ 247 $ 283,460 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Laboratory machinery and equipment 5 – 10 years Office and computer equipment 3 – 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of useful life of asset or lease term As of December 31, (in thousands) 2022 2021 Laboratory machinery and equipment $ 18,133 $ 7,285 Office and computer equipment 358 311 Leasehold improvements 11,443 4,105 Construction in progress 5,422 6,039 Total property and equipment 35,356 17,740 Less: accumulated depreciation (7,600) (5,246) Property and equipment, net $ 27,756 $ 12,494 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net | Intellectual property 15 years As of December 31, (in thousands) 2022 2021 Intellectual property $ 1,918 $ 1,918 Internal-use software — 26 Total intangible assets 1,918 1,944 Less: accumulated amortization (445) (318) Intangible assets, net $ 1,473 $ 1,626 |
Schedule of future amortization expenses | Years Ending December 31, (in thousands) 2023 $ 128 2024 128 2025 128 2026 128 2027 128 Thereafter 833 Total $ 1,473 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | As of December 31, (in thousands) 2022 2021 Advance payments received under joint development agreements $ 4,189 $ 1,978 Employee compensation and related costs 3,115 2,117 Income taxes payable 1,422 226 Professional and consulting services 1,566 1,099 Other 979 853 Accrued expenses and other current liabilities $ 11,271 $ 6,273 |
Sponsor Earn-Out Liability (Tab
Sponsor Earn-Out Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability | December 31, 2022 February 3, 2022 (Closing Date) Contractual term (in years) 4.1 5.0 Risk free rate 4.09% 1.63% Expected volatility 85.0% 81.0% Expected dividends 0% 0% Stock price $ 3.15 $ 7.68 |
Schedule of the reconciliation of the Sponsor Earn-Out liability | (in thousands) Balance as of December 31, 2021 $ — Additions during the period 36,393 Change in fair value (25,432) Balance as of December 31, 2022 $ 10,961 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of maturity of lease liabilities under operating leases | Years Ending December 31, (in thousands) 2023 $ 2,675 2024 2,721 2025 2,779 2026 2,092 2027 1,177 Thereafter 3,375 Total future minimum lease payments 14,819 Less: imputed interest (2,755) Total future minimum lease payments $ 12,064 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of redeemable convertible preferred stock issued and outstanding | (in thousands, except share and per share amounts) Issue Price Shares Shares Issued Liquidation Carrying Series per share Authorized and Outstanding Amount Amount Series A $ 0.1406 32,011,403 32,011,403 $ 4,500 $ 4,413 Series B $ 0.3795 30,305,065 30,305,065 11,500 11,362 Series C $ 0.4829 75,874,600 75,874,600 36,643 36,324 Series C plus $ 0.8151 36,803,072 36,803,072 30,000 29,945 Series D $ 4.7939 28,891,766 28,891,766 138,505 138,257 Series D plus $ 4.9631 10,074,380 10,074,380 50,000 49,640 Total 213,960,286 213,960,286 $ 271,148 $ 269,941 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of the reconciliation of shares of common stock issued and outstanding | December 31, 2022 Total shares of common stock legally issued and outstanding 349,714,840 Less: Shares subject to future vesting: Escrowed Earn-Out Shares (27,690,978) Sponsor Earn-Out Shares (5,520,000) Earn-Out Restricted Shares (1,931,044) RSAs (1,270,726) Total shares issued and outstanding 313,302,092 |
Schedule of the shares of common stock available for future issuance | December 31, 2022 2021 Shares reserved for issuance under the SES AI Corporation 2021 Plan 32,738,052 — Shares reserved for issuance under the SES Holdings Pte. Ltd. 2021 Plan — 599,780 Common stock options outstanding 18,308,233 20,750,755 Public Warrants 9,199,947 — Private Warrants 5,013,333 — RSUs 2,807,660 — PSUs 2,116,942 — Redeemable convertible preferred stock — 213,960,286 RSAs — 2,261,862 Total common stock available for future issuance 70,184,167 237,572,683 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of compensation expense related to stock-based awards | Years Ended December 31, (in thousands) 2022 2021 2020 Research and development $ 6,630 $ 344 $ 72 General and administrative 16,145 4,227 82 Total $ 22,775 $ 4,571 $ 154 |
Summary of share-based compensation expense by award type | Years Ended December 31, (in thousands) 2022 2021 2020 Earn-Out Restricted Shares $ 7,890 $ — $ — RSUs 7,136 — — PSUs 3,786 — — RSAs 3,510 1,540 — Stock options 453 3,031 154 Total $ 22,775 $ 4,571 $ 154 |
Summary of RSU activity | Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 — $ — Granted 3,438,233 8.41 Vested (185,944) 4.27 Forfeited and canceled (444,629) 8.93 Outstanding at December 31, 2022 2,807,660 $ 8.61 |
Summary of PSU activity | Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 — $ — Granted 2,340,405 5.89 Vested — — Forfeited and canceled (223,463) 5.09 Outstanding at December 31, 2022 2,116,942 $ 5.98 |
Summary of stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2021 20,750,755 $ 0.17 8.5 $ 106.5 Granted — $ — Exercised (2,089,351) $ 0.14 $ 10.8 Forfeited and canceled (353,171) $ 0.26 Outstanding at December 31, 2022 18,308,233 $ 0.17 7.6 $ 54.6 Vested, December 31, 2022 9,789,050 $ 0.15 7.2 $ 29.3 Vested or expected to vest, December 31, 2022 18,308,233 $ 0.17 7.6 $ 54.6 |
Summary of fair value assumptions for stock options | Years Ended December 31, 2022 2021 2020 Expected term of options (in years) — 5.6 – 6.1 5.0 – 6.1 Risk-free interest rate — 0.6% to 1.1% 0.4% to 0.9% Expected volatility — 68.0% to 69.9% 61.8% to 67.5% Expected dividends — 0% 0% Weighted-average grant date fair value per option — $ 0.12 $ 0.08 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of restricted share activity | Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 2,261,862 $ 5.12 Granted 11,865 5.30 Vested (958,506) 5.16 Forfeited and canceled (44,495) 5.30 Outstanding at December 31, 2022 1,270,726 $ 5.09 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of fair value assumptions for equity instruments other than options | April 18, 2022 Contractual term (in years) 5.0 Risk free rate 2.79% Expected volatility 75.7% Expected dividends 0% Stock price $ 9.10 |
Earn-out Shares, Earn-out Restricted Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of fair value assumptions for equity instruments other than options | February 3, 2022 (Closing Date) Contractual term (in years) 5.0 Risk-free rate 1.63% Expected volatility 81.0% Expected dividends 0% Expected stock price $ 7.68 |
Summary of restricted share activity | Number of Shares Weighted Average Fair Value Outstanding at December 31, 2021 — $ — Granted 2,308,969 6.50 Vested — — Forfeited and canceled (377,925) 6.37 Outstanding at December 31, 2022 1,931,044 $ 6.53 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of domestic and foreign components of income (loss) before income taxes | Years Ended December 31, (in thousands) 2022 2021 2020 U.S. $ (35,543) $ (4,508) $ (9,696) Foreign (14,195) (26,722) (4,186) Loss before income taxes $ (49,738) $ (31,230) $ (13,882) |
Summary of income tax expense | Years Ended December 31, (in thousands) 2022 2021 2020 Current: Federal $ — $ — $ — State 55 — 1 Foreign 1,200 25 6 Total current expense 1,255 25 7 Deferred: Federal — — — State — — — Foreign — — — Total deferred expense — — — Income tax expense $ 1,255 $ 25 $ 7 |
Schedule of effective income tax reconciliation | Years Ended December 31, 2022 2021 2020 Federal statutory income tax rate 21.0% 21.0% 21.0% Foreign tax (0.8)% (0.1)% (0.1)% Other permanent items (0.1)% 0.5% (0.9)% Stock-based compensation 4.1% (1.1)% 0.0% Research and development tax credits 2.4% 2.0% 2.2% Unrecognized tax benefits (0.6)% (0.6)% (0.7)% Increase in valuation allowance (33.3)% (22.0)% (21.7)% Change in Sponsor Earn-out liability 10.7% — — Transaction costs (1.5)% — — Section 162(m) (3.8)% — — Others (0.6)% 0.2% 0.1% Effective tax rate (2.5)% (0.1)% (0.1)% |
Summary of components of net deferred tax assets | As of December 31, (in thousands) 2022 2021 Deferred tax assets: Net operating losses $ 25,338 $ 18,540 Section 174 6,389 1,312 Lease Liabilities 3,803 — Stock-based compensation 2,869 525 Research and development tax credits 2,358 1,759 Accruals and reserves 1,251 851 Fixed assets 131 — Other 241 — Total deferred tax assets 42,380 22,987 Deferred tax liabilities: ROU assets (3,572) (1,154) Fixed assets — (228) Other — (105) Total deferred tax liabilities (3,572) (1,487) Net deferred tax asset before valuation allowance 38,808 21,500 Valuation allowance (38,808) (21,500) Net deferred tax asset $ — $ — |
Summary of net operating loss carryforwards | As of December 31, (in thousands) 2022 2021 U.S. Federal $ 104,423 $ 74,124 State $ 61,202 $ 54,917 |
