Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Volta Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001819584 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | |||
Cash and cash equivalents | $ 24,030,717 | $ 58,806,333 | $ 10,758,436 |
Accounts receivable, less allowance for doubtful account | 8,183,388 | 6,216,461 | 10,136,135 |
Inventory | 5,000,262 | 6,151,110 | 8,011,472 |
Prepaid partnership costs – current | 9,241,541 | 9,624,948 | 11,664,643 |
Prepaid expenses and other current assets | 8,188,495 | 627,779 | 847,063 |
Total current assets | 54,644,403 | 81,426,631 | 41,417,749 |
Operating lease right-of-use asset, net | 55,087,067 | 49,434,028 | 28,120,659 |
Property and equipment, net | 61,188,136 | 46,457,690 | 32,809,225 |
Notes receivable – employee | 9,358,913 | 1,018,543 | |
Other non-current assets | 318,840 | 554,462 | 563,444 |
Prepaid partnership costs – non-current | 368,878 | ||
Intangibles assets, net | 1,046,575 | ||
Goodwill | 221,090 | ||
Total assets | 182,233,902 | 178,891,354 | 102,911,077 |
Current liabilities | |||
Accounts payable | 20,867,142 | 5,493,498 | 18,769,048 |
Accounts payable – due to related party | 91,941 | 47,888 | |
Accrued expenses and other current liabilities | 13,918,456 | 22,231,882 | 14,027,429 |
Operating lease liability – current portion | 8,465,597 | 7,483,528 | 4,154,276 |
Deferred revenue | 7,223,840 | 7,624,904 | 8,254,296 |
Term loans payable – current | 19,526,633 | 10,323,138 | |
Total current liabilities | 70,001,668 | 53,248,891 | 45,252,937 |
Term loans payable, net of unamortized debt issuance costs and current term loan payable | 31,660,519 | 40,696,832 | 23,181,240 |
Operating lease liability – non-current portion | 42,172,215 | 37,146,055 | 24,394,432 |
Other non-current liabilities | 6,924,027 | 7,004,559 | 11,650,228 |
Total liabilities | 150,758,429 | 138,096,337 | 104,478,837 |
Redeemable convertible preferred stock value | 210,029,724 | 182,599,047 | 75,608,294 |
STOCKHOLDERS’ DEFICIT | |||
Common stock value | 3,000 | 523 | 309 |
Additional paid-in capital | 62,340,384 | 13,232,658 | 5,541,971 |
Accumulated deficit | (240,897,635) | (155,037,211) | (82,718,334) |
Total stockholders’ deficit | (178,554,251) | (141,804,030) | (77,176,054) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | 182,233,902 | 178,891,354 | $ 102,911,077 |
Tortoise Acquisition Corp. II | |||
Current assets | |||
Cash and cash equivalents | 207,310 | 922,823 | |
Prepaid expenses | 361,499 | 458,325 | |
Total current assets | 568,809 | 1,381,148 | |
Investments and cash held in Trust Account | 345,016,637 | 345,000,000 | |
Total assets | 345,585,446 | 346,381,148 | |
Current liabilities | |||
Accounts payable | 3,327,306 | 18,824 | |
Accrued expenses | 900,000 | 119,017 | |
Note payable – related party | 600,000 | ||
Total current liabilities | 4,827,306 | 137,841 | |
Total liabilities | 48,643,886 | 57,554,991 | |
Deferred legal fees | 150,000 | 150,000 | |
Deferred underwriting commissions | 12,075,000 | 12,075,000 | |
Derivative warrant liabilities | 31,591,580 | 45,192,150 | |
Class A ordinary shares subject to possible redemption | 291,941,550 | 283,826,150 | |
STOCKHOLDERS’ DEFICIT | |||
Preference shares value | |||
Class A ordinary shares value | 531 | 612 | |
Class B ordinary shares value | 863 | 863 | |
Additional paid-in capital | 24,916,625 | 33,041,944 | |
Accumulated deficit | (19,918,009) | (28,043,412) | |
Total stockholders’ deficit | 5,000,010 | 5,000,007 | |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ 345,585,446 | $ 346,381,148 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful account (in Dollars) | $ 0 | $ 53,185 | $ 0 |
Redeemable convertible preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 71,566,249 | 71,566,249 | 45,534,163 |
Redeemable convertible preferred stock, issued | 66,927,034 | 63,035,778 | 45,377,418 |
Redeemable convertible preferred stock, outstanding | 66,927,034 | 63,035,778 | 45,377,418 |
Aggregate liquidation preference (in Dollars) | $ 205,662,884 | $ 176,941,913 | $ 76,604,696 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 126,000,000 | 126,000,000 | 76,920,000 |
Common stock, shares issued | 27,178,067 | 20,351,411 | 10,866,044 |
Common stock, shares outstanding | 27,178,067 | 20,351,411 | 10,866,044 |
Tortoise Acquisition Corp. II | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Common Stock | Tortoise Acquisition Corp. II | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 5,305,845 | 6,117,385 | |
Common stock, shares outstanding | 5,305,845 | 6,117,385 | |
Shares subject to possible redemption | 29,194,155 | 28,382,615 | |
Shares subject to possible redemption per shares (in Dollars per share) | $ 10 | $ 10 | |
Class B Common Stock | Tortoise Acquisition Corp. II | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 8,625,000 | 8,625,000 | |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUES | |||||||
Service revenue | $ 6,825,167 | $ 1,763,262 | $ 11,056,516 | $ 4,864,128 | $ 15,719,852 | $ 13,434,486 | |
Product revenue | 373,343 | 299,037 | 710,625 | 2,891,854 | 1,492,345 | ||
Other revenue | 117,000 | 241,530 | 327,000 | 705,719 | 838,719 | 338,778 | |
Total revenues | 6,942,167 | 2,378,135 | 11,682,553 | 6,280,472 | 19,450,425 | 15,265,609 | |
COSTS AND EXPENSES | |||||||
Costs of services (exclusive of depreciation and amortization shown below) | 5,131,897 | 3,510,332 | 9,740,451 | 6,997,308 | 17,386,477 | 10,662,591 | |
Costs of products (exclusive of depreciation and amortization shown below) | 713,449 | 456,946 | 1,212,319 | 4,450,224 | 2,535,526 | ||
Selling, general and administrative | 17,351,379 | 6,956,233 | 78,208,695 | 17,536,817 | 44,079,959 | 28,429,401 | |
Depreciation and amortization | 2,522,853 | 1,551,023 | 4,696,068 | 2,994,042 | 6,468,791 | 3,655,234 | |
Other operating (income) expenses | 776,514 | (337,531) | 923,542 | (307,689) | 16,079 | 4,730,528 | |
Total costs and expenses | 25,782,643 | 12,393,506 | 94,025,702 | 28,432,797 | 72,401,530 | 50,013,280 | |
Loss from operations | (18,840,476) | (10,015,371) | (82,343,149) | (22,152,325) | (52,951,105) | (34,747,671) | |
Interest expenses, net | 1,672,817 | 1,808,599 | 3,332,601 | 2,875,720 | 18,360,506 | 4,997,680 | |
Other (income) expenses, net | 48,606 | 52,610 | 160,844 | (23,768) | 998,170 | 894,302 | |
Total other expenses | 1,721,423 | 1,861,209 | 3,493,445 | 2,851,952 | 19,358,676 | 5,891,982 | |
LOSS BEFORE INCOME TAXES | (20,561,899) | (11,876,580) | (85,836,594) | (25,004,277) | (72,309,781) | (40,639,653) | |
Income tax expenses | 23,830 | 3,506 | 23,830 | 3,506 | 9,096 | 12,963 | |
Net income (loss) | $ (20,585,729) | $ (11,880,086) | $ (85,860,424) | $ (25,007,783) | $ (72,318,877) | $ (40,652,616) | |
Weighted-average Class A Common Stock outstanding, basic and diluted (in Shares) | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | |
Net loss per Class A Common Stock, basic and diluted (in Dollars per share) | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) | |
Weighted-average Class B Common Stock outstanding, basic and diluted (in Shares) | 9,122,514 | 1,297,671 | 7,779,617 | 1,295,923 | 1,332,295 | 1,251,598 | |
Net loss per Class B Common Stock, basic and diluted (in Dollars per share) | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) | |
Tortoise Acquisition Corp. II | |||||||
COSTS AND EXPENSES | |||||||
Selling, general and administrative | $ 2,658,797 | $ 326,955 | $ 5,431,804 | ||||
Administrative expenses – related party | 30,000 | 36,667 | 60,000 | ||||
Loss from operations | (2,688,797) | (363,622) | (5,491,804) | ||||
Change in fair value of derivative warrant liabilities | 20,617,820 | (27,068,170) | 13,600,570 | ||||
Financing cost – derivative warrant liabilities | (611,620) | ||||||
Net gain from investments held in Trust Account | 8,602 | 16,637 | |||||
Net income (loss) | $ 17,937,625 | $ (28,043,412) | $ 8,125,403 | ||||
Weighted-average Class A Common Stock outstanding, basic and diluted (in Shares) | 34,500,000 | 34,500,000 | 34,500,000 | ||||
Net loss per Class A Common Stock, basic and diluted (in Dollars per share) | $ 0 | $ 0 | |||||
Weighted-average Class B Common Stock outstanding, basic and diluted (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | ||||
Net loss per Class B Common Stock, basic and diluted (in Dollars per share) | $ 2.08 | $ (3.25) | $ 0.94 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Class AOrdinary SharesTortoise Acquisition Corp. II | Class BOrdinary SharesTortoise Acquisition Corp. II | Redeemable Convertible Preferred Stock | Ordinary Shares | Additional Paid-in CapitalTortoise Acquisition Corp. II | Additional Paid-in Capital | Accumulated DeficitTortoise Acquisition Corp. II | Accumulated Deficit | Tortoise Acquisition Corp. II | Total |
Balance at Dec. 31, 2018 | $ 55,970,124 | $ 240 | $ 1,253,367 | $ (42,046,292) | $ (40,792,685) | |||||
Balance (in Shares) at Dec. 31, 2018 | 37,701,620 | 10,630,474 | ||||||||
Cumulative effect of adoption of new accounting standard (ASC 842) | (19,426) | (19,426) | ||||||||
Issuance of Series C-2 Preferred Stock | $ 19,999,998 | |||||||||
Issuance of Series C-2 Preferred Stock (in Shares) | 7,675,798 | |||||||||
Issuance costs – Series C-2 Preferred Stock | $ (361,828) | |||||||||
Issuance costs – Series C-2 Preferred Stock (in Shares) | ||||||||||
Issuance of Common Stock upon exercise of options | $ 69 | 42,082 | 42,151 | |||||||
Issuance of Common Stock upon exercise of options (in Shares) | 68,903 | |||||||||
Vesting of restricted stock awards | ||||||||||
Vesting of restricted stock awards (in Shares) | 166,667 | |||||||||
Stock-based compensation expense – options | 887,573 | 887,573 | ||||||||
Issuance of Class B Common Stock warrants | 3,358,949 | 3,358,949 | ||||||||
Net income (loss) | (40,652,616) | (40,652,616) | ||||||||
Balance at Dec. 31, 2019 | $ 75,608,294 | $ 309 | 5,541,971 | (82,718,334) | (77,176,054) | |||||
Balance (in Shares) at Dec. 31, 2019 | 45,377,418 | 10,866,044 | ||||||||
Beneficial conversion feature in convertible promissory notes | 377,574 | 377,574 | ||||||||
Issuance of Class B Common Stock warrants – related party | 291,201 | 291,201 | ||||||||
Issuance of Common Stock upon exercise of options | $ 7 | 4,456 | 4,463 | |||||||
Issuance of Common Stock upon exercise of options (in Shares) | 6,562 | |||||||||
Stock-based compensation expense – options | 477,386 | 477,386 | ||||||||
Net income (loss) | (25,007,783) | (25,007,783) | ||||||||
Balance at Jun. 30, 2020 | $ 75,608,294 | $ 316 | 6,692,588 | (107,726,117) | (101,033,213) | |||||
Balance (in Shares) at Jun. 30, 2020 | 45,377,418 | 10,872,606 | ||||||||
Balance at Dec. 31, 2019 | $ 75,608,294 | $ 309 | 5,541,971 | (82,718,334) | (77,176,054) | |||||
Balance (in Shares) at Dec. 31, 2019 | 45,377,418 | 10,866,044 | ||||||||
Beneficial conversion feature in convertible promissory notes | 1,198,300 | 1,198,300 | ||||||||
Issuance of Class B Common Stock warrants – related party | 749,152 | 749,152 | ||||||||
Issuance of Series D Preferred Stock | $ 67,943,407 | |||||||||
Issuance of Series D Preferred Stock (in Shares) | 9,205,301 | |||||||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock | $ 20,984,528 | |||||||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock (in Shares) | 5,561,618 | |||||||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock – related party | $ 10,270,225 | |||||||||
Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock – related party (in Shares) | 2,721,956 | |||||||||
Recognition of conversion premium of convertible promissory notes for Series D-1 Preferred Stock | $ 11,074,310 | |||||||||
Recognition of conversion premium of convertible promissory notes for Series D-1 Preferred Stock (in Shares) | ||||||||||
Issuance of Common Stock upon exercise of options (vested) – related party | $ 214 | 104,767 | 104,981 | |||||||
Issuance of Common Stock upon exercise of options (vested) – related party (in Shares) | 213,490 | |||||||||
Issuance of Common Stock upon exercise of options using partial recourse notes – related party | ||||||||||
Issuance of Common Stock upon exercise of options using partial recourse notes – related party (in Shares) | 9,271,877 | |||||||||
Secondary sales of common stock pledged against partial recourse notes – related party | 3,736,044 | 3,736,044 | ||||||||
Issuance of Series D Preferred Stock – related party | $ 1,250,952 | |||||||||
Issuance of Series D Preferred Stock – related party (in Shares) | 169,485 | |||||||||
Issuance costs – Series D Preferred Stock | $ (4,532,669) | |||||||||
Issuance costs – Series D Preferred Stock (in Shares) | ||||||||||
Stock-based compensation expense – options | 1,902,424 | 1,902,424 | ||||||||
Net income (loss) | (72,318,877) | (72,318,877) | ||||||||
Balance at Dec. 31, 2020 | $ 612 | $ 863 | $ 182,599,047 | $ 523 | $ 33,041,944 | 13,232,658 | $ (28,043,412) | (155,037,211) | $ 5,000,007 | (141,804,030) |
Balance (in Shares) at Dec. 31, 2020 | 6,117,385 | 8,625,000 | 63,035,778 | 20,351,411 | ||||||
Balance at Mar. 31, 2020 | $ 75,608,294 | $ 316 | 6,394,021 | (95,846,031) | (89,451,694) | |||||
Balance (in Shares) at Mar. 31, 2020 | 45,377,418 | 10,872,606 | ||||||||
Stock-based compensation expense – options | 298,567 | 298,567 | ||||||||
Net income (loss) | (11,880,086) | (11,880,086) | ||||||||
Balance at Jun. 30, 2020 | $ 75,608,294 | $ 316 | 6,692,588 | (107,726,117) | (101,033,213) | |||||
Balance (in Shares) at Jun. 30, 2020 | 45,377,418 | 10,872,606 | ||||||||
Balance at Jul. 23, 2020 | ||||||||||
Balance (in Shares) at Jul. 23, 2020 | ||||||||||
Offering costs | (18,931,451) | (18,931,451) | ||||||||
Shares subject to possible redemption | $ (2,838) | (283,823,312) | (283,826,150) | |||||||
Shares subject to possible redemption (in Shares) | (28,382,615) | |||||||||
Issuance of Class B ordinary shares to Sponsor | $ 863 | 24,137 | 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 8,625,000 | |||||||||
Sale of units in initial public offering, less fair value of public warrants | $ 3,450 | 334,399,430 | 334,402,880 | |||||||
Sale of units in initial public offering, less fair value of public warrants (in Shares) | 34,500,000 | |||||||||
Excess of cash received over fair value of private placement warrants | 1,373,140 | 1,373,140 | ||||||||
Net income (loss) | (28,043,412) | (28,043,412) | ||||||||
Balance at Dec. 31, 2020 | $ 612 | $ 863 | $ 182,599,047 | $ 523 | 33,041,944 | 13,232,658 | (28,043,412) | (155,037,211) | 5,000,007 | $ (141,804,030) |
Balance (in Shares) at Dec. 31, 2020 | 6,117,385 | 8,625,000 | 63,035,778 | 20,351,411 | ||||||
Offering costs | (10,000) | (10,000) | ||||||||
Shares subject to possible redemption | $ 98 | 9,822,122 | 9,822,220 | |||||||
Shares subject to possible redemption (in Shares) | 982,222 | |||||||||
Issuance of restricted stock awards – related party (in Shares) | 5,700,000 | |||||||||
Net income (loss) | (9,812,222) | (9,812,222) | ||||||||
Balance at Mar. 31, 2021 | $ 710 | $ 863 | $ 210,029,724 | $ 1,032 | 42,854,066 | 59,614,628 | (37,855,634) | (220,311,906) | 5,000,005 | $ (160,696,246) |
Balance (in Shares) at Mar. 31, 2021 | 7,099,607 | 8,625,000 | 66,927,034 | 26,561,329 | ||||||
Balance at Dec. 31, 2020 | $ 612 | $ 863 | $ 182,599,047 | $ 523 | 33,041,944 | 13,232,658 | (28,043,412) | (155,037,211) | 5,000,007 | (141,804,030) |
Balance (in Shares) at Dec. 31, 2020 | 6,117,385 | 8,625,000 | 63,035,778 | 20,351,411 | ||||||
Issuance of Series D Preferred Stock | $ 13,720,969 | |||||||||
Issuance of Series D Preferred Stock (in Shares) | 1,858,985 | |||||||||
Issuance of Series D Preferred Stock – related party | $ 14,999,989 | |||||||||
Issuance of Series D Preferred Stock – related party (in Shares) | 2,032,271 | |||||||||
Issuance costs – Series D Preferred Stock | $ (1,290,281) | |||||||||
Issuance of restricted stock awards – related party | 40,236,000 | 40,236,000 | ||||||||
Issuance of restricted stock awards – related party (in Shares) | 5,700,000 | |||||||||
Issuance of Common Stock upon exercise of options | $ 826 | 1,086,576 | 1,087,402 | |||||||
Issuance of Common Stock upon exercise of options (in Shares) | 826,522 | |||||||||
Stock-based compensation expense – options | 6,564,211 | 6,564,211 | ||||||||
Exercise of Common Stock warrants – related party | $ 150 | 1,350 | 1,500 | |||||||
Exercise of Common Stock warrants – related party (in Shares) | 150,000 | |||||||||
Issuance of Common Stock for acquisition of 2Predict | $ 1,501 | 1,219,589 | 1,221,090 | |||||||
Issuance of Common Stock for acquisition of 2Predict (in Shares) | 150,134 | |||||||||
Net income (loss) | (85,860,424) | (85,860,424) | ||||||||
Balance at Jun. 30, 2021 | $ 531 | $ 863 | $ 210,029,724 | $ 3,000 | 24,916,625 | 62,340,384 | (19,918,009) | (240,897,635) | 5,000,010 | (178,554,251) |
Balance (in Shares) at Jun. 30, 2021 | 5,305,845 | 8,625,000 | 66,927,034 | 27,178,067 | ||||||
Balance at Mar. 31, 2021 | $ 710 | $ 863 | $ 210,029,724 | $ 1,032 | 42,854,066 | 59,614,628 | (37,855,634) | (220,311,906) | 5,000,005 | (160,696,246) |
Balance (in Shares) at Mar. 31, 2021 | 7,099,607 | 8,625,000 | 66,927,034 | 26,561,329 | ||||||
Shares subject to possible redemption | $ (179) | (17,937,441) | (17,937,620) | |||||||
Shares subject to possible redemption (in Shares) | (1,793,762) | |||||||||
Issuance of Common Stock upon exercise of options | $ 317 | 223,262 | 223,579 | |||||||
Issuance of Common Stock upon exercise of options (in Shares) | 316,604 | |||||||||
Stock-based compensation expense – options | 1,281,555 | 1,281,555 | ||||||||
Exercise of Common Stock warrants – related party | $ 150 | 1,350 | 1,500 | |||||||
Exercise of Common Stock warrants – related party (in Shares) | 150,000 | |||||||||
Issuance of Common Stock for acquisition of 2Predict | $ 1,501 | 1,219,589 | 1,221,090 | |||||||
Issuance of Common Stock for acquisition of 2Predict (in Shares) | 150,134 | |||||||||
Net income (loss) | 17,937,625 | (20,585,729) | 17,937,625 | (20,585,729) | ||||||
Balance at Jun. 30, 2021 | $ 531 | $ 863 | $ 210,029,724 | $ 3,000 | $ 24,916,625 | $ 62,340,384 | $ (19,918,009) | $ (240,897,635) | $ 5,000,010 | $ (178,554,251) |
Balance (in Shares) at Jun. 30, 2021 | 5,305,845 | 8,625,000 | 66,927,034 | 27,178,067 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (85,860,424) | $ (25,007,783) | $ (72,318,877) | $ (40,652,616) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Reduction in the carrying amount of ROU assets | 1,928,133 | 1,248,455 | |||
Amortization of ROU asset | 2,571,856 | 1,704,872 | |||
Depreciation and amortization | 4,696,068 | 2,994,042 | 6,468,791 | 3,655,234 | |
Stock-based compensation | 46,800,211 | 477,386 | 1,902,424 | 887,573 | |
Compensation expense from secondary sales of common stock – related party | 3,736,044 | ||||
Non-cash interest expense | 167,182 | (1,698,511) | 13,096,208 | 3,435,604 | |
Revaluation of warrant liability to estimated fair value | (118,208) | 10,987 | 410,946 | 161,299 | |
Expenses related to invoices in dispute | 623,700 | 623,700 | |||
Loss on disposal of research and development equipment | 116,706 | ||||
Other | 281,157 | ||||
Loss on abandonment of property and equipment | 541,793 | 16,079 | 4,562,764 | ||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (1,966,926) | 7,020,238 | 3,919,675 | (7,418,500) | |
Inventory | 1,150,848 | 411,184 | 1,860,362 | (7,162,356) | |
Prepaid expenses and other current assets | (7,560,717) | (605,065) | 54,983 | (162,303) | |
Prepaid partnership costs | (726,186) | (3,479,710) | (6,651,626) | (5,888,048) | |
Operating lease right-of-use asset | (7,217,491) | (5,035,078) | (18,602,030) | (29,825,531) | |
Other non-current assets | 235,622 | 223,833 | 8,982 | (200,597) | |
Accounts payable | 15,373,643 | (9,890,999) | (13,275,550) | 17,805,450 | |
Due to related party | (91,941) | 88,572 | 44,053 | 47,888 | |
Accrued expenses and other current liabilities | (8,506,841) | (200,443) | 9,801,975 | 4,570,908 | |
Deferred revenue | (401,064) | 3,348,113 | (629,392) | (4,297,944) | |
Lease incentive liability | (10,756) | (10,815) | (48,463) | 2,713,250 | |
Operating lease liability | 6,008,228 | 4,056,843 | 16,080,875 | 28,548,709 | |
Other noncurrent liabilities | 299,682 | (2,361,167) | (4,059,366) | 3,816,581 | |
Net cash used in operating activities | (34,635,444) | (28,409,918) | (54,590,488) | (23,697,763) | |
Cash flows from investing activities | |||||
Purchase of property and equipment | (19,784,475) | (6,007,618) | (19,902,280) | (29,151,061) | |
Capitalization of internal-use software | (39,096) | (347,761) | |||
Incentive lease received | 604,542 | 4,341,420 | |||
Incentive lease obligation | 604,542 | ||||
Acquisition of 2Predict | (200,000) | ||||
Net cash used in investing activities | (20,023,571) | (5,403,076) | (19,645,499) | (24,809,641) | |
Cash flows from financing activities | |||||
Proceeds from issuance of Series C-2 Preferred Stock | 19,999,998 | ||||
Payment of issuance costs related to Series C-2 Preferred Stock | (361,828) | ||||
Due from employees for taxes paid on partial recourse notes | (8,340,370) | (1,018,543) | |||
Proceeds from issuance of Series D Preferred Stock | 28,720,958 | 69,194,358 | |||
Proceeds from issuance of Series D-1 convertible notes | 3,000,000 | 20,550,000 | |||
Proceeds from issuance of Series D-1 convertible notes – related party | 9,600,000 | ||||
Proceeds from issuance of Series D-1 convertible notes -related party | 6,500,000 | ||||
Beneficial conversion feature related to convertible notes | 377,574 | ||||
Proceeds from issuance of long term debt | 16,000,000 | 25,000,000 | 24,000,000 | ||
Proceeds from PPP loan | $ 3,193,300 | 3,193,300 | 3,193,300 | ||
Proceeds from exercise of Common Stock warrants – related party | 1,500 | ||||
Proceeds from exercise of stock options | 1,087,402 | 4,463 | 104,981 | 42,151 | |
Payment of issuance costs related to Series D and D-1 Preferred Stock | (1,290,281) | (38,933) | (3,783,517) | ||
Payment of debt issuance costs | (462,880) | (661,818) | (895,416) | ||
Proceeds from financing activity | 445,513 | 445,513 | 4,563,533 | ||
Payment of financing activity principal | (295,810) | (131,273) | (340,390) | (101,710) | |
Net cash provided by financing activities | 19,883,399 | 28,887,764 | 122,283,884 | 47,246,728 | |
Net increase (decrease) in cash and cash equivalents | (34,775,616) | (4,925,230) | 48,047,897 | (1,260,676) | |
Cash and cash equivalents, beginning of period | 58,806,333 | 10,758,436 | 10,758,436 | 12,019,112 | |
Cash and cash equivalents, end of period | 58,806,333 | 24,030,717 | 5,833,206 | 58,806,333 | 10,758,436 |
Initial recognition of operating lease right-of-use asset | (7,297,609) | (5,789,689) | 21,460,508 | 28,315,054 | |
Initial recognition of operating lease liability | 6,933,928 | 4,761,489 | 18,077,411 | 29,669,023 | |
Issuance of Series D-1 Preferred Stock in satisfaction of debt and other liabilities | 42,021,427 | ||||
Secondary sales of common stock pledged against partial recourse notes – related party | 3,736,044 | ||||
Warrants issued in partial satisfaction of debt and other liabilities | 3,358,949 | ||||
Warrants issued in connection with Series D financing as service fees to related party | 749,152 | ||||
Class B Common Stock warrants issued in satisfaction of services rendered | 291,201 | ||||
Issuance of Common Stock in a business combination | 1,221,090 | ||||
Supplemental disclosures of cash flow information | |||||
Cash paid for interest | 1,504,402 | 798,890 | 5,264,298 | 4,997,680 | |
Cash paid for taxes | 23,830 | 9,096 | $ 12,963 | ||
Tortoise Acquisition Corp. Il [Member] | |||||
Cash flows from operating activities | |||||
Net income (loss) | (28,043,412) | 8,125,403 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | 25,000 | ||||
General and administrative expenses paid by Sponsor under note payable | 48,163 | ||||
Change in fair value of derivative warrant liabilities | 27,068,170 | (13,600,570) | |||
Financing cost – derivative warrant liabilities | 611,620 | ||||
Net gain from investments held in Trust Account | (16,637) | ||||
Changes in operating assets and liabilities: | |||||
Prepaid expenses | (458,325) | 96,826 | |||
Accounts payable | 18,824 | 3,308,482 | |||
Accrued expenses | 44,017 | 855,983 | |||
Net cash used in operating activities | (685,943) | (1,230,513) | |||
Cash flows from investing activities | |||||
Cash deposited in Trust Account | (345,000,000) | ||||
Net cash used in investing activities | (345,000,000) | ||||
Cash flows from financing activities | |||||
Proceeds received from note payable to related party | 600,000 | ||||
Repayment of note payable to related party | (180,944) | ||||
Proceeds received from initial public offering, gross | 345,000,000 | ||||
Proceeds received from private placement | 8,900,000 | ||||
Offering costs paid | (7,110,290) | (85,000) | |||
Net cash provided by financing activities | 346,608,766 | 515,000 | |||
Net increase (decrease) in cash and cash equivalents | 922,823 | (715,513) | |||
Cash and cash equivalents, beginning of period | 922,823 | ||||
Cash and cash equivalents, end of period | 922,823 | 207,310 | $ 922,823 | ||
Offering costs included in accrued expenses | 75,000 | ||||
Payment of offering costs through note payable | 132,781 | ||||
Deferred underwriting commissions | 12,075,000 | ||||
Deferred legal fees | 150,000 | ||||
Initial value of Class A ordinary shares subject to possible redemption | 311,214,630 | ||||
Change in value of Class A ordinary shares subject to possible redemption | $ (27,388,480) | $ 8,115,400 |
Description of business
Description of business | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Description of business [Line Items] | |||
Description of business | Note 1 — Description of business Volta Inc. is a holding company for its wholly -owned -enabled -to-use -enabled On February 7, 2021, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II (“TortoiseCorp II”), a special purpose acquisition company (the “Business Combination”). Immediately following the Closing of the proposed transaction, the post -combination On March 25, 2021, the Company formed a new wholly -owned On April 13, 2021, the Company formed two new, wholly -owned In April 2021, the Company entered into and executed an acquisition agreement with 2Predict, Inc., pursuant to which the seller agreed to sell certain assets to the Company. The assets purchased consist primarily of intellectual property. The purchase price consisted of: (i) cash consideration of $0.2 million, and (ii) equity consideration of 150,134 Substantially all of the Company’s operations and assets are located in the U.S., and all of its revenues are attributable to customers located in the U.S. | Note 1 — Description of business Volta Industries, Inc. is a holding company for its wholly -owned -enabled -to-use -enabled All of the Company’s operations and assets are located in the U.S., and all of its revenues are attributable to customers located in the U.S. | |
Tortoise Acquisition Corp. II [Member] | |||
Description of business [Line Items] | |||
Description of business | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Organization and General Tortoise Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July All activity for the period from July -operating The Company’s sponsor is Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on September -allotment Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 warrants at a price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement (the “Private Placement”) to TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) and an affiliate of the Sponsor, generating gross proceeds to the Company of approximately $8.9 Upon the closing of the Initial Public Offering and the Private Placement, $345.0 -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with an Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post -combination The Company will provide the holders of the public shares (the “public shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of an Initial Business Combination either (a) in connection with a shareholder meeting called to approve the Initial Business Combination or (b) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the public shares, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an Initial Business Combination or to redeem 100% of its public shares if the Company does not complete an Initial Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their public shares in conjunction with any such amendment. If the Company is unable to complete an Initial Business Combination within 24 a per -share The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the Initial Shareholders should acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete an Initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will only be the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per Public Share and (b) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Proposed Business Combination As more fully described in Note -K Completion of the Proposed Business Combination is subject to the satisfaction of the conditions stated in the Business Combination Agreement. Liquidity and Capital Resources As of December Through December Based on the foregoing, the Company’s management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of an Initial Business Combination and one year from the date of this report. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Organization and General Tortoise Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 24, 2020. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Initial Business Combination”). All activity for the period from July -operating The Company’s sponsor is Tortoise Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on September 10, 2020. On September 15, 2020, the Company consummated the Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), including 4,500,000 Units that were issued pursuant to the underwriters’ exercise of their over -allotment Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 warrants at a price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement (the “Private Placement”) to TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) and an affiliate of the Sponsor, generating gross proceeds to the Company of approximately $8.9 Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account at J.P. Morgan Chase Bank, N.A. (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and will be invested by the trustee only in U nited Stat -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with an Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post -combination The Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (a) in connection with a shareholder meeting called to approve the Initial Business Combination or (b) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, executive officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or September -share interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in the case of clauses (b) and (c), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete an Initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will only be the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per Public Share and (b) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Pending Business Combination On February -K Completion of the Proposed Business Combination is subject to the satisfaction of the conditions stated in the Business Combination Agreement. Prior to the effective time of the First Merger (the “Effective Time”), the Company will domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands (the “Companies Act”). The Outside Date under (and as defined in) the Business Combination Agreement has been automatically extended to 240 days from 210 days as a result of Volta’s non -delivery -day In connection with the execution of the Business Combination Agreement, the Company entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”) with Volta and certain shareholders of Volta pursuant to which such shareholders agreed to vote all of their shares of Volta’s Class A common stock, par value $0.001 per share (“Volta Class A Common Stock”) and shares of Volta’s Class B common stock, par value $0.001 per share (“Volta Class B Common Stock” and, together with the Volta Class A Common Stock, the “Volta Common Stock”) and shares of Volta’s preferred stock (“Volta Preferred Stock”) in favor of the approval and adoption of the Proposed Business Combination and related transactions (the “Proposed Transactions”), including agreeing to execute a written consent within forty -eight -4 In connection with the execution of the Business Combination Agreement, the founders of Volta entered into a Lock -Up (a) effect any direct or indirect sale, assignment, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of the Company’s domesticated Class A common stock (the “Class A Common Stock”) or domesticated Class B common stock (the “Class B Common Stock”) held by them immediately after the Effective Time, including any shares of Class A Common Stock or Class B Common Stock issuable upon the exercise of options or warrants to purchase shares of Class A Common Stock or Class B Common Stock held by them immediately following the closing of the Proposed Transactions (the “BCA Closing”), or (b) publicly announce any intention to effect any transaction specified in clause (a), in each case, until the date that is the earlier of (i) one year after the BCA Closing and (ii) the earlier to occur of, subsequent to the BCA Closing, (x) the first date on which the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share sub -divisions -day The Company’s bylaws after the BCA Closing will include transfer restrictions on its securities issued to the investors of Volta in connection with the First Merger for a period of six (6) months after the BCA Closing. In connection with the execution of the Business Combination Agreement, the Company entered into a letter agreement with Volta, the Sponsor and the other holders of the Founder Shares pursuant to which, among other things, the Sponsor and each other holder agreed to (a) waive the anti -dilution Amended and Restated Memorandum and Articles of Association, (b) comply with the non -solicitation In connection with the execution of the Business Combination Agreement, the Company entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 30,000,000 The closing of the sale of the Private Placement Shares pursuant to the Subscription Agreements will take place on the date of, and at a time immediately prior to or substantially concurrently with, the BCA Closing and is contingent upon, among other customary closing conditions, the consummation of the Proposed Transactions. The purpose of the Private Placement is to raise additional capital for use by the combined company following the BCA Closing. Pursuant to the Subscription Agreements, the Company agreed that, within 30 calendar days after the consummation of the Proposed Transactions, it will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Private Placement Shares (the “Private Placement Resale Registration Statement”), and to use commercially reasonable efforts to have the Private Placement Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies the Company that it will review the Private Placement Resale Registration Statement) following the BCA Closing and (ii) the tenth business day after the SEC notifies the Company that the Private Placement Resale Registration Statement will not be reviewed or will not be subject to further review. Also, in January 2021, in connection with the Proposed Transactions, the Company engaged Barclays Capital Inc. (“Barclays”) and Goldman Sachs & Co LLC (“Goldman” and, together with Barclays, the “Placement Agents”) pursuant to an engagement letter to act as co -placement -linked Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S -X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10 -K Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Liquidity and Going Concern As of June Through June -interest-bearing Until the consummation of an Initial Business Combination, the Company will be using the funds not held in the Trust Account for activities related to the completion of the Proposed Business Combination or identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating an Initial Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the liquidation date of September |
