Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001819142 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
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 | 307,848,121 | |
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, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Trading Symbol | SES WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 49,938 | $ 106,623 |
Short-term investments | 292,225 | 283,460 |
Receivable from related party | $ 2,481 | $ 2,383 |
Other receivable, after allowance for credit loss, current, related party, type extensible enumeration | Related Party [Member] | Related Party [Member] |
Inventories | $ 596 | $ 383 |
Prepaid expenses and other current assets | 6,877 | 3,792 |
Total current assets | 352,117 | 396,641 |
Property and equipment, net | 34,995 | 27,756 |
Intangible assets, net | 1,377 | 1,473 |
Right-of-use assets, net | 11,341 | 11,363 |
Other assets | 3,423 | 3,206 |
Total assets | 403,253 | 440,439 |
Current Liabilities | ||
Accounts payable | 5,820 | 6,187 |
Operating lease liabilities, current | 2,144 | 1,899 |
Accrued expenses and other current liabilities | 7,837 | 11,271 |
Total current liabilities | 15,801 | 19,357 |
Sponsor Earn-Out Liability | 5,549 | 10,961 |
Operating lease liabilities, non-current | 9,534 | 10,165 |
Unearned government grant | 6,209 | 6,657 |
Other liabilities | 2,437 | 1,760 |
Total liabilities | 39,530 | 48,900 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity | ||
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 307,839,557 and 305,833,589 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 35 | 35 |
Additional paid-in capital | 554,403 | 538,041 |
Accumulated deficit | (187,933) | (145,286) |
Accumulated other comprehensive loss | (2,782) | (1,251) |
Total stockholders' equity | 363,723 | 391,539 |
Total liabilities stockholders' equity | $ 403,253 | $ 440,439 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 2,100,000,000 |
Common stock, shares issued (in shares) | 307,839,557 | 305,833,589 |
Common stock, shares outstanding (in shares) | 307,839,557 | 305,833,589 |
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 | 43,881,251 |
Common stock, shares outstanding (in shares) | 43,881,251 | 43,881,251 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 8,472 | $ 8,421 | $ 23,308 | $ 19,680 |
General and administrative | 10,885 | 13,308 | 36,932 | 40,305 |
Total operating expenses | 19,357 | 21,729 | 60,240 | 59,985 |
Loss from operations | (19,357) | (21,729) | (60,240) | (59,985) |
Other income (expense): | ||||
Interest income, net | 4,197 | 1,972 | 12,466 | 2,460 |
Gain (loss) on change in fair value of Sponsor Earn-Out Liability, net | 1,917 | (4,870) | 5,412 | 16,400 |
Other income (expense), net | (22) | 420 | 393 | (911) |
Total other income (expense), net | 6,092 | (2,478) | 18,271 | 17,949 |
Loss before income taxes | (13,265) | (24,207) | (41,969) | (42,036) |
Provision for income taxes | (208) | (121) | (678) | (310) |
Net loss | (13,473) | (24,328) | (42,647) | (42,346) |
Other comprehensive (loss) income: | ||||
Unrealized gain (loss) on investments | 242 | (12) | ||
Foreign currency translation adjustment | (99) | (1,194) | (1,519) | (2,462) |
Total comprehensive loss | $ (13,330) | $ (25,522) | $ (44,178) | $ (44,808) |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.15) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.15) |
Weighted-average common shares outstanding, basic (in shares) | 315,627,263 | 311,680,656 | 314,550,810 | 280,859,250 |
Weighted-average common shares outstanding, diluted (in shares) | 315,627,263 | 311,680,656 | 314,550,810 | 280,859,250 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] Previously Reported [Member] | Common Stock [Member] Revision of Prior Period, Adjustment [Member] | [1] | Common Stock [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] Revision of Prior Period, Adjustment [Member] | [1] | 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] | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] | [1] | Total | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 36,064,095 | 177,896,191 | 213,960,286 | ||||||||||||||
Redeemable convertible preferred stock, carrying amount | $ 269,941 | $ 269,941 | |||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 6 | $ 6 | $ 5,604 | $ (6) | $ 5,598 | $ (94,293) | $ (94,293) | $ 367 | $ 367 | (88,322) | (88,322) | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 10,474,509 | 51,668,426 | 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 | $ (269,941) | ||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with reverse recapitalization upon Business Combination (in shares) | (213,960,286) | ||||||||||||||||
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 | [2] | $ 7 | 234,514 | 234,521 | |||||||||||||
Business Combination and PIPE Financing, net of redemptions and transaction costs (in shares) | [2] | 71,767,824 | |||||||||||||||
Forfeitures of Earn-Out restricted shares | (9,080) | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 4 | 4 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 31,217 | ||||||||||||||||
Stock-based compensation | 3,186 | 3,186 | |||||||||||||||
Net Income (Loss) | (27,033) | (27,033) | |||||||||||||||
Foreign currency translation adjustments | 109 | 109 | |||||||||||||||
Ending balance at Mar. 31, 2022 | $ 34 | 513,222 | (121,326) | 476 | 392,406 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 347,893,182 | ||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 6 | $ 6 | $ 5,604 | $ (6) | 5,598 | $ (94,293) | (94,293) | $ 367 | 367 | $ (88,322) | (88,322) | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 10,474,509 | 51,668,426 | 62,142,935 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net Income (Loss) | (42,346) | ||||||||||||||||
Foreign currency translation adjustments | (2,462) | ||||||||||||||||
