Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39525 | ||
Entity Registrant Name | ESS Tech, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-1550150 | ||
Entity Address, Address Line One | 26440 SW Parkway Ave. | ||
Entity Address, Address Line Two | Bldg. 83 | ||
Entity Address, City or Town | Wilsonville | ||
Entity Address, State or Province | OR | ||
Entity Address, Postal Zip Code | 97070 | ||
City Area Code | 855 | ||
Local Phone Number | 423-9920 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 111.9 | ||
Entity Common Stock, Shares Outstanding | 174,898,086 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023. | ||
Entity Central Index Key | 0001819438 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | GWH | ||
Security Exchange Name | NYSE | ||
Warrant | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | ||
Trading Symbol | GWH.W | ||
Security Exchange Name | NYSE |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Portland, Oregon |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 20,165 | $ 34,767 |
Restricted cash, current | 1,373 | 1,213 |
Accounts receivable, net | 1,990 | 4,952 |
Short-term investments | 87,899 | 105,047 |
Inventory | 3,366 | 0 |
Prepaid expenses and other current assets | 3,305 | 5,657 |
Total current assets | 118,098 | 151,636 |
Property and equipment, net | 16,266 | 17,570 |
Intangible assets, net | 4,923 | 0 |
Operating lease right-of-use assets | 2,167 | 3,401 |
Restricted cash, non-current | 945 | 675 |
Other non-current assets | 833 | 271 |
Total assets | 143,232 | 173,553 |
Current liabilities: | ||
Accounts payable | 2,755 | 3,036 |
Accrued and other current liabilities | 10,755 | 14,125 |
Accrued product warranties | 2,129 | 1,643 |
Operating lease liabilities, current | 1,581 | 1,421 |
Deferred revenue, current | 2,546 | 6,168 |
Notes payable, current | 0 | 1,600 |
Total current liabilities | 19,766 | 27,993 |
Notes payable, non-current | 0 | 315 |
Operating lease liabilities, non-current | 957 | 2,535 |
Deferred revenue | 18,200 | |
Common stock warrant liabilities | 917 | 3,209 |
Other non-current liabilities | 0 | 85 |
Total liabilities | 39,875 | 36,579 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock ($0.0001 par value, 200,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and 2022) | 0 | 0 |
Common stock ($0.0001 par value; 2,000,000,000 shares authorized, 174,211,911 and 153,821,339 shares issued and outstanding as of December 31, 2023 and 2022, respectively) | 18 | 16 |
Additional paid-in capital | 799,496 | 755,537 |
Accumulated deficit | (696,157) | (618,579) |
Total stockholders’ equity | 103,357 | 136,974 |
Total liabilities and stockholders’ equity | 143,232 | 173,553 |
Nonrelated party | ||
Current liabilities: | ||
Deferred revenue | 3,835 | 2,442 |
Related party | ||
Current liabilities: | ||
Deferred revenue | $ 14,400 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 174,211,911 | 153,821,339 |
Common stock, shares outstanding (in shares) | 174,211,911 | 153,821,339 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Total revenue | $ 7,540 | $ 894 |
Cost of revenue | 20,495 | 0 |
Gross profit (loss) | (12,955) | 894 |
Operating expenses: | ||
Research and development | 42,632 | 71,979 |
Sales and marketing | 7,744 | 6,938 |
General and administrative | 22,574 | 27,469 |
Total operating expenses | 72,950 | 106,386 |
Loss from operations | (85,905) | (105,492) |
Other income (expenses), net: | ||
Interest income, net | 5,262 | 2,187 |
Gain on revaluation of common stock warrant liabilities | 2,292 | 25,788 |
Other income (expense), net | 773 | (452) |
Total other income, net | 8,327 | 27,523 |
Net loss to common stockholders | (77,578) | (77,969) |
Comprehensive loss to common stockholders | $ (77,578) | $ (77,969) |
Net loss per share, basic (in USD per share) | $ (0.48) | $ (0.51) |
Net loss per share, diluted (in USD per share) | $ (0.48) | $ (0.51) |
Weighted average shares used in per share calculation, basic (in shares) | 159,958,645 | 152,676,155 |
Weighted average shares used in per share calculation, diluted (in shares) | 159,958,645 | 152,676,155 |
Nonrelated party | ||
Revenue: | ||
Total revenue | $ 7,537 | $ 610 |
Related party | ||
Revenue: | ||
Total revenue | $ 3 | $ 284 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 151,839,058 | |||
Balance at beginning of period at Dec. 31, 2021 | $ 205,159 | $ 16 | $ 745,753 | $ (540,610) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock under stock-based compensation plans, net of stock withheld for taxes (in shares) | 2,226,463 | |||
Issuance of common stock under stock-based compensation plans, net of stock withheld for taxes | 657 | 657 | ||
Cancellation of shares used to settle payroll tax withholding (in shares) | (244,202) | |||
Cancellation of shares used to settle payroll tax withholding | (2,808) | (2,808) | ||
Warrants issued | 46 | 46 | ||
Warrants exercised (in shares) | 20 | |||
Stock-based compensation expense | 11,889 | 11,889 | ||
Net loss | $ (77,969) | (77,969) | ||
Balance at end of period (in shares) at Dec. 31, 2022 | 153,821,339 | 153,821,339 | ||
Balance at end of period at Dec. 31, 2022 | $ 136,974 | $ 16 | 755,537 | (618,579) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock under stock-based compensation plans, net of stock withheld for taxes (in shares) | 3,898,818 | |||
Issuance of common stock under stock-based compensation plans, net of stock withheld for taxes | 468 | 468 | ||
Stock-based compensation expense | 10,635 | 10,635 | ||
Shares issued (in shares) | 16,491,754 | |||
Proceeds from transaction | 32,858 | $ 2 | 32,856 | |
Net loss | $ (77,578) | (77,578) | ||
Balance at end of period (in shares) at Dec. 31, 2023 | 174,211,911 | 174,211,911 | ||
Balance at end of period at Dec. 31, 2023 | $ 103,357 | $ 18 | $ 799,496 | $ (696,157) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 368 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (77,578) | $ (77,969) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 6,513 | 1,523 |
Non-cash interest income | (3,635) | (1,349) |
Non-cash lease expense | 1,234 | 1,134 |
Stock-based compensation expense | 10,635 | 11,889 |
Inventory write-down and losses on noncancellable purchase commitments | 11,932 | 0 |
Change in fair value of common stock warrant liabilities | (2,292) | (25,788) |
Other non-cash income and expenses, net | (60) | 483 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 3,633 | (1,886) |
Inventory | (14,661) | 0 |
Prepaid expenses and other current assets | 2,422 | (311) |
Accounts payable | (229) | 1,464 |
Accrued and other current liabilities | (3,378) | 6,789 |
Accrued product warranties | 486 | 1,643 |
Deferred revenue | 11,500 | 1,881 |
Operating lease liabilities | (1,418) | (1,123) |
Net cash used in operating activities | (54,896) | (81,620) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (5,790) | (14,180) |
Maturities and purchases of short-term investments, net | 20,861 | (103,704) |
Net cash provided by (used in) investing activities | 15,071 | (117,884) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and common stock warrants, net of issuance costs | 27,132 | 0 |
Payments on notes payable | (1,733) | (1,900) |
Proceeds from stock options exercised | 237 | 0 |
Repurchase of shares from employees for income tax withholding purposes | (310) | (2,808) |
Proceeds from contributions to Employee Stock Purchase Plan | 541 | 492 |
Proceeds from warrants exercised | 0 | 165 |
Other, net | (214) | (22) |
Net cash provided by (used in) financing activities | 25,653 | (4,073) |
Net change in cash, cash equivalents and restricted cash | (14,172) | (203,577) |
Cash, cash equivalents and restricted cash, beginning of period | 36,655 | 240,232 |
Cash, cash equivalents and restricted cash, end of period | 22,483 | 36,655 |
Supplemental disclosures of cash flow information: | ||
Cash paid for operating leases included in cash used in operating activities | 1,670 | 1,625 |
Cash paid for interest | 0 | 154 |
Non-cash investing and financing transactions: | ||
Common stock warrants issued for the acquisition of intangible assets | 4,990 | 0 |
Purchase of property and equipment included in accounts payable and accrued and other current liabilities | 704 | 1,358 |
Right-of-use operating lease assets obtained in exchange for lease obligations | 0 | 4,534 |
Right-of-use finance lease assets obtained in exchange for lease obligations | 0 | 123 |
Warrant vested under contracts with customers | 0 | 46 |
Cash and cash equivalents | 20,165 | 34,767 |
Restricted cash, current | 1,373 | 1,213 |
Restricted cash, non-current | 945 | 675 |
Total cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 22,483 | $ 36,655 |
DESCRITPION OF BUSINESS, BASIS
DESCRITPION OF BUSINESS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRITPION OF BUSINESS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES | DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES Description of Business —ESS Tech, Inc. is a long-duration energy storage company specializing in iron flow battery technology. ESS develops long-duration iron flow batteries for commercial and utility-scale energy storage applications requiring four or more hours of flexible energy capacity predominantly using earth-abundant materials. The Company has historically been in the research and development phase. On a quarterly basis the Company had evaluated a combination of evidence including production quality metrics, field functionality to date, revenue trends, and existing contracts with customers. Based on the evaluation performed during the third quarter of 2023, the Company transitioned out of the research and development phase and into commercial inventory accounting as of July 1, 2023. The Company was originally incorporated as a Cayman Islands exempted company on July 21, 2020 as a publicly traded special purpose acquisition company under the name ACON S2 Acquisition Corp. for the purpose of effecting a business combination. On October 8, 2021, the Company consummated a business combination pursuant to the merger agreement, dated May 6, 2021, by and among STWO, SCharge Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of STWO, and ESS Tech, Inc., a Delaware corporation, wherein Merger Sub merged with and into Legacy ESS, with Legacy ESS surviving as a wholly owned subsidiary of STWO. On the Closing Date, STWO changed its name from “ACON S2 Acquisition Corp.” to “ESS Tech, Inc.”, and its shares of common stock and warrants for shares of common stock commenced trading on the New York Stock Exchange under the ticker symbols “GWH” and “GWH.W,” respectively. Basis of Presentation —The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Risks and Uncertainties —The Company is subject to a number of risks associated with companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital and financing to fund operations, competition from substitute products and services from larger companies, legal protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and restricted cash. The Company’s cash and cash equivalents include cash in bank accounts, money market funds, and investments with a maturity of three months or less at the date of purchase. The Company’s restricted cash includes a certificate of deposit, collateral associated with a standby letter of credit, and a performance and payment bond. Deposits held with banks may exceed the amount of insurance provided on such deposits. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES As discussed in Note 1, Description of Business and Basis of Presentation , during the third quarter of 2023 the Company reached commercial viability and transitioned out of the research and development phase and into commercial inventory accounting on the Transition Date. As a result of the transition, all inventoriable costs incurred are capitalized, net of any LCNRV charges, which are recognized as cost of revenue. Further, unfulfilled noncancellable purchase commitments are recognized as expense for estimated losses in cost of revenue and warranty and fulfillment costs are recorded as a component of cost of revenue rather than research and development expense beginning on the Transition Date. Segment Information —The Company has determined that its Chief Executive Officer (“CEO”) is its chief operating decision maker. The CEO reviews financial information for purposes of assessing performance and making decisions on how to allocate resources. The Company has determined that it operates in a single reportable segment. Substantially all of the Company’s operations and long-lived assets were attributable to operations in the United States as of December 31, 2023 and 2022. Use of Estimates —The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies as of the date of the financial statements and the reported amounts of expenses during the reporting periods. Such estimates relate to, but are not limited to, inventory valuation, product warranty liabilities, standalone selling prices, the fair value of the Company’s investments and warrant liabilities, the useful lives and assessment of recoverability of property and equipment, deferred tax assets valuation, as well as other accruals. These estimates are based on historical trends, market pricing, current events and other relevant assumptions and data points. Actual results could differ from those estimates and such differences may be material to the financial statements. Reclassifications —Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no effect on the reported results of operations. Cash and Cash Equivalents —Cash and cash equivalents include cash in bank accounts, money market funds, and investments with a maturity of three months or less at the date of purchase. Cash equivalents are recorded at carrying value, which approximates fair value. Restricted Cash — Restricted cash is required as collateral for certain of the Company’s lease agreements and contractual supply and service arrangements. Restricted cash includes a certificate of deposit for the Company’s lease agreements, collateral associated with a standby letter of credit issued to a customer, and a performance and payment bond for the Company’s supply and service arrangements. The certificate of deposit and bond are recorded at carrying value, which approximates fair value. Restricted cash amounts are reported in the consolidated balance sheets as current or non-current depending on when the cash will be contractually released. Accounts Receivable, Net —The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses which is included in accounts receivable, net in the consolidated balance sheets. The Company had no allowance for expected credit losses recorded at either December 31, 2023 or 2022. Inventory —As of the Transition Date, inventory consists of raw materials, work in progress, and finished goods, and is stated on a first-in, first-out basis at the lower of cost or net realizable value. