Document and Entity Information
Document and Entity Information - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 25, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001819142 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
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 | 313,656,338 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,881,251 | |
Warrant | ||
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 $ in Thousands, ₩ in Billions | Jun. 30, 2024 USD ($) | Jun. 30, 2024 KRW (₩) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 KRW (₩) |
Current Assets | ||||
Cash and cash equivalents | $ 54,816 | $ 85,671 | ||
Short-term investments | 239,939 | 246,775 | ||
Receivable from related party | $ 590 | $ 3,911 | ||
Other receivable, after allowance for credit loss, current, related party, type extensible enumeration | Related Party | Related Party | Related Party | Related Party |
Inventories | $ 519 | $ 558 | ||
Prepaid expenses and other assets | 14,275 | 11,712 | ||
Total current assets | 310,139 | 348,627 | ||
Property and equipment, net | 41,236 | 37,959 | ||
Intangible assets, net | 1,281 | 1,345 | ||
Right-of-use assets, net | 11,123 | 13,099 | ||
Deferred tax assets | 1,057 | 1,057 | ||
Other assets, non-current | 3,535 | 4,723 | ||
Total assets | 368,371 | 406,810 | ||
Current Liabilities | ||||
Accounts payable | 2,363 | 4,830 | ||
Operating lease liabilities | 2,474 | 2,404 | ||
Accrued expenses and other liabilities | 9,121 | 13,121 | ||
Total current liabilities | 13,958 | 20,355 | ||
Sponsor Earn-Out liabilities | 1,880 | 4,166 | ||
Operating lease liabilities, non-current | 9,348 | 11,316 | ||
Unearned government grant | 9,023 | ₩ 12 | 9,270 | ₩ 12 |
Other liabilities, non-current | 2,589 | 2,753 | ||
Total liabilities | 36,798 | 47,860 | ||
Commitments and contingencies (Note 9) | ||||
Stockholders' Equity | ||||
Common stock: Class A shares, $0.0001 par value, 2,100,000,000 shares authorized; 312,025,684 and 310,266,922 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively; Class B shares, $0.0001 par value, 200,000,000 shares authorized; 43,881,251 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 35 | 35 | ||
Additional paid-in capital | 568,199 | 559,214 | ||
Accumulated deficit | (234,140) | (198,686) | ||
Accumulated other comprehensive loss | (2,521) | (1,613) | ||
Total stockholders' equity | 331,573 | 358,950 | ||
Total liabilities and stockholders' equity | $ 368,371 | $ 406,810 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
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) | 312,025,684 | 310,266,922 |
Common stock, shares outstanding (in shares) | 312,025,684 | 310,266,922 |
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 Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Research and development | $ 15,057 | $ 6,347 | $ 26,822 | $ 14,836 |
General and administrative | 9,570 | 12,924 | 19,076 | 26,047 |
Total operating expenses | 24,627 | 19,271 | 45,898 | 40,883 |
Loss from operations | (24,627) | (19,271) | (45,898) | (40,883) |
Other income (expense): | ||||
Interest income | 3,995 | 4,129 | 8,157 | 8,269 |
Gain on change in fair value of Sponsor Earn-Out liabilities | 1,411 | 2,926 | 2,286 | 3,495 |
Miscellaneous (expense) income, net | (580) | (405) | 294 | 415 |
Total other income, net | 4,826 | 6,650 | 10,737 | 12,179 |
Loss before income taxes | (19,801) | (12,621) | (35,161) | (28,704) |
Provision for income taxes | (96) | (327) | (293) | (470) |
Net loss | (19,897) | (12,948) | (35,454) | (29,174) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation adjustment | (93) | (1,492) | (550) | (1,420) |
Unrealized loss on short-term investments | (59) | (721) | (358) | (254) |
Total other comprehensive loss, net of tax | (152) | (2,213) | (908) | (1,674) |
Total comprehensive loss | $ (20,049) | $ (15,161) | $ (36,362) | $ (30,848) |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.06) | $ (0.04) | $ (0.11) | $ (0.09) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.06) | $ (0.04) | $ (0.11) | $ (0.09) |
Weighted-average shares outstanding, basic (in shares) | 320,833,854 | 314,578,498 | 319,812,287 | 314,003,663 |
Weighted-average shares outstanding, diluted (in shares) | 320,833,854 | 314,578,498 | 319,812,287 | 314,003,663 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
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] | |||||
Issuance of common stock upon exercise of stock options | 13 | 13 | |||
Issuance of common stock upon exercise of stock options (in shares) | 94,319 | ||||
Restricted stock units vested (in shares) | 4,727 | ||||
Forfeitures of Earn-Out Restricted Shares | (1,904) | ||||
Stock-based compensation | 6,462 | 6,462 | |||
Net loss | (16,226) | (16,226) | |||
Unrealized loss on short-term 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 loss | (29,174) | ||||
Unrealized loss on short-term investments | (254) | ||||
Foreign currency translation adjustments | (1,420) | ||||
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 | ||||
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] | |||||
Issuance of common stock upon exercise of stock options | 64 | 64 | |||
Issuance of common stock upon exercise of stock options (in shares) | 477,443 | ||||
Restricted stock units vested (in shares) | 924,179 | ||||
Forfeitures of Earn-Out Restricted Shares | (237) | ||||
Forfeitures of Restricted Stock Awards (in shares) | (1,431) | ||||
Stock-based compensation | 7,325 | 7,325 | |||
Net loss | (12,948) | (12,948) | |||
Unrealized loss on short-term 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 | ||||