Ending balance at Sep. 30, 2022 | $ 34 | 532,413 | (136,639) | (2,095) | 393,713 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 349,772,538 | ||||||||||||||||
Beginning balance at Mar. 31, 2022 | $ 34 | 513,222 | (121,326) | 476 | 392,406 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 347,893,182 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Release of accrued transaction costs related to Business Combination and PIPE Financing | 6,174 | 6,174 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 38 | 38 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 337,453 | ||||||||||||||||
Stock-based compensation | 5,547 | 5,547 | |||||||||||||||
Net Income (Loss) | 9,015 | 9,015 | |||||||||||||||
Foreign currency translation adjustments | (1,377) | (1,377) | |||||||||||||||
Ending balance at Jun. 30, 2022 | $ 34 | 524,981 | (112,311) | (901) | 411,803 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 348,230,635 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of common stock upon exercise of stock options | 218 | 218 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,376,206 | ||||||||||||||||
Stock-based compensation | 7,214 | 7,214 | |||||||||||||||
Restricted stock units vested (in shares) | 165,697 | ||||||||||||||||
Net Income (Loss) | (24,328) | (24,328) | |||||||||||||||
Foreign currency translation adjustments | (1,194) | (1,194) | |||||||||||||||
Ending balance at Sep. 30, 2022 | $ 34 | 532,413 | (136,639) | (2,095) | 393,713 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 349,772,538 | ||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 35 | 538,041 | (145,286) | (1,251) | 391,539 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 349,714,840 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Forfeitures of Earn-Out restricted shares | (1,904) | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 13 | 13 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 94,319 | ||||||||||||||||
Stock-based compensation | 6,462 | 6,462 | |||||||||||||||
Restricted stock units vested (in shares) | 4,727 | ||||||||||||||||
Net Income (Loss) | (16,226) | (16,226) | |||||||||||||||
Unrealized gain (loss) on investments | 467 | 467 | |||||||||||||||
Foreign currency translation adjustments | 72 | 72 | |||||||||||||||
Ending balance at Mar. 31, 2023 | $ 35 | 544,516 | (161,512) | (712) | 382,327 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 349,811,982 | ||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 35 | 538,041 | (145,286) | (1,251) | 391,539 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 349,714,840 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Net Income (Loss) | (42,647) | ||||||||||||||||
Unrealized gain (loss) on investments | (12) | ||||||||||||||||
Foreign currency translation adjustments | (1,519) | ||||||||||||||||
Ending balance at Sep. 30, 2023 | $ 35 | 554,403 | (187,933) | (2,782) | 363,723 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 351,720,808 | ||||||||||||||||
Beginning balance at Mar. 31, 2023 | $ 35 | 544,516 | (161,512) | (712) | 382,327 | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 349,811,982 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Forfeitures of Earn-Out restricted shares | (237) | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 64 | 64 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 477,443 | ||||||||||||||||
Stock-based compensation | 7,325 | 7,325 | |||||||||||||||
Restricted stock units vested (in shares) | 924,179 | ||||||||||||||||
Forfeitures of Restricted Stock Awards (in shares) | (1,431) | ||||||||||||||||
Net Income (Loss) | (12,948) | (12,948) | |||||||||||||||
Unrealized gain (loss) on investments | (721) | (721) | |||||||||||||||
Foreign currency translation adjustments | (1,492) | (1,492) | |||||||||||||||
Ending balance at Jun. 30, 2023 | $ 35 | 551,905 | (174,460) | (2,925) | 374,555 | ||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 351,211,936 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Forfeitures of Earn-Out restricted shares | (306,526) | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 80 | 80 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 715,939 | ||||||||||||||||
Stock-based compensation | 2,418 | 2,418 | |||||||||||||||
Restricted stock units vested (in shares) | 103,167 | ||||||||||||||||
Forfeitures of Restricted Stock Awards (in shares) | (3,708) | ||||||||||||||||
Net Income (Loss) | (13,473) | (13,473) | |||||||||||||||
Unrealized gain (loss) on investments | 242 | 242 | |||||||||||||||
Foreign currency translation adjustments | (99) | (99) | |||||||||||||||
Ending balance at Sep. 30, 2023 | $ 35 | $ 554,403 | $ (187,933) | $ (2,782) | $ 363,723 | ||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 351,720,808 | ||||||||||||||||
[1] Nine Month Period Ended September 30, 2022 Includes issuance of 33,793,878 restricted shares of Class A common stock and 3,999,796 restricted shares of Class B common stock, subject to vesting. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Parenthetical) | 9 Months Ended |
Sep. 30, 2022 shares | |
Common Stock [Member] | |
Common stock, shares issued (in shares) | 349,772,538 |
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 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (42,647) | $ (42,346) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 16,205 | 15,947 |
Accretion income from marketable securities | (8,608) | |
Depreciation and amortization | 3,928 | 1,580 |
Gain from change in fair value of Sponsor Earn-Out liability | (5,412) | (16,400) |
Other | (511) | (371) |
Changes in operating assets and liabilities: | ||
Receivable from related party | (98) | 5,943 |
Inventories | (243) | |
Prepaid expenses and other assets | (3,336) | (3,401) |
Accounts payable | 625 | (761) |
Accrued expenses and other liabilities | (3,797) | 2,002 |