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The Company periodically makes judgments and estimates regarding the future utility and carrying value of inventory. When inventory is adjusted to its net realizable value, a new cost basis is established and such cost is not adjusted for any potential recovery. Obsolete inventories are written off to cost of revenue. Should the Company’s estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in the Company’s estimates may result in a material charge to its reported financial results. Property and Equipment, Net —Property and equipment are stated at cost, net of depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from three The Company evaluates the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The Company assesses the alternative use of an asset, the condition of the asset and the current market demand to determine if an asset is impaired. No impairment loss was recognized during the years ended December 31, 2023 and 2022. Intangible Assets, Net —Intangible assets are stated at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their expected useful lives. Investments —Investments consist primarily of U.S. Treasury securities, U.S. agency securities, and commercial paper and are classified as trading securities as they are bought and held principally for the purpose of selling them in the near term. Trading securities are carried on the consolidated balance sheets at fair value. Unrealized gains and losses on trading securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. Revenue Recognition —Revenue is primarily earned from the sale, installation and commissioning of energy storage systems and is derived from customer contracts. Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer, when or as the Company’s performance obligations are satisfied, which includes estimates for variable consideration (e.g., liquidated damages). For product sales of energy storage systems, the Company’s performance obligations are satisfied at the point in time when the customer obtains control of the system, based primarily on shipping terms within individual customer contracts, unless specific customer acceptance criteria must be met, in which case revenue is deferred until customer acceptance has been received. No right of return exists on sales of energy storage systems. Performance obligations for services, including the optional extended warranty and ongoing operations and maintenance program provided to customers, are satisfied over time as the respective services are performed. The transaction price of the underlying customer agreement is allocated to each performance obligation based on its relative standalone selling price. When the standalone selling price is not directly observable, revenue is determined based on an estimate of selling price using the observable market price that the good or service sells for separately in similar circumstances and to similar customers, and/or an expected cost plus margin approach when the observable selling price of a good or services is not known and is either highly variable or uncertain. The Company invoices customers in accordance with customer agreements, which in certain circumstances may be in advance of recognizing revenue if the Company has not satisfied the associated performance obligations. Payment terms generally include advance payments to reserve capacity and/or upon issuance of the customer’s purchase order with the remainder due upon the achievement of various milestones including but not limited to shipment readiness, delivery, commissioning of the system, and completion of final site testing. Advanced customer payments and unsatisfied performance obligations are recognized as deferred revenue in the consolidated balance sheets. Sales tax collected from customers is recorded on a net basis and therefore, not included in revenue. Sales tax is recorded as a liability until remitted to governmental authorities. Shipping and handling, freight costs and other reimbursable costs are accounted for as fulfillment activities and included in revenue. Cost of Revenue —As of the Transition Date, cost of revenue includes the cost of the energy storage systems delivered, installed and commissioned during the year. It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, adjustments to warranty expense, LCNRV charges, unfulfilled noncancellable purchase commitment expense, shipping and logistics costs, and provisions for excess and obsolete inventory. Additionally, cost of revenue benefits from production credits earned. Product Warranties —Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a standard warranty for a period of one year and an optional extended warranty. The standard warranty is accounted for as an assurance-type warranty, which provides customers with assurance that the product complies with agreed-upon specifications and does not represent a separate performance obligation. The extended warranty is considered a service-type warranty which is a distinct service and a portion of the transaction price is allocated to that performance obligation. Costs to provide for standard warranty obligations are estimated and recorded as a liability at the time revenue is recognized on the sale of the energy storage system. Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors, including the use of actual claim data to date. Initial accruals and adjustments to warranty reserves were recorded to research and development expenses when the Company was in the research and development phase and are now recorded to cost of revenue following the transition to commercial inventory accounting as of the Transition Date. Sales and Marketing —Sales and marketing expenses consist primarily of salaries, benefits and stock-based compensation for marketing and sales personnel and related support teams. To a lesser extent, sales and marketing expenses also include professional services costs, travel costs, and trade show sponsorships and participation. Advertising costs are expensed as incurred. Research and Development —Research and development costs are expensed as incurred and, as of the Transition Date, consist of materials, supplies, personnel-related expenses, allocated facilities costs, consulting services and other direct expenses. Personnel-related expenses consist of salaries, benefits and stock-based compensation. Substantially all of the Company’s research and development expenses are related to improving existing products and developing new products and related technologies. Prior to the Transition Date, research and development costs also included direct product development material costs, including freight charges, and product development personnel-related expenses, warranty-related costs, depreciation charges, overhead related costs, consulting services, and other direct expenses. The Company receives funding from federal agencies for research and development activities related to its products. Under certain circumstances, up to the entire amount of funding may need to be repaid to the grantor in the form of a success fee in future periods if the Company monetized the results of the activities funded by the grantor. The portion of such funding the Company may be required to pay in certain circumstances is recorded in accrued and other current liabilities in the consolidated balance sheets and was $452 thousand as of December 31, 2022. General and Administrative —General and administrative expenses consist of personnel-related expenses for the Company’s corporate, executive, finance, legal, and other administrative functions, as well as expenses for outside professional services and insurance costs. Personnel-related expenses consist of salaries, benefits and stock-based compensation. To a lesser extent, general and administrative expenses include depreciation and other allocated costs, such as facility-related expenses and supplies. Stock-Based Compensation — The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The compensation expense related to stock-based awards with performance conditions is recognized over the requisite service period when achievement of the performance conditions is probable. The compensation expense related to stock-based awards with market conditions is recognized on an accelerated attribution basis over the requisite service period identified as the derived service period over which the market conditions are expected to be achieved, and is not reversed if the market condition is not satisfied. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily stock options and RSUs. The fair value of each stock option granted is estimated using the Black-Scholes Merton option-pricing model using the single-option award approach. The following assumptions are used in the Black-Scholes Merton option-pricing model: Risk-Free Interest Rate —The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon bonds issued with a term that is equal to the option’s expected term at the grant date. Expected Volatility —The Company estimates the volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. Expected Term —The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. Income Taxes —The Company accounts for income taxes under the asset and liability method. Under this method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the bases differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations and comprehensive loss in the period that includes the enactment date. ASC 740, Accounting for Income Taxes (“ASC 740”), requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely and, accordingly, has provided a full valuation allowance for these tax benefits for the years ended December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. Net Loss Per Share —The Company will use the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. Under this method, net earnings are reduced by the amount of dividends declared in the current period for common stockholders and participating security holders. The remaining earnings or “undistributed earnings” are allocated between common stock and participating securities to the extent that each security may share in earnings as if all the earnings for the period had been distributed. Once calculated, the earnings per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during each year presented. Diluted loss attributable to common stockholders per common share has been computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding plus the dilutive effect of outstanding options, warrants, and restricted stock units (“RSUs”) during the respective periods. In cases where the Company has a net loss, no dilutive effect is shown as options, warrants, and RSUs become anti-dilutive. Fair Value —The Company follows ASC 820, Fair Value Measurements (“ASC 820”) , which establishes a common definition of fair value to be applied when U.S. GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosures about such fair value measurements. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. Emerging Growth Company —Pursuant to the JOBS Act of 2012, Section 102(b)(1), an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by the FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. The Company also intends to continue to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as the Company qualifies as an emerging growth company. Recent Accounting Pronouncements —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the chief operating decision maker when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the effect that the adoption of this ASU may have on the Company’s disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires greater disaggregation of income tax disclosures primarily on the income tax rate reconciliation and income taxes paid. This authoritative guidance will be effective for the Company starting in fiscal year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new standard on the Company's disclosures. Recently Adopted Accounting Pronouncements —On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model, which will result in earlier recognition of credit losses. The adoption did not result in a material impact to the Company’s consolidated financial statements or related disclosures. In future periods, as revenue and accounts receivable increase, ASU 2016-13 could have a material impact on its consolidated financial statements. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consists of the following (in thousands): December 31, 2023 December 31, 2022 Raw materials $ 7,740 $ — Work in process 1,236 — Finished goods 5,685 — Inventory, gross $ 14,661 $ — Net realizable value adjustment (11,295) — Inventory $ 3,366 $ — The Company recorded a $11.3 million charge to reflect the LCNRV of inventory during the year ended December 31, 2023 and none in the prior year within cost of revenue in the Company’s consolidated statements of operations and comprehensive loss. The Company has firm purchase commitments and recorded LCNRV losses of $637 thousand related to these firm purchase commitments as of December 31, 2023 to cost of revenue in the Company’s consolidated statements of operation and comprehensive loss. These LCNRV losses related to firm purchase commitments are reflected in the materials and related purchases component of accrued and other liabilities on the consolidated balance sheets as of the Transition Date. For further details, refer t o Note 11, Commitments and Contingencies . |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 December 31, 2022 Insurance $ 521 $ 2,033 Vendor advances 936 3,147 Grants receivable 824 — IT related 401 390 Contract assets 253 — Other 370 87 Total prepaid expenses and other current assets $ 3,305 $ 5,657 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): December 31, 2023 December 31, 2022 Machinery and equipment $ 17,669 $ 13,699 Furniture and fixtures 184 184 Leasehold improvements 3,232 3,115 Software 183 183 Construction in process 4,279 3,230 Total property and equipment 25,547 20,411 Less: accumulated depreciation (9,281) (2,841) Total property and equipment, net $ 16,266 $ 17,570 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | INTANGIBLE ASSETS, NET In September 2023, the Company acquired patents valued at $5.0 million under a Patent License Agreement with UOP, an affiliate of Honeywell, a related party. These patents were recorded at fair value based on the value of the IP Warrants issued, as defined in Note 12, Common Stock Warrants , and are amortized over an average useful life of 19 years based on the remaining useful lives of the patents acquired. Amortization expense for the year ended December 31, 2023 was $67 thousand. Intangible assets, net, consisted of the following (in thousands): December 31, 2023 December 31, 2022 Patents $ 4,990 $ — Less: accumulated depreciation (67) — Intangible assets, net $ 4,923 $ — Estimated future amortization expense of intangible assets as of December 31, 2023 are as follows (in thousands): 2024 $ 267 2025 267 2026 267 2027 267 2028 267 Thereafter 3,588 Total future amortization $ 4,923 |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consist of the following (in thousands): December 31, 2023 December 31, 2022 Payroll and related benefits $ 5,681 $ 2,948 Materials and related purchases 2,083 6,892 Professional and consulting fees 802 1,011 Amounts due to customers 545 770 Accrued capital purchases 327 1,093 Noncancellable purchase commitments 637 — Other 680 1,411 Total accrued and other current liabilities $ 10,755 $ 14,125 |