Schedule of unrecognized tax benefits | As of December 31, (in thousands) 2022 2021 Beginning of the year $ 4,179 $ 1,467 Increase – current year positions 511 1,069 Increase – prior year positions — 1,643 Decrease – prior year positions (117) — End of the year $ 4,573 $ 4,179 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted net loss per share | Years Ended December 31, (in thousands, except share and per share amounts) 2022 2021 2020 Numerator: Net loss attributable to common stockholders - basic and diluted $ (50,993) $ (31,255) $ (13,889) Denominator: Weighted average shares of common stock outstanding - basic and diluted 288,304,750 61,089,065 60,781,758 Net loss per share attributable to common stockholders - basic and diluted $ (0.18) $ (0.51) $ (0.23) |
Schedule of potentially dilutive securities | Years Ended December 31, 2022 2021 2020 Escrowed Earn-Out Shares 27,690,978 — — Options to purchase common stock 18,308,233 20,750,755 6,868,948 Public Warrants 9,199,947 — — Sponsor Earn-Out Shares 5,520,000 — — Private Warrants 5,013,333 — — Unvested RSUs 2,807,660 — — Unvested PSUs 2,116,942 — — Earn-Out Restricted Shares 1,931,044 — — Unvested RSAs 1,270,726 2,261,862 — Redeemable convertible preferred stock — 213,960,286 174,994,153 Total 73,858,863 236,972,903 181,863,101 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of long-lived assets by geographical area | As of December 31, (in thousands) 2022 2021 Property and equipment, net: China $ 16,956 $ 8,821 South Korea 7,386 — United States 3,414 3,673 Total property and equipment, net 27,756 12,494 Intangible assets, net: Singapore 1,473 1,600 China — 26 Total intangible assets, net 1,473 1,626 Total long-lived assets $ 29,229 $ 14,120 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Summary of related parties due to their role and/or status as a principal owner of at least 10% of the voting interest on a fully diluted basis | The Company considered the following as related parties due to their role in the Company and/or status as a principal owner of at least 10% of the Company’s voting interest on a fully diluted basis for the year ended December 31, 2021: Name Role In The Company Fully Diluted Voting Interest Dr. Qichao Hu Chief Executive Officer, founder and board representation 13.3% SK Holdings (1) Board representation 12.7% Affiliates of Temasek Holdings (Private) Limited (1) Former board representation 10.5% General Motors Ventures LLC and General Motors Holdings LLC Board representation 9.7% Vertex Legacy Continuation Fund Pte. Ltd. (1) Board representation 9.6% Tianqi Lithium HK Co., Ltd. (1) Board representation 9.3% Long Siang Pte. Ltd. (1) Board representation 8.2% (1) |
Significant Accounting Policies
Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | |||
Unrealized gains (losses) from foreign currency transactions | $ 0.1 | $ (0.2) | $ (0.1) |
Significant Accounting Polici_2
Significant Accounting Policies - Reclassification of Prior Period Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reclassification [Line Items] | |||
Other assets | $ 3,206 | $ 9,263 | |
Accrued expenses and other current liabilities | 11,271 | 6,273 | |
Prepaid expenses and other assets | 1,586 | 1,666 | $ 333 |
Accrued expenses and other liabilities | $ 6,833 | 4,065 | 745 |
Revision of Prior Period, Reclassification, Adjustment [Member] | |||
Reclassification [Line Items] | |||
Other assets | 6,200 | ||
Accrued expenses and other current liabilities | 2,100 | ||
Prepaid expenses and other assets | 500 | 100 | |
Accrued expenses and other liabilities | $ 900 | $ 600 |
Significant Accounting Polici_3
Significant Accounting Policies - Restricted Cash (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Other Liabilities, Unclassified [Abstract] | |
Letters of credit outstanding, amount | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies - Fair Value - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Restricted cash | $ 1,313 | $ 547 |
Debt securities, available-for-sale | $ 283,460 | 0 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative Liability, Statement of Financial Position | Sponsor Earn-Out liability | |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted cash | $ 614 | 547 |
Debt securities, available-for-sale | 283,460 | |
Assets | 330,382 | 3,561 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Sponsor Earn-Out liability | 10,961 | |
Total liabilities at fair value | 10,961 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 46,308 | 3,014 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted cash | 614 | |
Debt securities, available-for-sale | 283,460 | |
Assets | 330,382 | 3,014 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 46,308 | 3,014 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Restricted cash | 547 | |
Assets | $ 547 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Sponsor Earn-Out liability | 10,961 | |
Total liabilities at fair value | $ 10,961 |
Significant Accounting Polici_5
Significant Accounting Policies - Fair Value - Transfers (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net [Abstract] | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers, net | $ 0 |
Significant Accounting Polici_6
Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Laboratory Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Office and Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Office and Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | Shorter of useful life of asset or lease term |
Significant Accounting Polici_7
Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Intellectual Property [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 15 years |
Significant Accounting Polici_8
Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Impairment Charges [Abstract] | |||
Impairment, long-lived asset, held-for-use | $ 0 | $ 0 | $ 0 |
Significant Accounting Polici_9
Significant Accounting Policies - Deferred Offering Costs (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Deferred Costs [Abstract] | |
Deferred offering costs | $ 5.7 |
Significant Accounting Polic_10
Significant Accounting Policies - Sponsor Earn-Out Liability - General Information (Details) | Feb. 02, 2022 $ / shares shares |
Accounting Policies [Abstract] | |
Sponsor Earn-Out Shares, shares issued (in shares) | shares | 6,900,000 |
Sponsor Earn-Out Shares, par value (in dollars per shares) | $ / shares | $ 0.0001 |
Significant Accounting Polic_11
Significant Accounting Policies - Sponsor Earn-Out Liability - Transfer Restrictions and Forfeiture Terms (Details) | Feb. 02, 2022 D $ / shares |
Accounting Policies [Abstract] | |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 1, term from closing | 180 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed (in dollars per share) | $ / shares | $ 12 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, minimum share price to exceed, trading day period (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 2, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed (in dollars per share) | $ / shares | $ 14 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, minimum share price to exceed, trading days (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 3, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed (in dollars per share) | $ / shares | $ 16 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, minimum share price to exceed, trading days (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 4, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, percentage of total shares (as a percent) | 20% |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed (in dollars per share) | $ / shares | $ 18 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) | 20 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, minimum share price to exceed, trading days (in days) | 30 |
Sponsor Earn-Out Shares, transfer restrictions, Tranche 5, term from closing | 150 days |
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, minimum share price to exceed (in dollars per share) | $ / shares | $ 18 |
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, percentage of shares (as a percent) | 100% |
Sponsor Earn-Out Shares, transfer restrictions, change of control, shares released from transfer restrictions, pro rata, maximum share price not to exceed (in dollars per share) | $ / shares | $ 18 |
Significant Accounting Polic_12
Significant Accounting Policies - Earn-Out Shares (Details) | Feb. 02, 2022 $ / shares shares |
Accounting Policies [Abstract] | |
Total Earn-Out Shares, shares issued (in shares) | 29,999,947 |
Earn-Out Shares, shares issued (in shares) | 23,691,182 |
Earn-Out Restricted Shares, shares issued (in shares) | 2,308,969 |