Beginning balance at Dec. 31, 2023 | $ 35 | 559,214 | (198,686) | (1,613) | 358,950 |
Beginning balance (in shares) at Dec. 31, 2023 | 354,148,173 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options | 18 | 18 | |||
Issuance of common stock upon exercise of stock options (in shares) | 197,127 | ||||
Restricted stock units vested (in shares) | 18,869 | ||||
Forfeitures of Earn-Out Restricted Shares | (711,298) | ||||
Forfeitures of Restricted Stock Awards | (50) | (50) | |||
Forfeitures of Restricted Stock Awards (in shares) | (35,253) | ||||
Stock-based compensation | 4,784 | 4,784 | |||
Net loss | (15,557) | (15,557) | |||
Unrealized loss on short-term investments | (299) | (299) | |||
Foreign currency translation adjustments | (457) | (457) | |||
Ending balance at Mar. 31, 2024 | $ 35 | 563,966 | (214,243) | (2,369) | 347,389 |
Ending balance (in shares) at Mar. 31, 2024 | 353,617,618 | ||||
Beginning balance at Dec. 31, 2023 | $ 35 | 559,214 | (198,686) | (1,613) | 358,950 |
Beginning balance (in shares) at Dec. 31, 2023 | 354,148,173 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (35,454) | ||||
Unrealized loss on short-term investments | (358) | ||||
Foreign currency translation adjustments | (550) | ||||
Ending balance at Jun. 30, 2024 | $ 35 | 568,199 | (234,140) | (2,521) | 331,573 |
Ending balance (in shares) at Jun. 30, 2024 | 355,906,935 | ||||
Beginning balance at Mar. 31, 2024 | $ 35 | 563,966 | (214,243) | (2,369) | 347,389 |
Beginning balance (in shares) at Mar. 31, 2024 | 353,617,618 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options | 110 | 110 | |||
Issuance of common stock upon exercise of stock options (in shares) | 746,517 | ||||
Restricted stock units vested | (635) | (635) | |||
Restricted stock units vested (in shares) | 1,653,403 | ||||
Forfeitures of Earn-Out Restricted Shares | (77,529) | ||||
Forfeitures of Restricted Stock Awards | (44) | (44) | |||
Forfeitures of Restricted Stock Awards (in shares) | (33,074) | ||||
Stock-based compensation | 4,802 | 4,802 | |||
Net loss | (19,897) | (19,897) | |||
Unrealized loss on short-term investments | (59) | (59) | |||
Foreign currency translation adjustments | (93) | (93) | |||
Ending balance at Jun. 30, 2024 | $ 35 | $ 568,199 | $ (234,140) | $ (2,521) | $ 331,573 |
Ending balance (in shares) at Jun. 30, 2024 | 355,906,935 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (35,454) | $ (29,174) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain from change in fair value of Sponsor Earn-Out liabilities | (2,286) | (3,495) |
Stock-based compensation | 9,586 | 13,787 |
Depreciation and amortization | 3,666 | 2,317 |
Accretion income from available-for-sale short-term investments | (3,889) | (5,851) |
Other | (1,478) | (346) |
Changes in operating assets and liabilities: | ||
Receivable from related party | 3,321 | (47) |
Inventories | 22 | 63 |
Prepaid expenses and other assets | (2,548) | (6,602) |
Right-of-use assets | 1,802 | (812) |
Accounts payable | (274) | 2,332 |
Accrued expenses and other liabilities | (1,824) | (3,815) |
Operating lease liabilities | (1,715) | 778 |
Net cash used in operating activities | (31,071) | (30,865) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (10,454) | (7,787) |
Purchase of short-term investments | (133,999) | (136,011) |
Proceeds from the maturities of short-term investments | 145,000 | 120,000 |
Net cash provided by (used in) investing activities | 547 | (23,798) |
Cash Flows From Financing Activities | ||
Proceeds from stock option exercises | 128 | 77 |
Net cash provided by financing activities | 128 | 77 |
Effect of exchange rates on cash | (501) | (595) |
Net decrease in cash, cash equivalents and restricted cash | (30,897) | (55,181) |
Cash, cash equivalents and restricted cash at beginning of period (Note 4) | 86,966 | 107,936 |
Cash, cash equivalents and restricted cash at end of period (Note 4) | 56,069 | 52,755 |
Supplemental Cash and Non-Cash Information: | ||
Income taxes paid | 203 | 158 |
Accounts payable and accrued expenses related to purchases of property and equipment | $ 2,081 | 3,877 |
Operating lease liabilities arising from obtaining right-of-use assets | $ 1,754 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 power a new era of electric transportation on land and in air with Li-Metal batteries. 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 is 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 June 30, 2024, 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 unaudited interim 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 The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. The Company’s fiscal year ends on December 31. The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 (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 Company’s (as defined below in Note 8), the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, restricted stock awards, stock options, and performance stock units, (ii) deferred tax assets and uncertain income tax positions, and (iii) 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 short-term marketable debt and marketable equity securities. Investments in marketable debt securities consist of U.S. treasury securities, are classified as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. 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 unaudited interim condensed 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 in the unaudited interim condensed 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 unaudited interim condensed consolidated balance sheet, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year from the reporting period end, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses reported within miscellaneous income, net in the unaudited interim condensed consolidated statements of operations and comprehensive loss. Inventories Inventories consist of raw materials and are stated at the lower of average cost or net realizable value. 