ACCRUED PRODUCT WARRANTIES
ACCRUED PRODUCT WARRANTIES | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
ACCRUED PRODUCT WARRANTIES | ACCRUED PRODUCT WARRANTIES The following table summarizes product warranty activity (in thousands): Year Ended December 31, 2023 2022 Accrued product warranties - beginning of period $ 1,643 $ — Accruals for warranties issued 3,412 2,612 Repairs and replacements (1,416) (969) Adjustments to existing accruals (1,510) — Accrued product warranties - end of period $ 2,129 $ 1,643 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases office and manufacturing space in Wilsonville, Oregon under operating leases. Each of the operating leases provides the Company an option to renew the lease for an additional 60 months which have not been included in the operating lease obligations. The Company determines if an arrangement is a lease at inception and whether the arrangement is classified as an operating or finance lease. At commencement of the lease, the Company records a right-of-use (“ROU”) asset and lease liability in the consolidated balance sheets based on the present value of lease payments over the term of the arrangement. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company determines its incremental borrowing rate based on publicly available data for instruments with similar characteristics, including recently issued debt, as well as other factors. Contract terms may include options to extend or terminate the lease, and when the Company deems it reasonably certain that ESS will exercise that option it is included in the ROU asset and lease liability. Operating leases will reflect lease expense on a straight-line basis, while finance leases will result in the separate presentation of interest expense on the lease liability and amortization expense of the ROU asset. ROU assets related to the Company’s operating leases are included in operating lease ROU assets, while the corresponding lease liabilities are included in current and non-current operating lease liabilities on the Company’s consolidated balance sheets. ROU assets related to the Company’s finance leases are included in other non-current assets, while the corresponding lease liabilities are included in accrued and other current liabilities and other non-current liabilities on the Company’s consolidated balance sheets. The Company does not record leases with a term of 12-months or less in the consolidated balance sheets. Short-term lease costs were immaterial for the year ended December 31, 2023. Operating lease expense for the years ended December 31, 2023 and 2022 was $1.5 million. Finance lease costs for the years ended December 31, 2023 and 2022 were immaterial. As of December 31, 2023, future maturities of lease liabilities are as follows (in thousands): Operating Leases 2024 $ 1,720 2025 983 Thereafter — Total minimum lease payments $ 2,703 Less: imputed interest (165) Present value of lease liabilities $ 2,538 Weighted-average remaining lease term and discount rate are as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (in years) 1.7 2.6 Weighted-average discount rate 7.5 % 7.5 % |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
BORROWINGS | BORROWINGS Borrowings consist of the following (in thousands): December 31, 2023 December 31, 2022 Total notes payable $ — $ 1,915 Less current portion of notes payable — 1,600 Notes payable, non-current $ — $ 315 Notes Payable As of December 31, 2022, the Company had $1.9 million of outstanding notes payable to a bank which were secured by all property of the Company, except for its intellectual property. The notes payable bore interest at 0.50% below the bank’s prime rate. The Company made monthly interest and principal payments on the notes payable based on the schedule defined in the agreement. On July 7, 2023, the Company elected to repay all outstanding notes payable with a payment of $1.0 million to First Citizens Bank. The transaction amount repaid the outstanding principal balance, interest and a final payment due of $200 thousand. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company, from time to time, is a party to various claims, legal actions, and complaints arising in the ordinary course of business. The Company is not aware of any material legal proceedings or other claims, legal actions, or complaints through the date of issuance of these consolidated financial statements. Letters of Credit As of December 31, 2022, the Company had a standby letter of credit with First Republic Bank totaling $725 thousand as security for an operating lease of office and manufacturing space in Wilsonville, Oregon. As of December 31, 2023 the letter of credit was reduced to $75 thousand and was secured by a restricted certificate of deposit account totaling $75 thousand recorded as restricted cash, non-current. There were no draws against the letter of credit during the years ended December 31, 2023 and 2022. On September 1, 2022, the Company executed a standby letter of credit with CitiBank, N.A., for $600 thousand as security for the performance and payment of the Company’s obligations under a customer agreement. The letter of credit is in effect until the date on which the warranty period under the agreement expires, which is anticipated to be more than a year from the balance sheet date. In June 2023, the letter of credit was transferred to Bank of America. As of December 31, 2023, $600 thousand was pledged as collateral for the letter of credit and recorded as restricted cash, non-current. There were no draws against the letter of credit during the year ended December 31, 2023. On March 9, 2023, the Company executed a standby letter of credit with SVB for $200 thousand in support of the Company’s customs and duties due on imported materials. In June 2023, the letter of credit was transferred to Bank of America. The letter of credit is in effect until May 19, 2024. As of December 31, 2023, $200 thousand was pledged as collateral for the letter of credit and recorded as restricted cash, current. There were no draws against the letter of credit during the year ended December 31, 2023. Purchase Commitments The Company purchases materials from several suppliers and has entered into agreements with various contract manufacturers, which include cancellable and noncancellable purchase commitments. As of December 31, 2023 and 2022, total unfulfilled noncancellable purchase commitments were $637 thousand and $1.6 million, respectively. In addition, total unfulfilled cancellable purchase commitments amounted to $7.7 million and $14.9 million as of December 31, 2023, and 2022, respectively. As discussed in Note 2, Significant Accounting Policies , during the third quarter of 2023 the Company exited the research and development phase and entered the commercial inventory phase and began recording unfulfilled noncancellable purchase commitments as losses within cost of revenue in the consolidated statements of operations and comprehensive loss. Prior to the Transition Date, these purchase commitments were not recorded in the consolidated financial statements as they related to the Company’s research and development activities and not the production of commercial inventory. Joint Development Agreement In September 2023, the Company entered into a Joint Development Agreement (“JDA”) with UOP, an affiliate of Honeywell, a related party, under which the parties would work collaboratively to engage in certain research and development activities generally related to flow battery technology. Pursuant to the JDA, the Company agreed to reimburse UOP a minimum of $8.0 million for research and development expenses incurred through December 31, 2028. No expenses were incurred under the JDA during the year ended December 31, 2023. |
COMMON STOCK WARRANTS
COMMON STOCK WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK WARRANTS | COMMON STOCK WARRANTS Common stock warrant balances consist of the following: December 31, 2023 December 31, 2022 Public Warrants outstanding 11,461,227 7,377,893 Private Warrants outstanding: Other Private Warrants outstanding — 3,500,000 Earnout Warrants outstanding — 583,334 SMUD Warrant outstanding 12,500 12,500 Honeywell Warrants outstanding: Investment Warrant outstanding 10,631,633 — IP Warrant outstanding 6,269,955 — Performance Warrants outstanding 775,760 — Total common stock warrants 29,151,075 11,473,727 As part of STWO’s initial public offering, 8,333,287 warrants to purchase common stock (the “Public Warrants”) were sold. The Public Warrants are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “GWH.W.” The Public Warrants entitle the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants expire on October 8, 2026, five years after completion of the Business Combination, or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption starting any time, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides no less than 30 days prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders provided there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants. The Company may call the Public Warrants for redemption starting any time, in whole and not in part, at a price of $0.10 per warrant, so long as the Company provides no less than 30 days prior written notice of redemption to each warrant holder; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a number of shares determined based on the redemption date fair market value of the shares, and if, and only if, the reported last sale price of common stock equals or exceeds $10.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders provided there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants. Simultaneously with STWO’s initial public offering, STWO issued in a private placement 4,666,667 warrants to purchase common stock (the “Private Warrants”) to STWO’s sponsor. In connection with the Business Combination, STWO’s sponsor agreed to forfeit 583,333 Private Warrants. Of the remaining 4,083,334 Private Warrants, 3,500,000 were immediately vested and 583,334 warrants (the “Earnout Warrants”) were vested upon meeting certain earnout milestone events on November 9, 2021. The Private Warrants, including the Earnout Warrants, automatically converted on a 1:1 basis into Public Warrants upon the transfer of such warrants by the initial holder to a third party during the fourth quarter of 2023. The table below shows the common stock warrant activities during the year ended December 31, 2023: December 31, 2022 Issued Exercised Converted (1) December 31, 2023 Earnout Warrants 583,334 — — (583,334) — Private Warrants (excluding Earnout Warrants) 3,500,000 — — (3,500,000) — Public Warrants 7,377,893 — — 4,083,334 11,461,227 SMUD Warrant 12,500 — — — 12,500 Investment Warrant — 10,631,633 — — 10,631,633 IP Warrant — 6,269,955 — — 6,269,955 Performance Warrants — 775,760 — — 775,760 Total common stock warrants 11,473,727 17,677,348 — — 29,151,075 (1) In accordance with the terms of the Warrant Agreement, dated September 16, 2020, by and between STWO and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment, Assumption and Agreement, dated October 8, 2021, by and among the Company, STWO, Continental and Computershare Trust Company, N.A. (as amended, the “Warrant Agreement”), the Private Warrants, including the Earnout Warrants, automatically converted on a 1:1 basis into Public Warrants upon the transfer of such warrants by the initial holder to a third party during the fourth quarter of 2023. The table below shows the common stock warrant activities during the year ended December 31, 2022: December 31, 2021 Issued Exercised December 31, 2022 Earnout Warrants 583,334 — — 583,334 Private Warrants (excluding Earnout Warrants) 3,500,000 — — 3,500,000 Public Warrants 7,377,913 — 20 7,377,893 SMUD Warrant — 12,500 — 12,500 Total common stock warrants 11,461,247 12,500 20 11,473,727 The Company’s common stock warrants were initially recorded at fair value upon completion of the Business Combination and are adjusted to fair value at each reporting date based on the market price of the Public Warrants, with the change in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2023, the Company recorded a net decrease to the liabilities for Public Warrants of $2.3 million. For the year ended December 31, 2022, the Company recorded a net decrease to the liabilities for Earnout Warrants, Public Warrants and Private Warrants (Excluding Earnout Warrants) of $25.8 million. SMUD Warrant On September 16, 2022, the Company entered into a warrant agreement with SMUD, whereby the Company agreed to issue a warrant for up to 500,000 shares of the Company’s common stock at an exercise price of $4.296 per share. The vesting of the shares underlying the warrant will be subject to the achievement of certain commercial milestones through December 31, 2030 pursuant to a related commercial agreement. As of December 31, 2023 and 2022, 12,500 shares underlying the warrant were vested. Honeywell Warrants On September 21, 2023, the Company entered into the Purchase Agreement with Honeywell Ventures, an affiliate of Honeywell, a related party. Pursuant to the Purchase Agreement, Honeywell invested $27.5 million in the Company and the Company issued 16,491,754 shares of common stock and a warrant to issue up to 10,631,633 shares of common stock to Honeywell Ventures. Pursuant to the Purchase Agreement and also as further consideration for the licensing by UOP, an affiliate of Honeywell, of certain intellectual property to the Company, the Company issued a warrant to issue up to 6,269,955 shares of common stock to UOP. The Investment Warrant has an exercise price of $1.89, and the IP Warrant has an exercise price of $2.90. Each warrant will expire on September 21, 2028. On September 21, 2023, the Company and UOP also entered into the Supply Agreement, pursuant to which UOP may purchase equipment supplied by the Company. Pursuant to the Supply Agreement, the Company agreed to issue additional warrants to purchase common stock to UOP, consisting of (i) an initial performance warrant to issue up to 775,760 shares of common stock, issued on September 21, 2023 in exchange for a prepayment of equipment by UOP in the amount of $15 million, and (ii) additional performance warrants (not to exceed an aggregate value of $15 million based on target purchase amounts of up to $300 million by 2030) to be issued on an annual basis for the five-year period beginning in 2026, based on UOP’s purchase of additional equipment after execution of the Supply Agreement. The initial Performance Warrant has an exercise price of $1.45 and the additional Performance Warrants will have an exercise price equal to the volume-weighted average price of the Company’s common stock for the last fifteen (15) trading days of the relevant calendar year for which such Performance Warrant is being issued. The initial Performance Warrant expires on September 21, 2028 and each additional Performance Warrant will have a five-year term from its respective date of issuance. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation expense is allocated on a departmental basis based on the classification of the award holder. The following table presents the amount of stock-based compensation related to stock-based awards issued to employees on the Company’s consolidated statements of operations and comprehensive loss during the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Cost of revenue $ 1,753 $ — Research and development 2,696 2,856 Sales and marketing 816 456 General and administrative 5,370 8,577 Total stock-based compensation $ 10,635 $ 11,889 2021 Equity Incentive Plan In October 2021, the Board of Directors of the Company adopted the ESS Tech, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan became effective upon consummation of the Business Combination. Stock awards under the plan may be issued as Incentive Stock Options (“ISO”), Non-statutory Stock Options (“NSO”), Stock Appreciation Rights, and RSUs. Only employees are eligible to receive ISO awards. Employees, directors, and consultants who provide continuous service to the Company are eligible to receive stock awards other than ISOs. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending with the 2031 fiscal year, in an amount equal to the lesser of (i) 15,260,000 shares, (ii) five percent (5%) of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Company no later than the last day of the immediately preceding fiscal year. As of January 1, 2024, the number of shares available for issuance under the 2021 Plan was increased by 8,700,000 shares in accordance with the plan and as approved by the Board. Under the 2021 Plan, the Company is authorized to issue 26,310,000 shares of common stock as of December 31, 2023. Option prices for incentive stock options are set at the fair market value of the Company’s common stock at the date of grant. The fair market value of RSUs is set at the closing sales price of the Company’s common stock at the date of grant. Employee new hire grants generally cliff vest 1/4th at the end of the first year and then vest 1/16 th each quarter over the remaining three years. Grants expire 10 years from the date of grant. All other grants vest quarterly over four years. As of December 31, 2023, there were 5,645,585 shares available for future grant under the 2021 Plan. Stock Options and Restricted Stock Units Stock option and RSU activity, prices, and values during the years ended December 31, 2023 and 2022 are as follows (in thousands, except for share, per share, and contractual term data): Options Outstanding RSUs Number of Weighted Weighted Aggregate Number of plan shares outstanding Weighted average Balances as of December 31, 2022 3,223,109 $ 1.01 7.39 $ 4,583 6,346,955 $ 6.10 Options and RSUs granted 378,110 1.51 11,581,684 1.21 Options exercised and RSUs released (703,550) 0.34 (2,892,339) 3.42 Options and RSUs forfeited (299,287) 0.46 (1,873,932) 3.31 Balances as of December 31, 2023 2,598,382 $ 1.33 6.25 $ 1,422 13,162,368 $ 2.79 Options vested and exercisable - December 31, 2022 1,947,123 $ 0.76 7.06 $ 3,244 Options vested and exercisable - December 31, 2023 1,775,256 $ 1.10 5.62 $ 1,198 The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option. The aggregate intrinsic value of the options exercised was $0.9 million and $2.1 million during the years ended December 31, 2023 and 2022, respectively. The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes Merton option-pricing model. For options granted during the years ended December 31, 2023 and 2022, respectively, the weighted average estimated fair value using the Black-Scholes Merton option pricing model was $1.13 and $5.23 per option, respectively. In accordance with ASC 718, the fair value of each option grant has been estimated as of the date of grant using the following weighted average assumptions: 2023 2022 Risk-free rate 4.38 % 1.64 % Expected volatility 87.08 % 73.95 % Expected term 6 years 6 years Expected dividends — — As of December 31, 2023, there was approximately $26.0 million of unamortized stock-based compensation expense related to unvested stock options and RSUs, which is expected to be recognized over a weighted average period of 2.76 years. Employee Stock Purchase Plan In May 2022, the Company commenced its first offering period under the ESS Tech, Inc. Employee Stock Purchase Plan (the “ESPP”), which assists employees in acquiring a stock ownership interest in the Company. The ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during specified offering periods. No employee may purchase more than $25,000 worth of stock in any calendar year. The price of shares purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. Total ESPP expense for the years ended December 31, 2023 and 2022 was $324 thousand and $270 thousand, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The following tables present the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis (in thousands): December 31, 2023 Cash Equivalents and Restricted Cash Short-Term Investments Total Assets at Fair Value Level 1: Money market funds $ 10,126 $ — $ 10,126 U.S. Treasury securities — 54,681 54,681 Total Level 1 10,126 54,681 64,807 Level 2: Certificate of deposit 77 — 77 U.S. agency securities — 12,447 12,447 Commercial paper 9,353 20,771 30,124 Total Level 2 9,430 33,218 42,648 Total assets measured at fair value $ 19,556 $ 87,899 $ 107,455 December 31, 2022 Cash Equivalents and Restricted Cash Short-Term Investments Total Assets at Fair Value Level 1: Money market funds $ 27,993 $ — $ 27,993 U.S. Treasury securities — 19,944 19,944 Total Level 1 27,993 19,944 47,937 Level 2: Certificate of deposit 75 — 75 U.S. agency securities — 55,319 55,319 Commercial paper 5,972 29,784 35,756 Total Level 2 6,047 85,103 91,150 Total assets measured at fair value $ 34,040 $ 105,047 $ 139,087 The following tables present the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public common stock warrants 917 — — 917 Total liabilities measured at fair value $ 917 $ — $ — $ 917 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Earnout warrant liabilities $ — $ 163 $ — $ 163 Public common stock warrants 2,066 — — 2,066 Private common stock warrants — 980 — 980 Total liabilities measured at fair value $ 2,066 $ 1,143 $ — $ 3,209 There were no transfers among Level 1, Level 2, or Level 3 categories during the periods presented. The carrying amounts of the Company’s notes payable and accounts payable approximate their fair values due to their short maturities. Level 1 Assets: The Company invests in money market funds and U.S. Treasury securities. These assets are valued using observable inputs that reflect quoted prices for securities with identical characteristics. Level 2 Assets: The Company invests in a certificate of deposit, U.S. agency securities, and commercial paper. These assets are valued using observable inputs that reflect quoted prices for securities with similar characteristics and other observable inputs (such as interest rates that are observable at commonly quoted intervals). Level 1 Liabilities: The Company values its public common stock warrants based on the market price of the warrants. Level 2 Liabilities: The Company values its earnout warrant liabilities and private common stock warrants based on the market price of the Company’s public common stock warrants. For trading securities held at the reporting date, net losses recorded during the year ended December 31, 2023 and 2022 were immaterial. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating losses $ 46,616 $ 34,454 Tax credit carryforward 1,454 909 Equity compensation 1,560 737 Capitalized research and development expenses 19,644 16,946 Inventory reserve 3,159 — Deferred revenue 1,002 — Other 2,761 2,153 Total deferred tax assets 76,196 55,199 Valuation allowance (75,590) (54,261) Deferred tax assets, net of valuation allowance 606 938 Deferred tax liabilities: Right-of-use assets (606) (938) Net deferred tax $ — $ — The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Included in the Act is the requirement to capitalize and amortize research and development expenditures beginning in 2022. Prior to 2022, the Company had been expensing these costs as incurred for tax purposes. The capitalization of the research and development expenditures resulted in a new deferred tax asset of $16.9 million in 2022, and which was offset by a valuation allowance, resulting in no significant impact to income tax expense for the year ended December 31, 2022. ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely and, accordingly, has provided a valuation allowance for fiscal years 2023 and 2022. The valuation allowance increased by $21.3 million during the year ended December 31, 2023. As of December 31, 2023, the Company has federal and state net operating loss carryforwards of $166.3 million and $202.4 million, respectively. Federal net operating losses generated prior to 2018 will start to expire in 2032. Federal net operating losses generated after 2017 do not expire. The state net operating losses will begin to expire in 2027. The Company also has federal and state research and development tax credit carryforwards totaling $2.9 million and $28 thousand, respectively. The federal research and development credit carryforwards begin to expire in 2039, unless previously utilized. The state research and development credit carryforwards do not expire. The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate as follows: Years Ended December 31, 2023 2022 Federal statutory tax rate 21.0 % 21.0 % State tax, net of federal tax benefit 6.8 7.2 Stock compensation (1.9) (0.2) Non-deductible officer compensation 0.8 (1.4) Warrant liabilities revaluation 0.6 6.6 Earnout Shares liabilities revaluation — 0.4 Permanent differences (0.1) 0.1 Research and development tax credits 0.5 0.8 Other (0.1) 0.1 Valuation allowance (27.6) (34.6) Effective tax rate — % — % The changes in the Company's uncertain tax positions are summarized as follows (in thousands): Balance as of December 31, 2021 $ 292 Additions related to prior year — Additions related to current year 613 Balance as of December 31, 2022 905 Additions related to prior year 170 Additions related to current year 382 Balance as of December 31, 2023 $ 1,457 During the years ended December 31, 2023 and 2022, the Company recognized uncertain tax positions of $382 thousand and $613 thousand, respectively, related to a reduction of the research and development credit deferred tax asset. Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business. The Company does not expect a material change to its unrecognized tax benefits over the next twelve months that would have an adverse effect on its operating results. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company had no accrued interest or penalties related to uncertain tax positions as of 2023 and 2022. The Company files federal and certain state income tax returns, which provide varying statutes of limitations on assessments. However, because of net operating loss carryforwards, substantially all tax years since inception remain open to federal and state tax examination. Utilization of net operating losses and research and development credit carryforwards may be subject to annual limitations due to ownership changes that have occurred or that could occur in the future, as required by Sections 382 and 383 of the Code, as well as similar state provisions. These ownership changes may limit the amount of net operating losses and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of outstanding stock of a company by certain stockholders. Due to the existence of the valuation allowance, limitations created by past ownership changes, if any, will not impact its effective tax rate. |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Government Assistance [Abstract] | |
GOVERNMENT GRANTS | GOVERNMENT GRANTS Inflation Reduction Act of 2022 (“IRA”) On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law. The IRA has significant economic incentives for both energy storage customers and manufacturers for projects placed in service after December 31, 2022. Starting in 2023, there are Production Tax Credits under Internal Revenue Code 45X, that can be claimed on battery components manufactured in the U.S. and sold to U.S. or foreign customers. The tax credits available to manufacturers include a credit for ten percent of the cost incurred to make electrode active materials in addition to credits of $35 per kWh of capacity of battery cells and $10 per kWh of capacity of battery modules. The credits are cumulative, meaning that companies will be able to claim each of the available tax credits based on the battery components produced and sold through 2029, after which the PTC will begin to gradually phase down through 2032. Since the PTC is a refundable credit (i.e., a credit with a direct-pay option available), the PTC is outside the scope of ASC 740, Income Taxes (“ASC 740”). Therefore, the Company accounts for the PTC under a government grant model. GAAP does not address the accounting for government grants received by a business entity that are outside the scope of ASC 740. The Company’s accounting policy is to analogize to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance , under IFRS Accounting Standards. Under IAS 20, once it is reasonably assured that the entity will comply with the conditions of the grant, the grant money should be recognized on a systematic basis over the periods in which the entity recognizes the related expenses or losses for which the grant money is intended to compensate. The Company recognizes grants once it is probable that both of the following conditions will be met: (1) the Company is eligible to receive the grant and (2) the Company is able to comply with the relevant conditions of the grant. The PTC is recorded as the applicable items are produced and sold. For the year ended December 31, 2023, the Company recognized PTC of $824 thousand as a reduction of cost of revenue other current assets |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE Disaggregated Revenue The following table presents the Company’s revenue, disaggregated by source (in thousands): Year Ended December 31, 2023 2022 Product revenue $ 5,103 $ 803 Service revenue 183 91 Other revenue 2,254 — Total revenue $ 7,540 $ 894 The majority of the Company’s revenue is derived from the product sales of energy storage systems. During 2023 other revenue included engineering services the Company performed in support of a customer project site and revenue earned for services performed to date under project contracts that were ultimately terminated. See Note 2, Significant Accounting Policies for further information regarding revenue recognition. Contract Balances Contract assets relate to unbilled amounts resulting from contract arrangements in which the related revenue recognition performance obligations have been satisfied, however invoicing to the customer has not yet occurred. Deferred revenue (or contract liabilities) relates to consideration received from customers in advance of the Company satisfying the revenue recognition performance obligations under the related contractual arrangements. Contract balances are reported in a net contract asset or deferred revenue liability position on a contract-by-contract basis at the end of each reporting period. Contract assets are included in prepaid expenses and other current assets and deferred revenue is presented separately on the consolidated balance sheets. The following table provides information about contract assets and deferred revenue from contracts with customers (in thousands): December 31, 2023 December 31, 2022 Contract assets $ 253 11 Deferred revenue 20,781 8,610 Contract assets increased by $242 thousand during the year ended December 31, 2023 due to the recognition of revenues for which invoicing had not yet occurred. Deferred revenue increased by $12.2 million during the year ended December 31, 2023, reflecting $19.0 million in customer advance payments, offset by the recognition of $6.3 million of revenue that was included in the deferred revenue balance at the beginning of the period, $506 thousand of deposits returned to customers, and $244 thousand of reclassifications to accrued and other current liabilities due to changes in the estimation of variable consideration. Deferred revenue of $2.5 million is expected to be recognized within the next 12 months and non-current deferred revenue of $18.2 million is expected to be recognized thereafter. |