Summary of significant accounti
Summary of significant accounting policies | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of significant accounting policies [Line Items] | |||
Summary of significant accounting policies | Note 2 — Summary of significant accounting policies Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts and operations of Volta Inc. and its wholly -owned Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand -alone -based -of-use Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. Cash, cash equivalents, and restricted cash Cash and cash equivalents include on -demand Accounts receivable and allowance for doubtful accounts Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the consolidated balance sheet date. As of June 30, 2021 and December 31, 2020, the company had $0.8 million and $0.8 million, respectively, in unbilled receivables related to network development revenue, which are included in the accounts receivable balance. Concentration of risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high -credit As of June 30, 2021, three customers accounted for 25.4%, 17.9% and 10.7% of the Company’s accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 59.5% of the Company’s accounts receivable balance. For the three months ended June 30, 2021, three customers accounted for 24.0%, 23.2% and 10.4% of the Company’s revenue, respectively. For the six months ended June 30, 2021, four customers accounted for 21.5%, 14.3%, 12.0% and 11.4% of the Company’s revenue, respectively. For the three months ended June 30, 2020, two customers accounted for 53.7% and 10.3% of the Company’s revenue, respectively. For the six months ended June 30, 2020, three customers accounted for 44.5%, 12.6% and 11.2% of the Company’s revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities. As of June 30, 2021, one supplier accounted for 14.5% of the Company’s accounts payable balance and orders. As of December 31, 2020, one supplier accounted for 21.1% of the Company’s accounts payable balance and orders. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated and amortized using the straight -line -line Asset Useful Lives Charging stations and digital media screens 5 – 10 Capitalized research and development equipment 5 Computers and equipment 3 – 5 Furniture 5 Leasehold improvements 2 – 5 Internal-use software 0.5 Construction in progress includes all costs capitalized related to projects, primarily related to in -process Impairment of long-lived assets and intangibles Intangible assets with finite lives are amortized over their useful lives and reported net of accumulated amortization. The Company evaluates its long -lived -lived -lived Goodwill Goodwill is evaluated for impairment at the end of each fiscal year or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting units is less than its carrying amount. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then the goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, an impairment loss is recognized in an amount equal to the difference. The goodwill balance as of June 30, 2021 includes the amount recognized as a result of the acquisition of 2Predict, Inc. (see Note 4 — Acquisitions). There was no impairment of goodwill for the three months ended June 30, 2021. Leases The Company determines if an arrangement contains a lease at inception. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The initial measurement of ROU assets is comprised of the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight -line The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor’s residual value or the amount of the lessor’s deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating (income) expenses in the consolidated statement of operations and comprehensive loss. The Company identifies separate lease and non -lease -lease -lease In April 2020, the FASB provided for an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of the COVID -19 -19 -19 Equity issuance costs For the six months ended June 30, 2020, the Company raised $9.5 million through sales of Series D Preferred Stock resulting in $0.3 million of equity issuance costs, paid as Class B Common Stock warrants. As of June 30, 2021, the Company had raised $128.1 million through sales of Series D and D -1 Deferred transaction costs As of June 30, 2021 and December 31, 2020, respectively, deferred transaction costs of approximately $8.1 million and $30.1 thousand were capitalized in prepaid expenses and other current assets in the consolidated balance sheets for the Business Combination with Tortoise Acquisition Corp. II (see Note 1 — Description of business). There were no deferred transaction costs included in accrued expenses and other current liabilities in the consolidated balance sheets as of June 30, 2021 and December 31, 2020. Upon the completion of the Business Combination, all deferred transaction costs were offset against the proceeds from the Business Combination. Stock warrants The Company’s Common Stock warrants are freestanding warrants that were issued in connection with certain debt and equity financing transactions. The warrants are classified as equity instruments at the grant date fair value calculated using the OPM Back solve approach and are not subject to revaluation at the balance sheet date. Revenue recognition ASC 606 Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five -step The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Level 2 (“L2”) or Direct Current Fast Charging (“DCFC”) stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software -as-a-Service When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP of each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. Disaggregation of revenue The Company’s operations represent a single operating segment based on how the Company and its Chief Operating Decision Maker (“CODM”) manages its business. The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors may impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues Behavior and Commerce $ 6,484,155 $ 834,931 $ 10,013,800 $ 1,967,615 Network Development 340,370 1,301,674 1,341,111 3,607,138 Charging Network Operations 642 241,530 642 705,719 Network Intelligence 117,000 — 327,000 — Total revenues $ 6,942,167 $ 2,378,135 $ 11,682,553 $ 6,280,472 Behavior and Commerce Behavior and Commerce revenue is generated by displaying paid media content on the Company’s network of media -enabled -enabled Network Development Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term (generally a 10 -year If the arrangement contains a lease, it is accounted for in accordance with ASC 842, Leases -of-use -of-use The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non -lease -selling The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the consolidated statements of operations and comprehensive loss. Charging Network Operations Charging Network Operations revenue correlates to usage of stations, and are currently, primarily generated by selling regulatory credits or Low Carbon Fuel Standard credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated Charging Network Operations is comprised of a minor amount of personnel -related Network Intelligence Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time -elapsed Practical expedient and policy elected The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company expects to complete installation and transfer control of media -enabled The Company has elected to present revenue net of sales taxes remitted to government authorities. Remaining performance obligations Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that is expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media -enabled Deferred revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media -enabled -based respectively. As of June 30, 2021, deferred revenue related to such customer payments amounted to $7.3 million, of which $7.2 million is expected to be recognized during the succeeding twelve -month Costs to obtain a contract with a customer The Company elected to apply the practical expedient available under ASC 340 -40 Other Assets and Deferred Costs — Contracts with Customer Sales commissions are also paid for obtaining a network development contract with a site host that purchases media -enabled -current The ending balances of assets recognized from costs of obtaining a contract with a customer were $44.6 thousand and $0.1 million included in prepaid expenses and other current assets as of June 30, 2021 and December 31, 2020, respectively, and $0.3 million included in other non -current Cost of revenues (excluding depreciation and amortization) Costs of services Costs of services consist of costs attributable to the Network Development revenues and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel -related -generating Cost of products Cost of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to L2 and DCFC stations which includes the cost of station chassis, the electric vehicle chargers, routers, and computers. Advertising expenses The Company expenses advertising expenses as they are incurred. Advertising expenses for the three months ended June 30, 2021 and 2020, were $0.1 million and $46.0 thousand, respectively, and for the six months ended June 30, 2021 and 2020, were $0.2 million and $0.2 million, respectively, and are included in selling, general and administrative in the consolidated statements of operations and comprehensive loss. The Company does not capitalize any advertising expenses. COVID-19 impact On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID -19 -19 -19 -in-place -enabled -19 -19 -19 -19 Recent accounting pronouncements Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -period -12 -effect Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments -19 -05 -10 -for-sale -for-sale -down -13 | Note 2 — Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts and operations of Volta Industries, Inc. and its wholly -owned Immaterial Correction of Prior Period Financial Statements In June 2021, the Company revised its consolidated statements of operations and comprehensive loss and consolidated balance sheets to reflect the corrections of immaterial errors for the years ended December -current As of December -term -current Pursuant to Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections issued by the Financial Accounting Standards Board Materiality Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand -alone -based -of-use Segment reporting For the years ended December 31, 2020 and 2019, the Company was managed as a single operating segment on a consolidated basis. The Company determined that the President is the Chief Operating Decision Maker (“CODM”) as he is responsible for making decisions regarding the allocation of resources, performance assessment, strategic operations and organization management. Although the Company has different revenue streams, the CODM manages the Company as a whole and makes decisions at the consolidated level. There are no segment managers who are held accountable for operating and financial results or the product and service mix offered by the Company. Cash Cash includes on -demand Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and are non -interest Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the consolidated balance sheet date. As of December Concentration of risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high -credit As of December 31, 2020, one customer accounted for 59.5% of the Company’s accounts receivable balance. As of December 31, 2019, one customer accounted for 68.2% and another customer accounted for 16.7% of the Company’s accounts receivable balance. For the year ended December 31, 2020, one customer accounted for 63.0% and another customer accounted for 16.1% of the Company’s revenue. For the year ended December 31, 2019, one customer accounted for 65.5% of the Company’s revenue. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities. As of December 31, 2020 and 2019, one supplier accounted for 21.1% and 76.3% of the Company’s accounts payable balance and orders, respectively. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. Fair value of financial instruments The Company evaluates the fair value measurements of all financial assets and liabilities. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market -based A three -tiered • • • Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Inventory Inventory consists of finished goods in the form of assembled charging stations. Inventory is measured using the first -in -out Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated and amortized using the straight -line -line Asset Useful Lives Charging stations and digital media screens 5–10 Capitalized research and development equipment 5 Computers and equipment 3–5 Furniture 5 Leasehold improvements 2–5 Internal-use software 0.5 Construction in progress includes all costs capitalized related to projects, primarily related to in -process For the years ended December 31, 2020 and 2019, losses of $16.1 thousand and $4.6 Capitalization of software costs The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on the consolidated balance sheets. Costs related to preliminary project activities and post -implementation -use -line Impairment of long-lived assets The Company evaluates its long -lived -lived -lived Leases The Company determines if an arrangement contains a lease at inception. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight -line The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor’s residual value or the amount of the lessor’s deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating expenses in the consolidated statement of operations and comprehensive loss. The Company identifies separate lease and non -lease -lease -lease In April 2020, the FASB provided for an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of the COVID -19 -19 -19 Debt issuance costs Costs incurred in connection with borrowings under financing facilities are deferred and amortized over the life of the related financing on a straight -line During the year ended December 31, 2020, the Company recorded debt issuance costs of $0.1 -1 Equity issuance costs During the year ended December 31, 2020, the Company raised $99.3 -1 Stock warrants The Company classifies Preferred Stock warrants issued in connection with certain historical debt arrangements as long -term The Company’s Common Stock warrants are freestanding warrants that were issued in connection with certain debt and equity financing transactions. The warrants are classified as equity instruments at the grant date fair value calculated using the OPM Backsolve approach and are not subject to revaluation at the balance sheet date. Revenue recognition ASC 606 Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five -step The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Level 2 (L2) or DCFC charging stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software -as-a-Service When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP of each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. Disaggregation of revenue The Company’s operations represent a single operating segment based on how the Company and its CODM manages its business. The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors that may impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Year Ended December 31, 2020 2019 Revenues Behavior and Commerce $ 8,013,403 $ 8,608,059 Network Development 10,598,303 6,318,772 Charging Network Operations 705,719 338,778 Network Intelligence 133,000 — Total revenues $ 19,450,425 $ 15,265,609 Behavior and Commerce Behavior and Commerce revenue is generated by displaying paid media content on the Company’s network of media -enabled -enabled Network Development Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term (generally a 10 -year If the arrangement contains a lease it is accounted for in accordance with ASC 842, Leases -of-use -of-use The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non -lease -selling where the Company pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then the Company will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when the Company pays or promises to pay the consideration or when the Company recognizes the related revenue for the transferred products and services. For the years ended December 31, 2020 and 2019, the Company reduced the transaction price and recognized consideration payable to a customer of $0.4 The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the consolidated statements of operations and comprehensive loss. Charging Network Operations Charging Network Operations revenue correlates to the usage of the stations, and is currently, primarily generated by selling regulatory credits or Low Carbon Fuel Standard credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated with Charging Network Operations is comprised of a minor amount of personnel -related Network Intelligence Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time -elapsed -use Practical expedient and policy elected The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company expects to complete installation and transfer control of media -enabled The Company has elected to present revenue net of sales taxes remitted to government authorities. Remaining performance obligations Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that are expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media -enabled installation services and SaaS are expected to be recognized as revenue within the next twelve months and are recorded within deferred revenue on the consolidated balance sheets. The unbilled amounts were $0.8 million and $0.6 million as of December 31, 2020 and 2019. Remaining performance obligations were $24.4 million as of December 31, 2020. The Company expects to recognize approximately 38.9% of its remaining performance obligations as revenues in the next twelve months and the remainder thereafter. Deferred revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media -enabled -based -month Costs to obtain a contract with a customer The Company elected to apply the practical expedient available under ASC 340 -40 Other Assets and Deferred Costs — Contracts with Customer Sales commissions are also paid for obtaining a network development contract with a site host that purchases media -enabled -current The ending balances of assets recognized from costs of obtaining a contract with a customer were $0.1 million and $0.4 million included in prepaid expenses and other current assets and $0.3 million and $0.3 million included in other non -current Cost of revenues (excluding depreciation and amortization) Costs of services Costs of services consist of costs attributable to the Network Development revenues and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel -related -generating Cost of products Cost of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to L2 and DCFC stations which include the cost of station chassis, electric vehicle chargers, routers, and computers. Selling, general and administrative (excluding depreciation and amortization) Selling, general and administrative consists primarily of employee -related -based Advertising expenses The Company expenses advertising expenses as they are incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $0.3 Other expenses, net Other expenses, net, consist primarily of the miscellaneous expenses or income that are not related to the core business operation. For the years ended December 31, 2020 and 2019, other expenses, net primarily relate to the changes in the fair value measurement of Preferred Stock warrants (see Note 4 — Fair value measurements). Other income included in other expenses, net is related to rebates and incentives received from utility companies for the installation of electric vehicle charging stations and related infrastructure. Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction -by-jurisdiction The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de -recognition Stock-based compensation The Company accounts for all share -based -based -based -Scholes -date -free -line Comprehensive loss For the years ended December 31, 2020 and 2019, the Company had no items of comprehensive loss. COVID-19 impact On January -19 -19 -19 -in-place -enabled -19 -19 -19 -19 Recent accounting pronouncements Recently adopted accounting pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018 -07 Compensation — Stock Compensation: Improvements to Non -employee Share -Based Payment Accounting -07 -based -employees -50 Equity -Based Payments to Non -Employees -07 -employee In August 2018, the FASB issued ASU No. 2018 -13 Fair Value Measurement (Topic 820) Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -10 -05 -19 -02 -term Recently issued accounting pronouncements not yet effective In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments -19 -05 -10 -for-sale -for-sale -down -13 In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | |
Tortoise Acquisition Corp. II [Member] | |||
Summary of significant accounting policies [Line Items] | |||
Summary of significant accounting policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements and Note 11 — Quarterly Financial Information (unaudited), the Company’s financial statements for the period from July -K Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000, and any cash held in Trust Account. At December Financial Instruments As of December -term Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Held in Trust Account As of December Cash and Cash Equivalents The Company considers all short -term Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company issued 8,625,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 5,933,333 Private Placement Warrants to TortoiseEcofin Borrower. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the Public Warrants (as defined below) and the Private Placement Warrants to purchase an aggregate of 14,558,333 Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti -dilutive The Company’s statement of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two -class Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. go Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. At June Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter -company Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three and six -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants (as defined below) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since December -current Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non -operating -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two -class calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the periods. Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average ordinary share price for the period and therefore the inclusion of such warrants would be anti -dilutive The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 8,602 $ 16,637 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares $ 8,602 $ 16,637 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 34,500,000 34,500,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ 18,837,625 $ 9,025,403 Net income allocable to Class A ordinary shares 8,602 16,637 Net income (loss) attributable to Class B ordinary shares $ 18,829,023 $ 9,008,766 Denominator: Weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 2.18 $ 1.04 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Liquidity
Liquidity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Liquidity | Note 3 — Liquidity The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has financed its operations to date primarily through private placements of its equity securities and loan agreements. Since its inception, the Company has incurred negative cash flows from operations and investing activities as it is expending significant resources in expanding its activities. This has resulted in losses from operations, which are expected to continue for the foreseeable future years, and an accumulated deficit. The Company may require additional financing to fund operations to meet its business plan. For the six months ended June 30, 2021, the Company incurred a net loss of $85.9 million and had negative cash flows from operating activities of $34.6 million. As of June 30, 2021, the Company had an accumulated deficit of $240.9 million and cash of $24.0 million. In the second quarter of 2020, the Company’s revenues declined due to COVID -19 -in-place -enabled -in-place In response, management implemented several plans to mitigate the impact of COVID -19 -prioritization -value -enabled -in-place -person -19 In April 2020, the Company received loan proceeds of $3.2 million under the PPP of the CARES Act as administered by the U.S. SBA (see Note 8 — Debt facilities). Until the Company is cash -flow -1 Management has considered conditions and events which provide substantial doubt about the Company’s ability to continue as a going concern (i.e., the COVID -19 | Note 3 — The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has financed its operations to date primarily through private placements of its equity securities and loan agreements. Since its inception, the Company has incurred negative cash flows from operations and investing activities as it is expending significant resources in expanding its activities. This has resulted in losses from operations, which are expected to continue for the foreseeable future years, and an accumulated deficit. The Company may require additional financing to fund operations to meet its business plan. During the years ended December 31, 2020 and 2019, the Company incurred a net loss of $72.3 During the first and second quarter of FY 2020, the Company’s revenues declined due to COVID -19 -in-place -enabled -in-place -19 In response, management implemented several plans to mitigate the impact of COVID -19 -prioritization -value -enabled -in-place -person -19 During April 2020, the Company received loan proceeds of $3.2 Until the Company is cash -flow -1 -19 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Asset Acquisition [Abstract] | |
Acquisitions | Note 4 — Acquisitions On April 21, 2021, the Company completed its acquisition of 2Predict, Inc. (“2Predict”), a Delaware corporation, from Praveen Mandal, the Company’s Chief Technology Officer. 2Predict uses artificial intelligence (“AI”) techniques to run next -level The acquisition of 2Predict was accounted for as a business combination according to ASC 805 -10 Business Combinations The Company recorded net assets acquired of $1.4 million, including definite -lived -lived -average The results of operations of 2Predict are included in the accompanying consolidated statements of operations from the date of acquisition. The pro forma financial information is not material to the Company’s consolidated financial statements. |
Fair value measurements
Fair value measurements | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair value measurements [Line Items] | |||
Fair value measurements | Note 5 — Fair value measurements The Company uses a three -tier -based The Company’s financial instruments for which the Company discloses fair value are as follows: Carrying Fair Value Level 1 Level 2 Level 3 December 31, 2020 Liabilities PPP Loan $ 3,193,300 $ 3,193,300 $ — $ 3,193,300 $ — Senior secured term loan 47,826,670 50,960,000 — 50,960,000 — Preferred Stock warrant liability 698,451 698,451 — — 698,451 Total $ 51,718,421 $ 54,851,751 $ — $ 54,153,300 $ 698,451 June 30, 2021 Liabilities PPP Loan $ 3,193,300 $ 3,193,300 $ — $ 3,193,300 $ — Senior secured term loan 49,000,000 50,470,000 — 50,470,000 — Preferred Stock warrant liability 580,243 580,243 — — 580,243 Total $ 52,773,543 $ 54,243,543 $ — $ 53,663,300 $ 580,243 Level 2 valuation — senior secured term loan and PPP The Company measures the fair value of the senior secured term loan using discounted cash flows and market -based -term Level 3 valuation — Preferred Stock warrants The Company measures the value of its Preferred Stock warrants on a recurring basis using the OPM Back solve approach. The OPM Back solve approach uses a Black -Scholes include time to liquidation, a risk -free -Held-Company The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, December 31, Expected dividend yield — % — % Risk-free interest rate 0.67 % 0.53 % Expected volatility 66.10 % 50.00 % Expected term (in years) 4.01 4.50 The Preferred Stock warrants are recorded as a liability due to the Preferred Stock’s redemption provisions. Unrealized losses resulting from changes in the fair value measurement of Preferred Stock warrants each period are recorded to other expenses, net in the Company’s accompanying consolidated statements of operations and comprehensive loss. The changes in the fair value of the Preferred Stock warrants were as follows: December 31, 2020 $ 698,451 Increase (decrease) in fair value of warrants (118,208 ) June 30, 2021 $ 580,243 December 31, 2019 $ 287,504 Increase (decrease) in fair value of warrants (10,987 ) June 30, 2020 $ 276,517 There were no transfers of financial instruments between levels of the hierarchy for the three months ended June 30, 2021 and 2020 and for the six months ended June 30, 2021 and 2020. | Note 4 — The Company uses a three -tier -based The Company’s financial instruments for which the Company discloses fair value are as follows: Carrying Amount Fair Value Level 1 Level 2 Level 3 December 31, 2019 Liabilities Senior secured term loan $ 23,181,240 $ 24,608,068 $ — $ 24,608,068 $ — Preferred Stock warrant liability 287,505 287,505 — — 287,505 Total $ 23,468,745 $ 24,895,573 $ — $ 24,608,068 $ 287,505 December 31, 2020 Liabilities PPP Loan $ 3,193,300 $ 3,193,300 $ — $ 3,193,300 $ — Senior secured term loan 47,826,670 50,960,000 — 50,960,000 — Preferred Stock warrant liability 698,451 698,451 — — 698,451 Total $ 51,718,421 $ 54,851,751 $ — $ 54,153,300 $ 698,451 Level 2 valuation — senior secured term loan and PPP The Company measures the fair value of the senior secured term loan using discounted cash flows and market -based -term Level 3 valuation — Preferred Stock warrants The Company measures the value of its Preferred Stock warrants on a recurring basis using the OPM Backsolve approach. The OPM Backsolve approach uses a Black -Scholes -free -Held-Company Assumptions used in the Backsolve approach for the years ended December 31, 2020 and 2019 were as follows: December 31, 2020 2019 Expected dividend yield — — Risk-free interest rate 0.53 % 1.76 % Expected volatility 50 % 50 % Expected term (in years) 4.50 5.50 The Preferred Stock warrants are recorded as a liability due to the Preferred Stock’s redemption provisions. Unrealized losses resulting from changes in the fair value measurement of Preferred Stock warrants each period are recorded to other expenses, net in the Company’s accompanying consolidated statements of operations and comprehensive loss. The changes in the fair value of the Preferred Stock warrants as of December 31, 2020 and 2019 were as follows: December 31, 2018 $ 126,206 Increase in the fair value of warrants 161,299 December 31, 2019 287,505 Increase in the fair value of warrants 410,946 December 31, 2020 $ 698,451 There were no transfers of financial instruments between levels of the hierarchy during the years ended December 31, 2020 and 2019. | |
Tortoise Acquisition Corp. II [Member] | |||
Fair value measurements [Line Items] | |||
Fair value measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December Description Quoted Significant Significant Liabilities: Derivative warrant liabilities $ 24,610,660 $ — $ 20,581,490 Transfers to/from Levels The fair value of the Public Warrants issued in connection with the Public Offering and Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such warrants, a Level 1 measurement, since December The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of As of Volatility 22.6 % 47.5 % Probability of success of a Business Combination 80.0 % 80.0 % Stock price $ 9.69 $ 10.65 Expected life of the options to convert 6 5.5 Risk-free rate 0.37 % 0.43 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from July Level 3 – Derivative warrant liabilities at July 24, 2020 (inception) $ — Issuance of Public and Private Warrants with Level 3 measurements 18,123,980 Change in fair value of derivative warrant liabilities measured with Level 3 inputs 27,068,170 Transfer of Public Warrants to Level 1 measurements (13,404,640 ) Derivative warrant liabilities at December 31, 2020 measured utilizing Level 3 inputs $ 20,581,490 | NOTE 8. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2021 Description Quoted Significant Significant Assets: Mutual funds $ 345,016,637 $ — $ — Liabilities: Derivative warrant liabilities $ 18,716,250 $ — $ 12,875,330 December 31, 2020 Description Quoted Significant Significant Assets: Cash held in Trust Account $ 345,000,000 $ — $ — Liabilities: Derivative warrant liabilities $ 24,610,660 $ — $ 20,581,480 Transfers to/from Levels Level 1 assets include investments in mutual funds invested in government securities and Public Warrants. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since December The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Volatility 22.7 % 30.0 % Stock price $ 10.49 $ 10.03 Expected life of the options to convert 5.96 5.09 Risk-free rate 0.37 % 0.88 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and six months ended June Level 3 – Derivative warrant liabilities at December 31, 2020 $ 20,581,490 Change in fair value of derivative warrant liabilities 3,424,170 Level 3 – Derivative warrant liabilities at March 31, 2021 $ 24,005,660 Change in fair value of derivative warrant liabilities (11,130,330 ) Level 3 – Derivative warrant liabilities at June 30, 2021 $ 12,875,330 |
Property and equipment, net