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 June 30, 2024 Current Assets Cash equivalents in money market funds (Note 4) $ 48,606 $ — $ — $ 48,606 U.S. treasury securities 238,658 — — 238,658 Equity securities (1) 1,281 — — 1,281 Total current assets at fair value $ 288,545 $ — $ — $ 288,545 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 $ 289,159 $ — $ — $ 289,159 Liabilities Sponsor Earn-Out liabilities $ — $ — $ 1,880 $ 1,880 Total liabilities at fair value $ — $ — $ 1,880 $ 1,880 December 31, 2023 Current Assets Cash equivalents in money market funds (Note 4) $ 74,997 $ — $ — $ 74,997 U.S. treasury securities 246,127 — — 246,127 Equity securities (1) 648 — — 648 Total current assets at fair value $ 321,772 $ — $ — $ 321,772 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 $ 322,386 $ — $ — $ 322,386 Liabilities Sponsor Earn-Out liabilities $ — $ — $ 4,166 $ 4,166 Total liabilities at fair value $ — $ — $ 4,166 $ 4,166 (1) There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2024 and 2023. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-7, Improvements to Reportable Segment Disclosures , which requires In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in inclusion of additional required disclosures in our consolidated financial statements. Climate-Related Disclosures In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of a registrant’s greenhouse gas emissions and certain climate-related financial metrics in their audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. We are currently evaluating the impact these rules will have when adopted and anticipate that these rules will likely result in the required additional disclosures being included in our consolidated financial statements. The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2024 and concluded that they were either not applicable or not expected to have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Partnerships
Partnerships | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Partnerships | Note 3. 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, which concluded in November 2023. Further, in May 2021, the Company executed another JDA with Hyundai to jointly develop the A-Sample Li-Metal batteries effective August 31, 2021. In March 2024, the Company extended this JDA until December 2025 to develop the B-sample Li-Metal batteries. 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 the A-Sample Li-Metal batteries and build-out a prototype manufacturing line for GM Technology. The JDA has an initial term of three years, which can be extended based on mutual agreement. In December 2021, the Company established a partnership with Honda Motor Company, Ltd. (“Honda”) when it entered into a JDA to jointly R&D the A-Sample Li-Metal batteries, which concluded in June 2023. In November 2023, the Company entered into a B-Sample JDA with one of our OEM partners for delivery of the B-Sample batteries. The JDA has a term of two Under the terms of certain JDAs, the Company will fund research and development activities and capital expenditures related to 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 research and development activities. The following table summarizes the expenses incurred by the Company that were recorded as a credit to research and development expense in the unaudited interim condensed consolidated statements of operations and comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Research and development (related party) $ — $ 2,537 $ 1,217 $ 4,307 Research and development (non-related party) 577 5,750 2,885 7,166 Total reimbursements to research and development $ 577 $ 8,287 $ 4,102 $ 11,473 As of June 30, 2024 and December 31, 2023, $0.5 million and $5.1 million, respectively, were recorded as receivables from non-related party JDAs. Amounts for non-related party receivables are recorded within prepaid expenses and other current assets and deferred income is recorded within accrued expenses and other current liabilities in the unaudited interim condensed consolidated balance sheets . |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2024 | |
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) June 30, 2024 December 31, 2023 Cash $ 6,210 $ 10,674 Money market funds 48,606 74,997 Total cash and cash equivalents 54,816 85,671 Restricted cash included in other assets 1,253 1,295 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 56,069 $ 86,966 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. |
Short-Term Investments
Short-Term Investments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Note 5. Short-Term Investments The following table provides amortized costs, gross unrealized gains and losses, and fair values for the Company’s investments in available-for-sale U.S. treasury securities as of June 30, 2024 and December 31, 2023, which have maturity dates that range from 1 month to 10 months and 1 month to 10 months, respectively. Fair value was determined using market prices obtained from third-party sources. Realized gains or losses were insignificant for the three and six months ended June 30, 2024 and 2023. June 30, 2024 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 238,685 $ 14 $ (41) $ 238,658 Total $ 238,685 $ 14 $ (41) $ 238,658 December 31, 2023 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 245,797 $ 337 $ (7) $ 246,127 Total $ 245,797 $ 337 $ (7) $ 246,127 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