DEFINED CONTRIBUTION PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
DEFINED CONTRIBUTION PLAN | DEFINED CONTRIBUTION PLAN |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the year ended December 31, 2023, the Company recognized revenue of $33 thousand for the sale of extended warranty services and reimbursable shipping and freight costs to related parties. During the year ended December 31, 2022, the Company recognized recorded revenue of $284 thousand for sales of energy storage systems and extended warranty services to related parties. As of December 31, 2023, the Company had recorded deferred revenue of $1 thousand for sales of extended warranty services to related parties and $29 thousand of outstanding accounts receivable from related parties. As of December 31, 2022, the Company had recorded deferred revenue of $5 thousand for sales of energy storage systems to related parties. Effective September 21, 2023, Honeywell became a related party as a result of the common stock and common stock warrants issued as described in Note 12, Common Stock Warrants . As of December 31, 2023, the Company recorded a non-refundable deposit for future equipment purchases by Honeywell of $15.0 million in deferred revenue, with $600 thousand in current deferred revenue and $14.4 million in non-current deferred revenue, and an asset of $736 thousand for the value of the initial Performance Warrant issued to Honeywell within other non-current assets on the consolidated balance sheets. The value of the initial Performance Warrant will be recognized as an offset to revenue in the period in which revenue is earned. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 (in thousands, except share and per share data): 2023 2022 Numerator: Net loss attributable to common stockholders $ (77,578) $ (77,969) Denominator: Weighted-average shares outstanding – basic and diluted 159,958,645 152,676,155 Net loss per share – basic and diluted $ (0.48) $ (0.51) Due to the net losses for the years ended December 31, 2023 and 2022, basic and diluted net loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive. The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: 2023 2022 Stock options 2,598,382 3,223,109 RSUs 13,162,368 6,346,955 Warrants 29,151,075 11,473,727 Total 44,911,825 21,043,791 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (77,578) | $ (77,969) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Risks and Uncertainties | Risks and Uncertainties —The Company is subject to a number of risks associated with companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital and financing to fund operations, competition from substitute products and services from larger companies, legal protection of proprietary technology, patent litigation, dependence on key individuals, and risks associated with changes in information technology. |
Concentration of Credit Risk | Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and restricted cash. The Company’s cash and cash equivalents include cash in bank accounts, money market funds, and investments with a maturity of three months or less at the date of purchase. The Company’s restricted cash includes a certificate of deposit, collateral associated with a standby letter of credit, and a performance and payment bond. Deposits held with banks may exceed the amount of insurance provided on such deposits. |
Segment Information | Segment Information —The Company has determined that its Chief Executive Officer (“CEO”) is its chief operating decision maker. The CEO reviews financial information for purposes of assessing performance and making decisions on how to allocate resources. The Company has determined that it operates in a single reportable segment. Substantially all of the Company’s operations and long-lived assets were attributable to operations in the United States as of December 31, 2023 and 2022. |
Use of Estimates | Use of Estimates —The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies as of the date of the financial statements and the reported amounts of expenses during the reporting periods. Such estimates relate to, but are not limited to, inventory valuation, product warranty liabilities, standalone selling prices, the fair value of the Company’s investments and warrant liabilities, the |
Reclassifications | Reclassifications —Certain prior year amounts have been reclassified to conform with current year presentation. These reclassifications had no effect on the reported results of operations. |
Restricted Cash | Restricted Cash — Restricted cash is required as collateral for certain of the Company’s lease agreements and contractual supply and service arrangements. Restricted cash includes a certificate of deposit for the Company’s lease agreements, collateral associated with a standby letter of credit issued to a customer, and a performance and payment bond for the Company’s supply and service arrangements. The certificate of deposit and bond are recorded at carrying value, which approximates fair value. Restricted cash amounts are reported in the consolidated balance sheets as current or non-current depending on when the cash will be contractually released. |
Accounts Receivable, Net | Accounts Receivable, Net —The Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded in the allowance for expected credit losses which is included in accounts receivable, net in the consolidated balance sheets. The Company had no allowance for expected credit losses recorded at either December 31, 2023 or 2022. |
Inventory | Inventory —As of the Transition Date, inventory consists of raw materials, work in progress, and finished goods, and is stated on a first-in, first-out basis at the lower of cost or net realizable value. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The Company periodically makes judgments and estimates regarding the future utility and carrying value of inventory. When inventory is adjusted to its net realizable value, a new cost basis is established and such cost is not adjusted for any potential recovery. Obsolete inventories are written off to cost of revenue. Should the Company’s estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in the Company’s estimates may result in a material charge to its reported financial results. |
Property and Equipment, Net | Property and Equipment, Net —Property and equipment are stated at cost, net of depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which range from three The Company evaluates the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The Company assesses the alternative use of an asset, the condition of the asset and the current market demand to determine if an asset is impaired. No impairment loss was recognized during the years ended December 31, 2023 and 2022. |
Intangible Assets, Net | Intangible Assets, Net —Intangible assets are stated at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their expected useful lives. |
Investments | Investments —Investments consist primarily of U.S. Treasury securities, U.S. agency securities, and commercial paper and are classified as trading securities as they are bought and held principally for the purpose of selling them in the near term. Trading securities are carried on the consolidated balance sheets at fair value. Unrealized gains and losses on trading securities are included in other income (expense), net in the consolidated statements of operations and comprehensive loss. |
Revenue Recognition | Revenue Recognition —Revenue is primarily earned from the sale, installation and commissioning of energy storage systems and is derived from customer contracts. Revenue is recognized in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring the promised goods and/or services to the customer, when or as the Company’s performance obligations are satisfied, which includes estimates for variable consideration (e.g., liquidated damages). For product sales of energy storage systems, the Company’s performance obligations are satisfied at the point in time when the customer obtains control of the system, based primarily on shipping terms within individual customer contracts, unless specific customer acceptance criteria must be met, in which case revenue is deferred until customer acceptance has been received. No right of return exists on sales of energy storage systems. Performance obligations for services, including the optional extended warranty and ongoing operations and maintenance program provided to customers, are satisfied over time as the respective services are performed. The transaction price of the underlying customer agreement is allocated to each performance obligation based on its relative standalone selling price. When the standalone selling price is not directly observable, revenue is determined based on an estimate of selling price using the observable market price that the good or service sells for separately in similar circumstances and to similar customers, and/or an expected cost plus margin approach when the observable selling price of a good or services is not known and is either highly variable or uncertain. The Company invoices customers in accordance with customer agreements, which in certain circumstances may be in advance of recognizing revenue if the Company has not satisfied the associated performance obligations. Payment terms generally include advance payments to reserve capacity and/or upon issuance of the customer’s purchase order with the remainder due upon the achievement of various milestones including but not limited to shipment readiness, delivery, commissioning of the system, and completion of final site testing. Advanced customer payments and unsatisfied performance obligations are recognized as deferred revenue in the consolidated balance sheets. Sales tax collected from customers is recorded on a net basis and therefore, not included in revenue. Sales tax is recorded as a liability until remitted to governmental authorities. Shipping and handling, freight costs and other reimbursable costs are accounted for as fulfillment activities and included in revenue. |
Cost of Revenue | Cost of Revenue —As of the Transition Date, cost of revenue includes the cost of the energy storage systems delivered, installed and commissioned during the year. It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs of tooling and machinery, adjustments to warranty expense, LCNRV charges, unfulfilled noncancellable purchase commitment expense, shipping and logistics costs, and provisions for excess and obsolete inventory. Additionally, cost of revenue benefits from production credits earned. |
Product Warranties | Product Warranties —Warranty obligations are incurred in connection with the sale of the Company’s products. The Company generally provides a standard warranty for a period of one year and an optional extended warranty. The standard warranty is accounted for as an assurance-type warranty, which provides customers with assurance that the product complies with agreed-upon specifications and does not represent a separate performance obligation. The extended warranty is considered a service-type warranty which is a distinct service and a portion of the transaction price is allocated to that performance obligation. Costs to provide for standard warranty obligations are estimated and recorded as a liability at the time revenue is recognized on the sale of the energy storage system. Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, which is based on various factors, including the use of actual claim data to date. Initial accruals and adjustments to warranty reserves were recorded to research and development expenses when the Company was in the research and development phase and are now recorded to cost of revenue following the transition to commercial inventory accounting as of the Transition Date. |
Sales and Marketing | Sales and Marketing —Sales and marketing expenses consist primarily of salaries, benefits and stock-based compensation for marketing and sales personnel and related support teams. To a lesser extent, sales and marketing expenses also include professional services costs, travel costs, and trade show sponsorships and participation. Advertising costs are expensed as incurred. |
Research and Development | Research and Development —Research and development costs are expensed as incurred and, as of the Transition Date, consist of materials, supplies, personnel-related expenses, allocated facilities costs, consulting services and other direct expenses. Personnel-related expenses consist of salaries, benefits and stock-based compensation. Substantially all of the Company’s research and development expenses are related to improving existing products and developing new products and related technologies. Prior to the Transition Date, research and development costs also included direct product development material costs, including freight charges, and product development personnel-related expenses, warranty-related costs, depreciation charges, overhead related costs, consulting services, and other direct expenses. The Company receives funding from federal agencies for research and development activities related to its products. Under certain circumstances, up to the entire amount of funding may need to be repaid to the grantor in the form of a success fee in future periods if the Company monetized the results of the activities funded by the grantor. The portion of such funding the Company may be required to pay in certain circumstances is recorded in accrued and other current liabilities in the consolidated balance sheets and was $452 thousand as of December 31, 2022. |
General and Administrative | General and Administrative —General and administrative expenses consist of personnel-related expenses for the Company’s corporate, executive, finance, legal, and other administrative functions, as well as expenses for outside professional services and insurance costs. Personnel-related expenses consist of salaries, benefits and stock-based compensation. To a lesser extent, general and administrative expenses include depreciation and other allocated costs, such as facility-related expenses and supplies. |