Net cash used in operating activities | (43,894) | (37,807) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (12,281) | (10,645) |
Purchase of marketable securities | (180,051) | |
Maturities of marketable securities | 180,000 | |
Net cash used in investing activities | (12,332) | (10,645) |
Cash Flows From Financing Activities | ||
Proceeds from Business Combination and PIPE Financing, net of issuance costs | 282,940 | |
Proceeds from stock option exercises | 157 | 260 |
Net cash provided by financing activities | 157 | 283,200 |
Effect of exchange rates on cash | (664) | (639) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (56,732) | 234,109 |
Cash, cash equivalents and restricted cash at beginning of period (Note 4) | 107,936 | 161,044 |
Cash, cash equivalents and restricted cash at end of period (Note 4) | 51,204 | 395,153 |
Supplemental Non-Cash Information: | ||
Accounts payable and accrued expenses related to purchases of property and equipment | 4,384 | 4,668 |
Lease liabilities arising from obtaining right-of-use assets | $ 1,751 | 1,565 |
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 | 6,174 | |
Liabilities acquired in the Business Combination | $ (387) |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business Organization SES AI Corporation and its consolidated subsidiaries (together the “Company” or “SES”), is engaged in the development of high-performance, Lithium-Metal (“Li-Metal”) rechargeable battery technologies for electric vehicles (“EVs”), Urban Air Mobility (“UAM”) 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 differentiated battery technology has been designed to combine the high energy density of Li-Metal with 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 September 30, 2023, and the Company has not derived revenue from its principal business activities. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and are unaudited The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. As a result of the Business Combination completed on February 3, 2022, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. The Company’s fiscal year ends on December 31. The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31 , 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023 (the “Annual Report”). Use of estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts 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 Restricted Shares, restricted stock awards, 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. Investments The Company has investments in marketable debt and marketable equity securities. Investments in marketable debt securities, which are comprised of U.S. treasury securities, are classified as available-for-sale and are recorded at fair value with any unrealized gains and losses included as a component of accumulated other comprehensive loss 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 debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, with such amortization and accretion reported within interest income, net in the consolidated statement of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while those 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. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with changes to fair value reported within other comprehensive (loss) income in the consolidated statements of operations and comprehensive loss. 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 September 30, 2023 Current assets Cash equivalents in money market funds (Note 4) $ 42,518 $ — $ — $ 42,518 U.S. treasury securities (1) 291,631 — — 291,631 Equity securities (2) 594 — — 594 Total current assets at fair value $ 334,743 $ — $ — $ 334,743 Non-current assets U.S. treasury securities (1) $ — $ — $ — $ — Restricted cash in money market funds 614 — — 614 Total non-current assets at fair value $ 614 $ — $ — $ 614 Total assets at fair value $ 335,357 $ — $ — $ 335,357 Liabilities Sponsor Earn-Out Liability (3) $ — $ — $ 5,549 $ 5,549 Total liabilities at fair value $ — $ — $ 5,549 $ 5,549 December 31, 2022 Current assets Cash equivalents in money market funds (Note 4) $ 46,308 $ — $ — $ 46,308 U.S. treasury securities (1) 283,460 — — 283,460 Total current assets at fair value $ 329,768 $ — $ — $ 329,768 Non-current assets Restricted cash in money market funds $ 614 $ — $ — $ 614 Total non-current assets at fair value $ 614 $ — $ — $ 614 Total assets at fair value $ 330,382 $ — $ — $ 330,382 Liabilities Sponsor Earn-Out Liability (3) $ — $ — $ 10,961 $ 10,961 Total liabilities at fair value $ — $ — $ 10,961 $ 10,961 (1) (2) (3) There were no transfers in or out of Level 3 measurements during the three and nine months ended September 30, 2023. Recently Adopted Accounting Pronouncements The Company has reviewed all accounting pronouncements issued during the three months ended September 30, 2023 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Partnerships
Partnerships | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 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 research and develop 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 research and develop an A-Sample Li-Metal battery cell. The JDA had a term of two years, which concluded on June 30, 2023. Under the terms of certain 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 reimburse such expenses to the Company, regardless of the results of the research and development activities. The following table summarizes credits to research and development recorded in accordance to the terms of the JDA agreements: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Research and development (related party) $ 2,511 $ 2,216 $ 6,818 $ 5,672 Research and development 414 1,045 7,580 3,443 Total credits to research and development $ 2,925 $ 3,261 $ 14,398 $ 9,116 Additionally, the Company recorded $0.5 million and $9.9 million as a