Founder Earn-Out Shares, shares issued (in shares) | 3,999,796 |
Escrowed Earn-Out Shares, vesting, minimum closing share price (in dollars per share) | $ / shares | $ 18 |
Escrowed Earn-Out Shares, vesting, minimum closing share price, period begins following closing | 1 year |
Escrowed Earn-Out Shares, vesting, minimum closing share price, period ends following closing | 5 years |
Earn-Out Restricted Shares, vesting, change in control, minimum share price, Earn-Out period | 5 years |
Earn-Out Restricted Shares, vesting, change in control, minimum share price (in dollars per share) | $ / shares | $ 18 |
Earn-Out Restricted Shares, vesting, change in control, minimum share price, shares to vest immediately (in shares) | 29,999,947 |
Significant Accounting Polic_13
Significant Accounting Policies - Common Stock Warrants (Details) - $ / shares | Dec. 31, 2022 | Feb. 02, 2022 | Dec. 31, 2021 | Jan. 31, 2021 |
Class of Warrant or Right [Line Items] | ||||
Common stock available for future issuance (in shares) | 70,184,167 | 237,572,683 | ||
Common Stock Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by each warrant (in shares) | 1 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Common stock available for future issuance (in shares) | 14,213,280 | |||
Common Stock Warrants, Public Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 9,200,000 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Warrants, redemption, Company option, minimum share price to exceed (in dollars per share) | $ 18 | |||
Common stock available for future issuance (in shares) | 9,199,947 | |||
Common Stock Warrants, Private Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of securities called by warrants (in shares) | 5,013,333 | |||
Warrants, redemption, Company option, share price, low end of range (in dollars per share) | 10 | |||
Warrants, redemption, Company option, share price, high end of range (in dollars per share) | $ 18 | |||
Common stock available for future issuance (in shares) | 5,013,333 |
Significant Accounting Polic_14
Significant Accounting Policies - Segments (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||
Number of operating segments | 1 | 1 | 1 |
Number of reportable segments | 1 | 1 | 1 |
Significant Accounting Polic_15
Significant Accounting Policies - Recent Accounting Pronouncements (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Standards Update 2016-02 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | us-gaap:AccountingStandardsUpdate201602CumulativeEffectPeriodOfAdoptionMember |
Accounting Standards Update 2021-10 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2022 |
Significant Accounting Polic_16
Significant Accounting Policies - Leases - Practical Expedients (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Lessee Disclosure [Abstract] | |
Lease, Practical Expedients, Package | true |
Lease, Practical Expedient, Lessor Single Lease Component | true |
Significant Accounting Polic_17
Significant Accounting Policies - Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Dec. 31, 2022 |
Assets and Liabilities, Lessee [Abstract] | ||
Operating lease, right-of-use assets | $ 11,900 | $ 11,363 |
Operating lease, deferred rent balances and lease incentives reclassified against the costs of the ROU assets | 700 | |
Operating Lease, Liability [Abstract] | ||
Operating lease, liability | $ 12,600 | $ 12,064 |
Business Combination - General
Business Combination - General Information (Details) $ / shares in Units, $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Feb. 03, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Feb. 02, 2022 shares | |
Business Acquisition [Line Items] | ||||
Sponsor Earn-Out Shares, shares issued (in shares) | shares | 6,900,000 | |||
Sponsor Earn-Out Shares, conversion ratio | 1 | |||
Earn-Out Shares, shares issued (in shares) | shares | 29,999,947 | |||
Post close adjustment of transaction costs related to Business Combination and PIPE Financing | $ 4,905 | |||
Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | ||||
Business Acquisition [Line Items] | ||||
Gross proceeds | $ 326,100 | |||
Cash - Ivanhoe's trust and cash, net of redemptions | 51,600 | 51,590 | ||
Cash - PIPE Financing | $ 274,500 | $ 274,500 | ||
Price per share (in dollars per share) | $ / shares | $ 10 | |||
Transaction costs incurred | $ 46,300 | |||
Transaction costs incurred recorded to additional paid-in capital as a reduction of proceeds | 41,600 | |||
Transaction costs expensed | 4,700 | |||
Transaction costs accrued | $ 13,000 | |||
Post close adjustment of transaction costs related to Business Combination and PIPE Financing | $ 4,900 |
Business Combination - Reconcil
Business Combination - Reconciliation to Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 03, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Financing cash inflow from Business Combination and PIPE Financing | $ 282,940 | |
Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | ||
Business Acquisition [Line Items] | ||
Cash - Ivanhoe's trust and cash, net of redemptions | $ 51,600 | 51,590 |
Cash - PIPE Financing | $ 274,500 | 274,500 |
Less: Non-Transaction costs relating to Ivanhoe in conjunction with Closing | (13,149) | |
Less: Transaction costs and advisory fees paid | (26,972) | |
Net proceeds from Business Combination and PIPE Financing at Closing | 285,969 | |
Less: Transaction costs paid post Closing | (3,029) | |
Financing cash inflow from Business Combination and PIPE Financing | $ 282,940 |
Business Combination - Reconc_2
Business Combination - Reconciliation to Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Net contributions from Business Combination and PIPE Financing | $ 234,521 |
Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | |
Business Acquisition [Line Items] | |
Financing cash inflow from Business Combination and PIPE Financing | 282,940 |
Add: Transaction costs expensed relating to liabilities assumed upon the Business Combination | 4,649 |
Less: Transactions costs paid on or before December 31, 2021 | (3,334) |
Less: Sponsor Earn-Out Liability | (36,393) |
Less: Liabilities assumed from Ivanhoe | (387) |
Less: Accrued transaction costs | (12,954) |
Net contributions from Business Combination and PIPE Financing | $ 234,521 |
Business Combination - Common S
Business Combination - Common Stock Issued (Details) - Ivanhoe Capital Acquisition Corp., Reverse Recapitalization [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Business Acquisition [Line Items] | |
Ivanhoe Class A common stock, outstanding prior to Business Combination (in shares) | 27,600,000 |
Less: Redemption of Ivanhoe Class A common stock (in shares) | (22,455,850) |
Ivanhoe Class A common stock, net of redemptions (in shares) | 5,144,150 |
Ivanhoe Class B ordinary shares, converted to Class A Common Stock upon Closing (in shares) | 6,900,000 |
Total Ivanhoe Class A Common Stock (in shares) | 12,044,150 |
PIPE Investors - Class A Common Stock (in shares) | 27,450,000 |
Old SES common and preferred shares (other than SES Founder Group) converted to Class A Common Stock (in shares) | 236,221,766 |
Old SES Restricted Shares converted to restricted shares of Class A Common Stock (in shares) | 2,273,727 |
SES Founder Group shares of common stock converted to shares of Class B Common Stock (in shares) | 39,881,455 |
Founder Earn-Out Shares (Class B Common Stock) (in shares) | 3,999,796 |
Earn-Out Shares (Class A Common Stock) (in shares) | 23,691,182 |
Earn-Out Restricted Shares (Class A Common Stock) (in shares) | 2,308,969 |
Total (in shares) | 347,871,045 |
Less: Shares of Old SES outstanding prior to Business Combination and PIPE Financing (in shares) | (276,103,221) |
Business Combination and PIPE Financing Shares (in shares) | 71,767,824 |
Partnerships - General Informat
Partnerships - General Information (Details) | 1 Months Ended | ||
Aug. 31, 2021 | Dec. 31, 2021 | Feb. 28, 2021 | |
Hyundai Motor Company [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Joint development agreements, period | 3 years | ||
Director [Member] | GM Global Technology Operations LLC, Affiliate of General Motors Ventures LLC and General Motors Holdings LLC [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Joint development agreements, period | 3 years | ||
Investor [Member] | Honda Motor Company, Ltd. [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Joint development agreements, period | 2 years |
Partnerships - Credits to Resea
Partnerships - Credits to Research and Development (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Research and development (related party) | $ 8,758 | $ 13,972 |
Research and development | 5,431 | 2,004 |
Total credits to research and development | $ 14,189 | $ 15,976 |