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) June 30, 2024 December 31, 2023 Employee compensation and related costs $ 4,996 $ 7,022 Construction in process 1,458 3,182 Professional and consulting services 529 1,273 Income taxes payable 347 288 Other 1,791 1,356 Accrued expenses and other current liabilities $ 9,121 $ 13,121 |
Government Grant
Government Grant | 6 Months Ended |
Jun. 30, 2024 | |
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 to the following conditions attached to the incentives, which include purchase of a government grant guarantee insurance policy, 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 , with the option to extend to 10 years by remaining in a certain geographical location. If subsequently it was determined that we were in non-compliance with the Grant conditions, we could be required to pay the Grant in its entirety with interest. The Company has yet to fulfill the required minimum investment, and the compliance with this condition will continue to be monitored over the remaining grant period. As of June 30, 2024 and December 31, 2023, t |
Sponsor Earn-Out Liabilities
Sponsor Earn-Out Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Sponsor Earn-Out Liabilities | Note 8. Sponsor Earn-Out Liabilities In connection with the closing of the Business Combination (the “Closing”) on February 3, 2022 (the “Closing Date”), Ivanhoe Capital Acquisition Corp. (“Ivanhoe”), a Cayman Islands exempted company, migrated out of the Cayman Islands and domesticated as a Delaware corporation (the “Domestication”) changed its name to “SES AI Corporation”, 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 SES Holdings Pte. Ltd., a Singapore private company limited by shares (“Old SES”), with Old SES surviving the Business Combination as a wholly-owned subsidiary of SES. On February 2, 2022, in connection with the Domestication, 6,900,000 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 upon a change in control. 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 liabilities 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 liabilities are measured at 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 balances for the Sponsor Earn-Out liabilities: (in thousands) Balance as of December 31, 2023 $ 4,166 Change in fair value (2,286) Balance as of June 30, 2024 $ 1,880 Balance as of December 31, 2022 $ 10,961 Change in fair value (3,495) Balance as of June 30, 2023 $ 7,466 Inherent in the valuation model are assumptions related to expected stock price volatility, risk-free interest rate, expected term, and dividend yield. The key inputs used in the Monte Carlo simulation model at their respective measurement dates were as follows: June 30, 2024 December 31, 2023 Expected term (in years) 3.1 3.1 Risk free rate 4.41% 4.04% Expected volatility 85.0% 91.0% Expected dividends 0% 0% Stock price $ 1.25 $ 1.83 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 a weighted average of historical volatilities of SES’s shares and warrants and select peer companies’ common stock that matches the expected term of the awards (range of the weighted average of volatility was 76.3% - 88.3% and 83.8% - 96.2% as of June 30, 2024 and December 31, 2023, respectively). The expected term is derived from a probability weighted model, considering a number of inputs, including the probability of a change in control. The risk-free interest rate is based on the yield curve for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Commitments Under the terms of one of the JDAs entered into in 2021 and amended in March 2024, the Company is committed to undertake certain research and development activities for the benefit of both itself and its OEM Partner which involve expenditures related to engineering efforts and purchases of related equipment. The Company has a remaining commitment to spend up to $27.5 million under this JDA as of June 30, 2024. In December 2021, the Company amended the lease agreement for an office space in Woburn, Massachusetts. The amendment includes an obligation for the Company 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 the monthly rental amount and the lessor has provided a notice to collect the relinquishment charges from the Company. As of June 30, 2024, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation The Company’s stock-based compensation included in its unaudited interim condensed consolidated statements of operations and comprehensive income (loss), net of forfeitures, was as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Research and development $ 1,616 $ 2,213 $ 3,067 $ 4,060 General and administrative 3,186 5,112 6,519 9,727 Total stock-based compensation $ 4,802 $ 7,325 $ 9,586 $ 13,787 The following table summarizes stock-based compensation expense by award type, : Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Earn-Out Restricted Shares $ — $ 2,166 $ — $ 4,301 Restricted Stock Units ("RSUs") 3,604 2,723 6,689 4,684 Performance Stock Units ("PSUs") 700 1,406 1,632 2,732 Restricted Stock Awards ("RSAs") 487 926 978 1,856 Stock options 11 104 287 214 Total $ 4,802 $ 7,325 $ 9,586 $ 13,787 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The Company’s effective tax rate for the three and six months ended June 30, 2024 was (0.4)% and (0.8)%, respectively, compared with (2.0)% and (1.4)% for the three and six months ended June 30, 2023. 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 June 30, 2024 and December 31, 2023 and the recording of uncertain tax positions and interest expense. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 12. Net 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 loss per share were as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2024 2023 2024 2023 Numerator: Net loss attributable to common stockholders - basic $ (19,897) $ (12,948) $ (35,454) $ (29,174) Denominator: Weighted average shares of common stock outstanding - basic and diluted 320,833,854 314,578,498 319,812,287 314,003,663 Net loss per share attributable to common stockholders - basic and diluted $ (0.06) $ (0.04) $ (0.11) $ (0.09) 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 June 30, 2024 2023 Escrowed earn-out shares 27,690,978 27,690,978 Options to purchase common stock 11,634,356 17,717,487 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 14,687,464 6,205,703 Unvested PSUs 6,159,793 3,748,742 Earn-out Restricted Shares 831,171 1,928,903 Unvested RSAs 454,561 909,142 Total 81,191,603 77,934,235 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 13. Related-Party Transactions As of June 30, 2024 and December 31, 2023, General Motors Company and its affiliates (“GM”) were considered a related party due to their board representation and the board member’s employment position at GM, as well as GM holding more than 5% of the fully diluted outstanding equity securities of SES. See “Note 3 – Partnerships” for more details about our partnership with GM. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (19,897) | $ (15,557) | $ (12,948) | $ (16,226) | $ (35,454) | $ (29,174) |
Insider Trading Arrangements
Insider Trading Arrangements - Jing Nealis [Member] | 3 Months Ended |
Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Arrangements On May 30, 2024, 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 shares of Class A common stock underlying vested stock options with an expiration date of February 10, 2031. The duration of the trading plan is through August 25, 2025, 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 | May 30, 2024 |
Expiration Date | February 10, 2031 |
Aggregate Available | 870,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim 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 The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the full year or any other future interim or annual periods. The Company’s fiscal year ends on December 31. The year-end balance sheet data was derived from audited consolidated financial statements. These unaudited interim condensed consolidated 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024 (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 Company’s (as defined below in Note 8), the Sponsor Earn-Out Shares, the Earn-Out Restricted Shares, restricted stock awards, stock options, and performance stock units, (ii) deferred tax assets and uncertain income tax positions, and (iii) 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 short-term marketable debt and marketable equity securities. Investments in marketable debt securities consist of U.S. treasury securities, are classified as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. 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 unaudited interim condensed 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 in the unaudited interim condensed 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 unaudited interim condensed consolidated balance sheet, respectively. Investments in marketable equity securities are classified as short-term investments when the Company’s intention is to sell within a year from the reporting period end, otherwise they will be classified as long-term investments. Investments in marketable equity securities with a readily determinable fair value, not accounted for under the equity method, are recorded at fair value with unrealized gains and losses reported within miscellaneous income, net in the unaudited interim condensed consolidated statements 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. |
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 June 30, 2024 Current Assets Cash equivalents in money market funds (Note 4) $ 48,606 $ — $ — $ 48,606 U.S. treasury securities 238,658 — — 238,658 Equity securities (1) 1,281 — — 1,281 Total current assets at fair value $ 288,545 $ — $ — $ 288,545 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 $ 289,159 $ — $ — $ 289,159 Liabilities Sponsor Earn-Out liabilities $ — $ — $ 1,880 $ 1,880 Total liabilities at fair value $ — $ — $ 1,880 $ 1,880 December 31, 2023 Current Assets Cash equivalents in money market funds (Note 4) $ 74,997 $ — $ — $ 74,997 U.S. treasury securities 246,127 — — 246,127 Equity securities (1) 648 — — 648 Total current assets at fair value $ 321,772 $ — $ — $ 321,772 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 $ 322,386 $ — $ — $ 322,386 Liabilities Sponsor Earn-Out liabilities $ — $ — $ 4,166 $ 4,166 Total liabilities at fair value $ — $ — $ 4,166 $ 4,166 (1) There were no transfers in or out of Level 3 measurements during the three and six months ended June 30, 2024 and 2023. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-7, Improvements to Reportable Segment Disclosures , which requires In December 2023, the FASB issued ASU 2023-9, Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently evaluating the impact this ASU will have when adopted and anticipate this ASU will likely result in inclusion of additional required disclosures in our consolidated financial statements. Climate-Related Disclosures In March 2024, the SEC adopted final rules that would require registrants to provide certain climate-related information in their registration statements and annual reports. The new rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. The rules also require disclosure of a registrant’s greenhouse gas emissions and certain climate-related financial metrics in their audited financial statements. In April 2024, the SEC voluntarily stayed the rules pending completion of a judicial review that is currently pending in the U.S. Court of Appeals for the Eighth Circuit. We are currently evaluating the impact these rules will have when adopted and anticipate that these rules will likely result in the required additional disclosures being included in our consolidated financial statements. The Company has reviewed all accounting pronouncements issued during the three months ended June 30, 2024 and concluded that they were either not applicable or not expected to have a material impact on the Company’s unaudited interim condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 Current Assets Cash equivalents in money market funds (Note 4) $ 48,606 $ — $ — $ 48,606 U.S. treasury securities 238,658 — — 238,658 Equity securities (1) 1,281 — — 1,281 Total current assets at fair value $ 288,545 $ — $ — $ 288,545 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 $ 289,159 $ — $ — $ 289,159 Liabilities Sponsor Earn-Out liabilities $ — $ — $ 1,880 $ 1,880 Total liabilities at fair value $ — $ — $ 1,880 $ 1,880 December 31, 2023 Current Assets Cash equivalents in money market funds (Note 4) $ 74,997 $ — $ — $ 74,997 U.S. treasury securities 246,127 — — 246,127 Equity securities (1) 648 — — 648 Total current assets at fair value $ 321,772 $ — $ — $ 321,772 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 $ 322,386 $ — $ — $ 322,386 Liabilities Sponsor Earn-Out liabilities $ — $ — $ 4,166 $ 4,166 Total liabilities at fair value $ — $ — $ 4,166 $ 4,166 (1) |
Partnerships (Tables)
Partnerships (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Research and development (related party) $ — $ 2,537 $ 1,217 $ 4,307 Research and development (non-related party) 577 5,750 2,885 7,166 Total reimbursements to research and development $ 577 $ 8,287 $ 4,102 $ 11,473 |
Cash and Cash Equivalents (Tabl
Cash and Cash Equivalents (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents, and restricted cash | (in thousands) June 30, 2024 December 31, 2023 Cash $ 6,210 $ 10,674 Money market funds 48,606 74,997 Total cash and cash equivalents 54,816 85,671 Restricted cash included in other assets 1,253 1,295 Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows $ 56,069 $ 86,966 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of amortized costs, gross unrealized gains and losses, and fair values of investments | June 30, 2024 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 238,685 $ 14 $ (41) $ 238,658 Total $ 238,685 $ 14 $ (41) $ 238,658 December 31, 2023 Gross Gross (in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term U.S. treasury securities $ 245,797 $ 337 $ (7) $ 246,127 Total $ 245,797 $ 337 $ (7) $ 246,127 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | (in thousands) June 30, 2024 December 31, 2023 Employee compensation and related costs $ 4,996 $ 7,022 Construction in process 1,458 3,182 Professional and consulting services 529 1,273 Income taxes payable 347 288 Other 1,791 1,356 Accrued expenses and other current liabilities $ 9,121 $ 13,121 |
Sponsor Earn-Out Liabilities (T
Sponsor Earn-Out Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the reconciliation of the Sponsor Earn-Out liability | (in thousands) Balance as of December 31, 2023 $ 4,166 Change in fair value (2,286) Balance as of June 30, 2024 $ 1,880 Balance as of December 31, 2022 $ 10,961 Change in fair value (3,495) Balance as of June 30, 2023 $ 7,466 |
Schedule of key inputs into the Monte Carlo simulation model for the Sponsor Earn-Out liability | June 30, 2024 December 31, 2023 Expected term (in years) 3.1 3.1 Risk free rate 4.41% 4.04% Expected volatility 85.0% 91.0% Expected dividends 0% 0% Stock price $ 1.25 $ 1.83 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of compensation expense related to stock-based awards | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Research and development $ 1,616 $ 2,213 $ 3,067 $ 4,060 General and administrative 3,186 5,112 6,519 9,727 Total stock-based compensation $ 4,802 $ 7,325 $ 9,586 $ 13,787 |
Summary of share-based compensation expense by award type | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Earn-Out Restricted Shares $ — $ 2,166 $ — $ 4,301 Restricted Stock Units ("RSUs") 3,604 2,723 6,689 4,684 Performance Stock Units ("PSUs") 700 1,406 1,632 2,732 Restricted Stock Awards ("RSAs") 487 926 978 1,856 Stock options 11 104 287 214 Total $ 4,802 $ 7,325 $ 9,586 $ 13,787 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted net income per share | Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2024 2023 2024 2023 Numerator: Net loss attributable to common stockholders - basic $ (19,897) $ (12,948) $ (35,454) $ (29,174) Denominator: Weighted average shares of common stock outstanding - basic and diluted 320,833,854 314,578,498 319,812,287 314,003,663 Net loss per share attributable to common stockholders - basic and diluted $ (0.06) $ (0.04) $ (0.11) $ (0.09) |
Schedule of potentially anti-dilutive securities | As of June 30, 2024 2023 Escrowed earn-out shares 27,690,978 27,690,978 Options to purchase common stock 11,634,356 17,717,487 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 14,687,464 6,205,703 Unvested PSUs 6,159,793 3,748,742 Earn-out Restricted Shares 831,171 1,928,903 Unvested RSAs 454,561 909,142 Total 81,191,603 77,934,235 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Assets, Fair Value Disclosure [Abstract] | ||