credit to property and equipment in the condensed consolidated balance sheet for the three and nine months ended September 30, 2022, respectively, which represents reimbursements received from a related party for property and equipment constructed and owned by the Company. As of September 30, 2023 and December 31, 2022, $2.5 million and $2.4 million, respectively, were outstanding as a receivable from related party as disclosed in the condensed consolidated balance sheets. As of September 30, 2023, there was a non-related party receivable of $0.5 million outstanding compared to no amount outstanding at December 31, 2022. As of September 30, 2023, there was no deferred income for non-related party JDAs as compared to the $4.2 million recorded as deferred income at December 31, 2022. Amounts for non-related party receivables and deferred income are recorded within prepaid expenses and other current assets and accrued expenses and other current liabilities, respectively, in the consolidated balance sheets . |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Note 4. Cash and Cash Equivalents Cash, cash equivalents, and restricted cash consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Cash $ 7,420 $ 60,315 Money market funds 42,518 46,308 Total cash and cash equivalents 49,938 106,623 Restricted cash included in other assets 1,266 1,313 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 51,204 $ 107,936 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. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 5. Investments The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale marketable debt securities as of September 30, 2023, which have maturity dates that range from 1 month to 9 months. There were no realized gains or losses for the three and nine months ended September 30, 2023. September 30, 2023 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 291,888 $ — $ (257) $ 291,631 Total $ 291,888 $ — $ (257) $ 291,631 December 31, 2022 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 283,705 $ 2 $ (247) $ 283,460 Total $ 283,705 $ 2 $ (247) $ 283,460 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 6. Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Employee compensation and related costs $ 3,736 $ 3,115 Construction in process 1,674 229 Income taxes payable 1,075 1,422 Professional and consulting services 572 1,566 Deferred income received under joint development agreements — 4,189 Other 780 750 Accrued expenses and other current liabilities $ 7,837 $ 11,271 |
Government Grant
Government Grant | 9 Months Ended |
Sep. 30, 2023 | |
Government Assistance [Abstract] | |
Government Grant | Note 7. 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 certain 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. The Company has received, but not yet earned, 8.4 billion Korean won, which is equivalent to $6.2 million and $6.7 million, after translation, as of September 30, 2023 and December 31, 2022, respectively, which is disclosed as a noncurrent liability in the condensed consolidated balance sheet. |
Sponsor Earn-Out Liability
Sponsor Earn-Out Liability | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Sponsor Earn-Out Liability | Note 8. Sponsor Earn-Out Liability 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 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% were subject to transfer restrictions until the date that was 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 were 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. The Sponsor Earn-Out Shares in Tranches 2 through 5 represent the Sponsor Earn-Out Liability and are accounted for as a derivative liability because the earn-out triggering events that determine the number of Sponsor Earn-Out Shares to be earned back by the Sponsor include events that are not solely indexed to the shares of Class A common stock. The Sponsor Earn-Out Liability is measured at its estimated fair value using Level 3 inputs in a Monte Carlo simulation valuation model. The following table provides a reconciliation of the beginning and ending fair value balances for the Sponsor Earn-Out Liability, which is recorded in the condensed consolidated balance sheet: (in thousands) Balance as of December 31, 2022 $ 10,961 Change in fair value (5,412) Balance as of September 30, 2023 $ 5,549 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 at their respective measurement dates were as follows: September 30, 2023 December 31, 2022 Contractual term (in years) 3.3 4.1 Risk free rate 4.82% 4.09% Expected volatility 84.0% 85.0% Expected dividends 0% 0% Stock price $ 2.27 $ 3.15 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 SES’s and 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. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Commitments 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 partner 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 $8.7 million as of September 30, 2023. In December 2021, the Company amended the lease agreement on a facility in Woburn, Massachusetts. 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 September 30, 2023, the Company assessed the probability of any liability to be incurred for relinquishment charges as remote. 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation The Company’s stock-based compensation included in its condensed consolidated statements of operations and comprehensive income (loss), net of forfeitures, was as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Research and development $ (1,437) $ 2,417 $ 2,623 $ 4,678 General and administrative 3,855 4,797 13,582 11,269 Total stock-based compensation $ 2,418 $ 7,214 $ 16,205 $ 15,947 The following table summarizes share-based compensation expense by award type: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Restricted Stock Units ("RSUs") $ 2,393 $ 2,984 $ 7,077 $ 4,802 Earn-Out Restricted Shares (1,597) 2,195 2,704 5,760 Performance Stock Units ("PSUs") 739 1,345 3,471 2,420 Restricted Stock Awards ("RSAs") 782 578 2,638 2,624 Stock options 101 112 315 341 Total $ 2,418 $ 7,214 $ 16,205 $ 15,947 In April 2023, the Company granted 4,071,979 RSUs and 1,631,800 PSUs, which relates to the annual grant to our directors, executive officers and employees. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The Company’s effective tax rate for the three and nine months ended September 30, 2023 was (1.5)% and (1.4)%, respectively, compared with (0.5)% and (0.7)% for the three and nine months ended September 30, 2022. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 21% principally results from income taxes on earnings from its foreign tax jurisdictions offset by losses generated in the U.S. where no benefit was recorded because the Company had fully reserved its deferred tax assets as of September 30, 2023 and December 31, 2022 and the recording of uncertain tax positions and interest expense. As of September 30, 2023, there were $0.9 million in changes to the total amount of unrecognized tax benefits related to transfer pricing adjustments from prior year end. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 12. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Numerator: Net loss attributable to common stockholders - basic $ (13,473) $ (24,328) $ (42,647) $ (42,346) Denominator: Weighted average shares of common stock outstanding - basic and diluted 315,627,263 311,680,656 314,550,810 280,859,250 Net loss per share attributable to common stockholders - basic and diluted $ (0.04) $ (0.08) $ (0.14) $ (0.15) 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: As of September 30, 2023 2022 Escrowed Earn-Out Shares 27,690,978 27,690,978 Options to purchase common stock 16,032,057 18,724,863 Public Warrants 9,199,947 9,199,947 Sponsor Earn-Out Shares 5,520,000 5,520,000 Private Warrants 5,013,333 5,013,333 Unvested RSUs 6,350,199 2,755,058 Unvested PSUs 3,364,810 2,116,942 Earn-Out Restricted Shares 1,622,377 1,952,336 Unvested RSAs 753,038 1,505,944 Total 75,546,739 74,479,401 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 13. Related-Party Transactions As of September 30, 2023 and December 31, 2022, pursuant to the Director Nomination Agreement, General Motors Company and its affiliates (“GM”) were considered related parties due to their board representation and the board member’s employment position at GM, which remained in effect as long as GM continues to hold more than 5% of the fully diluted outstanding equity securities of SES as per the agreement. See “Note 3 – Partnerships” for more details about our partnership with GM. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and are unaudited The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. As a result of the Business Combination completed on February 3, 2022, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. The Company’s fiscal year ends on December 31. The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited financial statements do not include all of the annual disclosures required by U.S. GAAP; accordingly, they should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31 , 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023 (the “Annual Report”). |
Use of Estimates | Use of estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make use of estimates and assumptions that affect the reported amounts 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 Restricted Shares, restricted stock awards, 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. |
Investments | Investments The Company has investments in marketable debt and marketable equity securities. Investments in marketable debt securities, which are comprised of U.S. treasury securities, are classified as available-for-sale and are recorded at fair value with any unrealized gains and losses included as a component of accumulated other comprehensive loss 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 debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, with such amortization and accretion reported within interest income, net in the consolidated statement of operations and comprehensive loss. Investments in marketable debt securities with a stated maturity date of less than one year are classified as short-term investments, while those 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. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with changes to fair value reported within other comprehensive (loss) income in the consolidated statements of operations and comprehensive loss. |
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 September 30, 2023 Current assets Cash equivalents in money market funds (Note 4) $ 42,518 $ — $ — $ 42,518 U.S. treasury securities (1) 291,631 — — 291,631 Equity securities (2) 594 — — 594 Total current assets at fair value $ 334,743 $ — $ — $ 334,743 Non-current assets U.S. treasury securities (1) $ — $ — $ — $ — Restricted cash in money market funds 614 — — 614 Total non-current assets at fair value $ 614 $ — $ — $ 614 Total assets at fair value $ 335,357 $ — $ — $ 335,357 Liabilities Sponsor Earn-Out Liability (3) $ — $ — $ 5,549 $ 5,549 Total liabilities at fair value $ — $ — $ 5,549 $ 5,549 December 31, 2022 Current assets Cash equivalents in money market funds (Note 4) $ 46,308 $ — $ — $ 46,308 U.S. treasury securities (1) 283,460 — — 283,460 Total current assets at fair value $ 329,768 $ — $ — $ 329,768 Non-current assets Restricted cash in money market funds $ 614 $ — $ — $ 614 Total non-current assets at fair value $ 614 $ — $ — $ 614 Total assets at fair value $ 330,382 $ — $ — $ 330,382 Liabilities Sponsor Earn-Out Liability (3) $ — $ — $ 10,961 $ 10,961 Total liabilities at fair value $ — $ — $ 10,961 $ 10,961 (1) (2) (3) There were no transfers in or out of Level 3 measurements during the three and nine months ended September 30, 2023. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company has reviewed all accounting pronouncements issued during the three months ended September 30, 2023 and concluded they were either not applicable or not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 Current assets Cash equivalents in money market funds (Note 4) $ 42,518 $ — $ — $ 42,518 U.S. treasury securities (1) 291,631 — — 291,631 Equity securities (2) 594 — — 594 Total current assets at fair value $ 334,743 $ — $ — $ 334,743 Non-current assets U.S. treasury securities (1) $ — $ — $ — $ — Restricted cash in money market funds 614 — — 614 Total non-current assets at fair value $ 614 $ — $ — $ 614 Total assets at fair value $ 335,357 $ — $ — $ 335,357 Liabilities Sponsor Earn-Out Liability (3) $ — $ — $ 5,549 $ 5,549 Total liabilities at fair value $ — $ — $ 5,549 $ 5,549 December 31, 2022 Current assets Cash equivalents in money market funds (Note 4) $ 46,308 $ — $ — $ 46,308 U.S. treasury securities (1) 283,460 — — 283,460 Total current assets at fair value $ 329,768 $ — $ — $ 329,768 Non-current assets Restricted cash in money market funds $ 614 $ — $ — $ 614 Total non-current assets at fair value $ 614 $ — $ — $ 614 Total assets at fair value $ 330,382 $ — $ — $ 330,382 Liabilities Sponsor Earn-Out Liability (3) $ — $ — $ 10,961 $ 10,961 Total liabilities at fair value $ — $ — $ 10,961 $ 10,961 (1) (2) (3) |
Partnerships (Tables)
Partnerships (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Research and development (related party) $ 2,511 $ 2,216 $ 6,818 $ 5,672 Research and development 414 1,045 7,580 3,443 Total credits to research and development $ 2,925 $ 3,261 $ 14,398 $ 9,116 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents, and restricted cash | (in thousands) September 30, 2023 December 31, 2022 Cash $ 7,420 $ 60,315 Money market funds 42,518 46,308 Total cash and cash equivalents 49,938 106,623 Restricted cash included in other assets 1,266 1,313 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 51,204 $ 107,936 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of amortized costs, gross unrealized gains and losses, and fair values of investments | September 30, 2023 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 291,888 $ — $ (257) $ 291,631 Total $ 291,888 $ — $ (257) $ 291,631 December 31, 2022 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 283,705 $ 2 $ (247) $ 283,460 Total $ 283,705 $ 2 $ (247) $ 283,460 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | (in thousands) September 30, 2023 December 31, 2022 Employee compensation and related costs $ 3,736 $ 3,115 Construction in process 1,674 229 Income taxes payable 1,075 1,422 Professional and consulting services 572 1,566 Deferred income received under joint development agreements — 4,189 Other 780 750 Accrued expenses and other current liabilities $ 7,837 $ 11,271 |
Sponsor Earn-Out Liability (Tab
Sponsor Earn-Out Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the reconciliation of the Sponsor Earn-Out liability | (in thousands) Balance as of December 31, 2022 $ 10,961 Change in fair value (5,412) Balance as of September 30, 2023 $ 5,549 |
Schedule of key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability | September 30, 2023 December 31, 2022 Contractual term (in years) 3.3 4.1 Risk free rate 4.82% 4.09% Expected volatility 84.0% 85.0% Expected dividends 0% 0% Stock price $ 2.27 $ 3.15 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of compensation expense related to stock-based awards | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Research and development $ (1,437) $ 2,417 $ 2,623 $ 4,678 General and administrative 3,855 4,797 13,582 11,269 Total stock-based compensation $ 2,418 $ 7,214 $ 16,205 $ 15,947 |
Summary of share-based compensation expense by award type | Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Restricted Stock Units ("RSUs") $ 2,393 $ 2,984 $ 7,077 $ 4,802 Earn-Out Restricted Shares (1,597) 2,195 2,704 5,760 Performance Stock Units ("PSUs") 739 1,345 3,471 2,420 Restricted Stock Awards ("RSAs") 782 578 2,638 2,624 Stock options 101 112 315 341 Total $ 2,418 $ 7,214 $ 16,205 $ 15,947 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted net loss per share | Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Numerator: Net loss attributable to common stockholders - basic $ (13,473) $ (24,328) $ (42,647) $ (42,346) Denominator: Weighted average shares of common stock outstanding - basic and diluted 315,627,263 311,680,656 314,550,810 280,859,250 Net loss per share attributable to common stockholders - basic and diluted $ (0.04) $ (0.08) $ (0.14) $ (0.15) |
Schedule of potentially dilutive securities | As of September 30, 2023 2022 Escrowed Earn-Out Shares 27,690,978 27,690,978 Options to purchase common stock 16,032,057 18,724,863 Public Warrants 9,199,947 9,199,947 Sponsor Earn-Out Shares 5,520,000 5,520,000 Private Warrants 5,013,333 5,013,333 Unvested RSUs 6,350,199 2,755,058 Unvested PSUs 3,364,810 2,116,942 Earn-Out Restricted Shares 1,622,377 1,952,336 Unvested RSAs 753,038 1,505,944 Total 75,546,739 74,479,401 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies - Fair Value - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale, current | $ 292,225 | $ 283,460 |
Restricted cash and cash equivalents, noncurrent | $ 1,266 | $ 1,313 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative Liability, Statement of Financial Position | Sponsor Earn-Out Liability | Sponsor Earn-Out Liability |
Fair Value, Recurring [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 46,308 | |
Debt securities, available-for-sale, current | $ 291,631 | 283,460 |
Equity securities | 594 | |
Total current assets at fair value | 334,743 | 329,768 |