Partnerships - Credits to Prope
Partnerships - Credits to Property and Equipment (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Joint Development Agreements, Property and Equipment Credit | $ 9.9 |
Partnerships - Amounts Invoiced
Partnerships - Amounts Invoiced to Non-related Parties (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Joint development agreements, receivable | $ 0.4 | |
Joint development agreements, deferred income | $ 4.2 | $ 0.8 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 60,315 | $ 157,483 | ||
Money market funds | 46,308 | 3,014 | ||
Total cash and cash equivalents | 106,623 | 160,497 | ||
Restricted cash included in prepaid expenses and other current assets and other assets | 1,313 | 547 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 107,936 | $ 161,044 | $ 2,728 | $ 25,982 |
Restricted Cash and Cash Equivalents, Statement of Financial Position | Other assets, Prepaid expenses and other current assets | Other assets, Prepaid expenses and other current assets |
Investments - General Informati
Investments - General Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale | $ 283,460 | $ 0 |
Minimum [Member] | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale, term | 1 month | |
Maximum [Member] | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale, term | 11 months |
Investments - Tabular Disclosur
Investments - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Amortized cost | $ 283,705 | |
Gross unrealized gains | 2 | |
Gross unrealized losses | 247 | |
Fair value | 283,460 | $ 0 |
US Treasury and Government [Member] | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Amortized cost | 283,705 | |
Gross unrealized gains | 2 | |
Gross unrealized losses | 247 | |
Fair value | $ 283,460 |
Property and Equipment, Net - T
Property and Equipment, Net - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | $ 35,356 | $ 17,740 |
Less: accumulated depreciation | (7,600) | (5,246) |
Property and equipment, net | 27,756 | 12,494 |
Laboratory Machinery and Equipment [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 18,133 | 7,285 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 358 | 311 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | 11,443 | 4,105 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Net, by Type [Abstract] | ||
Property and equipment, gross | $ 5,422 | $ 6,039 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation [Abstract] | |||
Depreciation expense | $ 2.5 | $ 1.5 | $ 1.6 |
Intangible Assets, Net - Compos
Intangible Assets, Net - Composition (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 1,918 | $ 1,944 |
Less: accumulated amortization | (445) | (318) |
Intangible assets, net | 1,473 | 1,626 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 1,918 | 1,918 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Intangible assets, gross | $ 26 |
Intangible Assets, Net - Amorti
Intangible Assets, Net - Amortization Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of Deferred Charges [Abstract] | |||
Amortization expense | $ 0.1 | $ 0.1 | $ 0.1 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 128 | |
2024 | 128 | |
2025 | 128 | |
2026 | 128 | |
2027 | 128 | |
Thereafter | 833 | |
Intangible assets, net | $ 1,473 | $ 1,626 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Advance payments received under joint development agreements | $ 4,189 | $ 1,978 |
Employee compensation and related costs | 3,115 | 2,117 |
Income taxes payable | 1,422 | 226 |
Professional and consulting services | 1,566 | 1,099 |
Other | 979 | 853 |
Accrued expenses and other current liabilities | $ 11,271 | $ 6,273 |
Government Grant (Details)
Government Grant (Details) $ in Millions | 1 Months Ended |
Dec. 31, 2022 USD ($) | |
Government Assistance [Abstract] | |
Government assistance, transaction duration | 5 years |
Government assistance, unearned government grant | $ 6.7 |
Sponsor Earn-Out Liability - Ke
Sponsor Earn-Out Liability - Key Inputs (Details) | Dec. 31, 2022 Y | Feb. 03, 2022 Y |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Valuation Technique | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 3.15 | 7.68 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.850 | 0.810 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.0409 | 0.0163 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 4.1 | 5 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0 | 0 |
Sponsor Earn-Out Liability - Re
Sponsor Earn-Out Liability - Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 0 |
Additions during the period | 36,393 |
Change in fair value | (25,432) |
Ending Balance | $ 10,961 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Change of fair value of Sponsor Earn-Out liability, net |
Leases - General Information (D
Leases - General Information (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Certain Operating Leases, Escalating Rental Payments, Leases with Option to Extend [Member] | |
Lessee, Operating Lease, Description [Abstract] | |
Lessee, operating lease, existence of option to extend | true |
Lessee, Operating Lease, Renewal Term | 5 years |
Certain Operating Leases, Escalating Rental Payments, Leases with Options to Terminate Lease at Certain Times within Lease Term [Member] | |
Lessee, Operating Lease, Description [Abstract] | |
Lessee, operating lease, existence of option to terminate | true |
Leases - Operating Lease Cost (
Leases - Operating Lease Cost (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Lease, Cost [Abstract] | |
Operating lease cost | $ 2.5 |
Leases - Rental Expense (Detail
Leases - Rental Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
ASU 2016-02 Transition [Abstract] | ||
Rental expense | $ 1.8 | $ 1.3 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash Flow, Operating Activities, Lessee [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 2.4 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities under Operating Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2023 | $ 2,675 |
2024 | 2,721 |
2025 | 2,779 |
2026 | 2,092 |
2027 | 1,177 |
Thereafter | 3,375 |
Total future lease payments | $ 14,819 |
Leases - Gross Difference (Deta
Leases - Gross Difference (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Total future lease payments | $ 14,819 | |
Less: imputed interest | (2,755) | |
Lease liabilities | $ 12,064 | $ 12,600 |
Leases - Additional Information
Leases - Additional Information (Details) | Dec. 31, 2022 |
Lessee Disclosure [Abstract] | |
Operating leases, weighted average remaining lease term | 6 years 3 months 18 days |
Operating leases, weighted average discount rate | 6.20% |
Leases - Descriptions (Details)
Leases - Descriptions (Details) $ in Thousands | 1 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2018 | Aug. 31, 2016 | Sep. 30, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | May 31, 2020 | |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||||||
Undiscounted future minimum lease payments | $ 14,819 | |||||
Office Space in Woburn, Massachusetts [Member] | ||||||
Lessee, Operating Lease, Description [Abstract] | ||||||
Lessee, operating lease, existence of option to extend | true | |||||
Lessee, operating lease, renewal term | 5 years | 5 years | ||||
Lessee, operating lease, base rent, annual cost of living increases, percentage, maximum (as a percent) | 6% | |||||
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||||||
Undiscounted future minimum lease payments | 7,600 | |||||
Office Space in Woburn, Massachusetts, Amendment, Additional Space [Member] | Forecast [Member] | ||||||
Lessee, Operating Lease, Description [Abstract] | ||||||
Area of real estate property | ft² | 5,000 | |||||
Lessee, operating lease, term of contract | 8 years | |||||
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||||||
Undiscounted future minimum lease payments | $ 1,500 | |||||
Manufacturing Space in Shanghai, China [Member] | ||||||
Lessee, Operating Lease, Description [Abstract] | ||||||
Lessee, operating lease, existence of option to extend | true | |||||
Lessee, operating lease, existence of option to extend, application for renewal, period before expiry | 90 days | |||||
Lessee, operating lease, term of contract, extension | 3 years | |||||
Lessee, operating lease, base rent, annual cost of living increases, percentage, maximum (as a percent) | 3% | |||||
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||||||
Undiscounted future minimum lease payments | $ 5,300 |
Note Payable (Details)
Note Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | |||
Gain on forgiveness of PPP note | $ 840 | ||
Paycheck Protection Program, CARES Act [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 800 | ||