Stock-Based Compensation | Stock-Based Compensation — The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The compensation expense related to stock-based awards with performance conditions is recognized over the requisite service period when achievement of the performance conditions is probable. The compensation expense related to stock-based awards with market conditions is recognized on an accelerated attribution basis over the requisite service period identified as the derived service period over which the market conditions are expected to be achieved, and is not reversed if the market condition is not satisfied. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily stock options and RSUs. The fair value of each stock option granted is estimated using the Black-Scholes Merton option-pricing model using the single-option award approach. The following assumptions are used in the Black-Scholes Merton option-pricing model: Risk-Free Interest Rate —The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon bonds issued with a term that is equal to the option’s expected term at the grant date. Expected Volatility —The Company estimates the volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. Expected Term —The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards. Dividend Yield —The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. |
Income Taxes | Income Taxes —The Company accounts for income taxes under the asset and liability method. Under this method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using tax rates expected to be in effect during the years in which the bases differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statement of operations and comprehensive loss in the period that includes the enactment date. ASC 740, Accounting for Income Taxes (“ASC 740”), requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely and, accordingly, has provided a full valuation allowance for these tax benefits for the years ended December 31, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. |
Net Loss Per Share | Net Loss Per Share —The Company will use the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. Under this method, net earnings are reduced by the amount of dividends declared in the current period for common stockholders and participating security holders. The remaining earnings or “undistributed earnings” are allocated between common stock and participating securities to the extent that each security may share in earnings as if all the earnings for the period had been distributed. Once calculated, the earnings per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during each year presented. Diluted loss attributable to common stockholders per common share has been computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding plus the dilutive effect of outstanding options, warrants, and restricted stock units (“RSUs”) during the respective periods. In cases where the Company has a net loss, no dilutive effect is shown as options, warrants, and RSUs become anti-dilutive. |
Fair Value | Fair Value —The Company follows ASC 820, Fair Value Measurements (“ASC 820”) , which establishes a common definition of fair value to be applied when U.S. GAAP requires the use of fair value, establishes a framework for measuring fair value, and requires certain disclosures about such fair value measurements. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities to which the Company has access at a measurement date. Level 2: Observable inputs other than Level 1 quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs for which little or no market data exists and for which the Company must develop its own assumptions regarding the assumptions that market participants would use in pricing the asset or liability, including assumptions regarding risk. Because of the uncertainties inherent in the valuation of assets or liabilities for which there are no observable inputs, those estimated fair values may differ significantly from the values that may have been used had a ready market for the assets or liabilities existed. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Emerging Growth Company | Emerging Growth Company —Pursuant to the JOBS Act of 2012, Section 102(b)(1), an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by the FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. The Company has elected to use the extended transition period for complying with any new or revised financial accounting standards. As a result, the Company’s consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective date for new or revised accounting standards that are applicable to public companies. The Company also intends to continue to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as the Company qualifies as an emerging growth company. |
Recent Accounting Pronouncements and Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the chief operating decision maker when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the effect that the adoption of this ASU may have on the Company’s disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires greater disaggregation of income tax disclosures primarily on the income tax rate reconciliation and income taxes paid. This authoritative guidance will be effective for the Company starting in fiscal year ending December 31, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new standard on the Company's disclosures. Recently Adopted Accounting Pronouncements —On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model, which will result in earlier recognition of credit losses. The adoption did not result in a material impact to the Company’s consolidated financial statements or related disclosures. In future periods, as revenue and accounts receivable increase, ASU 2016-13 could have a material impact on its consolidated financial statements. |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following (in thousands): December 31, 2023 December 31, 2022 Raw materials $ 7,740 $ — Work in process 1,236 — Finished goods 5,685 — Inventory, gross $ 14,661 $ — Net realizable value adjustment (11,295) — Inventory $ 3,366 $ — |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 December 31, 2022 Insurance $ 521 $ 2,033 Vendor advances 936 3,147 Grants receivable 824 — IT related 401 390 Contract assets 253 — Other 370 87 Total prepaid expenses and other current assets $ 3,305 $ 5,657 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consist of the following (in thousands): December 31, 2023 December 31, 2022 Machinery and equipment $ 17,669 $ 13,699 Furniture and fixtures 184 184 Leasehold improvements 3,232 3,115 Software 183 183 Construction in process 4,279 3,230 Total property and equipment 25,547 20,411 Less: accumulated depreciation (9,281) (2,841) Total property and equipment, net $ 16,266 $ 17,570 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net, consisted of the following (in thousands): December 31, 2023 December 31, 2022 Patents $ 4,990 $ — Less: accumulated depreciation (67) — Intangible assets, net $ 4,923 $ — |
Schedule of Intangible Assets, Estimated Future Amortization Expense | Estimated future amortization expense of intangible assets as of December 31, 2023 are as follows (in thousands): 2024 $ 267 2025 267 2026 267 2027 267 2028 267 Thereafter 3,588 Total future amortization $ 4,923 |
ACCRUED AND OTHER CURRENT LIA_2
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): December 31, 2023 December 31, 2022 Payroll and related benefits $ 5,681 $ 2,948 Materials and related purchases 2,083 6,892 Professional and consulting fees 802 1,011 Amounts due to customers 545 770 Accrued capital purchases 327 1,093 Noncancellable purchase commitments 637 — Other 680 1,411 Total accrued and other current liabilities $ 10,755 $ 14,125 |
ACCRUED PRODUCT WARRANTIES (Tab
ACCRUED PRODUCT WARRANTIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Activity | The following table summarizes product warranty activity (in thousands): Year Ended December 31, 2023 2022 Accrued product warranties - beginning of period $ 1,643 $ — Accruals for warranties issued 3,412 2,612 Repairs and replacements (1,416) (969) Adjustments to existing accruals (1,510) — Accrued product warranties - end of period $ 2,129 $ 1,643 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Liability Maturities | As of December 31, 2023, future maturities of lease liabilities are as follows (in thousands): Operating Leases 2024 $ 1,720 2025 983 Thereafter — Total minimum lease payments $ 2,703 Less: imputed interest (165) Present value of lease liabilities $ 2,538 |
Schedule of Lease Costs | Weighted-average remaining lease term and discount rate are as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (in years) 1.7 2.6 Weighted-average discount rate 7.5 % 7.5 % |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Borrowings consist of the following (in thousands): December 31, 2023 December 31, 2022 Total notes payable $ — $ 1,915 Less current portion of notes payable — 1,600 Notes payable, non-current $ — $ 315 |
COMMON STOCK WARRANTS (Tables)
COMMON STOCK WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Warrant Activity | Common stock warrant balances consist of the following: December 31, 2023 December 31, 2022 Public Warrants outstanding 11,461,227 7,377,893 Private Warrants outstanding: Other Private Warrants outstanding — 3,500,000 Earnout Warrants outstanding — 583,334 SMUD Warrant outstanding 12,500 12,500 Honeywell Warrants outstanding: Investment Warrant outstanding 10,631,633 — IP Warrant outstanding 6,269,955 — Performance Warrants outstanding 775,760 — Total common stock warrants 29,151,075 11,473,727 The table below shows the common stock warrant activities during the year ended December 31, 2023: December 31, 2022 Issued Exercised Converted (1) December 31, 2023 Earnout Warrants 583,334 — — (583,334) — Private Warrants (excluding Earnout Warrants) 3,500,000 — — (3,500,000) — Public Warrants 7,377,893 — — 4,083,334 11,461,227 SMUD Warrant 12,500 — — — 12,500 Investment Warrant — 10,631,633 — — 10,631,633 IP Warrant — 6,269,955 — — 6,269,955 Performance Warrants — 775,760 — — 775,760 Total common stock warrants 11,473,727 17,677,348 — — 29,151,075 (1) In accordance with the terms of the Warrant Agreement, dated September 16, 2020, by and between STWO and Continental Stock Transfer & Trust Company (“Continental”), as amended by the Assignment, Assumption and Agreement, dated October 8, 2021, by and among the Company, STWO, Continental and Computershare Trust Company, N.A. (as amended, the “Warrant Agreement”), the Private Warrants, including the Earnout Warrants, automatically converted on a 1:1 basis into Public Warrants upon the transfer of such warrants by the initial holder to a third party during the fourth quarter of 2023. The table below shows the common stock warrant activities during the year ended December 31, 2022: December 31, 2021 Issued Exercised December 31, 2022 Earnout Warrants 583,334 — — 583,334 Private Warrants (excluding Earnout Warrants) 3,500,000 — — 3,500,000 Public Warrants 7,377,913 — 20 7,377,893 SMUD Warrant — 12,500 — 12,500 Total common stock warrants 11,461,247 12,500 20 11,473,727 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | The following table presents the amount of stock-based compensation related to stock-based awards issued to employees on the Company’s consolidated statements of operations and comprehensive loss during the years ended December 31, 2023 and 2022 (in thousands): 2023 2022 Cost of revenue $ 1,753 $ — Research and development 2,696 2,856 Sales and marketing 816 456 General and administrative 5,370 8,577 Total stock-based compensation $ 10,635 $ 11,889 |
Schedule of Share-based Payment Arrangement, Option, Activity | Stock option and RSU activity, prices, and values during the years ended December 31, 2023 and 2022 are as follows (in thousands, except for share, per share, and contractual term data): Options Outstanding RSUs Number of Weighted Weighted Aggregate Number of plan shares outstanding Weighted average Balances as of December 31, 2022 3,223,109 $ 1.01 7.39 $ 4,583 6,346,955 $ 6.10 Options and RSUs granted 378,110 1.51 11,581,684 1.21 Options exercised and RSUs released (703,550) 0.34 (2,892,339) 3.42 Options and RSUs forfeited (299,287) 0.46 (1,873,932) 3.31 Balances as of December 31, 2023 2,598,382 $ 1.33 6.25 $ 1,422 13,162,368 $ 2.79 Options vested and exercisable - December 31, 2022 1,947,123 $ 0.76 7.06 $ 3,244 Options vested and exercisable - December 31, 2023 1,775,256 $ 1.10 5.62 $ 1,198 |
Schedule of Share-based Payment Arrangement, Restricted Stock Unit, Activity | Stock option and RSU activity, prices, and values during the years ended December 31, 2023 and 2022 are as follows (in thousands, except for share, per share, and contractual term data): Options Outstanding RSUs Number of Weighted Weighted Aggregate Number of plan shares outstanding Weighted average Balances as of December 31, 2022 3,223,109 $ 1.01 7.39 $ 4,583 6,346,955 $ 6.10 Options and RSUs granted 378,110 1.51 11,581,684 1.21 Options exercised and RSUs released (703,550) 0.34 (2,892,339) 3.42 Options and RSUs forfeited (299,287) 0.46 (1,873,932) 3.31 Balances as of December 31, 2023 2,598,382 $ 1.33 6.25 $ 1,422 13,162,368 $ 2.79 Options vested and exercisable - December 31, 2022 1,947,123 $ 0.76 7.06 $ 3,244 Options vested and exercisable - December 31, 2023 1,775,256 $ 1.10 5.62 $ 1,198 |
Schedule of Valuation Assumptions | In accordance with ASC 718, the fair value of each option grant has been estimated as of the date of grant using the following weighted average assumptions: 2023 2022 Risk-free rate 4.38 % 1.64 % Expected volatility 87.08 % 73.95 % Expected term 6 years 6 years Expected dividends — — |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following tables present the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis (in thousands): December 31, 2023 Cash Equivalents and Restricted Cash Short-Term Investments Total Assets at Fair Value Level 1: Money market funds $ 10,126 $ — $ 10,126 U.S. Treasury securities — 54,681 54,681 Total Level 1 10,126 54,681 64,807 Level 2: Certificate of deposit 77 — 77 U.S. agency securities — 12,447 12,447 Commercial paper 9,353 20,771 30,124 Total Level 2 9,430 33,218 42,648 Total assets measured at fair value $ 19,556 $ 87,899 $ 107,455 December 31, 2022 Cash Equivalents and Restricted Cash Short-Term Investments Total Assets at Fair Value Level 1: Money market funds $ 27,993 $ — $ 27,993 U.S. Treasury securities — 19,944 19,944 Total Level 1 27,993 19,944 47,937 Level 2: Certificate of deposit 75 — 75 U.S. agency securities — 55,319 55,319 Commercial paper 5,972 29,784 35,756 Total Level 2 6,047 85,103 91,150 Total assets measured at fair value $ 34,040 $ 105,047 $ 139,087 The following tables present the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public common stock warrants 917 — — 917 Total liabilities measured at fair value $ 917 $ — $ — $ 917 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Earnout warrant liabilities $ — $ 163 $ — $ 163 Public common stock warrants 2,066 — — 2,066 Private common stock warrants — 980 — 980 Total liabilities measured at fair value $ 2,066 $ 1,143 $ — $ 3,209 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating losses $ 46,616 $ 34,454 Tax credit carryforward 1,454 909 Equity compensation 1,560 737 Capitalized research and development expenses 19,644 16,946 Inventory reserve 3,159 — Deferred revenue 1,002 — Other 2,761 2,153 Total deferred tax assets 76,196 55,199 Valuation allowance (75,590) (54,261) Deferred tax assets, net of valuation allowance 606 938 Deferred tax liabilities: Right-of-use assets (606) (938) Net deferred tax $ — $ — |