Total non-current assets at fair value | 614 | 614 |
Assets | 335,357 | 330,382 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Sponsor Earn-Out Liability | 5,549 | 10,961 |
Total liabilities at fair value | 5,549 | 10,961 |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 42,518 | |
Restricted cash and cash equivalents, noncurrent | 614 | 614 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 46,308 | |
Debt securities, available-for-sale, current | 291,631 | 283,460 |
Equity securities | 594 | |
Total current assets at fair value | 334,743 | 329,768 |
Total non-current assets at fair value | 614 | 614 |
Assets | 335,357 | 330,382 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 42,518 | |
Restricted cash and cash equivalents, noncurrent | 614 | 614 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Sponsor Earn-Out Liability | 5,549 | 10,961 |
Total liabilities at fair value | $ 5,549 | $ 10,961 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies - Fair Value - Transfers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
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 | $ 0 |
Partnerships - General Informat
Partnerships - General Information (Details) | 1 Months Ended | ||
Dec. 31, 2021 | Aug. 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Research and development (related party) | $ 2,511 | $ 2,216 | $ 6,818 | $ 5,672 |
Research and development | 414 | 1,045 | 7,580 | 3,443 |
Total credits to research and development | $ 2,925 | $ 3,261 | $ 14,398 | $ 9,116 |
Partnerships - Credits to Prope
Partnerships - Credits to Property and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Joint development agreements, research and development credit, related parties, reimbursements towards facility set-up costs | $ 0.5 | $ 9.9 |
Partnerships - Receivables (Det
Partnerships - Receivables (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other receivables | $ 2.5 | $ 2.4 |
Nonrelated Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other receivables | $ 0.5 | $ 0 |
Partnerships - Deferred Income
Partnerships - Deferred Income (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Joint development agreements, deferred income | $ 0 | $ 4.2 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 7,420 | $ 60,315 | ||
Money market funds | 42,518 | 46,308 | ||
Total cash and cash equivalents | 49,938 | 106,623 | ||
Restricted cash included in other assets | 1,266 | 1,313 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 51,204 | $ 107,936 | $ 395,153 | $ 161,044 |
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position | Other assets | Other assets |
Investments - General Informati
Investments - General Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Debt Securities, Available-for-Sale, Realized Gain (Loss) [Abstract] | ||
Debt securities, available-for-sale, realized gain (loss) | $ 0 | $ 0 |
Minimum [Member] | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale, term | 1 month | 1 month |
Maximum [Member] | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale, term | 9 months | 9 months |
Investments - Tabular Disclosur
Investments - Tabular Disclosure (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Debt securities, available-for-sale, current | $ 292,225 | $ 283,460 |
Amortized cost | 291,888 | 283,705 |
Gross unrealized gains | 2 | |
Gross unrealized losses | (257) | (247) |
Fair value | 291,631 | 283,460 |
US Treasury and Government [Member] | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Amortized cost, current | 291,888 | 283,705 |
Gross unrealized gains, current | 2 | |
Gross unrealized losses, current | (257) | (247) |
Debt securities, available-for-sale, current | $ 291,631 | $ 283,460 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation and related costs | $ 3,736 | $ 3,115 |
Construction in process | 1,674 | 229 |
Income taxes payable | 1,075 | 1,422 |
Professional and consulting services | 572 | 1,566 |
Deferred income received under joint development agreements | 4,189 | |
Other | 780 | 750 |
Accrued expenses and other current liabilities | $ 7,837 | $ 11,271 |
Government Grant (Details)
Government Grant (Details) $ in Millions, ₩ in Billions | 1 Months Ended | |||
Dec. 31, 2022 KRW (₩) | Sep. 30, 2023 KRW (₩) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Government Assistance [Abstract] | ||||
Government assistance, transaction duration | 5 years | |||
Government assistance, unearned government grant | ₩ 8.4 | ₩ 8.4 | $ 6.2 | $ 6.7 |
Sponsor Earn-Out Liability - Ge
Sponsor Earn-Out Liability - General Information (Details) | Feb. 02, 2022 $ / shares shares |
Derivative Instruments and Hedging Activities Disclosure [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 |
Sponsor Earn-Out Liability - Tr
Sponsor Earn-Out Liability - Transfer Restrictions and Forfeiture Terms (Details) | Feb. 02, 2022 D $ / shares |
Derivative Instruments and Hedging Activities Disclosure [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 |
Sponsor Earn-Out Liability - Re
Sponsor Earn-Out Liability - Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 10,961 |
Change in fair value | (5,412) |
Ending Balance | $ 5,549 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain (loss) on change in fair value of Sponsor Earn-Out Liability, net |
Sponsor Earn-Out Liability - Ke
Sponsor Earn-Out Liability - Key Inputs (Details) | Sep. 30, 2023 Y $ / shares | Dec. 31, 2022 $ / shares 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 | $ / shares | 2.27 | 3.15 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.840 | 0.850 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.0482 | 0.0409 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | Y | 3.3 | 4.1 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0 | 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