Property and equipment, net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and equipment, net | Note 6 — Property and equipment, net Property and equipment, net, as of June 30, 2021 and December 31, 2020, consist of the following: June 30, December 31, 2020 Charging stations and digital media screens $ 59,400,646 $ 43,717,259 Construction in progress 16,854,168 14,665,803 Capitalized research and development equipment 1,833,627 973,703 Leasehold improvements 750,901 552,005 Computer equipment and internal-use software 1,393,172 974,216 Other fixed assets 327,541 336,234 Capitalized software 14,096 — Total property and equipment 80,574,151 61,219,220 Less accumulated depreciation and amortization (19,386,015 ) (14,761,530 ) Property and equipment, net $ 61,188,136 $ 46,457,690 Construction in progress is primarily comprised of the charging stations that are in the process of being installed. Depreciation and amortization expenses were $2.5 million and $1.6 million for the three months ended June 30, 2021 and 2020, respectively and $4.7 million and $3.0 million for the six months ended June 30, 2021 and 2020, respectively. | Note 5 — Property and equipment, net, as of December 31, 2020 and 2019, consist of the following: December 31, 2020 2019 Charging stations and digital media screens $ 43,717,259 $ 32,172,355 Construction in progress 14,665,803 6,755,264 Capitalized research and development equipment 973,703 815,406 Leasehold improvements 552,005 541,647 Computer equipment and internal-use software 974,216 469,824 Other fixed assets 336,234 395,545 Total property and equipment 61,219,220 41,150,041 Less accumulated depreciation and amortization (14,761,530 ) (8,340,816 ) Property and equipment, net $ 46,457,690 $ 32,809,225 Construction in progress is primarily comprised of the charging stations that are in the process of being installed. Depreciation and amortization expenses were $6.5 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued expenses and other current liabilities | Note 7 — Accrued expenses and other current liabilities Accrued expenses and other current liabilities as of June 30, 2021 and December 31, 2020 consist of the following: June 30, December 31, 2020 Accrued billings on contracts $ 671,521 $ — Charging station expenses 5,311,727 4,811,852 Lease incentive liability 3,641,842 4,038,322 Employee related expenses 2,682,634 3,712,880 Financing transaction costs — 3,459,719 Other 725,613 2,274,252 Deposit liability 850,000 2,508,701 Accrued interest 35,119 1,426,156 Total accrued expenses and other liabilities $ 13,918,456 $ 22,231,882 Charging station expenses consist primarily of accrued installation costs and rent expenses. Accrued employee expenses consist of accrued bonuses and commissions. Financing transaction costs are in connection to the issuances of Series D Preferred Stock for the year ended December 31, 2020. | Note 6 — Accrued expenses and other current liabilities as of December 31, 2020 and 2019 consist of the following: December 31, 2020 2019 Charging station expenses $ 4,811,852 $ 2,396,854 Lease incentive liability 4,038,322 7,054,670 Employee related expenses 3,712,880 1,418,020 Financing transaction costs 3,459,719 — Other 2,274,252 578,054 Deposit liability 2,508,701 1,871,831 Accrued interest 1,426,156 708,000 Total accrued expenses and other liabilities $ 22,231,882 $ 14,027,429 Charging station expenses consist primarily of accrued installation costs and rent expenses. Accrued employee expenses consist of accrued bonuses and commissions. Financing transaction costs are in connection to the issuances of Series D Preferred Stock for the year ended December |
Debt facilities
Debt facilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt facilities | Note 8 — Debt facilities The Company’s outstanding debt instruments as of June 30, 2021 and December 31, 2020 are as follows: June 30, December 31, 2020 Term loan $ 49,000,000 $ 49,000,000 PPP small business loan 3,193,300 3,193,300 Total outstanding principal amount 52,193,300 52,193,300 Less unamortized debt issuance fees 1,006,148 1,173,330 Less current maturities 19,526,633 10,323,138 Total long-term debt $ 31,660,519 $ 40,696,832 Term loan On June 19, 2019, the Company entered into a term loan agreement that provides for senior secured term loan facilities of up to $44.0 million, and on November 25, 2020, the maximum borrowings were increased to $49.0 million. $40.0 million of the principal amount was outstanding as of June 30, 2020. The Company drew on the remaining amount of the commitment of $9.0 million as of December 31, 2020. The term loan bears interest on the total outstanding balance at 12% per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments beginning on July 1, 2021, and the term loan matures on June 19, 2024. These provisions expire on the earlier of loan termination, when the facility is fully drawn on, or two As of June 30, 2021, the lenders agreed to waive their right to call the debt as a result of violations of certain covenants. PPP Loan In April 2020 the Company applied for and received a small business loan of $3.2 million through the PPP. The loan principal and accrued interest are forgivable so long as the borrower maintains its payroll levels and uses the loan proceeds for eligible purposes during the covered period following disbursement, such as payroll, benefits, rent and utilities. Subject to certain qualifications and exclusions, the amount of loan forgiveness is reduced if the borrower terminates employees or reduces salaries during the covered period. Any portion of the loan that is not forgiven will carry interest at the stated rate of 1% per annum, and equal installment payments would be due monthly. Although the Company expects to receive full forgiveness for the loan as the entire amount was used for eligible expenses under the program, the Company plans to repay the PPP Loan. Term loan and PPP Loan payments by period as of June 30, 2021 are as follows: Fiscal Year Remainder of 2021 $ 9,244,903 2022 18,448,397 2023 16,333,333 2024 8,166,667 2025 — $ 52,193,300 Convertible notes During the six months ended June 30, 2020, the Company issued convertible notes with a total original principal amount of $9.5 million to investors. Subsequent to June 30, 2020 through December 31, 2020, the Company issued convertible notes with a total original principal amount of $20.7 million. The convertible notes accrued interest at a rate of 8% per annum and had an original maturity date of September 2021. As of December 31, 2020, all outstanding principal amounts and accrued but unpaid interest were automatically converted into shares of Series D -1 -1 -1 Financing obligations For one customer, the Company has entered into multiple contracts to sell media -enabled -current -current As of June 30, 2021 future payments under financing obligations were as follows: Fiscal Year Remainder of 2021 $ 573,803 2022 1,326,390 2023 1,330,651 2024 1,165,122 2025 751,928 Thereafter 294,072 Total future payments 5,441,966 Less amount representing interest 1,170,831 Total financing obligations $ 4,271,135 | Note 7 — Debt facilities The Company’s outstanding debt instruments as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Term loan $ 49,000,000 $ 24,000,000 PPP small business loan 3,193,300 — Total outstanding principal amount 52,193,300 24,000,000 Less unamortized debt issuance fees 1,173,330 818,760 Less current maturities 10,323,138 — Total long-term debt $ 40,696,832 $ 23,181,240 Term loan On June The term loan agreement contains certain covenants pertaining to reporting and financial requirements, as well as negative and affirmative covenants. If the Company does not meet its reporting requirements, the lenders have the right to request remedies, including an increase in the interest rate by 3.0% per annum, and an option to call the loan in the event of default. The Company was in compliance with all covenant requirements as of December 31, 2019. Subsequent to 2019, the Company was not in compliance with certain financial and reporting requirements for the month of June 2020. In August 2020 and November 2020, the lenders agreed to waive their right to call the debt as a result of those violations. In December 2020, the Company was in compliance with all covenants. PPP Loan In April 2020 the Company applied for and received a small business loan of $3.2 Term loan and PPP Loan payments by period as of December 31, 2020 are as follows: Year Ending December 31, 2021 $ 10,323,138 2022 18,731,273 2023 16,333,333 2024 6,805,556 2025 — $ 52,193,300 Convertible notes During the periods of March 2020 through October 2020, the Company issued convertible notes with a total original principal amount of $30.2 As of December 31, 2020, all outstanding principal amounts and accrued but unpaid interest were automatically converted into shares of Series D -1 -1 -1 Financing obligations For one customer, the Company has entered into multiple contracts to sell media -enabled -year -current -current -16 As of December 31, 2020 future payments under financing obligations were as follows: Year Ending December 31, 2021 $ 1,169,175 2022 1,346,001 2023 1,336,393 2024 1,170,864 2025 757,670 Thereafter 178,723 Total future payments 5,958,826 Less amount representing interest 1,391,880 Total financing obligations $ 4,566,946 |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants [Abstract] | ||
Warrants | Note 9 — Warrants Common Stock warrants In connection with Series D issuance, the Company issued equity classified warrants to purchase 381,679 During the six months ended June 30, 2021, 150,000 As of June 30, 2021, all Preferred Stock warrants and 7,889,254 C | Note 8 — Warrants Preferred Stock warrants In connection with the Company’s prior debt financing arrangements, the Company issued Preferred Stock warrants to purchase shares of Series B Preferred Stock. During December 2019, the Company issued warrants to purchase up to 209,029 shares of Series B Preferred Stock at an exercise price of $1.05 per warrant, expiring in July 2025 and all remained outstanding as of December 31, 2020. The fair value of the outstanding Preferred Stock warrants was initially $0.1 Common Stock warrants In connection with a prior debt facility which was partially used in 2018, then unused and terminated in 2019, the Company issued Common Stock warrants to purchase 1,951,969 In connection with Series D issuance, the Company issued warrants to purchase 381,679 and 150,000 As of December 31, 2020 and 2019, all Preferred Stock and Common Stock warrants remain outstanding. |
Redeemable convertible preferre
Redeemable convertible preferred stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock [Abstract] | ||
Redeemable convertible preferred stock | Note 10 — Redeemable convertible preferred stock A summary of the authorized and issued and outstanding redeemable convertible preferred stock (collectively, the “Preferred Stock”) as of June 30, 2021 and December 31, 2020, consist of the following: Preferred Stock Authorized Issued and Original Carrying Liquidation December 31, 2020 Series A 7,363,856 7,363,856 $ 8,823,381 $ 8,823,381 $ 8,831,988 Series B 11,247,313 11,090,568 15,137,773 15,137,773 15,489,087 Series C 18,581,768 18,581,768 30,892,828 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,004,530 Series C-2 7,675,798 7,675,798 19,638,170 19,638,170 19,999,998 Series D 17,748,512 9,374,786 64,661,690 64,661,690 69,194,358 Series D-1 8,283,574 8,283,574 31,254,753 42,329,063 31,254,753 71,566,249 63,035,778 $ 171,413,125 $ 182,599,047 $ 176,941,913 June 30, 2021 Series A 7,363,856 7,363,856 $ 8,823,381 $ 8,823,381 $ 8,831,988 Series B 11,247,313 11,090,568 15,137,773 15,137,773 15,489,087 Series C 18,581,768 18,581,768 30,892,828 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,004,530 Series C-2 7,675,798 7,675,798 19,638,170 19,638,170 19,999,998 Series D 17,748,512 13,266,042 92,092,367 92,092,367 97,915,329 Series D-1 8,283,574 8,283,574 31,254,753 42,329,063 31,254,753 71,566,249 66,927,034 $ 198,843,802 $ 210,029,724 $ 205,662,884 The Preferred Stock is presented outside of permanent equity in the consolidated financial statements due to the redemption provisions outside of the Company’s control in the event of a deemed liquidation, including a merger or consolidation in which the holders of Common Stock and Preferred Stock hold less than 50% of the post -merger Conversion Each share of Preferred Stock is convertible into fully paid and non -assessable -1 -2 -1 -1 The Company has the right to redeem up to a third of the originally issued shares of Series A Preferred Stock (including Common Stock resulting from the conversion thereof), at a redemption price equal to the Series A original issue price plus a premium of 75%, 150% or 225% thereon if the redemption occurs in the first year, two years or three years respectively of the issuance date. The redemption right terminates after the third anniversary of the issuance date. In the event of redemption of any shares of Series A Preferred Stock, the conversion rights of the shares designated for redemption will terminate on the last full day preceding the date fixed for redemption if the redemption price is fully paid on the redemption date. Upon any conversion, no adjustment to the conversion price will be made for any declared but unpaid dividends on the Preferred Stock surrendered for conversion or on the Class A Common Stock delivered upon conversion. All outstanding shares of Preferred Stock shall be mandatorily converted to shares of Class A Common Stock upon the following: (i) a closing of the sale of Common Stock to the public in a firm -commitment -outstanding Dividend rights The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall, on a pari passu basis, first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to that dividend per share of Preferred Stock as would equal the product of (i) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of a share of the applicable series of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend; provided that, if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Preferred Stock shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest dividend. Voting rights On any matter presented to the stockholders of the Company at any meeting of the stockholders, the holders of Preferred Stock are entitled to cast the number of votes equal to the number of shares of Preferred Stock held. Holders of Preferred Stock vote together as a single class with the holders of the Company’s Common Stock. The holders of Series D and Series D -1 -1 -2 Liquidation preference In the event of any liquidation, dissolution or winding up of the Company, or a deemed liquidation event (a merger or consolidation in which the holders of Common Stock and Preferred Stock hold less than 50% of the post -merger immediately prior to any such event of liquidation. If upon any such event of liquidation, dissolution, or winding up of the Company, the assets of the Company available for distribution are insufficient, the holders of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the number of shares held. Redemption The holders of Preferred Stock have no voluntary rights to redeem shares. If a deemed liquidation event occurs and the Company does not effect a dissolution of the Company, the holders of the Preferred Stock have the right to require the Company to redeem the Preferred Stock at the same amount as the liquidation amount. Although the Preferred Stock is not mandatorily or currently redeemable, a deemed liquidation would constitute an event outside the Company’s control in which the Company would be obligated to redeem the Preferred Stock. | Note 9 — Redeemable convertible preferred stock A summary of the authorized and issued and outstanding redeemable convertible preferred stock (collectively, the “Preferred Stock”) as of December 31, 2020 and 2019, consist of the following: Preferred Stock Authorized Issued and Original Carrying Liquidation December 31, 2019 Series A 7,363,856 7,363,856 $ 8,831,988 $ 8,823,381 $ 8,832,209 Series B 11,247,313 11,090,568 15,489,087 15,137,773 15,489,087 Series C 18,581,768 18,581,768 31,167,199 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,116,142 Series C-2 7,675,798 7,675,798 19,999,998 19,638,170 20,000,059 45,534,163 45,377,418 $ 76,492,802 $ 75,608,294 $ 76,604,696 Preferred Stock Authorized Issued and Original Carrying Liquidation December 31, 2020 Series A 7,363,856 7,363,856 $ 8,823,381 $ 8,823,381 $ 8,831,988 Series B 11,247,313 11,090,568 15,137,773 15,137,773 15,489,087 Series C 18,581,768 18,581,768 30,892,828 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,004,530 Series C-2 7,675,798 7,675,798 19,638,170 19,638,170 19,999,998 Series D 17,748,512 9,374,786 64,661,690 64,661,690 69,194,358 Series D-1 8,283,574 8,283,574 31,254,753 42,329,063 31,254,753 71,566,249 63,035,778 $ 171,413,125 $ 182,599,047 $ 176,941,913 The Preferred Stock is presented outside of permanent equity in the consolidated financial statements due to the redemption provisions outside of the Company’s control in the event of a deemed liquidation, including a merger or consolidation in which the holders of Common Stock and Preferred Stock hold less than 50% of the post -merger Conversion Each share of Preferred Stock is convertible into fully paid and non -assessable -1 -2 -1 -1 The Company has the right to redeem up to a third of the originally issued shares of Series A Preferred Stock (including Common Stock resulting from the conversion thereof), at a redemption price equal to the Series A original issue price plus a premium of 75%, 150% or 225% thereon if the redemption occurs in the first year, two years or three years respectively of the issuance date. The redemption right terminates after the third anniversary of the issuance date. In the event of redemption of any shares of Series A Preferred Stock, the conversion rights of the shares designated for redemption will terminate on the last full day preceding the date fixed for redemption if the redemption price is fully paid on the redemption date. Upon any conversion, no adjustment to the conversion price will be made for any declared but unpaid dividends on the Preferred Stock surrendered for conversion or on the Class A Common Stock delivered upon conversion. All outstanding shares of Preferred Stock shall be mandatorily converted to shares of Class A Common Stock upon the following: (i) a closing of the sale of Common Stock to the public in a firm -commitment -outstanding Dividend rights The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall, on a pari passu basis, first receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to that dividend per share of Preferred Stock as would equal the product of (i) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of a share of the applicable series of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend; provided that, if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of Preferred Stock shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest dividend. Voting rights On any matter presented to the stockholders of the Company at any meeting of the stockholders, the holders of Preferred Stock are entitled to cast the number of votes equal to the number of shares of Preferred Stock held. Holders of Preferred Stock vote together as a single class with the holders of the Company’s Common Stock. The holders of Series D and Series D -1 -1 -2 Liquidation preference In the event of any liquidation, dissolution or winding up of the Company, or a deemed liquidation event (a merger or consolidation in which the holders of Common Stock and Preferred Stock hold less than 50% of the post -merger Redemption The holders of Preferred Stock have no voluntary rights to redeem shares. If a deemed liquidation event occurs and the Company does not effect a dissolution of the Company, the holders of the Preferred Stock have the right to require the Company to redeem the Preferred Stock at the same amount as the liquidation amount. Although the Preferred Stock is not mandatorily or currently redeemable, a deemed liquidation would constitute an event outside the Company’s control in which the Company would be obligated to redeem the Preferred Stock. |
Stockholders' deficit and stock
Stockholders' deficit and stock-based compensation | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' deficit and stock-based compensation [Line Items] | |||
Stockholders' deficit and stock-based compensation | Note 11 — Stockholders’ deficit and stock-based compensation As of June 30, 2021 and December 31, 2020, the shares of Common Stock authorized, issued and outstanding were as follows: Authorized Shares Issued and Outstanding Shares December 31, 2020 Class A Common Stock 86,000,000 9,485,479 Class B Common Stock 40,000,000 10,865,932 126,000,000 20,351,411 June 30, 2021 Class A Common Stock 86,000,000 9,485,479 Class B Common Stock 40,000,000 17,692,588 126,000,000 27,178,067 Holders of Class A Common Stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company; holders of Class B Common Stock have no voting rights. Holders of Common Stock are entitled to receive dividends whenever funds are legally available and when declared by the Volta Board, subject to the priority rights of holders of all series of Preferred Stock outstanding. During the six months ended June 30, 2021, options to purchase 976,522 Shares reserved for issuance The Company had reserved shares of Common Stock for future issuance as of June 30, 2021 and December 31, 2020 as follows: June 30, December 31, Conversion of Series A Preferred Stock 7,363,856 7,363,856 Conversion of Series B Preferred Stock 11,090,568 11,090,568 Conversion of Series C Preferred Stock 18,581,768 18,581,768 Conversion of Series C-1 Preferred Stock 665,428 665,428 Conversion of Series C-2 Preferred Stock 7,675,798 7,675,798 Conversion of Series D Preferred Stock 13,266,042 9,374,786 Conversion of Series D-1 Preferred Stock 8,283,574 8,283,574 Preferred Stock warrants 156,745 156,745 Common Stock warrants 8,219,254 8,369,254 Stock option plans: Options and RSAs outstanding 9,759,451 5,197,616 Shares available for grant 697,370 11,785,727 Total 85,759,854 88,545,120 2014 Stock Plan Under the 2014 Equity Incentive Plan (“Volta Option Plan”), employees, officers, directors, and consultants of the Company are able to participate in the Company’s future performance through awards of non -qualified Incentive and non -statutory The exercise price of any option granted to a 10% stockholder may not be less than 110% of the estimated fair value of the Common Stock on the date of grant, as determined by the Volta Board. Options granted under the Volta Option Plan expire no later than ten years from the date of grant. Options granted under the Volta Option Plan vest over periods determined by the Volta Board, generally over periods of four years. The Volta Option Plan terminates automatically ten years after the earlier of its adoption by the Volta Board or the approval of the Volta Option Plan by the stockholders. Subject to Volta Board approval at the grant date, if an option includes an “early exercise” feature, then such option shall be exercisable at any time, but any unvested option shares shall be subject to the Company’s right to repurchase them at the original exercise price in the event that the optionee’s service terminates for any reason. If an option does not permit early exercise, then such an option shall not be exercisable with respect to unvested shares. As of June 30, 2021, there were options and RSAs outstanding to purchase a total of 112,009 Class A shares of Common Stock and 9,491,886 of Class B shares of Common Stock under the Volta Option Plan. As of June 30, 2021, zero options for Class A Common Stock and 697,370 Number Weighted- average Weighted- Aggregate December 31, 2020 14,469,493 $ 0.93 8.2 $ 30,880,726 Options granted 4,186,892 3.35 Options exercised (509,918 ) 1.70 Options forfeited (102,408 ) 1.76 Options expired — — March 31, 2021 18,044,059 $ 2.03 8.4 $ 108,589,869 Options granted 1,370,700 7.77 Options exercised (316,604 ) 0.66 Options forfeited (66,827 ) 2.41 Options expired — — June 30, 2021 19,031,328 $ 2.88 8.3 $ 124,350,693 Options vested and exercisable as of December 31, 2020 1,947,361 $ 0.63 7.0 $ 4,734,286 Options vested and exercisable as of March 31, 2021 3,486,657 $ 1.39 7.9 $ 21,218,494 Options vested and exercisable as of June 30, 2021 3,422,783 $ 1.46 7.7 $ 23,970,041 The aggregate intrinsic value of employee options exercised for the three months ended June 30, 2021 and 2020 was $2.5 million and zero, respectively. The aggregate intrinsic value of employee options exercised for the six months ended June 30, 2021 and 2020 was $5.8 million and $4.1 thousand, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s Common Stock at the date of exercise and the exercise price for in -the-money During the six months ended June 30, 2021, the Company granted 5,557,592 options to purchase shares of its Class B Common Stock at a weighted average exercise price of $4.44 per share, pursuant to the Volta Option Plan. The weighted average grant date fair value of employee options granted for the three months ended June 30, 2021 and 2020 was $5.03 and $0.63 per share, respectively. The weighted -average -date -average -date The weighted average grant date fair value of employee options granted for the six months ended June 30, 2021 and 2020 was $4.21 and $0.54 per share, respectively. The weighted -average -date -average -date Stock-based compensation Stock -based -Scholes The weighted -average Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected dividend yield — % — % — % — % Risk-free interest rate 1.1 % 0.4 % 0.7 % 1.2 % Expected volatility 66.1 % 54.2 % 59.7 % 42.1 % Expected term (in years) 6.1 5.4 5.8 5.9 The Company has limited historical information to develop reasonable expectations about future exercise patterns and post -vesting The risk -free As the Company does not have a trading history for its Common Stock prior to the Business Combination (see Note 17 — Subsequent events), the expected stock price volatility for the Company’s Common Stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its Common Stock. As of June 30, 2021 and 2020, the Company had unrecognized employee stock -based -average Compensation expense Compensation expense related to stock -based Partial recourse promissory notes As of June 30, 2021 and December 31, 2020, the Company had $18.7 million and $10.4 million, respectively of promissory notes outstanding from employees, issued for 1,036,124 restricted stock purchases of Class A Common Stock, for both years, and the exercise of 11,147,195 aggregate purchase price of the awards and carry interest rates of 2.30% with interest due and payable annually and the principal due upon the earlier of: (i) the tenth anniversary of the note’s issuance, or (ii) the date of a change of control. The promissory notes issued for the taxes paid on behalf of employees relating to restricted stock awards granted during the quarter ended June 30, 2020 represent the amount of taxes paid and carry interest at a rate pf 3.25% per annum compounded annually and the principal and interest are due upon the earlier of: (i) the fourth anniversary of the note’s issuance, or (ii) a termination of employment; or (iii) the date of a change of control. All promissory notes issued are collateralized by the shares issued in exchange for the note and were considered to be partial recourse as they may be surrendered at the then fair market value of a share of Common Stock as determined by the Volta Board. The remainder up to 50% for some notes, or 37.5% for others, of the value of the original principal of the notes is collateralized by the assets of the borrowers. The amount payable is not limited to the fair value of the shares at the time of default or maturity. As such, the shares are not considered exercised for accounting purposes and the shares issued are not reflected as outstanding in the consolidated financial statements until the notes are repaid and the underlying stock options have vested. | Note 10 — Stockholders’ equity and stock-based compensation As of December 31, 2020 and 2019, the shares of Common Stock authorized, issued and outstanding were as follows: Authorized Shares Issued and Outstanding Shares December 31, 2019 Class A Common Stock 55,920,000 7,409,330 Class B Common Stock 21,000,000 3,456,714 76,920,000 10,866,044 December 31, 2020 Class A Common Stock 86,000,000 9,485,479 Class B Common Stock 40,000,000 10,865,932 126,000,000 20,351,411 Holders of Class A Common Stock are entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company; holders of Class B Common Stock have no voting rights. Holders of Common Stock are entitled to receive dividends whenever funds are legally available and when declared by the Volta Board, subject to the priority rights of holders of all series of Preferred Stock outstanding. Shares reserved for issuance The Company had reserved shares of Common Stock for future issuance as of December 31, 2020 and 2019 as follows: December 31, 2020 2019 Conversion of Series A Preferred Stock 7,363,856 7,363,856 Conversion of Series B Preferred Stock 11,090,568 11,090,568 Conversion of Series C Preferred Stock 18,581,768 18,581,768 Conversion of Series C-1 Preferred Stock 665,428 665,428 Conversion of Series C-2 Preferred Stock 7,675,798 7,675,798 Conversion of Series D Preferred Stock 9,374,786 — Conversion of Series D-1 Preferred Stock 8,283,574 — Preferred Stock warrants 156,745 156,745 Common Stock warrants 8,369,254 7,837,575 Stock option plans: Options and RSAs outstanding 5,197,616 10,691,126 Shares available for grant 11,785,727 1,528,203 Total 88,545,120 65,591,067 2014 Stock Plan Under the 2014 Equity Incentive Plan (“Volta Option Plan”), employees, officers, directors, and consultants of the Company are able to participate in the Company’s future performance through awards of non -qualified Incentive and non -statutory The exercise price of any option granted to a 10% stockholder may not be less than 110% of the estimated fair value of the Common Stock on the date of grant, as determined by the Volta Board. Options granted under the Volta Option Plan expire no later than ten years from the date of grant. Options granted under the Volta Option Plan vest over periods determined by the Volta Board, generally over periods of four years. The Volta Option Plan terminates automatically ten years after the earlier of its adoption by the Volta Board or the approval of the Volta Option Plan by the stockholders. Subject to Volta Board approval at the grant date, if an option includes an “early exercise” feature, then such option shall be exercisable at any time, but any unvested option shares shall be subject to the Company’s right to repurchase them at the original exercise price in the event that the optionee’s service terminates for any reason. If an option does not permit early exercise, then such an option shall not be exercisable with respect to unvested shares. As of December 31, 2020, there were options and RSAs outstanding to purchase a total of 112,009 Class A shares of Common Stock and 4,910,607 of Class B shares of Common Stock under the Volta Option Plan. As of December 31, 2020, zero options for both Class A Common Stock and Class B Common Stock were available for issuance under the Volta Option Plan. Option award activity for employees and non -employees Number Weighted-average Weighted- Aggregate December 31, 2018 5,457,736 $ 0.54 8.9 $ 765,591 Options granted 5,636,140 0.96 Options exercised (68,903 ) 0.33 Options forfeited (393,806 ) 0.66 Options expired (8,541 ) 0.38 December 31, 2019 10,622,626 0.76 8.6 5,836,457 Options granted 4,383,239 1.05 Options exercised (213,490 ) 0.49 Options forfeited (232,113 ) 0.97 Options expired (90,769 ) 0.76 December 31, 2020 14,469,493 $ 0.93 8.2 $ 30,880,726 Options vested and exercisable as of December 31, 2019 4,208,556 0.55 8.0 3,180,418 Options vested and exercisable as of December 31, 2020 1,947,361 0.63 7.0 4,734,286 The aggregate intrinsic value of employee options exercised during the years ended December 31, 2020 and 2019 was $0.5 -the-money The weighted -average -date -average -date -average -date Stock-based compensation Stock -based -Scholes The weighted -average December 31, 2020 2019 Expected dividend yield — — Risk-free interest rate 0.80 % 2.07 % Expected volatility 48.14 % 34.39 % Expected term (in years) 6.0 6.0 The Company has limited historical information to develop reasonable expectations about future exercise patterns and post -vesting The risk -free As the Company does not have a trading history for its Common Stock prior to the Business Combination (see Note 17 — Subsequent events), the expected stock price volatility for the Company’s Common Stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its Common Stock. As of December 31, 2020 and 2019, the Company had employee stock -based -average Compensation expense Compensation expense related to stock -based Partial recourse promissory notes As of December 31, 2020 and 2019, the Company had $10.4 the fair value of the shares at the time of default or maturity. As such, the shares are not considered exercised for accounting purposes and the shares issued are not reflected as outstanding in the consolidated financial statements until the notes are repaid and the underlying stock options have vested. | |
Tortoise Acquisition Corp. II [Member] | |||
Stockholders' deficit and stock-based compensation [Line Items] | |||
Stockholders' deficit and stock-based compensation | NOTE 8. SHAREHOLDERS’ EQUITY Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Founder Shares will have the right to elect all of the Company’s directors prior to the Initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares and holders of the Founder Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law or stock exchange rule. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one -for-one -divisions -linked -converted -linked -linked In connection with the Company entering into the Business Combination Agreement, subject to the closing thereof, the Sponsor and the Initial Shareholders agreed to waive the anti -dilution Preference Shares | NOTE 7. SHAREHOLDERS’ EQUITY Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Founder Shares will have the right to elect all of the Company’s directors prior to the Initial Business Combination. On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares and holders of the Founder Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law or stock exchange rule. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one -for-one -divisions -linked -converted -linked -linked In connection with the Company entering into the Business Combination Agreement, subject to the closing thereof, the Sponsor and the Initial Shareholders agreed to waive the anti -dilution Preference Shares |
Net loss per share