Debt instrument, interest rate, stated percentage (as a percent) | 1% | ||
Gain on forgiveness of PPP note | $ 800 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Other Commitments [Line Items] | |
Joint development agreements, period, low end of range | 2 years |
Joint development agreements, period, high end of range | 3 years |
Strategic Automotive Original Equipment Manufacturer Partner [Member] | |
Other Commitments [Line Items] | |
Joint development agreements, expenditures related to engineering efforts and purchases of related equipment, maximum | $ 50 |
Joint development agreements, expenditures related to engineering efforts and purchases of related equipment, cumulative amount spent | $ 1.7 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Tabular Disclosure (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 213,960,286 | ||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 213,960,286 | 174,994,140 | 174,994,140 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 213,960,286 | ||
Redeemable convertible preferred stock, liquidation amount | $ 271,148 | |||
Redeemable convertible preferred stock, carrying amount | $ 269,941 | $ 82,044 | $ 82,044 | |
Series A Preferred Stock [Member] | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, issue price per share (in dollars per share) | $ 0.1406 | |||
Redeemable convertible preferred stock, shares authorized (in shares) | 32,011,403 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 32,011,403 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 32,011,403 | |||
Redeemable convertible preferred stock, liquidation amount | $ 4,500 | |||
Redeemable convertible preferred stock, carrying amount | $ 4,413 | |||
Series B Preferred Stock [Member] | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, issue price per share (in dollars per share) | $ 0.3795 | |||
Redeemable convertible preferred stock, shares authorized (in shares) | 30,305,065 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 30,305,065 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 30,305,065 | |||
Redeemable convertible preferred stock, liquidation amount | $ 11,500 | |||
Redeemable convertible preferred stock, carrying amount | $ 11,362 | |||
Series C Preferred Stock [Member] | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, issue price per share (in dollars per share) | $ 0.4829 | |||
Redeemable convertible preferred stock, shares authorized (in shares) | 75,874,600 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 75,874,600 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 75,874,600 | |||
Redeemable convertible preferred stock, liquidation amount | $ 36,643 | |||
Redeemable convertible preferred stock, carrying amount | $ 36,324 | |||
Series C Plus Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, issue price per share (in dollars per share) | $ 0.8151 | |||
Redeemable convertible preferred stock, shares authorized (in shares) | 36,803,072 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 36,803,072 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 36,803,072 | |||
Redeemable convertible preferred stock, liquidation amount | $ 30,000 | |||
Redeemable convertible preferred stock, carrying amount | $ 29,945 | |||
Series D Preferred Stock [Member] | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, issue price per share (in dollars per share) | $ 4.7939 | |||
Redeemable convertible preferred stock, shares authorized (in shares) | 28,891,766 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 28,891,766 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 28,891,766 | |||
Redeemable convertible preferred stock, liquidation amount | $ 138,505 | |||
Redeemable convertible preferred stock, carrying amount | $ 138,257 | |||
Series D Plus Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity, Other Disclosures [Abstract] | ||||
Redeemable convertible preferred stock, issue price per share (in dollars per share) | $ 4.9631 | |||
Redeemable convertible preferred stock, shares authorized (in shares) | 10,074,380 | |||
Redeemable convertible preferred stock, shares issued (in shares) | 10,074,380 | |||
Redeemable convertible preferred stock, shares outstanding (in shares) | 10,074,380 | |||
Redeemable convertible preferred stock, liquidation amount | $ 50,000 | |||
Redeemable convertible preferred stock, carrying amount | $ 49,640 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - General Information (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | Apr. 30, 2021 |
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | ||
Redeemable convertible preferred stock, shares purchased (in shares) | 38,966,146 | |||
Series D Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, purchase agreement amount | $ 138.5 | |||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | |||
Redeemable convertible preferred stock, shares purchased (in shares) | 28,891,766 | |||
Series D Plus Redeemable Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Redeemable convertible preferred stock, purchase agreement amount | $ 50 | |||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | |||
Redeemable convertible preferred stock, shares purchased (in shares) | 10,074,380 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock - Conversion (Details) - Redeemable Convertible Preferred Stock [Member] $ in Millions | Dec. 31, 2022 USD ($) |
Temporary Equity [Line Items] | |
Common stock price per share to Series D and Series D plus issuance price, multiplier, minimum | 2 |
Minimum gross proceeds, net of underwriting commission and discounts | $ 100 |
Percentage of holders of the redeemable convertible preferred stock then outstanding (as a percent) | 66% |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock - Dividends (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Preferred stock, dividends per share, declared (in dollars per share) | $ 0 | $ 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock - General Information (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, shares issued (in shares) | 349,714,840 | |
Common stock, shares outstanding (in shares) | 349,714,840 | |
Common Class A [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,100,000,000 | |
Common stock, shares issued (in shares) | 305,833,589 | 22,261,480 |
Common stock, shares outstanding (in shares) | 305,833,589 | 22,261,480 |
Common Class B [Member] | ||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 43,881,251 | 39,881,455 |
Common stock, shares outstanding (in shares) | 43,881,251 | 39,881,455 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 Vote | |
Common Class A [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, voting rights, votes per share | 1 |
Common stock, voting rights | holder of each share of Class A common stock is entitled to one vote |
Common Class B [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, voting rights, votes per share | 10 |
Common stock, voting rights | holder of each share of Class B common stock is entitled to ten votes |
Common stock, conversion basis, conversion ratio | 1 |
Common stock, conversion basis | Each share of Class B common stock is convertible on a one-for-one basis into a share of Class A common stock at the holder’s option or otherwise automatically upon the occurrence of certain events, namely: (i) each share of Class B common stock that is transferred by SES Founder Group, or certain permitted transferee holders (“Qualified Holders”), will convert into a share of Class A common stock; (ii) all outstanding shares of Class B common stock will convert into shares of Class A common stock if the SES Founder Group or Qualified Holders collectively cease to beneficially own at least 20 percent of the number of shares of Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Class B common stock) collectively held by the SES Founder Group and Qualified Holders of Class B common stock as of the time the Business Combination took effect; or (iii) all outstanding shares of Class B common stock will convert into shares of Class A common stock upon the date specified by the affirmative vote of the holders of at least two-thirds of the then-outstanding shares of Class B common stock, voting as a separate class. |
Common stock, conversion basis, beneficial ownership percentage (as a percent) | 20% |
Common stock, conversion basis, affirmative vote percentage, minimum (as a percent) | 66.67% |
Stockholders' Equity - Common_3
Stockholders' Equity - Common Stock - Reconciliation (Details) | Dec. 31, 2022 shares |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued (in shares) | 349,714,840 |
Common stock, shares issued, excluding shares subject to future vesting (in shares) | 313,302,092 |