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 | $ 8.7 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 2,418 | $ 7,214 | $ 16,205 | $ 15,947 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | (1,437) | 2,417 | 2,623 | 4,678 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 3,855 | $ 4,797 | $ 13,582 | $ 11,269 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based Compensation Expense - Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,418 | $ 7,214 | $ 16,205 | $ 15,947 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 2,393 | 2,984 | 7,077 | 4,802 |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | (1,597) | 2,195 | 2,704 | 5,760 |
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 739 | 1,345 | 3,471 | 2,420 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 782 | 578 | 2,638 | 2,624 |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 101 | $ 112 | $ 315 | $ 341 |
Stock-Based Compensation - Gene
Stock-Based Compensation - General Information (Details) | 1 Months Ended |
Apr. 30, 2023 shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, granted (in shares) | 4,071,979 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, granted (in shares) | 1,631,800 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
Federal statutory income tax rate (as a percent) | 21% | 21% | 21% | 21% |
Effective tax rate (as a percent) | (1.50%) | (0.50%) | (1.40%) | (0.70%) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Unrecognized tax benefits, period increase (decrease), transfer pricing adjustments | $ 0.9 |
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 | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||||||
Net Income (Loss) | $ (13,473) | $ (12,948) | $ (16,226) | $ (24,328) | $ 9,015 | $ (27,033) | $ (42,647) | $ (42,346) |
Net loss attributable to common stockholders - basic | (13,473) | (24,328) | (42,647) | (42,346) | ||||
Net loss attributable to common stockholders - diluted | $ (13,473) | $ (24,328) | $ (42,647) | $ (42,346) | ||||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||||
Weighted-average shares of common stock outstanding, basic (in shares) | 315,627,263 | 311,680,656 | 314,550,810 | 280,859,250 | ||||
Weighted-average shares of common stock outstanding, diluted (in shares) | 315,627,263 | 311,680,656 | 314,550,810 | 280,859,250 | ||||
Earnings Per Share, Diluted [Abstract] | ||||||||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.15) | ||||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.04) | $ (0.08) | $ (0.14) | $ (0.15) |
Net Income (Loss) Per Share - P
Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 75,546,739 | 74,479,401 |
Earn-out Shares, Escrowed Earn-out Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 27,690,978 | 27,690,978 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,032,057 | 18,724,863 |
Common Stock Warrants, Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,199,947 | 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 | 5,520,000 |
Common Stock Warrants, Private Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,013,333 | 5,013,333 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,350,199 | 2,755,058 |
Performance Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,364,810 | 2,116,942 |
Earn-out Shares, Earn-out Restricted Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,622,377 | 1,952,336 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 753,038 | 1,505,944 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Director [Member] | General Motors [Member] | Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Fully diluted voting interest (as a percent) | 5% | 5% |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (13,473) | $ (12,948) | $ (16,226) | $ (24,328) | $ 9,015 | $ (27,033) | $ (42,647) | $ (42,346) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 shares | |
Hong Gan [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On September 5, 2023, Hong Gan, our Chief Science Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Gan’s plan is for the potential exercise sale of up to 450,000 vested stock options with an expiration date of March 14, 2029 and sale of the shares of Class A common stock underlying such stock options. The duration of the trading plan is through August 15, 2024, or earlier, upon the completion of all transactions subject to the trading plan. |
Name | Hong Gan |
Title | Chief Science Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 5, 2023 |
Aggregate Available | 450,000 |
Expiration Date | March 14, 2029 |
Jing Nealis [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On September 7, 2023, Jing Nealis, our Chief Financial Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Nealis’s plan is for the potential sale of up to 870,000 vested stock options with an expiration date of February 10, 2031 and sale of the shares of Class A common stock underlying such stock options. The duration of the trading plan is through August 15, 2024, or earlier, upon the completion of all transactions subject to the trading plan. |
Name | Jing Nealis |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 7, 2023 |
Aggregate Available | 870,000 |
Expiration Date | February 10, 2031 |
Rohit Makharia [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On September 11, 2023, Rohit Makharia, our President and Chief Strategy Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Makharia’s plan is for the potential exercise sale of up to 675,000 vested stock options with an expiration date of March 1, 2031 and sale of the shares of Class A common stock underlying such stock options. The duration of the trading plan is through August 15, 2024, or earlier, upon the completion of all transactions subject to the trading plan. |
Name | Rohit Makharia |
Title | President and Chief Strategy Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 11, 2023 |
Aggregate Available | 675,000 |
Expiration Date | March 1, 2031 |