Schedule of Provision for Income Taxes | The effective tax rate of the Company’s provision for income taxes differs from the federal statutory rate as follows: Years Ended December 31, 2023 2022 Federal statutory tax rate 21.0 % 21.0 % State tax, net of federal tax benefit 6.8 7.2 Stock compensation (1.9) (0.2) Non-deductible officer compensation 0.8 (1.4) Warrant liabilities revaluation 0.6 6.6 Earnout Shares liabilities revaluation — 0.4 Permanent differences (0.1) 0.1 Research and development tax credits 0.5 0.8 Other (0.1) 0.1 Valuation allowance (27.6) (34.6) Effective tax rate — % — % |
Schedule of Uncertain Tax Positions | The changes in the Company's uncertain tax positions are summarized as follows (in thousands): Balance as of December 31, 2021 $ 292 Additions related to prior year — Additions related to current year 613 Balance as of December 31, 2022 905 Additions related to prior year 170 Additions related to current year 382 Balance as of December 31, 2023 $ 1,457 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Source | The following table presents the Company’s revenue, disaggregated by source (in thousands): Year Ended December 31, 2023 2022 Product revenue $ 5,103 $ 803 Service revenue 183 91 Other revenue 2,254 — Total revenue $ 7,540 $ 894 |
Schedule of Deferred Revenue | The following table provides information about contract assets and deferred revenue from contracts with customers (in thousands): December 31, 2023 December 31, 2022 Contract assets $ 253 11 Deferred revenue 20,781 8,610 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Attributable to Common Shareholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022 (in thousands, except share and per share data): 2023 2022 Numerator: Net loss attributable to common stockholders $ (77,578) $ (77,969) Denominator: Weighted-average shares outstanding – basic and diluted 159,958,645 152,676,155 Net loss per share – basic and diluted $ (0.48) $ (0.51) |
Schedule of Securities Excluded from Calculation of Diluted Weighted-Average Common Shares Outstanding | The following outstanding balances of common share equivalent securities have been excluded from the calculation of diluted weighted-average common shares outstanding because the effect is anti-dilutive for the periods presented: 2023 2022 Stock options 2,598,382 3,223,109 RSUs 13,162,368 6,346,955 Warrants 29,151,075 11,473,727 Total 44,911,825 21,043,791 |
DESCRITPION OF BUSINESS, BASI_2
DESCRITPION OF BUSINESS, BASIS OF PRESENTATION AND RISKS AND UNCERTAINTIES (Details) | 12 Months Ended |
Dec. 31, 2023 h | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Battery, flexible energy capacity, minimum | 4 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Impairment recognized | $ 0 | $ 0 |
Research and development grant refund liability | 452,000 | |
Accrued interest and penalties related to uncertain tax positions | $ 0 | $ 0 |
Stock options | ||
Significant Accounting Policies [Line Items] | ||
Expected dividends | 0% | 0% |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful live of assets | 3 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful live of assets | 7 years |
INVENTORY - Schedule of Invento
INVENTORY - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,740 | $ 0 |
Work in process | 1,236 | 0 |
Finished goods | 5,685 | 0 |
Inventory, gross | 14,661 | 0 |
Net realizable value adjustment | (11,295) | 0 |
Inventory | $ 3,366 | $ 0 |
INVENTORY - Narrative (Details)
INVENTORY - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Charge to reflect the LCNRV of inventory | $ 11,300,000 | $ 0 |
Firm purchase commitment loss | $ 637,000 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance | $ 521 | $ 2,033 |
Vendor advances | 936 | 3,147 |
Grants receivable | 824 | 0 |
IT related | 401 | 390 |
Contract assets | 253 | 0 |
Other | 370 | 87 |
Total prepaid expenses and other current assets | $ 3,305 | $ 5,657 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 25,547 | $ 20,411 |
Less: accumulated depreciation | (9,281) | (2,841) |
Total property and equipment, net | 16,266 | 17,570 |
Depreciation expense | 6,400 | 1,500 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 17,669 | 13,699 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 184 | 184 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,232 | 3,115 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 183 | 183 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 4,279 | $ 3,230 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 67 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 5,000 | |
Intangible asset, useful life (in years) | 19 years |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Less: accumulated depreciation | $ (67) | $ 0 |
Intangible assets, net | 4,923 | 0 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $ 4,990 | $ 0 |
INTANGIBLE ASSETS, NET - Sche_2
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets, Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 267 |
2025 | 267 |
2026 | 267 |
2027 | 267 |
2028 | 267 |
Thereafter | 3,588 |
Total future amortization | $ 4,923 |
ACCRUED AND OTHER CURRENT LIA_3
ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and related benefits | $ 5,681 | $ 2,948 |
Materials and related purchases | 2,083 | 6,892 |
Professional and consulting fees | 802 | 1,011 |
Amounts due to customers | 545 | 770 |
Accrued capital purchases | 327 | 1,093 |
Noncancellable purchase commitments | 637 | 0 |
Other | 680 | 1,411 |
Total accrued and other current liabilities | $ 10,755 | $ 14,125 |
ACCRUED PRODUCT WARRANTIES (Det
ACCRUED PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Product warranties at beginning of period | $ 1,643 | $ 0 |
Accruals for warranties issued | 3,412 | 2,612 |
Repairs and replacements | (1,416) | (969) |
Adjustments to existing accruals | (1,510) | 0 |
Product warranties at end of period | $ 2,129 | $ 1,643 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Renewal term | 60 months | |
Operating lease cost | $ 1,500 | $ 1,500 |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating and Financing Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 1,720 |
2025 | 983 |
Thereafter | 0 |
Total minimum lease payments | 2,703 |
Less: imputed interest | (165) |
Present value of lease liabilities | $ 2,538 |
LEASES - Lease Term and Discoun
LEASES - Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 1 year 8 months 12 days | 2 years 7 months 6 days |
Weighted-average discount rate | 7.50% | 7.50% |
BORROWINGS - Schedule of Borrow
BORROWINGS - Schedule of Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Total notes payable | $ 0 | $ 1,915 |
Less current portion of notes payable | 0 | 1,600 |
Notes payable, non-current | $ 0 | $ 315 |
BORROWINGS - Narrative (Details
BORROWINGS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 07, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Total notes payable | $ 1,915 | $ 0 | |
First Citizens Bank | |||
Debt Instrument [Line Items] | |||
Repay of outstanding notes payable | $ 1,000 | ||
Final payment due | $ 200 | ||
Notes payable | |||
Debt Instrument [Line Items] | |||
Total notes payable | $ 1,900 | ||
Notes payable | Prime | |||
Debt Instrument [Line Items] | |||
Spread on interest rate | 0.50% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 09, 2023 | Sep. 01, 2022 | |
Other Commitments [Line Items] | |||||
Restricted certificate of deposit | $ 75,000 | ||||
Research and development | $ 42,632,000 | 71,979,000 | |||
UOP | Joint Development Agreement | |||||
Other Commitments [Line Items] | |||||
Research and development | $ 8,000,000 | ||||
Noncancellable agreement | |||||
Other Commitments [Line Items] | |||||
Noncancelable purchase commitments | 637,000 | 1,600,000 | |||
Cancellable agreement | |||||
Other Commitments [Line Items] | |||||
Noncancelable purchase commitments | 7,700,000 | 14,900,000 | |||
Letter of credit | First Republic Bank | |||||
Other Commitments [Line Items] | |||||
Standby letter of credit | 725,000 | ||||
Draws against letter of credit | 0 | $ 0 | |||
Letter of credit | CitiBank N.A | |||||
Other Commitments [Line Items] | |||||
Standby letter of credit | $ 600,000 | ||||
Draws against letter of credit | 0 | ||||
Letter of credit | CitiBank N.A | Asset pledged as collateral | |||||
Other Commitments [Line Items] | |||||
Amounts pledged as collateral | 600,000 | ||||
Letter of credit | First Citizens BancShares | |||||
Other Commitments [Line Items] | |||||
Standby letter of credit | $ 200,000 | ||||
Draws against letter of credit | 0 | ||||
Letter of credit | First Citizens BancShares | Asset pledged as collateral | |||||
Other Commitments [Line Items] | |||||
Amounts pledged as collateral | $ 200,000 |
COMMON STOCK WARRANTS - Schedul
COMMON STOCK WARRANTS - Schedule of Common Stock Warrant Balances (Details) | 12 Months Ended | |||
Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Oct. 08, 2021 shares | |
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 29,151,075 | 11,473,727 | 11,461,247 | |
Stock split, conversion ratio | 1 | |||
Public common stock warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 11,461,227 | 7,377,893 | 7,377,913 | |
Private common stock warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 0 | 3,500,000 | 3,500,000 | 4,083,334 |
Earnout Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 0 | 583,334 | 583,334 | |
SMUD Warrant outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 12,500 | 12,500 | 0 | |
Investment Warrant outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 10,631,633 | 0 | ||
IP Warrant outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 6,269,955 | 0 | ||
Performance Warrants outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants (in shares) | 775,760 | 0 |
COMMON STOCK WARRANTS - Narrati
COMMON STOCK WARRANTS - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Sep. 21, 2023 USD ($) tradingDay $ / shares shares | Oct. 08, 2021 shares | Sep. 21, 2020 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 16, 2022 $ / shares shares | Dec. 31, 2021 shares | Nov. 09, 2021 shares | |
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 29,151,075 | 11,473,727 | 11,461,247 | |||||
Warrants issued (in shares) | 17,677,348 | 12,500 | ||||||
Net decrease (increase) to warrant liabilities | $ | $ (2,292) | $ (25,788) | ||||||
Number of shares with vesting conditions met (in shares) | 12,500 | |||||||
Proceeds from issuance of common stock and common stock warrants, net of issuance costs | $ | $ 27,132 | $ 0 | ||||||
Redemption two | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Price of common stock triggering redemption of warrants (in USD per share) | $ / shares | $ 10 | |||||||
Trading days triggering redemption of warrants | 20 days | |||||||
Consecutive trading day period | 30 days | |||||||
Common Stock | STWO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Price per share (in USD per share) | $ / shares | $ 11.50 | |||||||
Common Stock | Public Warrant Holders | STWO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Issuance of shares (in shares) | 1 | |||||||
Private common stock warrants | Private Placement | STWO | STWO's Sponsor | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Shares issued (in shares) | 4,666,667 | |||||||
Public common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 11,461,227 | 7,377,893 | 7,377,913 | |||||
Warrants issued (in shares) | 0 | 0 | ||||||
Public common stock warrants | STWO | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued (in shares) | 8,333,287 | |||||||
Warrants term | 5 years | |||||||
Public common stock warrants | Redemption one | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Redemption price per share (in USD per share) | $ / shares | $ 0.01 | |||||||
Price of common stock triggering redemption of warrants (in USD per share) | $ / shares | $ 18 | |||||||
Trading days triggering redemption of warrants | 20 days | |||||||
Consecutive trading day period | 30 days | |||||||
Public common stock warrants | Redemption two | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Redemption price per share (in USD per share) | $ / shares | $ 0.10 | |||||||
Private common stock warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 4,083,334 | 0 | 3,500,000 | 3,500,000 | ||||
Warrants issued (in shares) | 0 | 0 | ||||||
Warrants vested (in shares) | 3,500,000 | |||||||
Private common stock warrants | STWO's Sponsor | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants forfeited (in shares) | 583,333 | |||||||
Earnout Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 0 | 583,334 | 583,334 | |||||
Warrants issued (in shares) | 0 | 0 | ||||||
Warrants vested (in shares) | 583,334 | |||||||
Net decrease (increase) to warrant liabilities | $ | $ 2,300 | $ 25,800 | ||||||
SMUD Warrant outstanding | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 12,500 | 12,500 | 0 | |||||
Warrants issued (in shares) | 0 | 12,500 | ||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 500,000 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 4.296 | |||||||
Honeywell Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 6,269,955 | |||||||
Shares issued (in shares) | 16,491,754 | |||||||
Proceeds from issuance of common stock and common stock warrants, net of issuance costs | $ | $ 27,500 | |||||||
Honeywell Warrants | Investment Warrant outstanding | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants outstanding (in shares) | 10,631,633 | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.89 | |||||||
Honeywell Warrants | IP Warrant outstanding | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 2.90 | |||||||
Performance Warrant | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants term | 5 years | |||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 1.45 | |||||||
Proceeds from issuance of common stock and common stock warrants, net of issuance costs | $ | $ 300,000 | |||||||
Additional performance warrants | $ | $ 15,000 | |||||||
Number of trading days | tradingDay | 15 | |||||||
Performance Warrant | UOP LLC | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants term | 5 years | |||||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 775,760 | |||||||
Exchange for pre-payment of equipment | $ | $ 15,000 |
COMMON STOCK WARRANTS - Sched_2
COMMON STOCK WARRANTS - Schedule of Common Stock Warrant Activity (Details) - shares | 12 Months Ended | ||
Oct. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 11,473,727 | 11,461,247 | |
Warrants issued (in shares) | 17,677,348 | 12,500 | |
Warrants exercised (in shares) | 0 | 20 | |
Warrants exercised converted, (in shares) | 0 | ||
Warrants or rights at end of period (in shares) | 29,151,075 | 11,473,727 | |