Net loss per share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss per share | Note 12 — Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. For stock options that were exercised by employees issuing promissory notes to the Company, the shares of Common Stock issued under such exercises are not included in the calculation of basic net loss per share until the underlying promissory notes are fully paid or forgiven. Diluted net loss per share is computed in a similar manner, but it also includes the effect of potential common shares outstanding during the period, when dilutive. Potential common shares include outstanding stock options, convertible Preferred Stock, warrants for Common Stock and warrants for Preferred Stock. The dilutive effect of potentially dilutive common shares is reflected in diluted net loss per share by application of the treasury stock method for stock options and warrants, and by application of the if -converted The following table presents the computation of basic and diluted net loss per share for the periods presented: Three Months Ended Six Months Ended 2021 2020 2021 2020 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Net loss $ (8,466,666 ) $ (12,119,063 ) $ (9,870,349 ) $ (2,009,737 ) $ (38,664,100 ) $ (47,196,324 ) $ (20,781,989 ) $ (4,225,794 ) Denominator: Basic shares: Weighted-average common shares, basic 6,373,206 9,122,514 6,373,206 1,297,671 6,373,206 7,779,617 6,373,206 1,295,923 Diluted shares: Weighted-average common shares, diluted 6,373,206 9,122,514 6,373,206 1,297,671 6,373,206 7,779,617 6,373,206 1,295,923 Net loss per share attributable to common stockholders: Basic $ (1.33 ) $ (1.33 ) $ (1.55 ) $ (1.55 ) $ (6.07 ) $ (6.07 ) $ (3.26 ) $ (3.26 ) Diluted $ (1.33 ) $ (1.33 ) $ (1.55 ) $ (1.55 ) $ (6.07 ) $ (6.07 ) $ (3.26 ) $ (3.26 ) The following weighted average shares of the potentially dilutive outstanding securities for the three months ended and six months ended June 30, 2021 were excluded from the computation of diluted net loss per share because their effect would have been anti -dilutive Three Months Ended Six Months Ended 2021 2020 2021 2020 Anti-dilutive securities Outstanding stock options – stock plan 9,603,895 12,646,221 9,603,895 12,646,221 Non plan option grants 155,556 — 155,556 — Convertible Preferred Stock 66,927,034 66,927,034 66,927,034 66,927,034 Warrants for Common Stock 8,219,254 8,219,254 8,219,254 8,219,254 Warrants for Preferred Stock 156,745 156,745 156,745 156,745 Options and RSAs exercised under notes receivables 11,327,631 3,201,729 11,327,631 3,201,729 Total anti-dilutive securities 96,390,115 91,150,983 96,390,115 91,150,983 | Note 11 — Net loss per share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. For stock options that were exercised by employees issuing promissory notes to the Company, the shares of Common Stock issued under such exercises are not included in the calculation of basic net loss per share until the underlying promissory notes are fully paid or forgiven. Diluted net loss per share is computed in a similar manner, but it also includes the effect of potential common shares outstanding during the period, when dilutive. Potential common shares include outstanding stock options, convertible Preferred Stock, warrants for Common Stock and warrants for Preferred Stock. The dilutive effect of potentially dilutive common shares is reflected in diluted net loss per share by application of the treasury stock method for stock options and warrants, and by application of the if -converted -dilutive The following table presents the computation of basic and diluted net loss per share for the periods presented: Year Ended December 31, 2020 2019 Class A Class B Class A Class B Numerator: Net loss $ (59,814,813 ) $ (12,504,064 ) $ (33,979,564 ) $ (6,673,052 ) Denominator: Basic shares: Weighted-average common shares, 6,373,206 1,332,295 6,373,206 1,251,598 Diluted shares: Weighted-average common shares, diluted 6,373,206 1,332,295 6,373,206 1,251,598 Net loss per share attributable to common stockholders: Basic $ (9.39 ) $ (9.39 ) $ (5.33 ) $ (5.33 ) Diluted $ (9.39 ) $ (9.39 ) $ (5.33 ) $ (5.33 ) The following weighted average shares of the potentially dilutive outstanding securities for the years ended December 31, 2020 and 2019 were excluded from the computation of diluted net loss per share because their effect would have been anti -dilutive December 31, 2020 2019 Anti-dilutive securities Outstanding stock options – stock plan 5,022,616 10,622,626 Non plan option grants 175,000 — Convertible Preferred Stock 63,035,778 45,377,418 Warrants for Common Stock 8,219,254 7,837,575 Warrants for Preferred Stock 156,745 156,745 Options and RSAs exercised under notes receivables 11,327,631 3,201,729 Total anti-dilutive securities 87,937,024 67,196,093 |
Leases
Leases | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Leases | Note 13 — Leases The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for the installation of its electric vehicle charging stations (“site leases”). These leases generally have an initial term ranging from five to ten years, with the option to extend the lease for one to five years. In connection with the leases, the Company had asset retirement obligations for the restoration of lease sites of $1.0 million and $0.8 million as of June 30, 2021 and December 31, 2020, respectively, in other non -current Supplemental information related to leases within the consolidated balance sheets is as follows: June 30, December 31, 2020 Other operating leases information Weighted-average remaining lease term (years) 7.7 7.9 Weighted-average discount rate 13.4 % 13.8 % The Company received COVID -19 -free Three Months Ended Six Months Ended 2021 2020 2021 2020 Operating lease costs Fixed lease cost $ 2,806,857 $ 1,654,602 $ 5,442,923 $ 3,192,685 Variable lease cost 129,153 (59,970 ) 197,647 (35,364 ) Total operating lease costs $ 2,936,010 $ 1,594,632 $ 5,640,570 $ 3,157,321 Supplemental cash flow information related to leases is as follows: Three Months Ended Six Months Ended 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,390,864 $ 1,352,324 $ 4,446,945 $ 2,661,999 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 2,544,473 $ 2,471,421 $ 7,266,255 $ 4,734,048 Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments. Maturities of lease liabilities as of June 30, 2021 are as follows: Fiscal Year Operating Remainder of 2021 $ 5,754,128 2022 10,865,604 2023 11,185,659 2024 10,648,943 2025 9,788,001 Thereafter 32,678,604 Total undiscounted lease payments 80,920,939 Less imputed interest (30,283,127 ) Total lease liabilities $ 50,637,812 As of June 30, 2021, there are no material leases that are legally binding but have not yet commenced. | Note 12 — Leases The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for the installation of its electric vehicle charging stations (“site leases”). These leases generally have an initial term ranging from five to ten years, with the option to extend the lease for one to five years. In connection with the leases, the Company recorded asset retirement obligations for the restoration of lease sites of $0.8 -current Supplemental information related to leases within the consolidated balance sheets is as follows: December 31, 2020 2019 Other operating leases information Weighted-average remaining lease term (years) 7.9 8.1 Weighted-average discount rate 13.8 % 13.3 % The Company received COVID -19 -free Year Ended December 31, 2020 2019 Operating lease costs Fixed lease cost $ 7,388,997 $ 4,011,839 Variable lease cost (78,702 ) 207,470 Total operating lease costs $ 7,310,295 $ 4,219,309 Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 6,837,734 $ 3,452,433 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 18,369,433 $ 26,962,093 Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments. Maturities of lease liabilities as of December 31, 2020 are as follows: Year Ending December 31, Operating 2021 $ 9,474,959 2022 9,725,444 2023 9,908,607 2024 9,349,544 2025 8,578,895 Thereafter 26,090,109 Total undiscounted lease payments 73,127,558 Less imputed interest (28,497,977 ) Total lease liabilities $ 44,629,581 As of December 31, 2020, there were no material leases that are legally binding but have not yet commenced. |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | |||
Commitments and Contingencies | Note 14 — Commitments and Contingencies Contingencies From time to time, the Company may become involved in claims and other legal matters, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these ongoing legal matters, individually and in aggregate, will have a material adverse effect on the Company’s consolidated financial statements. As of June 30, 2021 and December 31, 2020, the Company had $0.6 million in accrued expenses and other current liabilities on the consolidated balance sheets for invoices totaling $1.4 million. In good faith, the Company disputed invoices for work performed in 2019. There are various disagreements between the Company and the vendor regarding these invoices. The Company disputes the underlying basis for these amounts and notified the vendor during the year ended December 31, 2020 of the Company’s intent not to pay. Employee benefit plan The Company has a 401(K) defined contribution savings plan that covers substantially all of its employees. The Company contributes a matching contribution of up to 4% of the employee’s contribution under applicable safe harbor rules. Employee contribution is also limited by annual maximum amount determined by the Internal Revenue Service. The Company made contributions of $0.2 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.5 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. | Note 13 — Contingencies Contingencies From time to time, the Company may become involved in claims and other legal matters, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these other claims cannot be predicted with certainty, management does not believe that the outcome of any of these ongoing legal matters, individually and in aggregate, will have a material adverse effect on the Company’s consolidated financial statements. For the year ended December 31, 2020, the Company recognized $0.6 | |
Tortoise Acquisition Corp. II [Member] | |||
Commitments and Contingencies [Line Items] | |||
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), and any Class A ordinary shares held by the Initial Shareholders, the Sponsor and TortoiseEcofin Borrower at the completion of the Initial Public Offering or acquired prior to or in connection with the Initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands that the Company offer such securities in an underwritten offering. These holders also have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotment The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 Deferred Legal Fees Associated with the Initial Public Offering The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees until the closing of the Initial Business Combination. As of December Forward Purchase Agreement The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”), pursuant to which the Company may elect, in its sole and absolute discretion, to offer CIBC National Trust Company (“CIBC National Trust”) the opportunity to purchase forward purchase units, consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one -fourth aggregate amount of $100,000,000 of Forward Purchase Units at a price per unit equal to the public offering price (the “Maximum Aggregate Amount”). The Forward Purchase Shares will be identical to the Class A ordinary shares included in the Units sold in the Initial Public Offering and the Forward Purchase Warrants will have the same terms as the Public Warrants, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the Initial Business Combination, and any excess funds may be used for the working capital needs of the post -transaction In connection with the Company entering into the Business Combination Agreement, the Company entered into a subscription agreement with CIBC National Trust pursuant to which CIBC National Trust agreed to purchase, subject to the satisfaction of applicable closing conditions, shares of our Class A Common Stock (as defined in Note 10). On February Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 | NOTE 5. COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), and any Class A ordinary shares held by the Initial Shareholders, the Sponsor and TortoiseEcofin Borrower at the completion of the Initial Public Offering or acquired prior to or in connection with the Initial Business Combination, are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands that the Company offer such securities in an underwritten offering. These holders also have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotment The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 Deferred Legal Fees Associated with the Initial Public Offering The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees until the closing of the Initial Business Combination. As of June Forward Purchase Agreement The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”), pursuant to which the Company may elect, in its sole and absolute discretion, to offer CIBC National Trust Company (“CIBC National Trust”) the opportunity to purchase forward purchase units, consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one -fourth -transaction On February Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes | Note 15 — Income taxes The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year in accordance with ASC 740 -270 | Note 14 — Income taxes Loss before income taxes for the years ended December 31, 2020 and 2019 are as follows: Year Ended December 31, 2020 2019 United States $ (72,309,781 ) $ (40,639,653 ) Loss before income taxes $ (72,309,781 ) $ (40,639,653 ) The provision for income taxes for the years ended December 31, 2020 and 2019 was immaterial, and the individual components (current and deferred, federal and state) were all individually immaterial as well. Years Ended December 31, 2020 2019 Current: Federal $ — $ — State 9,096 12,963 Deferred: Federal — — State — — Total income tax provision $ 9,096 $ 12,963 The difference between the tax provision at the statutory federal income tax rate and the provision for (benefit from) income tax as a percentage of loss before income taxes (effective tax rate) for the years ended December 31, 2020 and 2019 was as follows: Year Ended December 31, 2020 2019 Benefit from income taxes at U.S. federal statutory rate $ (15,415,033 ) $ (8,534,327 ) State statutory rate (2,915,853 ) (602,022 ) Change in valuation allowance 19,235,173 12,564,697 Permanent differences 479,583 170,523 Alternative fuel vehicle credit (1,383,870 ) (3,598,871 ) Other 9,096 12,963 Total provision for (benefit from) income taxes $ 9,096 $ 12,963 The Company’s effective tax rate differs from the federal statutory rate primarily due to the change in valuation allowance and the alternative fuel credit. The components of net deferred tax assets as of December 31, 2020 and 2019 consisted of the following: Year Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryovers $ 35,596,006 $ 16,781,509 Accruals, deferrals and reserves 2,418,008 830,822 Operating lease liabilities 13,599,071 9,404,234 Stock compensation 196,079 79,245 Credits 8,795,895 7,412,025 Gross deferred tax assets 60,605,059 34,507,834 Valuation allowance (45,616,779 ) (26,381,606 ) Gross deferred tax assets after valuation allowance 14,988,280 8,126,228 Deferred tax liabilities: Fixed assets and intangibles (2,930,512 ) (2,359,601 ) Operating lease right-of-use assets (12,057,768 ) (5,766,628 ) Gross deferred tax liabilities $ (14,988,280 ) $ (8,126,228 ) Net deferred tax assets $ — $ — Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction by jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. During the years ended December 31, 2020 and 2019, the valuation allowance increased by $19.2 Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. As of December 31, 2020, the Company had federal and state NOL carryforwards of approximately $62.3 The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de -recognition The Company’s policy is to include penalties and interest related to income tax matters within the Company’s benefit from (provision for) income taxes. As of December 31, 2020, the Company had no material accrued interest and penalties related to uncertain tax positions. The 2017 through 2020 tax years generally remain subject to examination by U.S. federal and most state tax authorities. |
Related party transactions
Related party transactions | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Related party transactions [Line Items] | |||
Related party transactions | Note 16 — Related party transactions The Company received consulting services from 2Predict, Inc., a firm where a Volta officer is co -founder The Company issued a total of $9.5 million in convertible notes for the six months ended June 30, 2020, of which $6.5 million was issued to Activate Capital Partners, LP, an entity where a Volta Board member is partner and co -founder -1 From June 30, 2020 through December 31, 2020, the Company issued 9,374,786 During the six months ended June 30, 2020 and as of December 31, 2020, in connection with Series D issuance (see Note 9 — Warrants), the Company issued 381,679 Class B Common Stock warrants for a total value of $0.3 million to Energize Ventures, LLC and 150,000 Class B Common Stock warrants for a total value of $0.5 million to Activate Capital Partners, LP for the consulting services provided during the fundraising. All of the principal related to partial recourse promissory notes issued by the Company as of December 31, 2020 was used to exercise options for 9,271,877 -based As of the six months ended June 30, 2021, the Company entered into promissory note agreements with related parties where the Company loaned $8.3 million at an interest rate of 3.25%. The entire unpaid principal and interest balances on the total amount of the notes are due in February 2025, and 3,407,015 For the six months ended June 30, 2021, the Company issued 6,826,656 During the six months ended June 30, 2021, Activate Capital Partners, LP exercised 150,000 | Note 16 — Related party transactions During the years ended December 31, 2020 and 2019, the Company received consulting services from 2Predict, Inc., a firm where a Volta officer is co -founder The Company issued a total of $30.2 -founder -1 During the year ended December 31, 2020, the Company issued 9,374,786 During the year ended December 31, 2020, in connection with Series D issuance (see Note 8 — Warrants), the Company issued 531,679 Class B Common Stock warrants for a total value of $0.7 During the year ended December 31, 2020, the CEO and the President of the Company transferred and sold fully vested 855,688 During the year ended December 31, 2020, the Company issued partial recourse promissory notes (see Note 10 — Stockholders’ equity and stock -based | |
Tortoise Acquisition Corp. II [Member] | |||
Related party transactions [Line Items] | |||
Related party transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On July -allotment The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Initial Business Combination and (b) subsequent to the Initial Business Combination, (i) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading commencing at least 150 days after the consummation of the Initial Business Combination, and (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to TortoiseEcofin Borrower, generating gross proceeds to the Company of approximately $8.9 Each Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable TortoiseEcofin Borrower and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On July -interest In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, certain of the Company’s officers and directors or any of their respective affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination is not completed within the Combination Period, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 -combination Administrative Services Agreement Pursuant an Administrative Services Agreement between the Company and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), dated September In addition, the Sponsor, the Company’s officers and directors or any of their respective affiliates will be reimbursed for any out -of-pocket | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On July 29, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Founder Shares. In September 2020, the Company effected a share capitalization of 1,437,500 Founder Shares, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the share capitalization. The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,125,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The over -allotment The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Initial Business Combination and (b) subsequent to the Initial Business Combination, (i) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading Private Placement Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to TortoiseEcofin Borrower, generating gross proceeds to the Company of approximately $8.9 million. Each Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable TortoiseEcofin Borrower and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. Related Party Loans On July 29, 2020, the Sponsor agreed to loan the Company up to $600,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non -interest In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor, certain of the Company’s officers and directors or any of their respective affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination is not completed within the Combination Period, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post -combination Administrative Services Agreement Pursuant to an Administrative Services Agreement between the Company and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), dated September In addition, the Sponsor, the Company’s officers and directors or any of their respective affiliates will be reimbursed for any out -of-pocket |
Subsequent events
Subsequent events | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent events [Line Items] | |||
Subsequent events | Note 17 — Subsequent events The Company has evaluated events subsequent to June 30, 2021 and through the issuance date of September 1, 2021. The following events occurring subsequent to the balance sheet date merited recognition or disclosure in these statements. Debra Crow, a prior executive officer of Legacy Volta was terminated on July 31, 2021. Upon termination, Debra had 9.5 years during which she could exercise her 140,000 Class B Common Stock options granted on January 22, 2021. Additionally, the Partial Recourse Promissory Notes which had been issued in exchange for the exercise of Class A and Class B Common Stock Options in December 2020 for $1.0 million in principal plus accrued interest have an extended maturity date to December 6, 2021 as opposed to the original maturity upon termination of employment. Pursuant to the merger agreement described in Note 1 — Description of Business, on August 26, 2021, the Company was merged with and into a subsidiary of TortoiseCorp II, and became a wholly -owned -combination Prior to the Business Combination, the entire unpaid principal balance, together with the accrued and unpaid interest thereon, of all partial recourse promissory notes issued to executive officers (see Note 16 — Related party transactions) were settled through the issuance of Class A and B Common Stock which were pledged as collateral under the promissory notes agreements. Immediately prior to the Business Combination, all outstanding shares of the Company’s Preferred Stock and Class B Common Stock were converted into the right to receive 102,924,491 -combination | Note 17 — Subsequent events The Company has evaluated events subsequent to December 31, 2020 and through the issuance date of May In January and February 2021, the Company issued 3,891,256 From January through March 2021, the Company issued 6,209,918 In February 2021, the Company entered into promissory note agreements with related parties where the Company loaned $8.3 On February -combination In March 2021, the Company formed a new wholly -owned -owned In April 2021, the Company entered into and executed an asset acquisition agreement with 2Predict, Inc., pursuant to which the seller agreed to sell certain assets to the Company. The assets purchased consist of intellectual property, including rights against third parties related to, insurance benefits arising from or relating to and goodwill in and to the intellectual property. The purchase price consisted of: (i) cash consideration of $0.2 | |
Tortoise Acquisition Corp. II [Member] | |||
Subsequent events [Line Items] | |||
Subsequent events | NOTE 10. SUBSEQUENT EVENTS On February -K Completion of the Proposed Business Combination is subject to the satisfaction of the conditions stated in the Business Combination Agreement. Prior to the effective time of the First Merger (the “Effective Time”), the Company will domesticate (the “Domestication”) as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands (the “Companies Act”). The Company expects to complete the Proposed Business Combination late in the third quarter of 2021. The Outside Date under (and as defined in) the Business Combination Agreement has been automatically extended to 240 days from 210 days as a result of Volta’s non -delivery -day Stockholder Support Agreement In connection with the execution of the Business Combination Agreement, the Company entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”) with Volta and certain shareholders of Volta pursuant to which such shareholders agreed to vote all of their shares of Volta’s Class A common stock, par value $0.001 per share (“Volta Class A Common Stock”) and shares of Volta’s Class B common stock, par value $0.001 per share (“Volta Class B Common Stock” and, together with the Volta Class A Common Stock, the “Volta Common Stock”) and shares of Volta’s preferred stock (“Volta Preferred Stock”) in favor of the approval and adoption of the Proposed Business Combination and related transactions (the “Proposed Transactions”), including agreeing to execute a written consent within forty -eight -4 Lock-Up Agreement In connection with the execution of the Business Combination Agreement, the founders of Volta entered into a Lock -Up the exercise of options or warrants to purchase shares of Class A Common Stock or Class B Common Stock held by them immediately following the closing of the Proposed Transactions (the “BCA Closing”) or (b) publicly announce any intention to effect any transaction specified in clause (a), in each case, until the date that is the earlier of (i) one year after the BCA Closing and (ii) the earlier to occur of, subsequent to the BCA Closing, (x) the first date on which the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share sub -divisions -day The Company’s bylaws after the BCA Closing will include transfer restrictions on its securities issued to the investors of Volta in connection with the First Merger for a period of six (6) months after the BCA Closing. Sponsor Letter In connection with the execution of the Business Combination Agreement, the Company entered into a letter agreement with Volta, the Sponsor and the other holders of the Founder Shares pursuant to which, among other things, the Sponsor and each other holder agreed to (a) waive the anti -dilution -solicitation Subscription Agreements In connection with the execution of the Business Combination Agreement, the Company entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 30,000,000 The closing of the sale of the Private Placement Shares pursuant to the Subscription Agreements will take place on the date of, and at a time immediately prior to or substantially concurrently with, the BCA Closing and is contingent upon, among other customary closing conditions, the consummation of the Proposed Transactions. The purpose of the Private Placement is to raise additional capital for use by the combined company following the BCA Closing. Pursuant to the Subscription Agreements, the Company agreed that, within 30 calendar days after the consummation of the Proposed Transactions, it will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Private Placement Shares (the “Private Placement Resale Registration Statement”), and to use commercially reasonable efforts to have the Private Placement Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies the Company that it will review the Private Placement Resale Registration Statement) following the BCA Closing and (ii) the tenth business day after the SEC notifies the Company that the Private Placement Resale Registration Statement will not be reviewed or will not be subject to further review. Also, in January 2021, in connection with the Proposed Transactions, the Company engaged Barclays Capital Inc. (“Barclays”) and Goldman Sachs & Co LLC (“Goldman” and, together with Barclays, the “Placement Agents”) pursuant to an engagement letter to act as co -placement -linked by the Company from a sale of the securities in such offering (or $9.0 The Company evaluated subsequent events and transactions that occurred after the balance sheet date through May | NOTE 9. SUBSEQUENT EVENTS Since June Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and has concluded that, other than contained herein, all such events that would require recognition or disclosure have been recognized or disclosed. |
Employee benefit plan
Employee benefit plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee benefit plan | Note 15 — Employee benefit plan The Company has a 401(k) defined contribution savings plan that covers substantially all employees of the Company on a tax -advantaged -qualified |
Initial Public Offering
Initial Public Offering | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Tortoise Acquisition Corp. II [Member] | ||
Initial Public Offering [Line Items] | ||
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING On September -allotment Each Unit consists of one Class A ordinary share and one -fourth | NOTE 3. INITIAL PUBLIC OFFERING On September -allotment Each Unit consists of one Class A ordinary share and one -fourth |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Tortoise Acquisition Corp. II [Member] | ||
Derivative Warrant Liabilities [Line Items] | ||
DERIVATIVE WARRANT LIABILITIES | NOTE 7. DERIVATIVE WARRANT LIABILITIES As of December Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination and (b) 12 may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. In addition, if the Company issues additional Class A ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • -divisions -trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares: • • • • -divisions The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | NOTE 6. DERIVATIVE WARRANT LIABILITIES As of June Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination and (b) 12 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. In addition, if the Company issues additional Class A ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non -redeemable Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • -divisions -trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares: • • • • -divisions The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 5 Months Ended |
Dec. 31, 2020 | |
Tortoise Acquisition Corp. II [Member] | |
Restatement of Previously Issued Financial Statements [Line Items] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In April 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase Class A ordinary shares that the Company issued in September 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non -cash -40 -40 -40 Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Restatement As Balance Sheet Total assets $ 346,381,148 $ — $ 346,381,148 Liabilities and stockholders’ equity Total current liabilities $ 137,841 $ — $ 137,841 Deferred legal fees 150,000 150,000 Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 45,192,150 45,192,150 Total liabilities 12,362,841 45,192,150 57,554,991 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 329,018,300 (45,192,150 ) 283,826,150 Stockholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 160 452 612 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,362,606 27,679,338 33,041,944 Accumulated deficit (363,622 ) (27,679,790 ) (28,043,412 ) Total stockholders’ equity 5,000,007 — 5,000,007 Total liabilities and stockholders’ equity $ 346,381,148 $ — $ 346,381,148 Period From July 24, 2020 (Inception) As Restatement As Statement of Operations Loss from operations $ (363,622 ) $ — $ (363,622 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (27,068,170 ) (27,068,170 ) Financing costs — (611,620 ) (611,620 ) Net gain from investments held in Trust Account — — — Total other (expense) income — (27,679,790 ) (27,679,790 ) Net loss $ (363,622 ) $ (27,679,790 ) $ (28,043,412 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,500,000 — 34,500,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.04 ) — $ (3.25 ) Period From July 24, 2020 (Inception) As Restatement As Statement of Cash Flows Net loss $ (363,622 ) $ (27,679,790 ) $ (28,043,412 ) Adjustment to reconcile net loss to net cash used in operating activities 73,163 27,679,790 27,752,953 Net cash used in operating activities (685,943 ) — (685,943 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,608,766 — 346,608,766 Net change in cash $ 922,823 $ — $ 922,823 In addition, the impact to the balance sheet dated September -K |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 5 Months Ended |
Dec. 31, 2020 | |
Tortoise Acquisition Corp. II [Member] | |
Quarterly Financial Information (Unaudited) [Line Items] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables contain unaudited consolidated quarterly financial information for the quarterly period ended September 30, 2020 that has been updated to reflect the restatement and revision of the Company’s consolidated financial statements as described in Note 2 — Restatement of Previously Issued Financial Statements. The restatement and revision had no impact to net loss, net cash flows from operating, investing or financing activities. The Company has not amended its previously filed Quarterly Report on Form 10 -Q As of September 30, 2020 As Previously Restatement As Balance Sheet Total assets $ 346,610,178 $ — $ 346,610,178 Liabilities and stockholders’ equity Total current liabilities $ 86,561 $ — $ 86,561 Deferred legal fees 150,000 Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 22,975,940 22,975,940 Total liabilities 12,311,561 22,975,940 35,137,501 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 329,298,610 (22,975,940 ) 306,322,670 Stockholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 157 230 387 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,082,299 5,463,350 10,545,649 Accumulated deficit (83,312 ) (5,463,580 ) (5,546,892 ) Total stockholders’ equity 5,000,007 — 5,000,007 Total liabilities and stockholders’ equity $ 346,610,178 $ — $ 346,460,178 Period From July 24, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Operations Loss from operations $ (83,312 ) $ — $ (83,312 ) Other (expense) income: Change in fair value of warrant liabilities — (4,851,960 ) (4,851,960 ) Financing costs — (611,620 ) (611,620 ) Net gain from investments held in Trust Account — — — Total other (expense) income — (5,463,580 ) (5,463,580 ) Net loss $ (83,312 ) $ (5,463,580 ) $ (5,546,892 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,500,000 — 34,500,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.01 ) — $ (0.64 ) Period From July 24, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Cash Flows Net loss $ (83,312 ) $ (5,463,580 ) $ (5,546,892 ) Adjustment to reconcile net loss to net cash used in operating activities 73,163 5,463,580 5,536,743 Net cash used in operating activities (528,167 ) — (528,167 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,608,766 — 346,608,766 Net change in cash $ 1,080,599 $ — $ 1,080,599 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts and operations of Volta Inc. and its wholly -owned | Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and include the accounts and operations of Volta Industries, Inc. and its wholly -owned | |
Use of Estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand -alone -based -of-use | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand -alone -based -of-use | |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no effect on previously reported results of operations or loss per share. | ||
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash Cash and cash equivalents include on -demand | Cash Cash includes on -demand | |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the consolidated balance sheet date. As of June 30, 2021 and December 31, 2020, the company had $0.8 million and $0.8 million, respectively, in unbilled receivables related to network development revenue, which are included in the accounts receivable balance. | Accounts receivable and allowance for doubtful accounts Accounts receivable are recorded at the invoiced amount and are non -interest Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the consolidated balance sheet date. As of December | |