Common stock, shares outstanding (in shares) | 349,714,840 |
Common stock, shares outstanding, excluding shares subject to future vesting (in shares) | 313,302,092 |
Earn-out Shares, Escrowed Earn-out Shares [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (27,690,978) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (27,690,978) |
Earn-out Shares, Sponsor Earn-out Shares [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (5,520,000) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (5,520,000) |
Earn-out Shares, Earn-out Restricted Shares [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (1,931,044) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (1,931,044) |
Restricted Stock [Member] | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Common stock, shares issued, shares subject to future vesting (in shares) | (1,270,726) |
Common stock, shares outstanding, shares subject to future vesting (in shares) | (1,270,726) |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 12 Months Ended | |
Dec. 31, 2022 D $ / shares shares | Feb. 02, 2022 shares | |
Common Stock Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Common Stock Warrants, Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of securities called by warrants (in shares) | shares | 9,200,000 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Date from which warrants exercisable, period following business combination | 30 days | |
Warrants, term | 5 years | |
Warrants, exercisable, Company option, minimum share price to exceed (in dollars per share) | $ 18 | |
Warrants, exercisable, Company option, redemption price (in dollars per share) | 0.01 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed (in dollars per share) | $ 18 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, trading days (in days) | D | 20 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, trading day period (in days) | D | 30 | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, notification period | 30 days | |
Warrants, exercisable, Company option, redemption price, minimum share price to exceed, notification period, Company to redeem if not exercised | 30 days | |
Warrants outstanding (in shares) | shares | 9,199,947 | |
Common Stock Warrants, Private Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of securities called by warrants (in shares) | shares | 5,013,333 | |
Warrants outstanding (in shares) | shares | 5,013,333 |
Stockholders' Equity - Common_4
Stockholders' Equity - Common Stock Available for Future Issuance (Details) - shares | Dec. 31, 2022 | Feb. 02, 2022 | Dec. 31, 2021 |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 70,184,167 | 237,572,683 | |
Redeemable Convertible Preferred Stock [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 213,960,286 | ||
Common Stock Warrants [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 14,213,280 | ||
Common Stock Warrants, Public Warrants [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 9,199,947 | ||
Common Stock Warrants, Private Warrants [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 5,013,333 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 18,308,233 | 20,750,755 | |
Restricted Stock Units (RSUs) [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 2,807,660 | ||
Performance Shares [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 2,116,942 | ||
Restricted Stock [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 2,261,862 | ||
SES AI Corporation 2021 Plan [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 32,738,052 | 36,862,002 | |
SES Holdings Pte. Ltd. 2021 Plan [Member] | |||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||
Common stock available for future issuance (in shares) | 599,780 |
Stock-Based Compensation - Gene
Stock-Based Compensation - General Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2022 | Feb. 03, 2022 | Feb. 02, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for future issuance (in shares) | 70,184,167 | 237,572,683 | |||
Options outstanding (in shares) | 18,308,233 | 20,748,976 | 20,750,755 | ||
SES AI Corporation 2021 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for future issuance (in shares) | 32,738,052 | 36,862,002 | |||
Increase in total shares reserved for future issuance (in shares) | 486,975 | ||||
Automatic annual increases, term | 10 years | ||||
Automatic annual increases, percentage of total shares outstanding (as a percent) | 2% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for future issuance (in shares) | 2,807,660 | ||||
Awards outstanding (in shares) | 2,807,660 | 0 | |||
Vesting period | 3 years | ||||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for future issuance (in shares) | 2,261,862 | ||||
Awards outstanding (in shares) | 1,270,726 | 2,273,727 | 2,261,862 | ||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting (as a percent) | 25% | ||||
Vesting period | 1 year | ||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting (as a percent) | 2.0833% | ||||
Vesting period | 1 month | ||||
Performance Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for future issuance (in shares) | 2,116,942 | ||||
Awards outstanding (in shares) | 2,116,942 | 0 | |||
Vesting period | 3 years | ||||
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 2 years | ||||
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Earn-out Shares, Earn-out Restricted Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Awards outstanding (in shares) | 1,931,044 | 0 | |||
Vesting period | 5 years | ||||
Requisite service period | 1 year 5 months 12 days | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | |||||
Aggregate grant date fair value | $ 15,000 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock available for future issuance (in shares) | 18,308,233 | 20,750,755 | |||
Expiration period | 10 years | ||||
Share-Based Payment Arrangement, Additional Disclosure [Abstract] | |||||
Income tax benefit | $ 0 | ||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting (as a percent) | 25% | ||||
Vesting period | 1 year | ||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting (as a percent) | 2.0833% | ||||
Vesting period | 1 month |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense - Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 22,775 | $ 4,571 | $ 154 |
Research and Development Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 6,630 | 344 | 72 |
General and Administrative Expense [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 16,145 | $ 4,227 | $ 82 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense - Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 22,775 | $ 4,571 | $ 154 |
Earn-out Shares, Earn-out Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 7,890 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 7,136 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 3,786 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 3,510 | 1,540 | |
Share-Based Payment Arrangement, Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 453 | $ 3,031 | $ 154 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | |||
Apr. 18, 2022 | Feb. 03, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Weighted-average grant date fair value per option (in dollars per share) | $ 0.12 | $ 0.08 | ||
Performance Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term | 5 years | |||
Risk free interest rate (as a percent) | 2.79% | |||
Expected volatility (as a percent) | 75.70% | |||
Expected dividend rate (as a percent) | 0% | |||
Share price (in dollars per share) | $ 9.10 | |||
Earn-out Shares, Earn-out Restricted Shares [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term | 5 years | |||
Risk free interest rate (as a percent) | 1.63% | |||
Expected volatility (as a percent) | 81% | |||
Expected dividend rate (as a percent) | 0% | |||
Share price (in dollars per share) | $ 7.68 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Risk free interest rate, minimum (as a percent) | 0.60% | 0.40% | ||
Risk free interest rate, maximum (as a percent) | 1.10% | 0.90% | ||
Expected volatility, minimum (as a percent) | 68% | 61.80% | ||
Expected volatility, maximum (as a percent) | 69.90% | 67.50% | ||
Expected dividend rate (as a percent) | 0% | 0% | ||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term | 5 years 7 months 6 days | 5 years | ||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock-Based Compensation - Equi
Stock-Based Compensation - Equity Instruments Other than Options, Nonvested - Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, outstanding, beginning balance (in shares) | 0 | ||
Number of shares, granted (in shares) | 3,438,233 | ||
Number of shares, vested (in shares) | (185,944) | ||