Debt securities, available-for-sale, current | $ 239,939 | $ 246,775 |
Restricted cash and cash equivalents, noncurrent | $ 1,253 | $ 1,295 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Derivative Liability, Statement of Financial Position | Sponsor Earn-Out liabilities | Sponsor Earn-Out liabilities |
Fair Value, Recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | $ 74,997 | |
Debt securities, available-for-sale, current | $ 238,658 | 246,127 |
Equity securities | 1,281 | 648 |
Total current assets at fair value | 288,545 | 321,772 |
Total non-current assets at fair value | 614 | 614 |
Assets | 289,159 | 322,386 |
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Sponsor Earn-Out liabilities | 1,880 | 4,166 |
Total liabilities at fair value | 1,880 | 4,166 |
Fair Value, Recurring | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 48,606 | |
Restricted cash and cash equivalents, noncurrent | 614 | 614 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 74,997 | |
Debt securities, available-for-sale, current | 238,658 | 246,127 |
Equity securities | 1,281 | 648 |
Total current assets at fair value | 288,545 | 321,772 |
Total non-current assets at fair value | 614 | 614 |
Assets | 289,159 | 322,386 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents | 48,606 | |
Restricted cash and cash equivalents, noncurrent | 614 | 614 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Financial Liabilities Fair Value Disclosure [Abstract] | ||
Sponsor Earn-Out liabilities | 1,880 | 4,166 |
Total liabilities at fair value | $ 1,880 | $ 4,166 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies - Fair Value - Transfers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 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 | $ 0 | $ 0 |
Partnerships - General Informat
Partnerships - General Information (Details) - USD ($) $ in Millions | 1 Months Ended | |||
Nov. 30, 2023 | Feb. 28, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | |
Original Equipment Manufacturing Partners | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Joint development agreements, period | 2 years 6 months | |||
Director | GM Global Technology Operations LLC, Affiliate of General Motors Ventures LLC and General Motors Holdings LLC | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Joint development agreements, period | 3 years | |||
Nonrelated Party | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Other receivables | $ 0.5 | $ 5.1 |
Partnerships - Credits to Resea
Partnerships - Credits to Research and Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Research and development (related party) | $ 2,537 | $ 1,217 | $ 4,307 | |
Research and development (non-related party) | $ 577 | 5,750 | 2,885 | 7,166 |
Total credits to research and development | $ 577 | $ 8,287 | $ 4,102 | $ 11,473 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 6,210 | $ 10,674 | ||
Money market funds | 48,606 | 74,997 | ||
Total cash and cash equivalents | 54,816 | 85,671 | ||
Restricted cash included in other assets | $ 1,253 | $ 1,295 | ||
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position | Other assets, non-current | Other assets, non-current | ||
Total cash, cash equivalents, and restricted cash shown in the unaudited condensed consolidated statements of cash flows | $ 56,069 | $ 86,966 | $ 52,755 | $ 107,936 |
Short-Term Investments - Genera
Short-Term Investments - General Information (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Minimum | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale, term | 1 month | 1 month |
Maximum | ||
Debt Securities, Available-for-Sale [Abstract] | ||
Debt securities, available-for-sale, term | 10 months | 10 months |
Short-Term Investments - Tabula
Short-Term Investments - Tabular Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Debt securities, available-for-sale, current | $ 239,939 | $ 246,775 |
Amortized cost | 238,685 | 245,797 |
Gross unrealized gains | 14 | 337 |
Gross unrealized losses | (41) | (7) |
Fair value | 238,658 | 246,127 |
US Treasury and Government | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Amortized cost, current | 238,685 | 245,797 |
Gross unrealized gains, current | 14 | 337 |
Gross unrealized losses, current | (41) | (7) |
Debt securities, available-for-sale, current | $ 238,658 | $ 246,127 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Employee compensation and related costs | $ 4,996 | $ 7,022 |
Construction in process | 1,458 | 3,182 |
Professional and consulting services | 529 | 1,273 |
Income taxes payable | 347 | 288 |
Other | 1,791 | 1,356 |
Accrued expenses and other current liabilities | $ 9,121 | $ 13,121 |
Government Grant (Details)
Government Grant (Details) $ in Thousands, ₩ in Billions | 1 Months Ended | ||||
Dec. 31, 2020 | Jun. 30, 2024 USD ($) | Jun. 30, 2024 KRW (₩) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 KRW (₩) | |
Government Assistance [Abstract] | |||||
Government assistance, transaction duration | 5 years | ||||
Unearned government grant | $ 9,023 | ₩ 12 | $ 9,270 | ₩ 12 |
Sponsor Earn-Out Liabilities -
Sponsor Earn-Out Liabilities - General Information (Details) | Feb. 02, 2022 $ / shares shares |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Sponsor Earn-Out Shares, shares issued (in shares) | shares | 6,900,000 |
Common Class A | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Sponsor Earn-Out Shares, par value (in dollars per shares) | $ 0.0001 |
Common Class B | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Sponsor Earn-Out Shares, par value (in dollars per shares) | $ 0.0001 |
Sponsor Earn-Out Liabilities _2