Concentration of Credit Risk | Concentration of risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high -credit As of June 30, 2021, three customers accounted for 25.4%, 17.9% and 10.7% of the Company’s accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 59.5% of the Company’s accounts receivable balance. For the three months ended June 30, 2021, three customers accounted for 24.0%, 23.2% and 10.4% of the Company’s revenue, respectively. For the six months ended June 30, 2021, four customers accounted for 21.5%, 14.3%, 12.0% and 11.4% of the Company’s revenue, respectively. For the three months ended June 30, 2020, two customers accounted for 53.7% and 10.3% of the Company’s revenue, respectively. For the six months ended June 30, 2020, three customers accounted for 44.5%, 12.6% and 11.2% of the Company’s revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities. As of June 30, 2021, one supplier accounted for 14.5% of the Company’s accounts payable balance and orders. As of December 31, 2020, one supplier accounted for 21.1% of the Company’s accounts payable balance and orders. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. | Concentration of risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high -credit As of December 31, 2020, one customer accounted for 59.5% of the Company’s accounts receivable balance. As of December 31, 2019, one customer accounted for 68.2% and another customer accounted for 16.7% of the Company’s accounts receivable balance. For the year ended December 31, 2020, one customer accounted for 63.0% and another customer accounted for 16.1% of the Company’s revenue. For the year ended December 31, 2019, one customer accounted for 65.5% of the Company’s revenue. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mitigates concentration risk as all contracts are executed with these separate, legal entities. As of December 31, 2020 and 2019, one supplier accounted for 21.1% and 76.3% of the Company’s accounts payable balance and orders, respectively. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network. | |
Property and equipment | Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated and amortized using the straight -line -line Asset Useful Lives Charging stations and digital media screens 5 – 10 Capitalized research and development equipment 5 Computers and equipment 3 – 5 Furniture 5 Leasehold improvements 2 – 5 Internal-use software 0.5 Construction in progress includes all costs capitalized related to projects, primarily related to in -process | Property and equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. The cost of maintenance and repairs is expensed as incurred, and expenditures that extend the useful lives of assets are capitalized. Property and equipment are depreciated and amortized using the straight -line -line Asset Useful Lives Charging stations and digital media screens 5–10 Capitalized research and development equipment 5 Computers and equipment 3–5 Furniture 5 Leasehold improvements 2–5 Internal-use software 0.5 Construction in progress includes all costs capitalized related to projects, primarily related to in -process For the years ended December 31, 2020 and 2019, losses of $16.1 thousand and $4.6 | |
Impairment of long-lived assets | Impairment of long-lived assets and intangibles Intangible assets with finite lives are amortized over their useful lives and reported net of accumulated amortization. The Company evaluates its long -lived -lived -lived | Impairment of long-lived assets The Company evaluates its long -lived -lived -lived | |
Goodwill | Goodwill Goodwill is evaluated for impairment at the end of each fiscal year or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting units is less than its carrying amount. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then the goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, an impairment loss is recognized in an amount equal to the difference. The goodwill balance as of June 30, 2021 includes the amount recognized as a result of the acquisition of 2Predict, Inc. (see Note 4 — Acquisitions). There was no impairment of goodwill for the three months ended June 30, 2021. | ||
Leases | Leases The Company determines if an arrangement contains a lease at inception. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 months. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The initial measurement of ROU assets is comprised of the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight -line The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor’s residual value or the amount of the lessor’s deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating (income) expenses in the consolidated statement of operations and comprehensive loss. The Company identifies separate lease and non -lease -lease -lease In April 2020, the FASB provided for an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of the COVID -19 -19 -19 | Leases The Company determines if an arrangement contains a lease at inception. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight -line The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor’s residual value or the amount of the lessor’s deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Variable lease payments associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating expenses in the consolidated statement of operations and comprehensive loss. The Company identifies separate lease and non -lease -lease -lease In April 2020, the FASB provided for an optional practical expedient that simplifies how a lessee accounts for rent concessions that are a direct consequence of the COVID -19 -19 -19 | |
Equity issuance costs | Equity issuance costs For the six months ended June 30, 2020, the Company raised $9.5 million through sales of Series D Preferred Stock resulting in $0.3 million of equity issuance costs, paid as Class B Common Stock warrants. As of June 30, 2021, the Company had raised $128.1 million through sales of Series D and D -1 | Equity issuance costs During the year ended December 31, 2020, the Company raised $99.3 -1 | |
Offering Costs Associated with the Initial Public Offering | Deferred transaction costs As of June 30, 2021 and December 31, 2020, respectively, deferred transaction costs of approximately $8.1 million and $30.1 thousand were capitalized in prepaid expenses and other current assets in the consolidated balance sheets for the Business Combination with Tortoise Acquisition Corp. II (see Note 1 — Description of business). There were no deferred transaction costs included in accrued expenses and other current liabilities in the consolidated balance sheets as of June 30, 2021 and December 31, 2020. Upon the completion of the Business Combination, all deferred transaction costs were offset against the proceeds from the Business Combination. | ||
Stock warrants | Stock warrantsThe Company’s Common Stock warrants are freestanding warrants that were issued in connection with certain debt and equity financing transactions. The warrants are classified as equity instruments at the grant date fair value calculated using the OPM Back solve approach and are not subject to revaluation at the balance sheet date. | Stock warrantsThe Company classifies Preferred Stock warrants issued in connection with certain historical debt arrangements as long-term liabilities on the consolidated balance sheets at their estimated fair value because the underlying Preferred Stock is contingently redeemable. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Option Pricing Model (“OPM”) Backsolve approach, under the market method. The Company’s Common Stock warrants are freestanding warrants that were issued in connection with certain debt and equity financing transactions. The warrants are classified as equity instruments at the grant date fair value calculated using the OPM Backsolve approach and are not subject to revaluation at the balance sheet date. | |
Revenue recognition | Revenue recognition ASC 606 Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five -step The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Level 2 (“L2”) or Direct Current Fast Charging (“DCFC”) stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software -as-a-Service When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP of each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. Disaggregation of revenue The Company’s operations represent a single operating segment based on how the Company and its Chief Operating Decision Maker (“CODM”) manages its business. The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors may impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues Behavior and Commerce $ 6,484,155 $ 834,931 $ 10,013,800 $ 1,967,615 Network Development 340,370 1,301,674 1,341,111 3,607,138 Charging Network Operations 642 241,530 642 705,719 Network Intelligence 117,000 — 327,000 — Total revenues $ 6,942,167 $ 2,378,135 $ 11,682,553 $ 6,280,472 Behavior and Commerce Behavior and Commerce revenue is generated by displaying paid media content on the Company’s network of media -enabled -enabled Network Development Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term (generally a 10 -year If the arrangement contains a lease, it is accounted for in accordance with ASC 842, Leases -of-use -of-use The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non -lease -selling The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the consolidated statements of operations and comprehensive loss. Charging Network Operations Charging Network Operations revenue correlates to usage of stations, and are currently, primarily generated by selling regulatory credits or Low Carbon Fuel Standard credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated Charging Network Operations is comprised of a minor amount of personnel -related Network Intelligence Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time -elapsed Practical expedient and policy elected The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company expects to complete installation and transfer control of media -enabled The Company has elected to present revenue net of sales taxes remitted to government authorities. Remaining performance obligations Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that is expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media -enabled | Revenue recognition ASC 606 Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five -step The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include Level 2 (L2) or DCFC charging stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and Software -as-a-Service When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative standalone selling price (“SSP”) method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP of each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. Disaggregation of revenue The Company’s operations represent a single operating segment based on how the Company and its CODM manages its business. The Company disaggregates revenue by major category in the table below based on what it believes are the primary economic factors that may impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts. Year Ended December 31, 2020 2019 Revenues Behavior and Commerce $ 8,013,403 $ 8,608,059 Network Development 10,598,303 6,318,772 Charging Network Operations 705,719 338,778 Network Intelligence 133,000 — Total revenues $ 19,450,425 $ 15,265,609 Behavior and Commerce Behavior and Commerce revenue is generated by displaying paid media content on the Company’s network of media -enabled -enabled Network Development Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term (generally a 10 -year If the arrangement contains a lease it is accounted for in accordance with ASC 842, Leases -of-use -of-use The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all of the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non -lease -selling where the Company pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then the Company will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when the Company pays or promises to pay the consideration or when the Company recognizes the related revenue for the transferred products and services. For the years ended December 31, 2020 and 2019, the Company reduced the transaction price and recognized consideration payable to a customer of $0.4 The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the consolidated statements of operations and comprehensive loss. Charging Network Operations Charging Network Operations revenue correlates to the usage of the stations, and is currently, primarily generated by selling regulatory credits or Low Carbon Fuel Standard credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated with Charging Network Operations is comprised of a minor amount of personnel -related Network Intelligence Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time -elapsed -use Practical expedient and policy elected The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company expects to complete installation and transfer control of media -enabled The Company has elected to present revenue net of sales taxes remitted to government authorities. Remaining performance obligations Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled amounts that are expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media -enabled installation services and SaaS are expected to be recognized as revenue within the next twelve months and are recorded within deferred revenue on the consolidated balance sheets. The unbilled amounts were $0.8 million and $0.6 million as of December 31, 2020 and 2019. Remaining performance obligations were $24.4 million as of December 31, 2020. The Company expects to recognize approximately 38.9% of its remaining performance obligations as revenues in the next twelve months and the remainder thereafter. | |
Deferred revenue | Deferred revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media -enabled -based respectively. As of June 30, 2021, deferred revenue related to such customer payments amounted to $7.3 million, of which $7.2 million is expected to be recognized during the succeeding twelve -month | Deferred revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media -enabled -based -month | |
Costs to obtain a contract with a customer | Costs to obtain a contract with a customer The Company elected to apply the practical expedient available under ASC 340 -40 Other Assets and Deferred Costs — Contracts with Customer Sales commissions are also paid for obtaining a network development contract with a site host that purchases media -enabled -current The ending balances of assets recognized from costs of obtaining a contract with a customer were $44.6 thousand and $0.1 million included in prepaid expenses and other current assets as of June 30, 2021 and December 31, 2020, respectively, and $0.3 million included in other non -current | Costs to obtain a contract with a customer The Company elected to apply the practical expedient available under ASC 340 -40 Other Assets and Deferred Costs — Contracts with Customer Sales commissions are also paid for obtaining a network development contract with a site host that purchases media -enabled -current The ending balances of assets recognized from costs of obtaining a contract with a customer were $0.1 million and $0.4 million included in prepaid expenses and other current assets and $0.3 million and $0.3 million included in other non -current | |
Cost of revenues (excluding depreciation and amortization) | Cost of revenues (excluding depreciation and amortization) Costs of services Costs of services consist of costs attributable to the Network Development revenues and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel -related -generating Cost of products Cost of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to L2 and DCFC stations which includes the cost of station chassis, the electric vehicle chargers, routers, and computers. | Cost of revenues (excluding depreciation and amortization) Costs of services Costs of services consist of costs attributable to the Network Development revenues and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel -related -generating Cost of products Cost of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to L2 and DCFC stations which include the cost of station chassis, electric vehicle chargers, routers, and computers. | |
Advertising expenses | Advertising expenses The Company expenses advertising expenses as they are incurred. Advertising expenses for the three months ended June 30, 2021 and 2020, were $0.1 million and $46.0 thousand, respectively, and for the six months ended June 30, 2021 and 2020, were $0.2 million and $0.2 million, respectively, and are included in selling, general and administrative in the consolidated statements of operations and comprehensive loss. The Company does not capitalize any advertising expenses. | Advertising expenses The Company expenses advertising expenses as they are incurred. For the years ended December 31, 2020 and 2019, advertising expenses were $0.3 | |
COVID-19 impact | COVID-19 impact On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID -19 -19 -19 -in-place -enabled -19 -19 -19 -19 | COVID-19 impact On January -19 -19 -19 -in-place -enabled -19 -19 -19 -19 | |
Recent Accounting Pronouncements | Recent accounting pronouncements Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes -period -12 -effect Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments -19 -05 -10 -for-sale -for-sale -down -13 | Recent accounting pronouncements Recently adopted accounting pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018 -07 Compensation — Stock Compensation: Improvements to Non -employee Share -Based Payment Accounting -07 -based -employees -50 Equity -Based Payments to Non -Employees -07 -employee In August 2018, the FASB issued ASU No. 2018 -13 Fair Value Measurement (Topic 820) Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement In February 2016, the FASB issued ASU No. 2016 -02 Leases (Topic 842) -10 -05 -19 -02 -term Recently issued accounting pronouncements not yet effective In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments -19 -05 -10 -for-sale -for-sale -down -13 In December 2019, the FASB issued ASU No. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU No. 2020 -06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | |
Immaterial Correction of Prior Period Financial Statements | Immaterial Correction of Prior Period Financial Statements In June 2021, the Company revised its consolidated statements of operations and comprehensive loss and consolidated balance sheets to reflect the corrections of immaterial errors for the years ended December -current As of December -term -current Pursuant to Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections issued by the Financial Accounting Standards Board Materiality | ||
Segment reporting | Segment reporting For the years ended December 31, 2020 and 2019, the Company was managed as a single operating segment on a consolidated basis. The Company determined that the President is the Chief Operating Decision Maker (“CODM”) as he is responsible for making decisions regarding the allocation of resources, performance assessment, strategic operations and organization management. Although the Company has different revenue streams, the CODM manages the Company as a whole and makes decisions at the consolidated level. There are no segment managers who are held accountable for operating and financial results or the product and service mix offered by the Company. | ||
Financial Instruments | Fair value of financial instruments The Company evaluates the fair value measurements of all financial assets and liabilities. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market -based A three -tiered • • • Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. | ||
Inventory | Inventory Inventory consists of finished goods in the form of assembled charging stations. Inventory is measured using the first -in -out | ||
Capitalization of software costs | Capitalization of software costs The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on the consolidated balance sheets. Costs related to preliminary project activities and post -implementation -use -line | ||
Debt issuance costs | Debt issuance costs Costs incurred in connection with borrowings under financing facilities are deferred and amortized over the life of the related financing on a straight -line During the year ended December 31, 2020, the Company recorded debt issuance costs of $0.1 -1 | ||
Selling, general and administrative (excluding depreciation and amortization) | Selling, general and administrative (excluding depreciation and amortization) Selling, general and administrative consists primarily of employee -related -based | ||
Other expenses, net | Other expenses, net Other expenses, net, consist primarily of the miscellaneous expenses or income that are not related to the core business operation. For the years ended December 31, 2020 and 2019, other expenses, net primarily relate to the changes in the fair value measurement of Preferred Stock warrants (see Note 4 — Fair value measurements). Other income included in other expenses, net is related to rebates and incentives received from utility companies for the installation of electric vehicle charging stations and related infrastructure. | ||
Income Taxes | Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction -by-jurisdiction The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de -recognition | ||
Stock-based compensation | Stock-based compensation The Company accounts for all share -based -based -based -Scholes -date -free -line | ||
Comprehensive loss | Comprehensive loss For the years ended December 31, 2020 and 2019, the Company had no items of comprehensive loss. | ||
Tortoise Acquisition Corp. II [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000, and any cash held in Trust Account. At December | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000, and any cash held in the Trust Account. At June | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non -operating -current | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | |
Financial Instruments | Financial Instruments As of December -term | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three and six -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | |
Income Taxes | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term | |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. go | ||
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter -company | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. | ||
Derivative Warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company issued 8,625,000 warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 5,933,333 Private Placement Warrants to TortoiseEcofin Borrower. All of the Company’s outstanding warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants (as defined below) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering was initially measured at fair value using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants has been estimated using a Monte Carlo simulation model at each measurement date. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since December -current | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June | |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the Public Warrants (as defined below) and the Private Placement Warrants to purchase an aggregate of 14,558,333 Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti -dilutive The Company’s statement of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two -class | Net Income Per Ordinary Share The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two -class calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A ordinary shares outstanding for the periods. Net income (loss) per ordinary share, basic and diluted, for Class B ordinary shares is calculated by dividing the net income (loss), adjusted for income attributable to Class A ordinary shares, by the weighted average number of Class B ordinary shares outstanding for the periods. Class B ordinary shares include the Founder Shares as these ordinary shares do not have any redemption features and do not participate in the income earned on the Trust Account. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Private Placement since the exercise price of the warrants is in excess of the average ordinary share price for the period and therefore the inclusion of such warrants would be anti -dilutive The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 8,602 $ 16,637 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares $ 8,602 $ 16,637 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 34,500,000 34,500,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ 18,837,625 $ 9,025,403 Net income allocable to Class A ordinary shares 8,602 16,637 Net income (loss) attributable to Class B ordinary shares $ 18,829,023 $ 9,008,766 Denominator: Weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 2.18 $ 1.04 | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements and Note 11 — Quarterly Financial Information (unaudited), the Company’s financial statements for the period from July -K | ||
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | ||
Cash Held in Trust Account | Cash Held in Trust Account As of December |
Summary of significant accoun_2
Summary of significant accounting policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Summary of significant accounting policies (Tables) [Line Items] | ||
Schedule of property and equipment | Asset Useful Lives Charging stations and digital media screens 5 – 10 Capitalized research and development equipment 5 Computers and equipment 3 – 5 Furniture 5 Leasehold improvements 2 – 5 Internal-use software 0.5 | Asset Useful Lives Charging stations and digital media screens 5–10 Capitalized research and development equipment 5 Computers and equipment 3–5 Furniture 5 Leasehold improvements 2–5 Internal-use software 0.5 |
Schedule of disaggregation of revenue | Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues Behavior and Commerce $ 6,484,155 $ 834,931 $ 10,013,800 $ 1,967,615 Network Development 340,370 1,301,674 1,341,111 3,607,138 Charging Network Operations 642 241,530 642 705,719 Network Intelligence 117,000 — 327,000 — Total revenues $ 6,942,167 $ 2,378,135 $ 11,682,553 $ 6,280,472 | Year Ended December 31, 2020 2019 Revenues Behavior and Commerce $ 8,013,403 $ 8,608,059 Network Development 10,598,303 6,318,772 Charging Network Operations 705,719 338,778 Network Intelligence 133,000 — Total revenues $ 19,450,425 $ 15,265,609 |
Tortoise Acquisition Corp. II [Member] | ||
Summary of significant accounting policies (Tables) [Line Items] | ||
Schedule of the calculation of basic and diluted net income (loss) per ordinary share | For the For the Class A ordinary shares Numerator: Income allocable to Class A ordinary shares Income from investments held in Trust Account $ 8,602 $ 16,637 Less: Company’s portion available to be withdrawn to pay taxes — — Net income attributable to Class A ordinary shares $ 8,602 $ 16,637 Denominator: Weighted average Class A ordinary shares Basic and diluted weighted average shares outstanding, Class A ordinary shares 34,500,000 34,500,000 Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 Class B ordinary shares Numerator: Net income (loss) minus net income allocable to Class A ordinary shares Net income (loss) $ 18,837,625 $ 9,025,403 Net income allocable to Class A ordinary shares 8,602 16,637 Net income (loss) attributable to Class B ordinary shares $ 18,829,023 $ 9,008,766 Denominator: Weighted average Class B ordinary shares Basic and diluted weighted average shares outstanding, Class B ordinary shares 8,625,000 8,625,000 Basic and diluted net income (loss) per share, Class B ordinary shares $ 2.18 $ 1.04 |
Fair value measurements (Tables
Fair value measurements (Tables) | 5 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair value measurements (Tables) [Line Items] | |||
Schedule of financial instruments for which the Company discloses fair value | Carrying Fair Value Level 1 Level 2 Level 3 December 31, 2020 Liabilities PPP Loan $ 3,193,300 $ 3,193,300 $ — $ 3,193,300 $ — Senior secured term loan 47,826,670 50,960,000 — 50,960,000 — Preferred Stock warrant liability 698,451 698,451 — — 698,451 Total $ 51,718,421 $ 54,851,751 $ — $ 54,153,300 $ 698,451 June 30, 2021 Liabilities PPP Loan $ 3,193,300 $ 3,193,300 $ — $ 3,193,300 $ — Senior secured term loan 49,000,000 50,470,000 — 50,470,000 — Preferred Stock warrant liability 580,243 580,243 — — 580,243 Total $ 52,773,543 $ 54,243,543 $ — $ 53,663,300 $ 580,243 | Carrying Amount Fair Value Level 1 Level 2 Level 3 December 31, 2019 Liabilities Senior secured term loan $ 23,181,240 $ 24,608,068 $ — $ 24,608,068 $ — Preferred Stock warrant liability 287,505 287,505 — — 287,505 Total $ 23,468,745 $ 24,895,573 $ — $ 24,608,068 $ 287,505 December 31, 2020 Liabilities PPP Loan $ 3,193,300 $ 3,193,300 $ — $ 3,193,300 $ — Senior secured term loan 47,826,670 50,960,000 — 50,960,000 — Preferred Stock warrant liability 698,451 698,451 — — 698,451 Total $ 51,718,421 $ 54,851,751 $ — $ 54,153,300 $ 698,451 | |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement | June 30, December 31, Expected dividend yield — % — % Risk-free interest rate 0.67 % 0.53 % Expected volatility 66.10 % 50.00 % Expected term (in years) 4.01 4.50 | December 31, 2020 2019 Expected dividend yield — — Risk-free interest rate 0.53 % 1.76 % Expected volatility 50 % 50 % Expected term (in years) 4.50 5.50 | |
Schedule of change in the fair value of the derivative warrant liabilities | December 31, 2020 $ 698,451 Increase (decrease) in fair value of warrants (118,208 ) June 30, 2021 $ 580,243 December 31, 2019 $ 287,504 Increase (decrease) in fair value of warrants (10,987 ) June 30, 2020 $ 276,517 | December 31, 2018 $ 126,206 Increase in the fair value of warrants 161,299 December 31, 2019 287,505 Increase in the fair value of warrants 410,946 December 31, 2020 $ 698,451 | |
Tortoise Acquisition Corp. II [Member] | |||
Fair value measurements (Tables) [Line Items] | |||
Schedule of change in the fair value of the derivative warrant liabilities | Level 3 – Derivative warrant liabilities at July 24, 2020 (inception) $ — Issuance of Public and Private Warrants with Level 3 measurements 18,123,980 Change in fair value of derivative warrant liabilities measured with Level 3 inputs 27,068,170 Transfer of Public Warrants to Level 1 measurements (13,404,640 ) Derivative warrant liabilities at December 31, 2020 measured utilizing Level 3 inputs $ 20,581,490 | Level 3 – Derivative warrant liabilities at December 31, 2020 $ 20,581,490 Change in fair value of derivative warrant liabilities 3,424,170 Level 3 – Derivative warrant liabilities at March 31, 2021 $ 24,005,660 Change in fair value of derivative warrant liabilities (11,130,330 ) Level 3 – Derivative warrant liabilities at June 30, 2021 $ 12,875,330 | |
Schedule of financial assets and financial liabilities that are measured at fair value on a recurring basis | Description Quoted Significant Significant Liabilities: Derivative warrant liabilities $ 24,610,660 $ — $ 20,581,490 | Description Quoted Significant Significant Assets: Mutual funds $ 345,016,637 $ — $ — Liabilities: Derivative warrant liabilities $ 18,716,250 $ — $ 12,875,330 Description Quoted Significant Significant Assets: Cash held in Trust Account $ 345,000,000 $ — $ — Liabilities: Derivative warrant liabilities $ 24,610,660 $ — $ 20,581,480 | |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement | As of As of Volatility 22.6 % 47.5 % Probability of success of a Business Combination 80.0 % 80.0 % Stock price $ 9.69 $ 10.65 Expected life of the options to convert 6 5.5 Risk-free rate 0.37 % 0.43 % Dividend yield 0.0 % 0.0 % | As of As of Volatility 22.7 % 30.0 % Stock price $ 10.49 $ 10.03 Expected life of the options to convert 5.96 5.09 Risk-free rate 0.37 % 0.88 % Dividend yield 0.0 % 0.0 % |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment net | June 30, December 31, 2020 Charging stations and digital media screens $ 59,400,646 $ 43,717,259 Construction in progress 16,854,168 14,665,803 Capitalized research and development equipment 1,833,627 973,703 Leasehold improvements 750,901 552,005 Computer equipment and internal-use software 1,393,172 974,216 Other fixed assets 327,541 336,234 Capitalized software 14,096 — Total property and equipment 80,574,151 61,219,220 Less accumulated depreciation and amortization (19,386,015 ) (14,761,530 ) Property and equipment, net $ 61,188,136 $ 46,457,690 | December 31, 2020 2019 Charging stations and digital media screens $ 43,717,259 $ 32,172,355 Construction in progress 14,665,803 6,755,264 Capitalized research and development equipment 973,703 815,406 Leasehold improvements 552,005 541,647 Computer equipment and internal-use software 974,216 469,824 Other fixed assets 336,234 395,545 Total property and equipment 61,219,220 41,150,041 Less accumulated depreciation and amortization (14,761,530 ) (8,340,816 ) Property and equipment, net $ 46,457,690 $ 32,809,225 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Schedule of accrued expenses and other current liabilities | June 30, December 31, 2020 Accrued billings on contracts $ 671,521 $ — Charging station expenses 5,311,727 4,811,852 Lease incentive liability 3,641,842 4,038,322 Employee related expenses 2,682,634 3,712,880 Financing transaction costs — 3,459,719 Other 725,613 2,274,252 Deposit liability 850,000 2,508,701 Accrued interest 35,119 1,426,156 Total accrued expenses and other liabilities $ 13,918,456 $ 22,231,882 | December 31, 2020 2019 Charging station expenses $ 4,811,852 $ 2,396,854 Lease incentive liability 4,038,322 7,054,670 Employee related expenses 3,712,880 1,418,020 Financing transaction costs 3,459,719 — Other 2,274,252 578,054 Deposit liability 2,508,701 1,871,831 Accrued interest 1,426,156 708,000 Total accrued expenses and other liabilities $ 22,231,882 $ 14,027,429 |
Debt facilities (Tables)
Debt facilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of company’s outstanding debt instruments | June 30, December 31, 2020 Term loan $ 49,000,000 $ 49,000,000 PPP small business loan 3,193,300 3,193,300 Total outstanding principal amount 52,193,300 52,193,300 Less unamortized debt issuance fees 1,006,148 1,173,330 Less current maturities 19,526,633 10,323,138 Total long-term debt $ 31,660,519 $ 40,696,832 | December 31, 2020 2019 Term loan $ 49,000,000 $ 24,000,000 PPP small business loan 3,193,300 — Total outstanding principal amount 52,193,300 24,000,000 Less unamortized debt issuance fees 1,173,330 818,760 Less current maturities 10,323,138 — Total long-term debt $ 40,696,832 $ 23,181,240 |
Schedule of term loan and PPP loan payments | Fiscal Year Remainder of 2021 $ 9,244,903 2022 18,448,397 2023 16,333,333 2024 8,166,667 2025 — $ 52,193,300 | Year Ending December 31, 2021 $ 10,323,138 2022 18,731,273 2023 16,333,333 2024 6,805,556 2025 — $ 52,193,300 |
Schedule of future payments under financing obligations | Fiscal Year Remainder of 2021 $ 573,803 2022 1,326,390 2023 1,330,651 2024 1,165,122 2025 751,928 Thereafter 294,072 Total future payments 5,441,966 Less amount representing interest 1,170,831 Total financing obligations $ 4,271,135 | Year Ending December 31, 2021 $ 1,169,175 2022 1,346,001 2023 1,336,393 2024 1,170,864 2025 757,670 Thereafter 178,723 Total future payments 5,958,826 Less amount representing interest 1,391,880 Total financing obligations $ 4,566,946 |
Redeemable convertible prefer_2
Redeemable convertible preferred stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock [Abstract] | ||