Earnout Warrants | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 583,334 | 583,334 | |
Warrants issued (in shares) | 0 | 0 | |
Warrants exercised (in shares) | 0 | 0 | |
Warrants exercised converted, (in shares) | (583,334) | ||
Warrants or rights at end of period (in shares) | 0 | 583,334 | |
Private Warrants (excluding Earnout Warrants) | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 3,500,000 | 3,500,000 | |
Warrants issued (in shares) | 0 | 0 | |
Warrants exercised (in shares) | 0 | 0 | |
Warrants exercised converted, (in shares) | (3,500,000) | ||
Warrants or rights at end of period (in shares) | 4,083,334 | 0 | 3,500,000 |
Public Warrants | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 7,377,893 | 7,377,913 | |
Warrants issued (in shares) | 0 | 0 | |
Warrants exercised (in shares) | 0 | 20 | |
Warrants exercised converted, (in shares) | 4,083,334 | ||
Warrants or rights at end of period (in shares) | 11,461,227 | 7,377,893 | |
SMUD Warrant outstanding | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 12,500 | 0 | |
Warrants issued (in shares) | 0 | 12,500 | |
Warrants exercised (in shares) | 0 | 0 | |
Warrants exercised converted, (in shares) | 0 | ||
Warrants or rights at end of period (in shares) | 12,500 | 12,500 | |
Investment Warrant outstanding | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 0 | ||
Warrants issued (in shares) | 10,631,633 | ||
Warrants exercised (in shares) | 0 | ||
Warrants exercised converted, (in shares) | 0 | ||
Warrants or rights at end of period (in shares) | 10,631,633 | 0 | |
IP Warrant outstanding | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 0 | ||
Warrants issued (in shares) | 6,269,955 | ||
Warrants exercised (in shares) | 0 | ||
Warrants exercised converted, (in shares) | 0 | ||
Warrants or rights at end of period (in shares) | 6,269,955 | 0 | |
Performance Warrants outstanding | |||
Class of Warrant or Right [Roll Forward] | |||
Warrants or rights at beginning of period (in shares) | 0 | ||
Warrants issued (in shares) | 775,760 | ||
Warrants exercised (in shares) | 0 | ||
Warrants exercised converted, (in shares) | 0 | ||
Warrants or rights at end of period (in shares) | 775,760 | 0 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 10,635 | $ 11,889 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 1,753 | 0 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 2,696 | 2,856 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 816 | 456 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 5,370 | $ 8,577 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of potential increase of shares authorized | 5% | ||
Aggregate intrinsic value of options exercised | $ 900 | $ 2,100 | |
Unamortized stock-based compensation costs | $ 26,000 | ||
Weighted average period of recognition for unamortized stock-based compensation costs | 2 years 9 months 3 days | ||
Total stock-based compensation | $ 10,635 | $ 11,889 | |
Tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 25% | ||
Tranche two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 6.25% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average estimated fair value of options granted using Black-Scholes options pricing model (in USD per share) | $ 1.13 | $ 5.23 | |
Employee stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum employee stock purchase amount | $ 25 | ||
ESPP purchase price of common stock, percent of market price | 85% | ||
Total stock-based compensation | $ 324 | $ 270 | |
2021 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Potential increase of shares authorized (in shares) | 15,260,000 | ||
Increase in shares authorized for issuance (in shares) | 8,700,000 | ||
Shares authorized for issuance (in shares) | 26,310,000 | ||
Shares available for future grant (in shares) | 5,645,585 | ||
2021 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Share expiration period | 10 years | ||
2014 Equity Incentive Plan | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Share-based Payment Arrangement, Option and RSU Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options Outstanding | ||
Options outstanding at beginning of period (in shares) | 3,223,109 | |
Options granted (in shares) | 378,110 | |
Options exercised (in shares) | (703,550) | |
Options forfeited (in shares) | (299,287) | |
Options outstanding at end of period (in shares) | 2,598,382 | 3,223,109 |
Options vested and exercisable (in shares) | 1,775,256 | 1,947,123 |
Weighted average exercise price | ||
Weighted average exercise price of options outstanding at beginning of period (in USD per share) | $ 1.01 | |
Weighted average exercise price of options granted (in USD per share) | 1.51 | |
Weighted average exercise price of options exercised (in USD per share) | 0.34 | |
Weighted average exercise price of options forfeited (in USD per share) | 0.46 | |
Weighted average exercise price of options outstanding at end of period (in USD per share) | 1.33 | $ 1.01 |
Weighted average exercise price of options vested and exercisable (in USD per share) | $ 1.10 | $ 0.76 |
Options, Additional Disclosures | ||
Weighted average remaining contractual term of options outstanding | 6 years 3 months | 7 years 4 months 20 days |
Weighted average remaining contractual term of options vested and exercisable | 5 years 7 months 13 days | 7 years 21 days |
Aggregate intrinsic value of options outstanding | $ 1,422 | $ 4,583 |
Aggregate intrinsic value of options vested and exercisable | $ 1,198 | $ 3,244 |
RSUs | ||
RSUs | ||
Units outstanding at beginning of period (in shares) | 6,346,955 | |
Units granted (in shares) | 11,581,684 | |
Units released (in shares) | (2,892,339) | |
Units forfeited (in shares) | (1,873,932) | |
Units outstanding at end of period (in shares) | 13,162,368 | 6,346,955 |
Weighted average grant date fair value per Share | ||
Weighted average grant date fair value per share of units outstanding at beginning of period (in USD per share) | $ 6.10 | |
Weighted average grant date fair value per share of units granted (in USD per share) | 1.21 | |
Weighted average grant date fair value per share of units exercised (in USD per share) | 3.42 | |
Weighted average grant date fair value per share of units forfeited (in USD per share) | 3.31 | |
Weighted average grant date fair value per share of units outstanding at end of period (in USD per share) | $ 2.79 | $ 6.10 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Valuation Assumptions (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free rate | 4.38% | 1.64% |
Expected volatility | 87.08% | 73.95% |
Expected term | 6 years | 6 years |
Expected dividends | 0% | 0% |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets, Fair Value Disclosure [Abstract] | ||
Short-Term Investments | $ 87,899 | $ 105,047 |
Fair value, recurring | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 19,556 | 34,040 |
Short-Term Investments | 87,899 | 105,047 |
Total Assets at Fair Value | 107,455 | 139,087 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Earnout warrant liabilities | 163 | |
Total liabilities measured at fair value | 917 | 3,209 |
Fair value, recurring | Public common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | 917 | 2,066 |
Fair value, recurring | Private common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | 980 | |
Fair value, recurring | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 10,126 | 27,993 |
Short-Term Investments | 54,681 | 19,944 |
Total Assets at Fair Value | 64,807 | 47,937 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Earnout warrant liabilities | 0 | |
Total liabilities measured at fair value | 917 | 2,066 |
Fair value, recurring | Level 1 | Public common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | 917 | 2,066 |
Fair value, recurring | Level 1 | Private common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | 0 | |
Fair value, recurring | Level 1 | Money market funds | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 10,126 | 27,993 |
Short-Term Investments | 0 | 0 |
Total Assets at Fair Value | 10,126 | 27,993 |
Fair value, recurring | Level 1 | U.S. Treasury securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 0 | 0 |
Short-Term Investments | 54,681 | 19,944 |
Total Assets at Fair Value | 54,681 | 19,944 |
Fair value, recurring | Level 2 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 9,430 | 6,047 |
Short-Term Investments | 33,218 | 85,103 |
Total Assets at Fair Value | 42,648 | 91,150 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Earnout warrant liabilities | 163 | |
Total liabilities measured at fair value | 0 | 1,143 |
Fair value, recurring | Level 2 | Public common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | 0 | 0 |
Fair value, recurring | Level 2 | Private common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | 980 | |
Fair value, recurring | Level 2 | Certificate of deposit | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 77 | 75 |
Short-Term Investments | 0 | 0 |
Total Assets at Fair Value | 77 | 75 |
Fair value, recurring | Level 2 | U.S. agency securities | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 0 | 0 |
Short-Term Investments | 12,447 | 55,319 |
Total Assets at Fair Value | 12,447 | 55,319 |
Fair value, recurring | Level 2 | Commercial paper | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash Equivalents and Restricted Cash | 9,353 | 5,972 |
Short-Term Investments | 20,771 | 29,784 |
Total Assets at Fair Value | 30,124 | 35,756 |
Fair value, recurring | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Earnout warrant liabilities | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Fair value, recurring | Level 3 | Public common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | $ 0 | 0 |
Fair value, recurring | Level 3 | Private common stock warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Common stock warrants | $ 0 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating losses | $ 46,616 | $ 34,454 |
Tax credit carryforward | 1,454 | 909 |
Equity compensation | 1,560 | 737 |
Capitalized research and development expenses | 19,644 | 16,946 |
Inventory reserve | 3,159 | 0 |
Deferred revenue | 1,002 | 0 |
Other | 2,761 | 2,153 |
Total deferred tax assets | 76,196 | 55,199 |
Valuation allowance | (75,590) | (54,261) |
Deferred tax assets, net of valuation allowance | 606 | 938 |
Deferred tax liabilities: | ||
Right-of-use assets | (606) | (938) |
Net deferred tax | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Capitalized research and development expenses | $ 19,644,000 | $ 16,946,000 |
Increase in valuation allowance | 21,300,000 | |
Addition to uncertain tax position related to reduction of research and development credit | 382,000 | 613,000 |
Accrued interest and penalties related to uncertain tax positions | 0 | $ 0 |
Domestic | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 166,300,000 | |
Research and development credits | 2,900,000 | |
State and local | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 202,400,000 | |
Research and development credits | $ 28,000 |
INCOME TAXES - Schedule of Prov
INCOME TAXES - Schedule of Provision for Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21% | 21% |
State tax, net of federal tax benefit | 6.80% | 7.20% |
Stock compensation | (1.90%) | (0.20%) |
Non-deductible officer compensation | 0.008 | (0.014) |
Warrant liabilities revaluation | 0.006 | 0.066 |
Earnout Shares liabilities revaluation | 0 | 0.004 |
Permanent differences | (0.001) | 0.001 |
Research and development tax credits | 0.50% | 0.80% |
Other | (0.10%) | 0.10% |
Valuation allowance | (27.60%) | (34.60%) |
Effective tax rate | 0% | 0% |
INCOME TAXES - Schedule of Unce
INCOME TAXES - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 905 | $ 292 |
Additions related to prior year | 170 | 0 |
Additions related to current year | 382 | 613 |
Balance at end of period | $ 1,457 | $ 905 |
GOVERNMENT GRANTS (Details)
GOVERNMENT GRANTS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Government Assistance [Line Items] | |
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of revenue |
Government Assistance, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets |
Production tax credits | |
Government Assistance [Line Items] | |
Government assistance amount | $ 824 |
Current grants receivable | $ 824 |
REVENUE - Schedule of Revenue D
REVENUE - Schedule of Revenue Disaggregated by Source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 7,540 | $ 894 |
Product revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 5,103 | 803 |
Service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 183 | 91 |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 2,254 | $ 0 |
REVENUE - Schedule of Changes i
REVENUE - Schedule of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 253 | $ 11 |
Deferred revenue | $ 20,781 | $ 8,610 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets increased | $ 242 | |
Increase in deferred revenue | 12,200 | |
Advance payment | 19,000 | |
Revenue recognized | 6,300 | |
Deposits returned to customers | (506) | |
Change in estimate of variable consideration | (244) | |
Deferred revenue, current | 2,546 | $ 6,168 |
Deferred revenue | $ 18,200 |
DEFINED CONTRIBUTION PLAN (Deta
DEFINED CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employer contributions | $ 853 | $ 674 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Total revenue | $ 7,540 | $ 894 |
Deferred revenue, current | 2,546 | 6,168 |
Accounts receivable, net | 1,990 | 4,952 |
Deferred revenue | 18,200 | |
Contract assets | 253 | 11 |
Related party | ||
Related Party Transaction [Line Items] | ||
Total revenue | 3 | 284 |
Deferred revenue | 14,400 | 0 |
Energy Storage Systems Sales | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current | 5 | |
Energy Storage Systems Sales | Related party | ||
Related Party Transaction [Line Items] | ||
Total revenue | 33 | $ 284 |
Energy Warehouse Sales | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current | 1 | |
Energy Warehouse Sales | Related party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 29 | |
Honeywell ACS Ventures LLC | Related party | ||
Related Party Transaction [Line Items] | ||
Deferred revenue, current | 600 | |
Prepayment of equipment | 15,000 | |
Deferred revenue | 14,400 | |
Contract assets | $ 736 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss to common stockholders, basic | $ (77,578) | $ (77,969) |
Denominator: | ||
Net loss to common stockholders, diluted | $ (77,578) | $ (77,969) |
Weighted average shares used in per share calculation, basic (in shares) | 159,958,645 | 152,676,155 |
Weighted average shares used in per share calculation, diluted (in shares) | 159,958,645 | 152,676,155 |
Net loss per share, diluted (in USD per share) | $ (0.48) | $ (0.51) |
Net loss per share, basic (in USD per share) | $ (0.48) | $ (0.51) |
NET LOSS PER SHARE - Schedule A
NET LOSS PER SHARE - Schedule Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 44,911,825 | 21,043,791 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,598,382 | 3,223,109 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 13,162,368 | 6,346,955 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 29,151,075 | 11,473,727 |