Sponsor Earn-Out Liabilities - Transfer Restrictions and Forfeiture Terms (Details) $ / shares in Units, $ in Thousands | Feb. 02, 2022 D $ / shares | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
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 | ||
Fair Value, Recurring | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Sponsor Earn-Out liabilities | $ | $ 1,880 | $ 4,166 | |
Fair Value, Inputs, Level 3 | Fair Value, Recurring | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Sponsor Earn-Out liabilities | $ | $ 1,880 | $ 4,166 |
Sponsor Earn-Out Liabilities _3
Sponsor Earn-Out Liabilities - Reconciliation (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 4,166 | $ 10,961 |
Change in fair value | (2,286) | (3,495) |
Ending Balance | $ 1,880 | $ 7,466 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income | Gain on change in fair value of Sponsor Earn-Out liabilities | Gain on change in fair value of Sponsor Earn-Out liabilities |
Sponsor Earn-Out Liabilities _4
Sponsor Earn-Out Liabilities - Key Inputs (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 $ / shares Y | Dec. 31, 2023 $ / shares Y | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Valuation Technique | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember |
Sponsor earn-out liability, price volatility, weighted-average, low end of range (as a percent) | 76.30% | 83.80% |
Sponsor earn-out liability, price volatility, weighted-average, high end of range (as a percent) | 88.30% | 96.20% |
Measurement Input, Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | Y | 3.1 | 3.1 |
Measurement Input, Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.0441 | 0.0404 |
Measurement Input, Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0.850 | 0.910 |
Measurement Input, Expected Dividend Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | 0 | 0 |
Measurement Input, Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Sponsor earn-out liability, measurement input | $ / shares | 1.25 | 1.83 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Strategic Automotive Original Equipment Manufacturer Partner | |
Other Commitments [Line Items] | |
Joint development agreements, expenditures related to engineering efforts and purchases of related equipment, maximum | $ 27.5 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-Based Compensation | ||||
Compensation expense | $ 4,802 | $ 7,325 | $ 9,586 | $ 13,787 |
Research and Development Expense | ||||
Stock-Based Compensation | ||||
Compensation expense | 1,616 | 2,213 | 3,067 | 4,060 |
General and Administrative Expense | ||||
Stock-Based Compensation | ||||
Compensation expense | $ 3,186 | $ 5,112 | $ 6,519 | $ 9,727 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based Compensation Expense - Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock-Based Compensation | ||||
Compensation expense | $ 4,802 | $ 7,325 | $ 9,586 | $ 13,787 |
Earn-out Restricted Shares | ||||
Stock-Based Compensation | ||||
Compensation expense | 2,166 | 4,301 | ||
Restricted Stock Units (RSUs) | ||||
Stock-Based Compensation | ||||
Compensation expense | 3,604 | 2,723 | 6,689 | 4,684 |
Performance Stock Units | ||||
Stock-Based Compensation | ||||
Compensation expense | 700 | 1,406 | 1,632 | 2,732 |
Restricted Stock Awards | ||||
Stock-Based Compensation | ||||
Compensation expense | 487 | 926 | 978 | 1,856 |
Employee Stock Option | ||||
Stock-Based Compensation | ||||
Compensation expense | $ 11 | $ 104 | $ 287 | $ 214 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||
Effective tax rate (as a percent) | (0.40%) | (2.00%) | (0.80%) | (1.40%) | |
Statutory federal income tax rate (as a percent) | 21% | 21% |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||||
Net loss | $ (19,897) | $ (15,557) | $ (12,948) | $ (16,226) | $ (35,454) | $ (29,174) |
Net loss attributable to common stockholders - basic | (19,897) | (12,948) | (35,454) | (29,174) | ||
Net loss attributable to common stockholders - diluted | $ (19,897) | $ (12,948) | $ (35,454) | $ (29,174) | ||
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||||
Weighted-average shares of common stock outstanding, basic (in shares) | 320,833,854 | 314,578,498 | 319,812,287 | 314,003,663 | ||
Weighted-average shares of common stock outstanding, diluted (in shares) | 320,833,854 | 314,578,498 | 319,812,287 | 314,003,663 | ||
Earnings Per Share, Diluted [Abstract] | ||||||
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.06) | $ (0.04) | $ (0.11) | $ (0.09) | ||
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.06) | $ (0.04) | $ (0.11) | $ (0.09) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 81,191,603 | 77,934,235 |
Escrowed Earn-out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 27,690,978 | 27,690,978 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,634,356 | 17,717,487 |
Common Stock Warrants, Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,199,947 | 9,199,947 |
Sponsor Earn-Out Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,520,000 | 5,520,000 |
Common Stock Warrants, Private Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 5,013,333 | 5,013,333 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 14,687,464 | 6,205,703 |
Performance Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,159,793 | 3,748,742 |
Earn-out Restricted Shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 831,171 | 1,928,903 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 454,561 | 909,142 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Director | General Motors | Minimum | ||
Related Party Transaction [Line Items] | ||
Fully diluted voting interest (as a percent) | 5% | 5% |