Schedule of the authorized and issued and outstanding redeemable convertible preferred stock | Preferred Stock Authorized Issued and Original Carrying Liquidation December 31, 2020 Series A 7,363,856 7,363,856 $ 8,823,381 $ 8,823,381 $ 8,831,988 Series B 11,247,313 11,090,568 15,137,773 15,137,773 15,489,087 Series C 18,581,768 18,581,768 30,892,828 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,004,530 Series C-2 7,675,798 7,675,798 19,638,170 19,638,170 19,999,998 Series D 17,748,512 9,374,786 64,661,690 64,661,690 69,194,358 Series D-1 8,283,574 8,283,574 31,254,753 42,329,063 31,254,753 71,566,249 63,035,778 $ 171,413,125 $ 182,599,047 $ 176,941,913 June 30, 2021 Series A 7,363,856 7,363,856 $ 8,823,381 $ 8,823,381 $ 8,831,988 Series B 11,247,313 11,090,568 15,137,773 15,137,773 15,489,087 Series C 18,581,768 18,581,768 30,892,828 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,004,530 Series C-2 7,675,798 7,675,798 19,638,170 19,638,170 19,999,998 Series D 17,748,512 13,266,042 92,092,367 92,092,367 97,915,329 Series D-1 8,283,574 8,283,574 31,254,753 42,329,063 31,254,753 71,566,249 66,927,034 $ 198,843,802 $ 210,029,724 $ 205,662,884 | Preferred Stock Authorized Issued and Original Carrying Liquidation December 31, 2019 Series A 7,363,856 7,363,856 $ 8,831,988 $ 8,823,381 $ 8,832,209 Series B 11,247,313 11,090,568 15,489,087 15,137,773 15,489,087 Series C 18,581,768 18,581,768 31,167,199 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,116,142 Series C-2 7,675,798 7,675,798 19,999,998 19,638,170 20,000,059 45,534,163 45,377,418 $ 76,492,802 $ 75,608,294 $ 76,604,696 Preferred Stock Authorized Issued and Original Carrying Liquidation December 31, 2020 Series A 7,363,856 7,363,856 $ 8,823,381 $ 8,823,381 $ 8,831,988 Series B 11,247,313 11,090,568 15,137,773 15,137,773 15,489,087 Series C 18,581,768 18,581,768 30,892,828 30,892,828 31,167,199 Series C-1 665,428 665,428 1,004,530 1,116,142 1,004,530 Series C-2 7,675,798 7,675,798 19,638,170 19,638,170 19,999,998 Series D 17,748,512 9,374,786 64,661,690 64,661,690 69,194,358 Series D-1 8,283,574 8,283,574 31,254,753 42,329,063 31,254,753 71,566,249 63,035,778 $ 171,413,125 $ 182,599,047 $ 176,941,913 |
Stockholders' deficit and sto_2
Stockholders' deficit and stock-based compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of stockholders' deficit and stock-based compensation | Authorized Shares Issued and Outstanding Shares December 31, 2020 Class A Common Stock 86,000,000 9,485,479 Class B Common Stock 40,000,000 10,865,932 126,000,000 20,351,411 June 30, 2021 Class A Common Stock 86,000,000 9,485,479 Class B Common Stock 40,000,000 17,692,588 126,000,000 27,178,067 | Authorized Shares Issued and Outstanding Shares December 31, 2019 Class A Common Stock 55,920,000 7,409,330 Class B Common Stock 21,000,000 3,456,714 76,920,000 10,866,044 December 31, 2020 Class A Common Stock 86,000,000 9,485,479 Class B Common Stock 40,000,000 10,865,932 126,000,000 20,351,411 |
Schedule of reserved shares of common stock for future issuance | June 30, December 31, Conversion of Series A Preferred Stock 7,363,856 7,363,856 Conversion of Series B Preferred Stock 11,090,568 11,090,568 Conversion of Series C Preferred Stock 18,581,768 18,581,768 Conversion of Series C-1 Preferred Stock 665,428 665,428 Conversion of Series C-2 Preferred Stock 7,675,798 7,675,798 Conversion of Series D Preferred Stock 13,266,042 9,374,786 Conversion of Series D-1 Preferred Stock 8,283,574 8,283,574 Preferred Stock warrants 156,745 156,745 Common Stock warrants 8,219,254 8,369,254 Stock option plans: Options and RSAs outstanding 9,759,451 5,197,616 Shares available for grant 697,370 11,785,727 Total 85,759,854 88,545,120 | December 31, 2020 2019 Conversion of Series A Preferred Stock 7,363,856 7,363,856 Conversion of Series B Preferred Stock 11,090,568 11,090,568 Conversion of Series C Preferred Stock 18,581,768 18,581,768 Conversion of Series C-1 Preferred Stock 665,428 665,428 Conversion of Series C-2 Preferred Stock 7,675,798 7,675,798 Conversion of Series D Preferred Stock 9,374,786 — Conversion of Series D-1 Preferred Stock 8,283,574 — Preferred Stock warrants 156,745 156,745 Common Stock warrants 8,369,254 7,837,575 Stock option plans: Options and RSAs outstanding 5,197,616 10,691,126 Shares available for grant 11,785,727 1,528,203 Total 88,545,120 65,591,067 |
Schedule of option award activity for employees | Number Weighted- average Weighted- Aggregate December 31, 2020 14,469,493 $ 0.93 8.2 $ 30,880,726 Options granted 4,186,892 3.35 Options exercised (509,918 ) 1.70 Options forfeited (102,408 ) 1.76 Options expired — — March 31, 2021 18,044,059 $ 2.03 8.4 $ 108,589,869 Options granted 1,370,700 7.77 Options exercised (316,604 ) 0.66 Options forfeited (66,827 ) 2.41 Options expired — — June 30, 2021 19,031,328 $ 2.88 8.3 $ 124,350,693 Options vested and exercisable as of December 31, 2020 1,947,361 $ 0.63 7.0 $ 4,734,286 Options vested and exercisable as of March 31, 2021 3,486,657 $ 1.39 7.9 $ 21,218,494 Options vested and exercisable as of June 30, 2021 3,422,783 $ 1.46 7.7 $ 23,970,041 | Number Weighted-average Weighted- Aggregate December 31, 2018 5,457,736 $ 0.54 8.9 $ 765,591 Options granted 5,636,140 0.96 Options exercised (68,903 ) 0.33 Options forfeited (393,806 ) 0.66 Options expired (8,541 ) 0.38 December 31, 2019 10,622,626 0.76 8.6 5,836,457 Options granted 4,383,239 1.05 Options exercised (213,490 ) 0.49 Options forfeited (232,113 ) 0.97 Options expired (90,769 ) 0.76 December 31, 2020 14,469,493 $ 0.93 8.2 $ 30,880,726 Options vested and exercisable as of December 31, 2019 4,208,556 0.55 8.0 3,180,418 Options vested and exercisable as of December 31, 2020 1,947,361 0.63 7.0 4,734,286 |
Schedule of weighted-average assumptions | Three Months Ended Six Months Ended 2021 2020 2021 2020 Expected dividend yield — % — % — % — % Risk-free interest rate 1.1 % 0.4 % 0.7 % 1.2 % Expected volatility 66.1 % 54.2 % 59.7 % 42.1 % Expected term (in years) 6.1 5.4 5.8 5.9 | December 31, 2020 2019 Expected dividend yield — — Risk-free interest rate 0.80 % 2.07 % Expected volatility 48.14 % 34.39 % Expected term (in years) 6.0 6.0 |
Net loss per share (Tables)
Net loss per share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of computation of basic and diluted net loss per share | Three Months Ended Six Months Ended 2021 2020 2021 2020 Class A Class B Class A Class B Class A Class B Class A Class B Numerator: Net loss $ (8,466,666 ) $ (12,119,063 ) $ (9,870,349 ) $ (2,009,737 ) $ (38,664,100 ) $ (47,196,324 ) $ (20,781,989 ) $ (4,225,794 ) Denominator: Basic shares: Weighted-average common shares, basic 6,373,206 9,122,514 6,373,206 1,297,671 6,373,206 7,779,617 6,373,206 1,295,923 Diluted shares: Weighted-average common shares, diluted 6,373,206 9,122,514 6,373,206 1,297,671 6,373,206 7,779,617 6,373,206 1,295,923 Net loss per share attributable to common stockholders: Basic $ (1.33 ) $ (1.33 ) $ (1.55 ) $ (1.55 ) $ (6.07 ) $ (6.07 ) $ (3.26 ) $ (3.26 ) Diluted $ (1.33 ) $ (1.33 ) $ (1.55 ) $ (1.55 ) $ (6.07 ) $ (6.07 ) $ (3.26 ) $ (3.26 ) | Year Ended December 31, 2020 2019 Class A Class B Class A Class B Numerator: Net loss $ (59,814,813 ) $ (12,504,064 ) $ (33,979,564 ) $ (6,673,052 ) Denominator: Basic shares: Weighted-average common shares, 6,373,206 1,332,295 6,373,206 1,251,598 Diluted shares: Weighted-average common shares, diluted 6,373,206 1,332,295 6,373,206 1,251,598 Net loss per share attributable to common stockholders: Basic $ (9.39 ) $ (9.39 ) $ (5.33 ) $ (5.33 ) Diluted $ (9.39 ) $ (9.39 ) $ (5.33 ) $ (5.33 ) |
Schedule of the diluted net loss per share are the same as the basic net loss per share | Three Months Ended Six Months Ended 2021 2020 2021 2020 Anti-dilutive securities Outstanding stock options – stock plan 9,603,895 12,646,221 9,603,895 12,646,221 Non plan option grants 155,556 — 155,556 — Convertible Preferred Stock 66,927,034 66,927,034 66,927,034 66,927,034 Warrants for Common Stock 8,219,254 8,219,254 8,219,254 8,219,254 Warrants for Preferred Stock 156,745 156,745 156,745 156,745 Options and RSAs exercised under notes receivables 11,327,631 3,201,729 11,327,631 3,201,729 Total anti-dilutive securities 96,390,115 91,150,983 96,390,115 91,150,983 | December 31, 2020 2019 Anti-dilutive securities Outstanding stock options – stock plan 5,022,616 10,622,626 Non plan option grants 175,000 — Convertible Preferred Stock 63,035,778 45,377,418 Warrants for Common Stock 8,219,254 7,837,575 Warrants for Preferred Stock 156,745 156,745 Options and RSAs exercised under notes receivables 11,327,631 3,201,729 Total anti-dilutive securities 87,937,024 67,196,093 |
Leases (Tables)
Leases (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Schedule of supplemental information related to leases | June 30, December 31, 2020 Other operating leases information Weighted-average remaining lease term (years) 7.7 7.9 Weighted-average discount rate 13.4 % 13.8 % | December 31, 2020 2019 Other operating leases information Weighted-average remaining lease term (years) 7.9 8.1 Weighted-average discount rate 13.8 % 13.3 % |
Schedule of lease costs were recognized in other operating (income) expenses | Three Months Ended Six Months Ended 2021 2020 2021 2020 Operating lease costs Fixed lease cost $ 2,806,857 $ 1,654,602 $ 5,442,923 $ 3,192,685 Variable lease cost 129,153 (59,970 ) 197,647 (35,364 ) Total operating lease costs $ 2,936,010 $ 1,594,632 $ 5,640,570 $ 3,157,321 | Year Ended December 31, 2020 2019 Operating lease costs Fixed lease cost $ 7,388,997 $ 4,011,839 Variable lease cost (78,702 ) 207,470 Total operating lease costs $ 7,310,295 $ 4,219,309 |
Schedule of supplemental cash flow information related to leases | Three Months Ended Six Months Ended 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,390,864 $ 1,352,324 $ 4,446,945 $ 2,661,999 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 2,544,473 $ 2,471,421 $ 7,266,255 $ 4,734,048 | Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 6,837,734 $ 3,452,433 ROU assets obtained in exchange for lease obligations ROU assets obtained in exchange for operating lease liabilities $ 18,369,433 $ 26,962,093 |
Schedule of maturities of lease liabilities | Fiscal Year Operating Remainder of 2021 $ 5,754,128 2022 10,865,604 2023 11,185,659 2024 10,648,943 2025 9,788,001 Thereafter 32,678,604 Total undiscounted lease payments 80,920,939 Less imputed interest (30,283,127 ) Total lease liabilities $ 50,637,812 | Year Ending December 31, Operating 2021 $ 9,474,959 2022 9,725,444 2023 9,908,607 2024 9,349,544 2025 8,578,895 Thereafter 26,090,109 Total undiscounted lease payments 73,127,558 Less imputed interest (28,497,977 ) Total lease liabilities $ 44,629,581 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of loss before income taxes | Year Ended December 31, 2020 2019 United States $ (72,309,781 ) $ (40,639,653 ) Loss before income taxes $ (72,309,781 ) $ (40,639,653 ) |
Schedule of provision for income taxes | Years Ended December 31, 2020 2019 Current: Federal $ — $ — State 9,096 12,963 Deferred: Federal — — State — — Total income tax provision $ 9,096 $ 12,963 |
Schedule of percentage of loss before income taxes (effective tax rate) | Year Ended December 31, 2020 2019 Benefit from income taxes at U.S. federal statutory rate $ (15,415,033 ) $ (8,534,327 ) State statutory rate (2,915,853 ) (602,022 ) Change in valuation allowance 19,235,173 12,564,697 Permanent differences 479,583 170,523 Alternative fuel vehicle credit (1,383,870 ) (3,598,871 ) Other 9,096 12,963 Total provision for (benefit from) income taxes $ 9,096 $ 12,963 |
Schedule of components of net deferred tax assets | Year Ended December 31, 2020 2019 Deferred tax assets: Net operating loss carryovers $ 35,596,006 $ 16,781,509 Accruals, deferrals and reserves 2,418,008 830,822 Operating lease liabilities 13,599,071 9,404,234 Stock compensation 196,079 79,245 Credits 8,795,895 7,412,025 Gross deferred tax assets 60,605,059 34,507,834 Valuation allowance (45,616,779 ) (26,381,606 ) Gross deferred tax assets after valuation allowance 14,988,280 8,126,228 Deferred tax liabilities: Fixed assets and intangibles (2,930,512 ) (2,359,601 ) Operating lease right-of-use assets (12,057,768 ) (5,766,628 ) Gross deferred tax liabilities $ (14,988,280 ) $ (8,126,228 ) Net deferred tax assets $ — $ — |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 5 Months Ended |
Dec. 31, 2020 | |
Tortoise Acquisition Corp. II [Member] | |
Restatement of Previously Issued Financial Statements (Tables) [Line Items] | |
Schedule of restatement on balance sheets, statements of operations and statements of cash flows | As of December 31, 2020 As Restatement As Balance Sheet Total assets $ 346,381,148 $ — $ 346,381,148 Liabilities and stockholders’ equity Total current liabilities $ 137,841 $ — $ 137,841 Deferred legal fees 150,000 150,000 Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 45,192,150 45,192,150 Total liabilities 12,362,841 45,192,150 57,554,991 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 329,018,300 (45,192,150 ) 283,826,150 Stockholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 160 452 612 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,362,606 27,679,338 33,041,944 Accumulated deficit (363,622 ) (27,679,790 ) (28,043,412 ) Total stockholders’ equity 5,000,007 — 5,000,007 Total liabilities and stockholders’ equity $ 346,381,148 $ — $ 346,381,148 Period From July 24, 2020 (Inception) As Restatement As Statement of Operations Loss from operations $ (363,622 ) $ — $ (363,622 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (27,068,170 ) (27,068,170 ) Financing costs — (611,620 ) (611,620 ) Net gain from investments held in Trust Account — — — Total other (expense) income — (27,679,790 ) (27,679,790 ) Net loss $ (363,622 ) $ (27,679,790 ) $ (28,043,412 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,500,000 — 34,500,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.04 ) — $ (3.25 ) Period From July 24, 2020 (Inception) As Restatement As Statement of Cash Flows Net loss $ (363,622 ) $ (27,679,790 ) $ (28,043,412 ) Adjustment to reconcile net loss to net cash used in operating activities 73,163 27,679,790 27,752,953 Net cash used in operating activities (685,943 ) — (685,943 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,608,766 — 346,608,766 Net change in cash $ 922,823 $ — $ 922,823 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) - Tortoise Acquisition Corp. II [Member] | 5 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information (Unaudited) (Tables) [Line Items] | |
Schedule of balance sheet | As of September 30, 2020 As Previously Restatement As Balance Sheet Total assets $ 346,610,178 $ — $ 346,610,178 Liabilities and stockholders’ equity Total current liabilities $ 86,561 $ — $ 86,561 Deferred legal fees 150,000 Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 22,975,940 22,975,940 Total liabilities 12,311,561 22,975,940 35,137,501 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption 329,298,610 (22,975,940 ) 306,322,670 Stockholders’ equity Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 157 230 387 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,082,299 5,463,350 10,545,649 Accumulated deficit (83,312 ) (5,463,580 ) (5,546,892 ) Total stockholders’ equity 5,000,007 — 5,000,007 Total liabilities and stockholders’ equity $ 346,610,178 $ — $ 346,460,178 |
Schedule of unaudited condensed statement of operations | Period From July 24, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Operations Loss from operations $ (83,312 ) $ — $ (83,312 ) Other (expense) income: Change in fair value of warrant liabilities — (4,851,960 ) (4,851,960 ) Financing costs — (611,620 ) (611,620 ) Net gain from investments held in Trust Account — — — Total other (expense) income — (5,463,580 ) (5,463,580 ) Net loss $ (83,312 ) $ (5,463,580 ) $ (5,546,892 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,500,000 — 34,500,000 Basic and Diluted net loss per Class A share $ — — $ — Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.01 ) — $ (0.64 ) |
Schedule of unaudited condensed statement of cash flows | Period From July 24, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Cash Flows Net loss $ (83,312 ) $ (5,463,580 ) $ (5,546,892 ) Adjustment to reconcile net loss to net cash used in operating activities 73,163 5,463,580 5,536,743 Net cash used in operating activities (528,167 ) — (528,167 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,608,766 — 346,608,766 Net change in cash $ 1,080,599 $ — $ 1,080,599 |
Description of business (Detail
Description of business (Details) - USD ($) | May 10, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 15, 2020 | Dec. 31, 2020 | Jun. 30, 2021 |
Description of business (Details) [Line Items] | ||||||
Cash consideration | $ 200,000 | |||||
Equity consideration (in Shares) | 855,688 | |||||
Tortoise Acquisition Corp. II [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Per shares unit (in Dollars per share) | $ 10 | |||||
Other offering costs | $ 19,500,000 | $ 9,000,000 | ||||
Deferred underwriting commissions | $ 12,100,000 | |||||
Description of sale of stock | Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 warrants at a price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement (the “Private Placement”) to TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) and an affiliate of the Sponsor, generating gross proceeds to the Company of approximately $8.9 million (see Note 5). | |||||
Net proceeds | $ 25,000 | |||||
Percentage of outstanding public shares | 100.00% | |||||
Dissolution expenses | 100,000 | $ 100,000 | ||||
Aggregate fees of gross proceeds | 3.00% | |||||
Advisor services fees | $ 3,000,000 | |||||
Operating bank account | 900,000 | 207,000 | ||||
Working capital | 1,200,000 | 4,300,000 | ||||
Liquidity needs | 25,000 | |||||
Loaned from sponsor | $ 181,000 | 181,000 | ||||
Borrowed working capital loans | $ 600,000 | |||||
Deferred underwriting commissions. | $ 12,100,000 | |||||
Anticipated price per share (in Dollars per share) | $ 10 | |||||
Initial price per share (in Dollars per share) | $ 10 | |||||
Tortoise Acquisition Corp. II [Member] | Business Acquisition [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Business combination, description | The Company’s Initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with an Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. | |||||
Net tangible assets | $ 5,000,001 | |||||
Business combination redemption, description | Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. | |||||
Tortoise Acquisition Corp. II [Member] | Sponsor [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Consummated initial public offering shares (in Shares) | 34,500,000 | |||||
Agreed Extend working capital loan | $ 1,000,000 | |||||
Tortoise Acquisition Corp. II [Member] | Sponsor [Member] | Business Acquisition [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Business combination, description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per Public Share and (b) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||||
Over-Allotment Option [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Consummated initial public offering shares (in Shares) | 4,500,000 | |||||
Gross proceeds | $ 345,000,000 | |||||
Initial Public Offering and the Private Placement [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Per shares unit (in Dollars per share) | $ 10 | |||||
Description of sale of stock | Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 warrants at a price of $1.50 per warrant (the “Private Placement Warrants”) in a private placement (the “Private Placement”) to TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) and an affiliate of the Sponsor, generating gross proceeds to the Company of approximately $8.9 million (see Note 4). | |||||
Net proceeds | $ 345,000,000 | |||||
Initial Public Offering and the Private Placement [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Per shares unit (in Dollars per share) | $ 10 | |||||
Net proceeds | $ 345,000,000 | |||||
Class B Common Stock [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Equity consideration (in Shares) | 150,134 | |||||
Class A Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Public shares (in Shares) | 4,500,000 | |||||
Stockholder Support Agreement [€member] | Tortoise Acquisition Corp. II [Member] | Business Acquisition [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Business combination, description | In connection with the execution of the Business Combination Agreement, the Company entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”) with Volta and certain shareholders of Volta pursuant to which such shareholders agreed to vote all of their shares of Volta’s Class A common stock, par value $0.001 per share (“Volta Class A Common Stock”) and shares of Volta’s Class B common stock, par value $0.001 per share (“Volta Class B Common Stock” and, together with the Volta Class A Common Stock, the “Volta Common Stock”) and shares of Volta’s preferred stock (“Volta Preferred Stock”) in favor of the approval and adoption of the Proposed Business Combination and related transactions (the “Proposed Transactions”), including agreeing to execute a written consent within forty-eight hours of a registration statement on Form S-4 filed by the Company becoming effective. | |||||
Lock-Up Agreement [Member] | Tortoise Acquisition Corp. II [Member] | Business Acquisition [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Business combination, description | In connection with the execution of the Business Combination Agreement, the founders of Volta entered into a Lock-Up Agreement with the Company and Volta pursuant to which they have agreed, subject to certain customary exceptions, not to:(a) effect any direct or indirect sale, assignment, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of the Company’s domesticated Class A common stock (the “Class A Common Stock”) or domesticated Class B common stock (the “Class B Common Stock”) held by them immediately after the Effective Time, including any shares of Class A Common Stock or Class B Common Stock issuable upon the exercise of options or warrants to purchase shares of Class A Common Stock or Class B Common Stock held by them immediately following the closing of the Proposed Transactions (the “BCA Closing”), or(b) publicly announce any intention to effect any transaction specified in clause (a),in each case, until the date that is the earlier of (i) one year after the BCA Closing and (ii) the earlier to occur of, subsequent to the BCA Closing, (x) the first date on which the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading-day period commencing at least 150 days after the BCA Closing and (y) the date on which there is consummated a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. | |||||
Subscription Agreements [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Description of business (Details) [Line Items] | ||||||
Description of sale of stock | In connection with the execution of the Business Combination Agreement, the Company entered into separate subscription agreements (collectively, the “Subscription Agreements”) with a number of investors (each, a “Subscriber” and collectively, the “Subscribers”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 30,000,000 shares of Class A Common Stock (the “Private Placement Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $300,000,000, in a private placement. |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - USD ($) | Jan. 01, 2019 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Payments to contractors | $ 100,000 | ||||||||
Network development revenue | $ 800,000 | $ 800,000 | $ 600,000 | ||||||
Description of equity issuance costs | the Company raised $9.5 million through sales of Series D Preferred Stock resulting in $0.3 million of equity issuance costs, paid as Class B Common Stock warrants. As of June 30, 2021, the Company had raised $128.1 million through sales of Series D and D-1 Preferred Stock, resulting in $4.5 million of equity issuance costs, of which $3.8 million was paid in cash and $0.7 million was paid as Class B Common Stock warrants (see Note 9 — Warrants). Equity issuance costs are included in Preferred Stock on the consolidated balance sheets. | During the year ended December 31, 2020, the Company raised $99.3 million through sales of Series D and D-1 Preferred Stock resulting in $4.5 million of equity issuance costs, of which $3.8 million was paid in cash and $0.7 million was paid as Class B Common Stock warrants (see Note 8 — Warrants). Equity issuance costs are included in Preferred Stock on the consolidated balance sheets. | |||||||
Capitalized in prepaid expenses | $ 8,100,000 | $ 30,100 | |||||||
Transaction price | $ 10,600 | 200,000 | 400,000 | ||||||
Recognized consideration payable | $ 15,600 | $ 54,600 | 200,000 | ||||||
Unbilled amount | 800,000 | 800,000 | 600,000 | ||||||
Performance obligations | $ 22,800,000 | $ 24,400,000 | |||||||
Description of performance obligations | the Company expects to recognize approximately 37.4% of its remaining performance obligations as revenues in the next twelve months, and the remainder thereafter. | The Company expects to recognize approximately 38.9% of its remaining performance obligations as revenues in the next twelve months and the remainder thereafter. | |||||||
Description of deferred revenue | Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media-enabled charging stations, installation and operation and maintenance services and is recognized as revenue upon transfer control or as services are performed. The Company generally invoices customers in advance or in milestone-based installments. Revenue recognized for the three months ended June 30, 2021 and 2020 that was included in the deferred revenue balance as of March 31, 2021 and 2020 was $0.2 million and $1.1 million, respectively. Revenue recognized for the six months ended June 30, 2021 and 2020 that was included in the deferred revenue balance as of December 31, 2020 and 2019 was $1.0 million and $2.1 million, respectively. As of June 30, 2021, deferred revenue related to such customer payments amounted to $7.3 million, of which $7.2 million is expected to be recognized during the succeeding twelve-month period and is therefore presented as current. | Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media-enabled charging stations, installation and operation and maintenance services and is recognized as revenue upon transfer control or as services are performed. The Company generally invoices customers in advance or in milestone-based installments. Revenue recognized during the years ended December 31, 2020 and 2019 that was included in the deferred revenue balance at December 31, 2019 and 2018, was $8.1 million and $2.3 million, respectively. Deferred revenue is expected to be recognized during the succeeding twelve-month period and is therefore presented as current. As of December 31, 2020 and 2019, deferred revenue related to such customer payments amounted to $7.5 million and $13.1 million, respectively. | |||||||
Prepaid expenses | $ 44,600 | $ 100,000 | |||||||
Other current assets | 100,000 | 400,000 | |||||||
Other non-current assets | 300,000 | 300,000 | 300,000 | ||||||
Amortization expense | 11,200 | 45,000 | 100,000 | 100,000 | 400,000 | 300,000 | |||
Advertising expenses | $ 100,000 | $ 46,000 | $ 200,000 | $ 200,000 | $ 300,000 | 400,000 | |||
Loan proceeds | $ 3,200,000 | ||||||||
Warrants issued (in Shares) | 3,891,256 | 9,374,786 | 3,891,256 | 9,374,786 | |||||
Net of applicable tax rate | $ 9,096 | $ 12,963 | |||||||
Description of immaterial correction of prior period financial statements | the correction to accrued billings on contracts resulted in a $1.1 million decrease to prepaid partnership costs — current with a corresponding decrease to accounts payable of $1.1 million. As of December 31, 2020, the correction to construction in progress resulted in a $1.1 million decrease to property and equipment, net with a corresponding decrease to accrued expenses and other current liabilities of $1.1 million; the correction to charging stations and digital media screens resulted in a $0.2 million increase to property and equipment, net with a corresponding decrease to other expenses, net of $0.2 million; the correction to inventory resulted in a $0.1 million increase to inventory with a corresponding increase to accrued expenses and other current liabilities for $0.1 million; the correction to accrued billings on contracts resulted in a $4.0 million decrease to prepaid partnership costs — current with a corresponding decrease to accounts payable of $4.0 million; the correction to reclassify the financing liability between the short and long-term portions resulted in a $0.2 million decrease to accrued expenses and other current liabilities with a corresponding increase to other non-current liabilities; the correction to charging station expenses resulted in a $0.9 million decrease to accrued expenses and other current liabilities with a corresponding decrease to other expenses, net, of $0.8 million and a decrease to costs of services for $0.1 million; the correction to reclassify expenses related to invoices in dispute resulted in a $0.6 million decrease to other expenses, net, with a corresponding increase to selling, general and administrative of $0.6 million. | ||||||||
Recorded bad debt expenses | 100,000 | ||||||||
Description of no bad debt expenses recorded | There was no bad debt expense recorded for the year ended December 31, 2019. | ||||||||
Losses | $ 16,100 | $ 4,600,000 | |||||||
Description of debt issuance costs | Costs incurred in connection with borrowings under financing facilities are deferred and amortized over the life of the related financing on a straight-line basis which approximates the effective interest method. During the years ended December 31, 2020 and 2019, the Company deferred and capitalized costs related to the issuance of the term loans approximating $0.6 million and $0.9 million, respectively, and amortized $0.3 million and $0.1 million, respectively, of deferred debt issuance costs as interest expenses, net in the consolidated statements of operations and comprehensive loss (see Note 7 — Debt facilities). | ||||||||
Convertible note | $ 100,000 | ||||||||
Interest expenses | 39,900 | ||||||||
ROU assets | 13,100,000 | ||||||||
Lease liabilities | $ 14,700,000 | ||||||||
Financing obligation | $ 300,000 | ||||||||
Cost of services | $ 400,000 | ||||||||
Supplier One [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Accounts Payable | 14.50% | 21.10% | 76.30% | ||||||
Network Development Revenue [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Network development revenue | $ 3,100,000 | ||||||||
Tortoise Acquisition Corp. II [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Federal depository insurance corporation coverage | $ 250,000 | $ 250,000 | |||||||
Warrants issued (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |||||
Warrants to purchase (in Shares) | 14,558,333 | ||||||||
Net of applicable tax rate | $ 0 | ||||||||
Cash held in Trust Account | $ 345,016,637 | $ 345,000,000 | $ 345,016,637 | $ 345,000,000 | |||||
Customer One [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Accounts Receivable | 24.00% | 25.40% | 59.50% | 68.20% | |||||
Revenue | 53.70% | 21.50% | 44.50% | 63.00% | 65.50% | ||||
Customer Two [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Accounts Receivable | 23.20% | 17.90% | 16.70% | ||||||
Revenue | 10.30% | 14.30% | 12.60% | 16.10% | |||||
Customer Three [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Accounts Receivable | 10.40% | 10.70% | |||||||
Revenue | 12.00% | 11.20% | |||||||
Customer Four [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Revenue | 11.40% | ||||||||
Private Placement [Member] | Tortoise Acquisition Corp. II [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Warrants issued (in Shares) | 5,933,333 | 5,933,333 | |||||||
Class A Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Common stock subject to possible redemption (in Shares) | 29,194,155 | 28,382,615 | 29,194,155 | 28,382,615 | |||||
Net loss | $ 364,000 | ||||||||
Series D-1 Preferred Stock [Member] | |||||||||
Summary of significant accounting policies (Details) [Line Items] | |||||||||
Unamortized debt issuance cost | $ 100,000 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) - Schedule of property and equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Public Utility, Property, Plant and Equipment [Line Items] | ||
Capitalized research and development equipment | 5 years | 5 years |
Furniture | 5 years | 5 years |
Internal-use software | 6 months | 6 months |
Minimum [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Charging stations and digital media screens | 5 years | 5 years |
Computers and equipment | 3 years | 3 years |
Leasehold improvements | 2 years | 2 years |
Maximum [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Charging stations and digital media screens | 10 years | 10 years |
Computers and equipment | 5 years | 5 years |
Leasehold improvements | 5 years | 5 years |
Summary of significant accoun_5
Summary of significant accounting policies (Details) - Schedule of disaggregation of revenue - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||||
Behavior and Commerce | $ 6,484,155 | $ 834,931 | $ 10,013,800 | $ 1,967,615 | $ 8,013,403 | $ 8,608,059 |
Network Development | 340,370 | 1,301,674 | 1,341,111 | 3,607,138 | 10,598,303 | 6,318,772 |
Charging Network Operations | 642 | 241,530 | 642 | 705,719 | 705,719 | 338,778 |
Network Intelligence | 117,000 | 327,000 | 133,000 | |||
Total revenues | $ 6,942,167 | $ 2,378,135 | $ 11,682,553 | $ 6,280,472 | $ 19,450,425 | $ 15,265,609 |
Liquidity (Details)
Liquidity (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 21, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 85.9 | $ 72.3 | $ 40.7 | ||
Cash flow from operating activities | 34.6 | ||||
Accumulated deficit | 240.9 | $ 155 | 58.8 | ||
Cash | $ 24 | $ 0.2 | |||
Loan proceeds | $ 3.2 | ||||
Business combination agreement, description | Until the Company is cash-flow positive, the Company will need to continue to raise funds through the issuance of private equity securities or additional borrowings. The Company raised $128.1 million through sales of Series D and D-1 Preferred Stock, where $9.5 million was received as of June 30, 2020 and $118.6 million was received as of June 30, 2021. In addition, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II. on February 7, 2021 (see Note 1 — Description of business). | Until the Company is cash-flow positive, the Company will need to continue to raise funds through the issuance of private equity securities or additional borrowings. The Company raised $128.1 million through sales of Series D and D-1 Preferred Stock, where $99.3 million was received during the year ended December 31, 2020 and $28.7 million was received subsequent to December 31, 2020. In addition, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II on February 7, 2021 (see Note 17 — Subsequent events). Management has considered conditions or events in the aggregate, including the impact of the COVID-19 pandemic and the closing of the Business Combination Agreement, that provides substantial doubt about the Company’s ability to continue as a going concern over the next 12 months following the issuance of the consolidated financial statements. No assurances can be provided that additional funding will be available at terms acceptable to the Company, if at all. If the Company is unable to raise additional capital, the Company may significantly curtail its operations, modify existing strategic plans and/or dispose of certain operations or assets. | |||
Cash flows from operating activities | $ 54.6 | $ 23.7 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||