Number of shares, forfeited and canceled (in shares) | (444,629) | ||
Number of options, outstanding, ending balance (in shares) | 2,807,660 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, outstanding, beginning balance (in dollars per share) | $ 0 | ||
Weighted average fair value, granted (in dollars per share) | 8.41 | ||
Weighted average fair value, vested (in dollars per share) | 4.27 | ||
Weighted average fair value, forfeited and canceled (in dollars per share) | 8.93 | ||
Weighted average fair value, outstanding, ending balance (in dollars per share) | $ 8.61 | $ 0 | |
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, outstanding, beginning balance (in shares) | 2,261,862 | ||
Number of shares, granted (in shares) | 11,865 | 0 | |
Number of shares, vested (in shares) | (958,506) | 0 | |
Number of shares, forfeited and canceled (in shares) | (44,495) | ||
Number of options, outstanding, ending balance (in shares) | 1,270,726 | 2,261,862 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, outstanding, beginning balance (in dollars per share) | $ 5.12 | ||
Weighted average fair value, granted (in dollars per share) | 5.30 | $ 5.12 | |
Weighted average fair value, vested (in dollars per share) | 5.16 | ||
Weighted average fair value, forfeited and canceled (in dollars per share) | 5.30 | ||
Weighted average fair value, outstanding, ending balance (in dollars per share) | $ 5.09 | $ 5.12 | |
Performance Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, outstanding, beginning balance (in shares) | 0 | ||
Number of shares, granted (in shares) | 2,340,405 | ||
Number of shares, forfeited and canceled (in shares) | (223,463) | ||
Number of options, outstanding, ending balance (in shares) | 2,116,942 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, outstanding, beginning balance (in dollars per share) | $ 0 | ||
Weighted average fair value, granted (in dollars per share) | 5.89 | ||
Weighted average fair value, forfeited and canceled (in dollars per share) | 5.09 | ||
Weighted average fair value, outstanding, ending balance (in dollars per share) | $ 5.98 | $ 0 | |
Earn-out Shares, Earn-out Restricted Shares [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, outstanding, beginning balance (in shares) | 0 | ||
Number of shares, granted (in shares) | 2,308,969 | ||
Number of shares, forfeited and canceled (in shares) | (377,925) | ||
Number of options, outstanding, ending balance (in shares) | 1,931,044 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, outstanding, beginning balance (in dollars per share) | $ 0 | ||
Weighted average fair value, granted (in dollars per share) | 6.50 | ||
Weighted average fair value, forfeited and canceled (in dollars per share) | 6.37 | ||
Weighted average fair value, outstanding, ending balance (in dollars per share) | $ 6.53 | $ 0 |
Stock-Based Compensation - Eq_2
Stock-Based Compensation - Equity Instruments Other than Options, Nonvested - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, granted (in shares) | 3,438,233 | ||
Number of shares, vested (in shares) | 185,944 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, granted (in dollars per share) | $ 8.41 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Total fair value of awards vested | $ 0.8 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, granted (in shares) | 11,865 | 0 | |
Number of shares, vested (in shares) | 958,506 | 0 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, granted (in dollars per share) | $ 5.30 | $ 5.12 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | |||
Total fair value of awards vested | $ 4.9 | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, granted (in shares) | 2,340,405 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, granted (in dollars per share) | $ 5.89 | ||
Earn-out Shares, Earn-out Restricted Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares, granted (in shares) | 2,308,969 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average fair value, granted (in dollars per share) | $ 6.50 |
Stock-Based Compensation - St_3
Stock-Based Compensation - Stock Options - Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of options, outstanding, beginning balance (in shares) | 20,750,755 | ||
Number of options, exercised (in shares) | (2,089,351) | 0 | |
Number of options, forfeited and canceled (in shares) | (353,171) | ||
Number of options, outstanding, ending balance (in shares) | 18,308,233 | 20,750,755 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Weighted average exercise price, outstanding, beginning balance (in dollars per share) | $ 0.17 | ||
Weighted average exercise price, exercised (in dollars per share) | 0.14 | ||
Weighted average exercise price, forfeited and canceled (in dollars per share) | 0.26 | ||
Weighted average exercise price, outstanding, ending balance (in dollars per share) | $ 0.17 | $ 0.17 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted average remaining contractual term, outstanding | 7 years 7 months 6 days | 8 years 6 months | |
Aggregate intrinsic value, outstanding | $ 54.6 | $ 106.5 | |
Aggregate intrinsic value of options exercised | $ 10.8 | $ 6.7 | |
Vested, number of options (in shares) | 9,789,050 | ||
Vested, weighted average exercise price (in dollars per share) | $ 0.15 | ||
Vested, weighted average remaining contractual term | 7 years 2 months 12 days | ||
Vested, aggregate intrinsic value | $ 29.3 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest [Abstract] | |||
Vested or expected to vest, number of options (in shares) | 18,308,233 | ||
Vested or expected to vest, weighted average exercise price (in dollars per share) | $ 0.17 | ||
Vested or expected to vest, weighted average remaining contractual term | 7 years 7 months 6 days | ||
Vested or expected to vest, aggregate intrinsic value | $ 54.6 |
Stock-Based Compensation - St_4
Stock-Based Compensation - Stock Options - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Weighted-average grant date fair value per option (in dollars per share) | $ 0.12 | $ 0.08 | |
Aggregate intrinsic value of options exercised | $ 10.8 | $ 6.7 | |
Options exercised (in shares) | 2,089,351 | 0 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Stock-based Compensation Cost (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | |
Unrecognized stock-based compensation cost, options | $ 0.9 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | |
Unrecognized stock-based compensation cost, other than options | $ 17.8 |
Weighted average period | 2 years 2 months 12 days |
Performance Shares [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | |
Unrecognized stock-based compensation cost, other than options | $ 8.9 |
Weighted average period | 1 year 10 months 24 days |
Earn-out Shares, Earn-out Restricted Shares [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | |
Unrecognized stock-based compensation cost, other than options | $ 4.7 |
Weighted average period | 6 months |
Restricted Stock [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | |
Unrecognized stock-based compensation cost, other than options | $ 6.4 |
Weighted average period | 2 years 3 months 18 days |
Share-Based Payment Arrangement, Option [Member] | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount [Abstract] | |
Weighted average period | 2 years 1 month 6 days |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Components of Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
U.S. | $ (35,543) | $ (4,508) | $ (9,696) |
Foreign | (14,195) | (26,722) | (4,186) |
Loss before income taxes | $ (49,738) | $ (31,230) | $ (13,882) |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
State | $ 55 | $ 1 | |
Foreign | 1,200 | $ 25 | 6 |
Total current expense | 1,255 | 25 | 7 |
Income tax expense | $ 1,255 | $ 25 | $ 7 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal statutory income tax rate (as a percent) | 21% | 21% | 21% |
Foreign tax (as a percent) | (0.80%) | (0.10%) | (0.10%) |
Other permanent items (as a percent) | (0.10%) | 0.50% | (0.90%) |
Stock-based compensation (as a percent) | 4.10% | (1.10%) | 0% |
Research and development tax credits (as a percent) | 2.40% | 2% | 2.20% |
Unrecognized tax benefits (as a percent) | (0.60%) | (0.60%) | (0.70%) |
Increase in valuation allowance (as a percent) | (33.30%) | (22.00%) | (21.70%) |
Change in Sponsor Earn-out liability (as a percent) | 10.70% | ||
Transaction Costs | (1.50%) | ||
Section 162(m) | (3.80%) | ||
Others (as a percent) | (0.60%) | 0.20% | 0.10% |
Total (as a percent) | (2.50%) | (0.10%) | (0.10%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating losses | $ 25,338 | $ 18,540 |
Section 174 | 6,389 | 1,312 |
Lease Liabilities | 3,803 | |
Stock-based compensation | 2,869 | 525 |