Apr. 21, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Acquisitions (Details) [Line Items] | ||||
Purchase price | $ 1.4 | |||
Cash | 0.2 | $ 24 | ||
Shares issued (in Shares) | 3,891,256 | 9,374,786 | ||
Shares issued price per share (in Dollars per share) | $ 7.38 | $ 7.38 | ||
Acquisition paid amount | $ 1.2 | |||
Net assets acquired | $ 1.4 | |||
Definite-lived intangible assets | 1.2 | |||
Goodwill | $ 0.2 | |||
Weighted-average useful life | 1 year 6 months | |||
Class B Common Stock [Member] | ||||
Acquisitions (Details) [Line Items] | ||||
Shares issued (in Shares) | 150,134 | 6,209,918 | ||
Shares issued price per share (in Dollars per share) | $ 8.13 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 5 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Tortoise Acquisition Corp. II [Member] | |||
Fair value measurements (Details) [Line Items] | |||
Change in fair value of derivative liabilities | $ 20.6 | $ 27.1 | $ 13.6 |
Fair value measurements (Deta_2
Fair value measurements (Details) - Schedule of financial instruments for which the Company discloses fair value - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | |||
PPP Loan | $ 3,193,300 | $ 3,193,300 | |
Senior secured term loan | 31,660,519 | 40,696,832 | $ 23,181,240 |
Carrying Amount [Member] | |||
Liabilities | |||
PPP Loan | 3,193,300 | 3,193,300 | |
Senior secured term loan | 49,000,000 | 47,826,670 | 23,181,240 |
Preferred Stock warrant liability | 580,243 | 698,451 | 287,505 |
Total | 52,773,543 | 51,718,421 | 23,468,745 |
Fair Value [Member] | |||
Liabilities | |||
PPP Loan | 3,193,300 | 3,193,300 | |
Senior secured term loan | 50,470,000 | 50,960,000 | 24,608,068 |
Preferred Stock warrant liability | 580,243 | 698,451 | 287,505 |
Total | 54,243,543 | 54,851,751 | 24,895,573 |
Level 1 [Member] | |||
Liabilities | |||
PPP Loan | |||
Senior secured term loan | |||
Preferred Stock warrant liability | |||
Total | |||
Level 2 [Member] | |||
Liabilities | |||
PPP Loan | 3,193,300 | 3,193,300 | |
Senior secured term loan | 50,470,000 | 50,960,000 | 24,608,068 |
Preferred Stock warrant liability | |||
Total | 53,663,300 | 54,153,300 | 24,608,068 |
Level 3 [Member] | |||
Liabilities | |||
PPP Loan | |||
Senior secured term loan | |||
Preferred Stock warrant liability | 580,243 | 698,451 | 287,505 |
Total | $ 580,243 | $ 698,451 | $ 287,505 |
Fair value measurements (Deta_3
Fair value measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement [Abstract] | ||
Expected dividend yield | ||
Risk-free interest rate | 0.67% | 0.53% |
Expected volatility | 66.10% | 50.00% |
Expected term (in years) | 4 years 3 days | 4 years 6 months |
Fair value measurements (Deta_4
Fair value measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | |||
Balance | $ 698,451 | $ 287,504 | $ 287,504 |
Increase (decrease) in fair value of warrants | (118,208) | (10,987) | |
Balance | $ 580,243 | $ 276,517 | $ 698,451 |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation and amortization expenses | $ 2.5 | $ 1.6 | $ 4.7 | $ 3 | $ 6.5 | $ 3.7 |
Property and equipment, net (_2
Property and equipment, net (Details) - Schedule of property and equipment net - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 80,574,151 | $ 61,219,220 | $ 41,150,041 |
Less accumulated depreciation and amortization | (19,386,015) | (14,761,530) | (8,340,816) |
Property and equipment, net | 61,188,136 | 46,457,690 | 32,809,225 |
Charging stations and digital media screens [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 59,400,646 | 43,717,259 | 32,172,355 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 16,854,168 | 14,665,803 | 6,755,264 |
Capitalized research and development equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,833,627 | 973,703 | 815,406 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 750,901 | 552,005 | 541,647 |
Computer equipment and internal-use software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,393,172 | 974,216 | 469,824 |
Other fixed assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 327,541 | 336,234 | $ 395,545 |
Capitalized software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 14,096 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued billings on contracts | $ 671,521 | ||
Charging station expenses | 5,311,727 | 4,811,852 | $ 2,396,854 |
Lease incentive liability | 3,641,842 | 4,038,322 | 7,054,670 |
Employee related expenses | 2,682,634 | 3,712,880 | 1,418,020 |
Financing transaction costs | 3,459,719 | ||
Other | 725,613 | 2,274,252 | 578,054 |
Deposit liability | 850,000 | 2,508,701 | 1,871,831 |
Accrued interest | 35,119 | 1,426,156 | 708,000 |
Total accrued expenses and other liabilities | $ 13,918,456 | $ 22,231,882 | $ 14,027,429 |
Debt facilities (Details)
Debt facilities (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2021 | Apr. 30, 2020 | Sep. 30, 2019 | Jul. 19, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 25, 2020 | |
Debt facilities (Details) [Line Items] | ||||||||||
Secured term loan facilities | $ 44,000,000 | |||||||||
Maximum borrowings | $ 49,000,000 | |||||||||
Principal payment | $ 49,000,000 | $ 40,000,000 | $ 49,000,000 | $ 24,000,000 | ||||||
Remaining amount of commitment | $ 25,000,000 | $ 9,000,000 | ||||||||
Term loan bearing interest rate | 12.00% | 12.00% | 12.00% | |||||||
Expiration period | 2 years | 2 years | ||||||||
Debt discount | $ 1,000,000 | $ 1,200,000 | $ 1,200,000 | 800,000 | ||||||
Accrued interest | $ 35,100 | $ 1,400,000 | 700,000 | |||||||
Interest rate percentage | 3.00% | 3.00% | ||||||||
Principal amount of convertible notes | 9,500,000 | $ 30,200,000 | ||||||||
Convertible notes original principal amount | $ 20,700,000 | |||||||||
Accrued interest rate percentage | 8.00% | |||||||||
Preferred stock, description | all outstanding principal amounts and accrued but unpaid interest were automatically converted into shares of Series D-1 Preferred Stock upon the closing of the Company’s sale of the Series D Preferred Stock. The Company issued to the holders of the convertible notes a number of shares of Series D-1 Preferred Stock calculated by dividing the outstanding principal amount and accrued but unpaid interest by the conversion price of $3.77 per share, calculated at a 26% discount to the fair value of the Series D Preferred Stock (see Note 9 – Redeemable convertible preferred stock for the amount and description of Series D-1 Preferred Stock issued upon conversion of the convertible notes). | all outstanding principal amounts and accrued but unpaid interest were automatically converted into shares of Series D-1 Preferred Stock upon the closing of the Company’s sale of the Series D Preferred Stock. The Company issued to the holders of the convertible notes a number of shares of Series D-1 Preferred Stock calculated by dividing the outstanding principal amount and accrued but unpaid interest by the conversion price of $3.77 per share, calculated at a 26% discount to the fair value of the Series D Preferred Stock (see Note 10 — Redeemable convertible preferred stock for the amount and description of Series D-1 Preferred Stock issued upon conversion of the convertible notes). | ||||||||
Periodic payment | 10 years | 10 years | ||||||||
Useful life term | 5 years | 5 years | ||||||||
Amortized term of financing arrangement | 5 years | 5 years | ||||||||
Financing obligation including current portions | $ 800,000 | $ 700,000 | $ 700,000 | 300,000 | ||||||
Non-current portions | $ 3,500,000 | $ 3,800,000 | $ 3,800,000 | 4,100,000 | ||||||
Borrowing rate, description | The Company’s incremental borrowing rate for each of these transactions has ranged between 10.3%–16.7%. | The Company’s incremental borrowing rate for each of these transactions has ranged between 10.32%-16.68%. | ||||||||
Available amount on during period | $ 20,000,000 | |||||||||
Additional loan facility | $ 4,000,000 | |||||||||
PPP Loan [Member] | ||||||||||
Debt facilities (Details) [Line Items] | ||||||||||
Receiving small business loan amount | $ 3,200,000 | |||||||||
Interest rate percentage | 1.00% | |||||||||
Term Loan [Member] | ||||||||||
Debt facilities (Details) [Line Items] | ||||||||||
Principal payment | $ 24,000,000 |
Debt facilities (Details) - Sch
Debt facilities (Details) - Schedule of company’s outstanding debt instruments - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of company’s outstanding debt instruments [Abstract] | |||
Term loan | $ 49,000,000 | $ 49,000,000 | $ 24,000,000 |
PPP small business loan | 3,193,300 | 3,193,300 | |
Total outstanding principal amount | 52,193,300 | 52,193,300 | 24,000,000 |
Less unamortized debt issuance fees | 1,006,148 | 1,173,330 | 818,760 |
Less current maturities | 19,526,633 | 10,323,138 | |
Total long-term debt | $ 31,660,519 | $ 40,696,832 | $ 23,181,240 |
Debt facilities (Details) - S_2
Debt facilities (Details) - Schedule of term loan and PPP loan payments - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fiscal Year | ||
Remainder of 2021 | $ 9,244,903 | $ 10,323,138 |
2022 | 18,448,397 | 18,731,273 |
2023 | 16,333,333 | 16,333,333 |
2024 | 8,166,667 | 6,805,556 |
2025 | ||
Total | $ 52,193,300 | $ 52,193,300 |
Debt facilities (Details) - S_3
Debt facilities (Details) - Schedule of future payments under financing obligations - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Fiscal Year | ||
Remainder of 2021 | $ 573,803 | $ 1,169,175 |
2022 | 1,326,390 | 1,346,001 |
2023 | 1,330,651 | 1,336,393 |
2024 | 1,165,122 | 1,170,864 |
2025 | 751,928 | 757,670 |
Thereafter | 294,072 | 178,723 |
Total future payments | 5,441,966 | 5,958,826 |
Less amount representing interest | 1,170,831 | 1,391,880 |
Total financing obligations | $ 4,271,135 | $ 4,566,946 |
Warrants (Details)
Warrants (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrants (Details) [Line Items] | |||||
Warrants exercise price | $ 0.76 | $ 0.76 | $ 3.05 | ||
Warrant of total amount (in Dollars) | $ 300,000 | $ 700,000 | |||
Issuance costs (in Dollars) | $ 300,000 | ||||
Warrants of Preferred Stock (in Dollars) | 100,000 | ||||
Warrants | $ 0.60 | ||||
Issuance of total amount (in Dollars) | $ 3,400,000 | ||||
Original issuance discount of amount (in Dollars) | $ 3,400,000 | ||||
Warrant of preferred stock (in Dollars) | $ 700,000 | ||||
Class B Common Stock [Member] | |||||
Warrants (Details) [Line Items] | |||||
Purchase of warrants (in Shares) | 381,679 | 381,679 | 150,000 | 1,951,969 | |
Warrants exercise price | $ 1.31 | $ 0.01 | $ 1.31 | $ 0.01 | $ 2.19 |
Warrant of total amount (in Dollars) | $ 1,500 | ||||
Warrants exercised (in Shares) | 150,000 | ||||
Additional warrants of purchase (in Shares) | 5,555,606 | ||||
Common Stock [Member] | Warrant [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants of Preferred Stock (in Dollars) | $ 7,889,254 | ||||
Series B Preferred Stock [Member] | |||||
Warrants (Details) [Line Items] | |||||
Purchase of warrants (in Shares) | 209,029 | ||||
Warrants exercise price | $ 1.05 |
Redeemable convertible prefer_3
Redeemable convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Redeemable convertible preferred stock (Details) [Line Items] | ||
Preferred stock voting rights, percentage | 50.00% | 50.00% |
Preferred stock split, description | The conversion ratio for all series of Preferred Stock is 1:1. | The conversion ratio for all series of Preferred Stock is 1:1. |
Voting rights, description | The holders of Series D and Series D-1 Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Series C, Series C-1 and Series C-2 Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Series B Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Common Stock voting as a separate class shall be entitled to elect two members of the Volta Board. | The holders of Series D and Series D-1 Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Series C, Series C-1 and Series C-2 Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Series B Preferred Stock voting as a separate class shall be entitled to elect one member of the Volta Board. The holders of Common Stock voting as a separate class shall be entitled to elect two members of the Volta Board. |
Preferred Stock [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Preferred stock voting rights, percentage | 50.00% | 50.00% |
Series A [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | $ 1.20 | $ 1.20 |
Series A [Member] | First Year [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Premium on redemption, percentage | 75.00% | 75.00% |
Series A [Member] | Minimum [Member] | Two Years or Three years [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Premium on redemption, percentage | 150.00% | 150.00% |
Series A [Member] | Maximum [Member] | Two Years or Three years [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Premium on redemption, percentage | 225.00% | 225.00% |
Series B [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | $ 1.40 | $ 1.40 |
Series C [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | 1.68 | 1.68 |
Series C-1 [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | 1.51 | 1.51 |
Series C-2 [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | 2.61 | 2.61 |
Series D [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | 7.38 | 7.38 |
Series D-1 [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Conversion price per share | $ 3.77 | $ 3.77 |
Shares issued for convertible notes (in Shares) | 8,283,574 | |
Discount on issuance price, percentage | 26.00% | |
Shares issued carrying Value (in Dollars) | $ 11.1 | |
Class A Common Stock [Member] | ||
Redeemable convertible preferred stock (Details) [Line Items] | ||
Proceeds from net of underwriting discounts and commissions (in Dollars) | $ 275 | $ 275 |
Redeemable convertible prefer_4
Redeemable convertible preferred stock (Details) - Schedule of the authorized and issued and outstanding redeemable convertible preferred stock - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 71,566,249 | 71,566,249 | 45,534,163 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 66,927,034 | 63,035,778 | 45,377,418 |
Preferred Stock, Original Issuance, Net | $ 198,843,802 | $ 171,413,125 | $ 76,492,802 |
Preferred Stock, Carrying Value | 210,029,724 | 182,599,047 | 75,608,294 |
Preferred Stock, Liquidation Preference | $ 205,662,884 | $ 176,941,913 | $ 76,604,696 |
Series A | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 7,363,856 | 7,363,856 | 7,363,856 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 7,363,856 | 7,363,856 | 7,363,856 |
Preferred Stock, Original Issuance, Net | $ 8,823,381 | $ 8,823,381 | $ 8,831,988 |
Preferred Stock, Carrying Value | 8,823,381 | 8,823,381 | 8,823,381 |
Preferred Stock, Liquidation Preference | $ 8,831,988 | $ 8,831,988 | $ 8,832,209 |
Series B | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 11,247,313 | 11,247,313 | 11,247,313 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 11,090,568 | 11,090,568 | 11,090,568 |
Preferred Stock, Original Issuance, Net | $ 15,137,773 | $ 15,137,773 | $ 15,489,087 |
Preferred Stock, Carrying Value | 15,137,773 | 15,137,773 | 15,137,773 |
Preferred Stock, Liquidation Preference | $ 15,489,087 | $ 15,489,087 | $ 15,489,087 |
Series C | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 18,581,768 | 18,581,768 | 18,581,768 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 18,581,768 | 18,581,768 | 18,581,768 |
Preferred Stock, Original Issuance, Net | $ 30,892,828 | $ 30,892,828 | $ 31,167,199 |
Preferred Stock, Carrying Value | 30,892,828 | 30,892,828 | 30,892,828 |
Preferred Stock, Liquidation Preference | $ 31,167,199 | $ 31,167,199 | $ 31,167,199 |
Series C-1 | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 665,428 | 665,428 | 665,428 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 665,428 | 665,428 | 665,428 |
Preferred Stock, Original Issuance, Net | $ 1,004,530 | $ 1,004,530 | $ 1,004,530 |
Preferred Stock, Carrying Value | 1,116,142 | 1,116,142 | 1,116,142 |
Preferred Stock, Liquidation Preference | $ 1,004,530 | $ 1,004,530 | $ 1,116,142 |
Series C-2 | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 7,675,798 | 7,675,798 | 7,675,798 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 7,675,798 | 7,675,798 | 7,675,798 |
Preferred Stock, Original Issuance, Net | $ 19,638,170 | $ 19,638,170 | $ 19,999,998 |
Preferred Stock, Carrying Value | 19,638,170 | 19,638,170 | 19,638,170 |
Preferred Stock, Liquidation Preference | $ 19,999,998 | $ 19,999,998 | $ 20,000,059 |
Series D | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 17,748,512 | 17,748,512 | |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 13,266,042 | 9,374,786 | |
Preferred Stock, Original Issuance, Net | $ 92,092,367 | $ 64,661,690 | |
Preferred Stock, Carrying Value | 92,092,367 | 64,661,690 | |
Preferred Stock, Liquidation Preference | $ 97,915,329 | $ 69,194,358 | |
Series D-1 | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 8,283,574 | 8,283,574 | |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 8,283,574 | 8,283,574 | |
Preferred Stock, Original Issuance, Net | $ 31,254,753 | $ 31,254,753 | |
Preferred Stock, Carrying Value | 42,329,063 | 42,329,063 | |
Preferred Stock, Liquidation Preference | $ 31,254,753 | $ 31,254,753 |
Stockholders' deficit and sto_3
Stockholders' deficit and stock-based compensation (Details) - USD ($) | Sep. 10, 2021 | Sep. 10, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 29, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Exercised price | $ 1,087,402 | $ 4,463 | $ 104,981 | $ 42,151 | ||||||||
Exercise prices, percentage | 100.00% | 100.00% | ||||||||||
Options granted to individuals owning, percentage | 10.00% | 10.00% | ||||||||||
Option granted, percentage | 10.00% | 10.00% | ||||||||||
Estimated fair value, percentage | 110.00% | 110.00% | ||||||||||
Stock plan, description | there were options and RSAs outstanding to purchase a total of 112,009 Class A shares of Common Stock and 4,910,607 of Class B shares of Common Stock under the Volta Option Plan. As of December 31, 2020, zero options for both Class A Common Stock and Class B Common Stock were available for issuance under the Volta Option Plan. | there were options and RSAs outstanding to purchase a total of 112,009 Class A shares of Common Stock and 9,491,886 of Class B shares of Common Stock under the Volta Option Plan. As of June 30, 2021, zero options for Class A Common Stock and 697,370 shares of Class B Common Stock were available for issuance under the Volta Option Plan. | ||||||||||
Aggregate intrinsic value of employee options exercised | $ 2,500,000 | $ 0 | $ 500,000 | $ 5,800,000 | $ 4,100 | $ 100,000 | ||||||
Weighted-average grant-date fair value of options granted (in Dollars per share) | $ 5.03 | $ 0.63 | $ 0.45 | $ 4.21 | $ 0.54 | $ 0.37 | ||||||
Employee options forfeited per share (in Dollars per share) | 2.77 | 0.45 | 0.38 | 2.02 | 0.91 | 0.24 | ||||||
Weighted average grant date fair value of options vested (in Dollars per share) | $ 1.17 | $ 0.63 | $ 0.30 | $ 1.85 | $ 0.62 | $ 0.17 | ||||||
Fair value of options vested | $ 600,000 | $ 300,000 | $ 900,000 | $ 5,700,000 | $ 800,000 | $ 200,000 | ||||||
Stock based compensation expense | $ 3,100,000 | $ 19,500,000 | $ 2,400,000 | 1,700,000 | ||||||||
Weighted average estimated period | 2 years 9 months 18 days | 3 years 6 months | 2 years 9 months 18 days | |||||||||
Selling, general and administrative expense | $ 1,300,000 | $ 300,000 | $ 5,300,000 | $ 46,800,000 | $ 500,000 | 1,000,000 | ||||||
Promissory notes outstanding from employees | $ 10,400,000 | 18,700,000 | 10,400,000 | 1,200,000 | ||||||||
Tax paid on employees | $ 9,000,000 | $ 700,000 | $ 700,000 | |||||||||
Partial recourse promissory notes, description | The remainder up to 50% of the value of the original principal of the notes is collateralized by the assets of the borrowers. | The remainder up to 50% for some notes, or 37.5% for others, of the value of the original principal of the notes is collateralized by the assets of the borrowers. | ||||||||||
Common stock, shares authorized (in Shares) | 126,000,000 | 126,000,000 | 126,000,000 | 126,000,000 | 76,920,000 | |||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Voting power classes stock exercisable grant terms | 5 years | |||||||||||
Volta option plan expire term | 10 years | |||||||||||
Volta option plan vest over period | 4 years | |||||||||||
Volta option plan terminates terms | 10 years | |||||||||||
Tortoise Acquisition Corp. II [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Founder shares (in Shares) | 7,187,500 | |||||||||||
Warrants for redemption, description | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||||||||||
Preferred stock, shares authorized (in Shares) | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Tortoise Acquisition Corp. II [Member] | Sponsor [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Founder shares (in Shares) | 1,437,500 | 1,437,500 | ||||||||||
Shares capitalization (in Shares) | 1,437,500 | 1,437,500 | ||||||||||
Class B Ordinary Shares [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Options to purchase shares (in Shares) | 976,522 | |||||||||||
Exercised price | $ 1,100,000 | |||||||||||
Restricted stock purchases (in Shares) | 11,147,195 | 11,147,195 | 11,147,195 | 2,165,605 | ||||||||
Class B Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Common stock, shares authorized (in Shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Founder shares (in Shares) | 8,625,000 | 8,625,000 | 7,187,500 | |||||||||
Warrants for redemption, description | Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 were subject to forfeiture by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The over-allotment option was exercised in full on September 11, 2020; thus, the 1,125,000 Founder Shares are no longer subject to forfeiture. | Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 were subject to forfeiture by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The over-allotment option was exercised in full on September 11, 2020; thus, the 1,125,000 Founder Shares are no longer subject to forfeiture. | ||||||||||
Class B Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | Sponsor [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Founder shares (in Shares) | 35,000 | |||||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Founder shares (in Shares) | 35,000 | |||||||||||
Class A Ordinary Shares [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Restricted stock purchases (in Shares) | 1,036,124 | 1,036,124 | 1,036,124 | |||||||||
Class A Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Common stock, shares authorized (in Shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares issued (in Shares) | 34,500,000 | 34,500,000 | ||||||||||
Common stock subject to possible redemption (in Shares) | 29,194,155 | 28,382,615 | 29,194,155 | 28,382,615 | ||||||||
Issued and outstanding shares percentage | 20.00% | 20.00% | ||||||||||
Common Stock, shares issued (in Shares) | 34,500,000 | 34,500,000 | ||||||||||
Common Stock, shares outstanding (in Shares) | 34,500,000 | 34,500,000 | ||||||||||
Shares subject to possible redemption (in Shares) | 29,194,155 | 28,382,615 | 29,194,155 | 28,382,615 | ||||||||
Equity Option [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Aggregate exercise price interest rates, percentage | 3.25% | 3.25% | 2.26% | 2.26% | ||||||||
Award [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Aggregate purchase price interest rates, percentage | 2.30% | 2.30% | ||||||||||
Taxes paid and carry interest, percentage | 3.25% | |||||||||||
2014 Stock Plan [Member] | Class B Ordinary Shares [Member] | ||||||||||||
Stockholders' deficit and stock-based compensation (Details) [Line Items] | ||||||||||||
Options to purchase shares (in Shares) | 5,557,592 | |||||||||||
Weighted average exercise price per share (in Dollars per share) | $ 4.44 | $ 4.44 |
Stockholders' deficit and sto_4
Stockholders' deficit and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders' deficit and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation [Line Items] | ||
Authorized Shares | 126,000,000 | 126,000,000 |
Issued and Outstanding Shares | 27,178,067 | 20,351,411 |
Class A Common Stock [Member] | ||
Stockholders' deficit and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation [Line Items] | ||
Authorized Shares | 86,000,000 | 86,000,000 |
Issued and Outstanding Shares | 9,485,479 | 9,485,479 |
Class B Common Stock [Member] | ||
Stockholders' deficit and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation [Line Items] | ||
Authorized Shares | 40,000,000 | 40,000,000 |
Issued and Outstanding Shares | 17,692,588 | 10,865,932 |
Stockholders' deficit and sto_5
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Preferred Stock warrants (in Dollars) | $ 156,745 | $ 156,745 | |
Common Stock warrants | 8,219,254 | 8,369,254 | |
Stock option plans: | |||
Options and RSAs outstanding | 9,759,451 | 5,197,616 | 10,691,126 |
Shares available for grant | 697,370 | 11,785,727 | 1,528,203 |
Total | 85,759,854 | 88,545,120 | |
Series A Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 7,363,856 | 7,363,856 | |
Series B Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 11,090,568 | 11,090,568 | |
Series C Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 18,581,768 | 18,581,768 | |
Series C-1 Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 665,428 | 665,428 | |
Series C-2 Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 7,675,798 | 7,675,798 | |
Series D Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 13,266,042 | 9,374,786 | |
Series D-1 Preferred Stock [Member] | |||
Stockholders' deficit and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | |||
Conversion of Series | 8,283,574 | 8,283,574 |
Stockholders' deficit and sto_6
Stockholders' deficit and stock-based compensation (Details) - Schedule of option award activity for employees - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of option award activity for employees [Abstract] | ||||
Number of options outstanding, beginning balance | 18,044,059 | 14,469,493 | ||
Weighted- average exercise price per share, beginning balance | $ 2.03 | $ 0.93 | ||
Weighted- average remaining contractual life (years), beginning balance | 8 years 2 months 12 days | |||
Aggregate intrinsic value, beginning balance | $ 108,589,869 | $ 30,880,726 | ||
Number of options outstanding, Options granted | 1,370,700 | 4,186,892 | 4,383,239 | 5,636,140 |
Weighted- average exercise price per share, Options granted | $ 7.77 | $ 3.35 | $ 1.05 | $ 0.96 |
Number of options outstanding, Options exercised | (316,604) | (509,918) | (213,490) | (68,903) |
Weighted- average exercise price per share, Options exercised | $ 0.66 | $ 1.70 | $ 0.49 | $ 0.33 |
Number of options outstanding, Options forfeited | (66,827) | (102,408) | ||
Weighted- average exercise price per share, Options forfeited | $ 2.41 | $ 1.76 | $ 0.97 | $ 0.66 |
Number of options outstanding, Options expired | ||||
Weighted- average exercise price per share, Options expired | ||||
Number of options outstanding, ending balance | 19,031,328 | 18,044,059 | 14,469,493 | |
Weighted- average exercise price per share, ending balance | $ 2.88 | $ 2.03 | $ 0.93 | |
Weighted- average remaining contractual life (years), ending balance | 8 years 3 months 18 days | 8 years 4 months 24 days | ||
Aggregate intrinsic value, ending balance | $ 124,350,693 | $ 108,589,869 | $ 30,880,726 | |
Number of options outstanding, Options vested and exercisable, beginning balance | 3,486,657 | 1,947,361 | 4,208,556 | |
Weighted- average exercise price per share, Options vested and exercisable, beginning balance | $ 1.39 | $ 0.63 | $ 0.55 | |
Weighted- average remaining contractual life (years), Options vested and exercisable, beginning balance | 7 years | |||
Aggregate intrinsic value, Options vested and exercisable, beginning balance | $ 21,218,494 | $ 4,734,286 | $ 3,180,418 | |
Number of options outstanding, Options vested and exercisable, ending balance | 3,422,783 | 3,486,657 | 1,947,361 | 4,208,556 |
Weighted- average exercise price per share, Options vested and exercisable, ending balance | $ 1.46 | $ 1.39 | $ 0.63 | $ 0.55 |
Weighted- average remaining contractual life (years), Options vested and exercisable, ending balance | 7 years 8 months 12 days | 7 years 10 months 24 days | ||
Aggregate intrinsic value, Options vested and exercisable, ending balance | $ 23,970,041 | $ 21,218,494 | $ 4,734,286 | $ 3,180,418 |
Stockholders' deficit and sto_7
Stockholders' deficit and stock-based compensation (Details) - Schedule of weighted-average assumptions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of weighted-average assumptions [Abstract] | ||||
Expected dividend yield | ||||
Risk-free interest rate | 1.10% | 0.40% | 0.70% | 1.20% |
Expected volatility | 66.10% | 54.20% | 59.70% | 42.10% |
Expected term (in years) | 6 years 1 month 6 days | 5 years 4 months 24 days | 5 years 9 months 18 days | 5 years 10 months 24 days |
Net loss per share (Details) -
Net loss per share (Details) - Schedule of computation of basic and diluted net loss per share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Net loss | $ (8,466,666) | $ (9,870,349) | $ (38,664,100) | $ (20,781,989) | $ (59,814,813) | $ (33,979,564) |
Basic shares: | ||||||
Weighted-average common shares, basic | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 |
Diluted shares: | ||||||
Weighted-average common shares, diluted | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 |
Net loss per share attributable to common stockholders: | ||||||
Basic | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Diluted | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Net loss | $ (12,119,063) | $ (2,009,737) | $ (47,196,324) | $ (4,225,794) | $ (12,504,064) | $ (6,673,052) |
Basic shares: | ||||||
Weighted-average common shares, basic | 9,122,514 | 1,297,671 | 7,779,617 | 1,295,923 | 1,332,295 | 1,251,598 |
Diluted shares: | ||||||
Weighted-average common shares, diluted | 9,122,514 | 1,297,671 | 7,779,617 | 1,295,923 | 1,332,295 | 1,251,598 |
Net loss per share attributable to common stockholders: | ||||||
Basic | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Diluted | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Net loss per share (Details) _2
Net loss per share (Details) - Schedule of the diluted net loss per share are the same as the basic net loss per share - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 96,390,115 | 91,150,983 | 96,390,115 | 91,150,983 | 87,937,024 | 67,196,093 |
Outstanding stock options – stock plan [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 9,603,895 | 12,646,221 | 9,603,895 | 12,646,221 | 5,022,616 | 10,622,626 |
Non plan option grants [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 155,556 | 155,556 | 175,000 | |||
Convertible Preferred Stock [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 66,927,034 | 66,927,034 | 66,927,034 | 66,927,034 | 63,035,778 | 45,377,418 |
Warrants for Common Stock [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 8,219,254 | 8,219,254 | 8,219,254 | 8,219,254 | 8,219,254 | 7,837,575 |
Warrants for Preferred Stock [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 156,745 | 156,745 | 156,745 | 156,745 | 156,745 | 156,745 |
Options and RSAs exercised under notes receivables [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 11,327,631 | 3,201,729 | 11,327,631 | 3,201,729 | 11,327,631 | 3,201,729 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||||||
Leases range, description | These leases generally have an initial term ranging from five to ten years, with the option to extend the lease for one to five years. | These leases generally have an initial term ranging from five to ten years, with the option to extend the lease for one to five years. | ||||
Asset retirement obligations | $ 1,000,000 | $ 800,000 | $ 600,000 | |||
Negative variable lease cost | $ 0 | $ 100,000 | 0 | $ 100,000 | 200,000 | |
Material leases amount | $ 0 | $ 0 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of supplemental information related to leases | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other operating leases information | |||
Weighted-average remaining lease term (years) | 7 years 8 months 12 days | 7 years 10 months 24 days | 8 years 1 month 6 days |
Weighted-average discount rate | 13.40% | 13.80% | 13.30% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of lease costs were recognized in other operating (income) expenses - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease costs | ||||||
Total operating lease costs | $ 2,936,010 | $ 1,594,632 | $ 5,640,570 | $ 3,157,321 | $ 7,310,295 | $ 4,219,309 |
Fixed lease cost [Member] | ||||||
Operating lease costs | ||||||
Fixed lease cost | 2,806,857 | 1,654,602 | 5,442,923 | 3,192,685 | 7,388,997 | 4,011,839 |
Variable lease cost [Member] | ||||||
Operating lease costs | ||||||
Variable lease cost | $ 129,153 | $ (59,970) | $ 197,647 | $ (35,364) | $ (78,702) | $ 207,470 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of supplemental cash flow information related to leases - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||||||
Operating cash outflows from operating leases | $ 2,390,864 | $ 1,352,324 | $ 4,446,945 | $ 2,661,999 | $ 6,837,734 | $ 3,452,433 |
ROU assets obtained in exchange for lease obligations | ||||||
ROU assets obtained in exchange for operating lease liabilities | $ 2,544,473 | $ 2,471,421 | $ 7,266,255 | $ 4,734,048 | $ 18,369,433 | $ 26,962,093 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of maturities of lease liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of maturities of lease liabilities [Abstract] | ||
Remainder of 2021 | $ 5,754,128 | $ 9,474,959 |
2022 | 10,865,604 | 9,725,444 |
2023 | 11,185,659 | 9,908,607 |
2024 | 10,648,943 | 9,349,544 |
2025 | 9,788,001 | 8,578,895 |
Thereafter | 32,678,604 | 26,090,109 |
Total undiscounted lease payments | 80,920,939 | 73,127,558 |
Less imputed interest | (30,283,127) | (28,497,977) |
Total lease liabilities | $ 50,637,812 | $ 44,629,581 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Accrued expenses and other current liabilities | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | ||
Invoices totaling amount | $ 1,400,000 | 1,400,000 | ||||
Employee's contribution percentage | 4.00% | |||||
Contributions plan amount | $ 200,000 | $ 100,000 | $ 500,000 | $ 300,000 | ||
Other operating expenses | $ 600,000 | |||||
Tortoise Acquisition Corp. II [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 10.03 | $ 10.49 | $ 10.03 | $ 10.49 | ||
Underwriting agreement, description | The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. | The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. | ||||