Research and development tax credits | 2,358 | 1,759 |
Accruals and reserves | 1,251 | 851 |
Fixed assets | 131 | |
Other | 241 | |
Total deferred tax assets | 42,380 | 22,987 |
Components of Deferred Tax Liabilities [Abstract] | ||
ROU assets | (3,572) | (1,154) |
Fixed assets | (228) | |
Other | (105) | |
Total deferred tax liabilities | (3,572) | (1,487) |
Net deferred tax asset before valuation allowance | 38,808 | 21,500 |
Valuation allowance | (38,808) | (21,500) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Valuation Allowance [Abstract] | ||
Deferred tax assets, valuation allowance | $ 38,808 | $ 21,500 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards - Tabular Disclosure (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 104,423 | $ 74,124 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 61,202 | $ 54,917 |
Income Taxes - Net Operating _2
Income Taxes - Net Operating Loss Carryforwards - Additional Information (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, limitations on use, amount | $ 0.5 |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards, not subject to expiration | $ 95.1 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, limitations on use, amount | $ 0.5 | |
Domestic Tax Authority [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Tax credit carryforward, amount | $ 3.6 | $ 2.8 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning of the year | $ 4,179 | $ 1,467 |
Increase-current year positions | 511 | 1,069 |
Increase-prior year positions | 1,643 | |
Decrease - prior year positions | (117) | |
End of the year | $ 4,573 | $ 4,179 |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | |||
Net loss | $ (50,993) | $ (31,255) | $ (13,889) |
Net loss attributable to common stockholders - basic | (50,993) | (31,255) | (13,889) |
Net loss attributable to common stockholders - diluted | $ (50,993) | $ (31,255) | $ (13,889) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | |||
Weighted-average shares of common stock outstanding, basic (in shares) | 288,304,750 | 61,089,065 | 60,781,758 |
Weighted-average shares of common stock outstanding, diluted (in shares) | 288,304,750 | 61,089,065 | 60,781,758 |
Earnings Per Share, Diluted [Abstract] | |||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.18) | $ (0.51) | $ (0.23) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.18) | $ (0.51) | $ (0.23) |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 73,858,863 | 236,972,903 | 181,863,101 |
Earn-out Shares, Escrowed Earn-out Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 27,690,978 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 18,308,233 | 20,750,755 | 6,868,948 |
Common Stock Warrants, Public Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 9,199,947 | ||
Earn-out Shares, Sponsor Earn-out Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 5,520,000 | ||
Common Stock Warrants, Private Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 5,013,333 | ||
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,807,660 | ||
Performance Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 2,116,942 | ||
Earn-out Shares, Earn-out Restricted Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,931,044 | ||
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 1,270,726 | 2,261,862 | |
Redeemable Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 213,960,286 | 174,994,153 |
Segment and Geographic Inform_3
Segment and Geographic Information - Segment Information (Details) - segment | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||
Number of reportable segments | 1 | 1 | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Long-lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 27,756 | $ 12,494 |
Intangible assets, net | 1,473 | 1,626 |
Long-lived assets | 29,229 | 14,120 |
SINGAPORE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Intangible assets, net | 1,473 | 1,600 |
CHINA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 16,956 | 8,821 |
Intangible assets, net | 26 | |
KOREA, REPUBLIC OF | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | 7,386 | |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net | $ 3,414 | $ 3,673 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Contribution | $ 0 | $ 0 |
Related-Party Transactions - Pr
Related-Party Transactions - Principal Owners Voting Interest on a Fully Diluted Basis (Details) | Dec. 31, 2021 |
Chief Executive Officer [Member] | Dr. Qichao Hu [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 13.30% |
Director [Member] | SK Holdings [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 12.70% |
Director [Member] | Affiliates of Temasek Holdings (Private) Limited [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 10.50% |
Director [Member] | General Motors Ventures LLC and General Motors Holdings LLC, Affiliates of GM Global Technology Operations LLC [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 9.70% |
Director [Member] | Vertex Legacy Continuation Fund Pte. Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 9.60% |
Director [Member] | Tianqi Lithium HK Co., Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 9.30% |
Director [Member] | Long Siang Pte. Ltd. [Member] | |
Related Party Transaction [Line Items] | |
Fully diluted voting interest (as a percent) | 8.20% |
Related-Party Transactions - Di
Related-Party Transactions - Director Nomination Agreement (Details) - Director [Member] - GM Ventures LLC [Member] | Dec. 31, 2022 person |
Related Party Transaction [Line Items] | |
Nomination of people for election to the Board, number of people | 1 |
Minimum beneficial ownership (as a percent) | 5% |
Related-Party Transactions - _2
Related-Party Transactions - Preferred Stock Purchase Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock | $ 187,897 | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 | |
Series D Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock | $ 138,500 | ||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.000001 | ||
Director [Member] | Aranda Investments Pte. Ltd. [Member] | Series D Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock | $ 27,000 | ||
Director [Member] | General Motors Ventures LLC and General Motors Holdings LLC, Affiliates of GM Global Technology Operations LLC [Member] | Series D Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock | 50,000 | ||
Director [Member] | SK Holdings [Member] | Series D Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock | 36,000 | ||
Director [Member] | Vertex Affiliates [Member] | Series D Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of redeemable convertible preferred stock | $ 10,000 |
Related-Party Transactions - PI
Related-Party Transactions - PIPE Financing and Other Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 03, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing | $ 234,521 | |
Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing (in shares) | 27,450,000 | |
Share price (in dollars per share) | $ 10 | |
Business Combination and PIPE Financing | $ 274,500 | |
Director [Member] | General Motors Ventures LLC and General Motors Holdings LLC, Affiliates of GM Global Technology Operations LLC [Member] | Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing | 10,000 | |
Director [Member] | Long Siang Pte. Ltd. [Member] | Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing | 1,000 | |
Director [Member] | Vertex Legacy Continuation Fund Pte. Ltd. [Member] | Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing | $ 5,000 | |
Director [Member] | Brother of Member of Board of Directors [Member] | Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing (in shares) | 150,000 | |
Business Combination and PIPE Financing | $ 1,500,000,000 | |
Investor [Member] | Honda Motor Company, Ltd. [Member] | Common Class A [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination and PIPE Financing | $ 75,000 |
Related-Party Transactions - Am
Related-Party Transactions - Amended and Restated Registration Rights Agreement (Details) | Feb. 03, 2022 |
Related Party Transactions [Abstract] | |
Amended and Restated Registration Rights Agreement, transfer of shares of Class A common stock and Class B common stock, prohibitive period | 180 days |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 28, 2023 | Dec. 31, 2022 |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Undiscounted future minimum lease payments | $ 14,819 | |
Subsequent Event [Member] | Manufacturing Space in Chungju, South Korea [Member] | ||
Lessee, Operating Lease, Description [Abstract] | ||
Lessee, operating lease, term of contract | 5 years | |
Operating Lease Liabilities, Gross Difference, Amount [Abstract] | ||
Undiscounted future minimum lease payments | $ 900 |