CIBC National Trust Company [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Forward purchase agreement, description | The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”), pursuant to which the Company may elect, in its sole and absolute discretion, to offer CIBC National Trust Company (“CIBC National Trust”) the opportunity to purchase forward purchase units, consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-fourth of one redeemable warrant (the “Forward Purchase Warrants”), where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share (the “Forward Purchase Units”), and, if CIBC National Trust accepts such offer, it commits to purchase at least a minimum aggregate amount equal to either (a) 10% of the gross proceeds from a private placement that may close simultaneously with the closing of the Initial Business Combination or (b) 10% of the gross proceeds from the Initial Public Offering (the “Minimum Aggregate Amount”), and up to a maximum aggregate amount of $100,000,000 of Forward Purchase Units at a price per unit equal to the public offering price (the “Maximum Aggregate Amount”). | The Company entered into a forward purchase agreement (the “Forward Purchase Agreement”), pursuant to which the Company may elect, in its sole and absolute discretion, to offer CIBC National Trust Company (“CIBC National Trust”) the opportunity to purchase forward purchase units, consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-fourth of one redeemable warrant (the “Forward Purchase Warrants”), where each whole redeemable warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share (the “Forward Purchase Units”), and, if CIBC National Trust accepts such offer, it commits to purchase at least a minimum aggregate amount equal to either (a) 10% of the gross proceeds from a private placement that may close simultaneously with the closing of the Initial Business Combination or (b) 10% of the gross proceeds from the Initial Public Offering (the “Minimum Aggregate Amount”), and up to a maximum aggregate amount of $100,000,000 of Forward Purchase Units at a price per unit equal to the Initial Public Offering price (the “Maximum Aggregate Amount”). | ||||
IPO [Member] | Tortoise Acquisition Corp. II [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Purchase additional units (in Shares) | 4,500,000 | 4,500,000 | ||||
Share price (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | ||
Deferred legal fees | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | ||||||
Percentage of income tax rate | 0.00% | 0.00% | 0.00% | 0.00% | ||
Valuation allowance | $ 19.2 | $ 12.6 | ||||
Federal net operating loss carryforwards | 62.3 | |||||
State net operating loss carryforwards | $ 54.4 | |||||
Net operating loss expiration, description | these federal and state NOL carryforwards will begin to expire in the year ending December 31, 2035 | |||||
Fuel vehicle credit carryforwards | $ 8.8 | |||||
Tax Cuts and Jobs Act of 2017 [Member] | ||||||
Income Taxes (Details) [Line Items] | ||||||
Federal net operating loss carryforwards | $ 36.8 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | Sep. 10, 2021 | Sep. 10, 2020 | Sep. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jul. 29, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 21, 2021 | Mar. 31, 2021 | Sep. 15, 2020 | Mar. 31, 2020 |
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Accounts payable due to related party | $ 100,000 | $ 100,000 | $ 100,000 | $ 47,900 | ||||||||||||||
Convertible notes issued | 30,200,000 | 30,200,000 | 30,200,000 | |||||||||||||||
Convertible notes issued to related parties | $ 9,800,000 | $ 9,800,000 | $ 9,800,000 | |||||||||||||||
Conversion of stock, shares converted (in Shares) | 2,721,956 | 88,545,120 | 65,591,067 | |||||||||||||||
Preferred stock, convertible, conversion price (in Dollars per share) | $ 3.77 | $ 3.77 | $ 3.77 | |||||||||||||||
Generating gross proceeds | $ 10,300,000 | $ 15,000,000 | ||||||||||||||||
Shares issued (in Shares) | 9,374,786 | 3,891,256 | 9,374,786 | 3,891,256 | 9,374,786 | |||||||||||||
Shares issued, price per share (in Dollars per share) | $ 7.38 | $ 7.38 | $ 7.38 | $ 7.38 | $ 7.38 | |||||||||||||
Total proceeds | $ 1,300,000 | $ 377,574 | ||||||||||||||||
Common stock, value issued | $ 523 | $ 3,000 | $ 523 | $ 3,000 | $ 523 | $ 309 | ||||||||||||
Common stock, shares issued (in Shares) | 20,351,411 | 27,178,067 | 20,351,411 | 27,178,067 | 20,351,411 | 10,866,044 | ||||||||||||
Common stock, exercise options (in Shares) | 9,271,877 | 9,271,877 | ||||||||||||||||
Principal amount of promissory notes | $ 9,200,000 | $ 9,200,000 | $ 9,200,000 | |||||||||||||||
Related parties loan amount | $ 8,300,000 | |||||||||||||||||
Interest rate | 3.25% | 3.25% | ||||||||||||||||
Promissory note issued | $ 400,000 | $ 400,000 | ||||||||||||||||
Shares of restricted stock awards (in Shares) | 5,700,000 | |||||||||||||||||
Exercised shares (in Shares) | 9,271,877 | 150,000 | ||||||||||||||||
Warrants price per share (in Dollars per share) | $ 3.05 | $ 0.76 | $ 3.05 | $ 0.76 | $ 3.05 | $ 0.76 | ||||||||||||
Shares value issued for sponsor | $ 3,358,949 | |||||||||||||||||
Forfeit up to an aggregate shares (in Shares) | 232,113 | 393,806 | ||||||||||||||||
Sale of private placement shares (in Shares) | 855,688 | |||||||||||||||||
Price per share (in Dollars per share) | $ 7.01 | $ 7.01 | $ 7.01 | |||||||||||||||
Purchase price | $ 3,400,000 | |||||||||||||||||
Fair value adjustments | 3.06 | |||||||||||||||||
Promissory notes includes for taxes | $ 700,000 | $ 700,000 | $ 700,000 | |||||||||||||||
Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Shares issued (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |||||||||||||
Shares issued, price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||||
Founder shares (in Shares) | 7,187,500 | |||||||||||||||||
Founder shares outstanding percentage | 20.00% | |||||||||||||||||
Working capital loans | $ 1,500,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 1.50 | |||||||||||||||||
Office space monthly rent | $ 10,000 | |||||||||||||||||
General and administrative expenses | $ 36,667 | |||||||||||||||||
Administrative Expenses | $ 30,000 | $ 60,000 | $ 600,000 | $ 300,000 | ||||||||||||||
Price per share | $ 1,500,000 | |||||||||||||||||
Borrowed working capital loans | $ 600,000 | |||||||||||||||||
Activate Capital Partners, LP [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Convertible notes issued | $ 9,500,000 | $ 6,500,000 | $ 9,500,000 | 6,500,000 | $ 9,500,000 | |||||||||||||
Shares issued (in Shares) | 2,640,565 | 2,640,565 | 2,640,565 | |||||||||||||||
Virgo Hermes LLC [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Convertible notes issued | $ 3,300,000 | $ 3,300,000 | $ 3,300,000 | |||||||||||||||
19York Ventures [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Shares issued (in Shares) | 169,485 | 2,032,271 | 169,485 | 2,032,271 | 169,485 | |||||||||||||
Sponsor [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Shares value issued for sponsor | $ 25,000 | |||||||||||||||||
Founder shares (in Shares) | 1,437,500 | 1,437,500 | ||||||||||||||||
Founder Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Sponsor holding share (in Shares) | 8,625,000 | |||||||||||||||||
Forfeit up to an aggregate shares (in Shares) | 1,125,000 | |||||||||||||||||
Founder shares outstanding percentage | 20.00% | |||||||||||||||||
Founder Shares [Member] | Tortoise Acquisition Corp. II [Member] | Business Acquisition [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Business combination, description | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Initial Business Combination and (b) subsequent to the Initial Business Combination, (i) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Initial Business Combination, and (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Initial Business Combination and (b) subsequent to the Initial Business Combination, (i) if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Initial Business Combination, and (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||||||||||
CFO [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Convertible notes issued | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||
Shares issued (in Shares) | 27,142 | 27,142 | 27,142 | |||||||||||||||
Bauer Family Investments [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Convertible notes issued | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||
Shares issued (in Shares) | 54,249 | 54,249 | 54,249 | |||||||||||||||
Holder [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Forfeit up to an aggregate shares (in Shares) | 1,125,000 | |||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Convertible notes issued | $ 20,700,000 | 9,500,000 | $ 20,700,000 | 9,500,000 | $ 20,700,000 | |||||||||||||
Promissory Notes [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Principal amount of promissory notes | $ 700,000 | $ 9,000,000 | $ 700,000 | $ 9,000,000 | $ 700,000 | |||||||||||||
Initial Public Offering [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Payment of costs related to proposed public offering | $ 600,000 | |||||||||||||||||
Borrowings | $ 181,000 | |||||||||||||||||
Founder Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Sponsor holding share (in Shares) | 8,625,000 | |||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Consulting services | $ 200,000 | $ 300,000 | ||||||||||||||||
Class B Ordinary Shares [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Shares issued (in Shares) | 150,134 | 6,209,918 | ||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 8.13 | |||||||||||||||||
Common stock issued for warrants (in Shares) | 150,000 | 150,000 | ||||||||||||||||
Related parties loan amount | $ 1,500 | |||||||||||||||||
Common stock issued to CEO and president (in Shares) | 6,826,656 | |||||||||||||||||
Warrants price per share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 1.31 | $ 0.01 | $ 0.01 | $ 1.31 | $ 0.01 | $ 2.19 | $ 1.31 | |||||||||
Sale of private placement shares (in Shares) | 150,134 | |||||||||||||||||
Class B Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Common stock, shares issued (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |||||||||||||
Founder shares (in Shares) | 8,625,000 | 8,625,000 | 7,187,500 | |||||||||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Founder shares (in Shares) | 35,000 | |||||||||||||||||
Class A Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||
Common stock, shares issued (in Shares) | 6,117,385 | 5,305,845 | 6,117,385 | 5,305,845 | 6,117,385 | |||||||||||||
Warrants price per share (in Dollars per share) | $ 11.50 | |||||||||||||||||
Class B Common Stock Warrants [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Common stock, value issued | $ 700,000 | $ 700,000 | $ 700,000 | |||||||||||||||
Common stock issued and outstanding (in Shares) | 3,407,015 | 3,407,015 | ||||||||||||||||
Issue of warrants (in Shares) | 531,679 | |||||||||||||||||
Class B Common Stock Warrants [Member] | Activate Capital Partners, LP [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Common stock issued for warrants (in Shares) | 500,000 | 500,000 | ||||||||||||||||
Common stock, shares issued (in Shares) | 150,000 | 150,000 | ||||||||||||||||
Class B Common Stock Warrants [Member] | Energize Ventures LLC [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Common stock issued for warrants (in Shares) | 381,679 | 381,679 | ||||||||||||||||
Common stock, value issued | $ 300,000 | $ 300,000 | ||||||||||||||||
Warrant [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||
Generating gross proceed | $ 8,900,000 | $ 8,900,000 | ||||||||||||||||
Warrant [Member] | Initial Public Offering [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Warrants price per share (in Dollars per share) | 1.50 | 1.50 | $ 1.50 | $ 1.50 | 1.50 | |||||||||||||
Sale of private placement shares (in Shares) | 5,933,333 | 5,933,333 | ||||||||||||||||
Warrant [Member] | Class A Ordinary Shares [Member] | Tortoise Acquisition Corp. II [Member] | ||||||||||||||||||
Related party transactions (Details) [Line Items] | ||||||||||||||||||
Warrants price per share (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) | Feb. 07, 2021 | May 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Jan. 22, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 21, 2021 |
Subsequent events (Details) [Line Items] | |||||||||||||
Exercise, term | 9 years 6 months | ||||||||||||
Maturity date | Dec. 6, 2021 | ||||||||||||
Shares issued | 9,374,786 | 9,374,786 | 3,891,256 | 9,374,786 | |||||||||
Purchase price per share (in Dollars per share) | $ 7.38 | $ 7.38 | $ 7.38 | $ 7.38 | |||||||||
Conversion stock, description | Each share of Series D Preferred Stock will have a stated value of $7.38 per share. At any time, the Series D Preferred Stock can be converted into shares of Class A Common Stock at $7.38 per share. | ||||||||||||
Shares of restricted stock | 5,700,000 | ||||||||||||
Received proceeds (in Dollars) | $ 900,000 | ||||||||||||
Number of shares | 275,052 | 9,611,840 | 275,052 | ||||||||||
Loan amount (in Dollars) | $ 8,300,000 | ||||||||||||
Interest rate | 3.25% | ||||||||||||
Common stock shares issued and outstanding | 20,351,411 | 10,866,044 | |||||||||||
Business combination agreement, description | Until the Company is cash-flow positive, the Company will need to continue to raise funds through the issuance of private equity securities or additional borrowings. The Company raised $128.1 million through sales of Series D and D-1 Preferred Stock, where $9.5 million was received as of June 30, 2020 and $118.6 million was received as of June 30, 2021. In addition, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II. on February 7, 2021 (see Note 1 — Description of business). | Until the Company is cash-flow positive, the Company will need to continue to raise funds through the issuance of private equity securities or additional borrowings. The Company raised $128.1 million through sales of Series D and D-1 Preferred Stock, where $99.3 million was received during the year ended December 31, 2020 and $28.7 million was received subsequent to December 31, 2020. In addition, the Company entered into a Business Combination Agreement with Tortoise Acquisition Corp. II on February 7, 2021 (see Note 17 — Subsequent events). Management has considered conditions or events in the aggregate, including the impact of the COVID-19 pandemic and the closing of the Business Combination Agreement, that provides substantial doubt about the Company’s ability to continue as a going concern over the next 12 months following the issuance of the consolidated financial statements. No assurances can be provided that additional funding will be available at terms acceptable to the Company, if at all. If the Company is unable to raise additional capital, the Company may significantly curtail its operations, modify existing strategic plans and/or dispose of certain operations or assets. | |||||||||||
Purchase price, description | (i) cash consideration of $0.2 million, and (ii) equity consideration of 150,134 shares of Class B Common Stock. | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Tortoise Acquisition Corp. II [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Shares issued | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |||||||||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||||
Working capital loans (in Dollars) | $ 700,000 | $ 100,000 | |||||||||||
Exceeds sale price per share (in Dollars per share) | $ 12 | $ 12 | $ 12 | ||||||||||
Aggregate of common shares | 30,000,000 | ||||||||||||
Aggregate of purchase price (in Dollars) | $ 300,000,000 | ||||||||||||
Aggregate fee, percentage | 3.00% | ||||||||||||
Subsequent event, description | the Company from a sale of the securities in such offering (or $9.0 million) will be payable to the Placement Agents, subject to the completion of the offering. The Company also engaged Barclays under such engagement letter to act as the Company’s financial advisor and capital markets advisor in connection with the Proposed Transactions, and the Company agreed to pay a fee of $3.0 million to Barclays for such services, subject to the consummation of the Proposed Transactions. | ||||||||||||
Business Combination [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Business combination, description | the entire unpaid principal balance, together with the accrued and unpaid interest thereon, of all partial recourse promissory notes issued to executive officers (see Note 16 — Related party transactions) were settled through the issuance of Class A and B Common Stock which were pledged as collateral under the promissory notes agreements. Immediately prior to the Business Combination, all outstanding shares of the Company’s Preferred Stock and Class B Common Stock were converted into the right to receive 102,924,491 shares of Class A Common Stock of the combined company and the Company’s Class A Common Stock was converted into the right to receive 9,887,185 shares of Class B Common Stock of the combined company. Upon the Closing of the Business Combination in Q3 of 2021, a total of 161,714,389 shares of Common Stock of the combined company will be outstanding, comprised of 9,887,185 shares of Class B Common Stock and 151,827,204 shares of Class A Common Stock, including the other outstanding shares of Class A Common Stock of TortoiseCorp II prior to the Business Combination and issued in connection with the concurrent private placement which closed with the Business Combination. | ||||||||||||
Business combination agreement, description | the Business Combination, all outstanding shares of the Company’s Preferred Stock are expected to be converted into 66,927,034 shares of Common Stock. Upon the expected Closing of the Business Combination in Q2 of 2021, a total of 93,488,363 shares of Common Stock are expected to be outstanding. The Company’s Common Stock is expected to begin trading on the NYSE in Q2 2021 under the symbol “VLTA”. | ||||||||||||
Class B Common Stock [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Options granted | 140,000 | ||||||||||||
Accrued interest (in Dollars) | $ 1,000,000 | ||||||||||||
Shares issued | 6,209,918 | 6,209,918 | 150,134 | ||||||||||
Purchase price per share (in Dollars per share) | $ 8.13 | ||||||||||||
Exercise price, per share (in Dollars per share) | $ 7.48 | $ 3.06 | |||||||||||
Common stock shares issued and outstanding | 3,407,015 | 10,865,932 | 3,456,714 | ||||||||||
Class B Common Stock [Member] | Tortoise Acquisition Corp. II [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Series D Preferred Stock [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Shares issued | 3,891,256 | 3,891,256 | |||||||||||
Preferred stock, par value (in Dollars) | $ 28,700,000 | $ 28,700,000 | |||||||||||
Purchase price per share (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Volta Class A Common Stock [Member] | Tortoise Acquisition Corp. II [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | 0.001 | 0.001 | 0.001 | ||||||||||
Volta Class B Common Stock [Member] | Tortoise Acquisition Corp. II [Member] | |||||||||||||
Subsequent events (Details) [Line Items] | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Summary of significant accoun_6
Summary of significant accounting policies (Details) - Schedule of property and equipment | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Public Utility, Property, Plant and Equipment [Line Items] | ||
Capitalized research and development equipment | 5 years | 5 years |
Furniture | 5 years | 5 years |
Internal-use software | 6 months | 6 months |
Minimum [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Charging stations and digital media screens | 5 years | 5 years |
Computers and equipment | 3 years | 3 years |
Leasehold improvements | 2 years | 2 years |
Maximum [Member] | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Charging stations and digital media screens | 10 years | 10 years |
Computers and equipment | 5 years | 5 years |
Leasehold improvements | 5 years | 5 years |
Summary of significant accoun_7
Summary of significant accounting policies (Details) - Schedule of disaggregation of revenue - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||||
Behavior and Commerce | $ 6,484,155 | $ 834,931 | $ 10,013,800 | $ 1,967,615 | $ 8,013,403 | $ 8,608,059 |
Network Development | 340,370 | 1,301,674 | 1,341,111 | 3,607,138 | 10,598,303 | 6,318,772 |
Charging Network Operations | 642 | 241,530 | 642 | 705,719 | 705,719 | 338,778 |
Network Intelligence | 117,000 | 327,000 | 133,000 | |||
Total revenues | $ 6,942,167 | $ 2,378,135 | $ 11,682,553 | $ 6,280,472 | $ 19,450,425 | $ 15,265,609 |
Fair value measurements (Deta_5
Fair value measurements (Details) - Schedule of financial instruments for which the Company discloses fair value - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | |||
PPP Loan | $ 3,193,300 | $ 3,193,300 | |
Senior secured term loan | 31,660,519 | 40,696,832 | $ 23,181,240 |
Carrying Amount [Member] | |||
Liabilities | |||
PPP Loan | 3,193,300 | 3,193,300 | |
Senior secured term loan | 49,000,000 | 47,826,670 | 23,181,240 |
Preferred Stock warrant liability | 580,243 | 698,451 | 287,505 |
Total | 52,773,543 | 51,718,421 | 23,468,745 |
Fair Value [Member] | |||
Liabilities | |||
PPP Loan | 3,193,300 | 3,193,300 | |
Senior secured term loan | 50,470,000 | 50,960,000 | 24,608,068 |
Preferred Stock warrant liability | 580,243 | 698,451 | 287,505 |
Total | 54,243,543 | 54,851,751 | 24,895,573 |
Level 1 [Member] | |||
Liabilities | |||
PPP Loan | |||
Senior secured term loan | |||
Preferred Stock warrant liability | |||
Total | |||
Level 2 [Member] | |||
Liabilities | |||
PPP Loan | 3,193,300 | 3,193,300 | |
Senior secured term loan | 50,470,000 | 50,960,000 | 24,608,068 |
Preferred Stock warrant liability | |||
Total | 53,663,300 | 54,153,300 | 24,608,068 |
Level 3 [Member] | |||
Liabilities | |||
PPP Loan | |||
Senior secured term loan | |||
Preferred Stock warrant liability | 580,243 | 698,451 | 287,505 |
Total | $ 580,243 | $ 698,451 | $ 287,505 |
Fair value measurements (Deta_6
Fair value measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement - Level 3 | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Expected dividend yield | ||
Risk-free interest rate | 0.53% | 1.76% |
Expected volatility | 50.00% | 50.00% |
Expected term (in years) | 4 years 6 months | 5 years 6 months |
Fair value measurements (Deta_7
Fair value measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair value measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | ||
Balance | $ 287,505 | $ 126,206 |
Increase in the fair value of warrants | 410,946 | 161,299 |
Balance | $ 698,451 | $ 287,505 |
Property and equipment, net (_3
Property and equipment, net (Details) - Schedule of property and equipment net - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 80,574,151 | $ 61,219,220 | $ 41,150,041 |
Less accumulated depreciation and amortization | (19,386,015) | (14,761,530) | (8,340,816) |
Property and equipment, net | 61,188,136 | 46,457,690 | 32,809,225 |
Charging stations and digital media screens [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 59,400,646 | 43,717,259 | 32,172,355 |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 16,854,168 | 14,665,803 | 6,755,264 |
Capitalized research and development equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,833,627 | 973,703 | 815,406 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 750,901 | 552,005 | 541,647 |
Computer equipment and internal-use software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,393,172 | 974,216 | 469,824 |
Other fixed assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 327,541 | $ 336,234 | $ 395,545 |
Accrued expenses and other cu_4
Accrued expenses and other current liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Charging station expenses | $ 5,311,727 | $ 4,811,852 | $ 2,396,854 |
Lease incentive liability | 3,641,842 | 4,038,322 | 7,054,670 |
Employee related expenses | 2,682,634 | 3,712,880 | 1,418,020 |
Financing transaction costs | 3,459,719 | ||
Other | 725,613 | 2,274,252 | 578,054 |
Deposit liability | 850,000 | 2,508,701 | 1,871,831 |
Accrued interest | 35,119 | 1,426,156 | 708,000 |
Total accrued expenses and other liabilities | $ 13,918,456 | $ 22,231,882 | $ 14,027,429 |
Debt facilities (Details) - S_4
Debt facilities (Details) - Schedule of company’s outstanding debt instruments - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of company’s outstanding debt instruments [Abstract] | |||||
Term loan | $ 49,000,000 | $ 49,000,000 | $ 49,000,000 | $ 24,000,000 | |
PPP small business loan | 3,193,300 | $ 3,193,300 | 3,193,300 | ||
Total outstanding principal amount | 52,193,300 | 52,193,300 | 52,193,300 | 24,000,000 | |
Less unamortized debt issuance fees | 1,173,330 | 1,006,148 | 1,173,330 | 818,760 | |
Less current maturities | 10,323,138 | 19,526,633 | 10,323,138 | ||
Total long-term debt | $ 40,696,832 | $ 31,660,519 | $ 40,696,832 | $ 23,181,240 |
Debt facilities (Details) - S_5
Debt facilities (Details) - Schedule of term loan and PPP Loan payments - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of term loan and PPP loan payments [Abstract] | ||
2021 | $ 9,244,903 | $ 10,323,138 |
2022 | 18,448,397 | 18,731,273 |
2023 | 16,333,333 | 16,333,333 |
2024 | 8,166,667 | 6,805,556 |
2025 | ||
Total | $ 52,193,300 | $ 52,193,300 |
Debt facilities (Details) - S_6
Debt facilities (Details) - Schedule of future payments under financing obligations - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of future payments under financing obligations [Abstract] | ||
2021 | $ 573,803 | $ 1,169,175 |
2022 | 1,326,390 | 1,346,001 |
2023 | 1,330,651 | 1,336,393 |
2024 | 1,165,122 | 1,170,864 |
2025 | 751,928 | 757,670 |
Thereafter | 294,072 | 178,723 |
Total future payments | 5,441,966 | 5,958,826 |
Less amount representing interest | 1,170,831 | 1,391,880 |
Total financing obligations | $ 4,271,135 | $ 4,566,946 |
Redeemable convertible prefer_5
Redeemable convertible preferred stock (Details) - Schedule of the authorized and issued and outstanding redeemable convertible preferred stock - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 71,566,249 | 71,566,249 | 45,534,163 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 66,927,034 | 63,035,778 | 45,377,418 |
Preferred Stock, Original Issuance, Net | $ 198,843,802 | $ 171,413,125 | $ 76,492,802 |
Preferred Stock, Carrying Value | 210,029,724 | 182,599,047 | 75,608,294 |
Preferred Stock, Liquidation Preference | $ 205,662,884 | $ 176,941,913 | $ 76,604,696 |
Series A | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 7,363,856 | 7,363,856 | 7,363,856 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 7,363,856 | 7,363,856 | 7,363,856 |
Preferred Stock, Original Issuance, Net | $ 8,823,381 | $ 8,823,381 | $ 8,831,988 |
Preferred Stock, Carrying Value | 8,823,381 | 8,823,381 | 8,823,381 |
Preferred Stock, Liquidation Preference | $ 8,831,988 | $ 8,831,988 | $ 8,832,209 |
Series B | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 11,247,313 | 11,247,313 | 11,247,313 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 11,090,568 | 11,090,568 | 11,090,568 |
Preferred Stock, Original Issuance, Net | $ 15,137,773 | $ 15,137,773 | $ 15,489,087 |
Preferred Stock, Carrying Value | 15,137,773 | 15,137,773 | 15,137,773 |
Preferred Stock, Liquidation Preference | $ 15,489,087 | $ 15,489,087 | $ 15,489,087 |
Series C | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 18,581,768 | 18,581,768 | 18,581,768 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 18,581,768 | 18,581,768 | 18,581,768 |
Preferred Stock, Original Issuance, Net | $ 30,892,828 | $ 30,892,828 | $ 31,167,199 |
Preferred Stock, Carrying Value | 30,892,828 | 30,892,828 | 30,892,828 |
Preferred Stock, Liquidation Preference | $ 31,167,199 | $ 31,167,199 | $ 31,167,199 |
Series C-1 | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 665,428 | 665,428 | 665,428 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 665,428 | 665,428 | 665,428 |
Preferred Stock, Original Issuance, Net | $ 1,004,530 | $ 1,004,530 | $ 1,004,530 |
Preferred Stock, Carrying Value | 1,116,142 | 1,116,142 | 1,116,142 |
Preferred Stock, Liquidation Preference | $ 1,004,530 | $ 1,004,530 | $ 1,116,142 |
Series C-2 | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 7,675,798 | 7,675,798 | 7,675,798 |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 7,675,798 | 7,675,798 | 7,675,798 |
Preferred Stock, Original Issuance, Net | $ 19,638,170 | $ 19,638,170 | $ 19,999,998 |
Preferred Stock, Carrying Value | 19,638,170 | 19,638,170 | 19,638,170 |
Preferred Stock, Liquidation Preference | $ 19,999,998 | $ 19,999,998 | $ 20,000,059 |
Series D | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 17,748,512 | 17,748,512 | |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 13,266,042 | 9,374,786 | |
Preferred Stock, Original Issuance, Net | $ 92,092,367 | $ 64,661,690 | |
Preferred Stock, Carrying Value | 92,092,367 | 64,661,690 | |
Preferred Stock, Liquidation Preference | $ 97,915,329 | $ 69,194,358 | |
Series D-1 | Preferred Stock [Member] | |||
Conversion of Stock [Line Items] | |||
Preferred Stock, Authorized Shares (in Shares) | 8,283,574 | 8,283,574 | |
Preferred Stock, Issued and Outstanding Shares (in Shares) | 8,283,574 | 8,283,574 | |
Preferred Stock, Original Issuance, Net | $ 31,254,753 | $ 31,254,753 | |
Preferred Stock, Carrying Value | 42,329,063 | 42,329,063 | |
Preferred Stock, Liquidation Preference | $ 31,254,753 | $ 31,254,753 |
Stockholders' equity and stock-
Stockholders' equity and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation - shares | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' equity and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation [Line Items] | |||
Authorized Shares | 126,000,000 | 76,920,000 | |
Issued and Outstanding Shares | 20,351,411 | 10,866,044 | |
Class A Common Stock [Member] | |||
Stockholders' equity and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation [Line Items] | |||
Authorized Shares | 86,000,000 | 55,920,000 | |
Issued and Outstanding Shares | 9,485,479 | 7,409,330 | |
Class B Common Stock [Member] | |||
Stockholders' equity and stock-based compensation (Details) - Schedule of stockholders' deficit and stock-based compensation [Line Items] | |||
Authorized Shares | 40,000,000 | 21,000,000 | |
Issued and Outstanding Shares | 3,407,015 | 10,865,932 | 3,456,714 |
Stockholders' equity and stoc_2
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance - shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option plans: | ||||
Options and RSAs outstanding | 9,759,451 | 5,197,616 | 10,691,126 | |
Shares available for grant | 11,785,727 | 697,370 | 11,785,727 | 1,528,203 |
Total | 2,721,956 | 88,545,120 | 65,591,067 | |
Preferred Stock warrants [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 156,745 | 156,745 | 156,745 | |
Common Stock warrants [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 8,369,254 | 8,369,254 | 7,837,575 | |
Conversion of Series A Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 7,363,856 | 7,363,856 | 7,363,856 | |
Conversion of Series B Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 11,090,568 | 11,090,568 | 11,090,568 | |
Conversion of Series C Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 18,581,768 | 18,581,768 | 18,581,768 | |
Conversion of Series C-1 Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 665,428 | 665,428 | 665,428 | |
Conversion of Series C-2 Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 7,675,798 | 7,675,798 | 7,675,798 | |
Conversion of Series D Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 9,374,786 | 9,374,786 | ||
Conversion of Series D-1 Preferred Stock [Member] | ||||
Stockholders' equity and stock-based compensation (Details) - Schedule of reserved shares of common stock for future issuance [Line Items] | ||||
Number of stock converted | 8,283,574 | 8,283,574 |
Stockholders' equity and stoc_3
Stockholders' equity and stock-based compensation (Details) - Schedule of option award activity for employees - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of option award activity for employees [Abstract] | ||||
Number of options outstanding, Beginning balance | 14,469,493 | 10,622,626 | 5,457,736 | |
Weighted-average exercise price per share, Beginning balance | $ 0.93 | $ 0.76 | $ 0.54 | |
Weighted- average remaining contractual life (years), Beginning balance | 8 years 10 months 24 days | |||
Aggregate intrinsic value, Beginning balance | $ 30,880,726 | $ 5,836,457 | $ 765,591 | |
Number of options outstanding, Options granted | 1,370,700 | 4,186,892 | 4,383,239 | 5,636,140 |
Weighted-average exercise price per share, Options granted | $ 7.77 | $ 3.35 | $ 1.05 | $ 0.96 |
Number of options outstanding, Options exercised | (316,604) | (509,918) | (213,490) | (68,903) |
Weighted-average exercise price per share, Options exercised | $ 0.66 | $ 1.70 | $ 0.49 | $ 0.33 |
Number of options outstanding, Options forfeited | (232,113) | (393,806) | ||
Weighted-average exercise price per share, Options forfeited | $ 2.41 | $ 1.76 | $ 0.97 | $ 0.66 |
Number of options outstanding, Options expired | (90,769) | (8,541) | ||
Weighted-average exercise price per share, Options expired | $ 0.76 | $ 0.38 | ||
Number of options outstanding, Ending balance | 14,469,493 | 10,622,626 | ||
Weighted-average exercise price per share, Ending balance | $ 0.93 | $ 0.76 | ||
Weighted- average remaining contractual life (years), Ending balance | 8 years 2 months 12 days | 8 years 7 months 6 days | ||
Aggregate intrinsic value, Ending balance | $ 30,880,726 | $ 5,836,457 | ||
Number of options outstanding, Options vested and exercisable | 3,422,783 | 3,486,657 | 1,947,361 | 4,208,556 |
Weighted-average exercise price per share, Options vested and exercisable | $ 1.46 | $ 1.39 | $ 0.63 | $ 0.55 |
Weighted- average remaining contractual life (years), Options vested and exercisable | 7 years | 8 years | ||
Aggregate intrinsic value, Options vested and exercisable | $ 23,970,041 | $ 21,218,494 | $ 4,734,286 | $ 3,180,418 |
Stockholders' equity and stoc_4
Stockholders' equity and stock-based compensation (Details) - Schedule of weighted-average assumptions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of weighted-average assumptions [Abstract] | ||
Expected dividend yield | ||
Risk-free interest rate | 0.80% | 2.07% |
Expected volatility | 48.14% | 34.39% |
Expected term (in years) | 6 years | 6 years |
Net loss per share (Details) _3
Net loss per share (Details) - Schedule of computation of basic and diluted net loss per share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Net loss | $ (8,466,666) | $ (9,870,349) | $ (38,664,100) | $ (20,781,989) | $ (59,814,813) | $ (33,979,564) |
Basic shares: | ||||||
Weighted-average common shares, basic | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 |
Diluted shares: | ||||||
Weighted-average common shares, diluted | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 | 6,373,206 |
Net loss per share attributable to common stockholders: | ||||||
Basic | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Diluted | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Net loss | $ (12,119,063) | $ (2,009,737) | $ (47,196,324) | $ (4,225,794) | $ (12,504,064) | $ (6,673,052) |
Basic shares: | ||||||
Weighted-average common shares, basic | 9,122,514 | 1,297,671 | 7,779,617 | 1,295,923 | 1,332,295 | 1,251,598 |
Diluted shares: | ||||||
Weighted-average common shares, diluted | 9,122,514 | 1,297,671 | 7,779,617 | 1,295,923 | 1,332,295 | 1,251,598 |
Net loss per share attributable to common stockholders: | ||||||
Basic | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Diluted | $ (1.33) | $ (1.55) | $ (6.07) | $ (3.26) | $ (9.39) | $ (5.33) |
Net loss per share (Details) _4
Net loss per share (Details) - Schedule of the diluted net loss per share are the same as the basic net loss per share - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 96,390,115 | 91,150,983 | 96,390,115 | 91,150,983 | 87,937,024 | 67,196,093 |
Outstanding stock options – stock plan [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 9,603,895 | 12,646,221 | 9,603,895 | 12,646,221 | 5,022,616 | 10,622,626 |
Non plan option grants [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 155,556 | 155,556 | 175,000 | |||
Convertible Preferred Stock [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 66,927,034 | 66,927,034 | 66,927,034 | 66,927,034 | 63,035,778 | 45,377,418 |
Warrants for Common Stock [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 8,219,254 | 8,219,254 | 8,219,254 | 8,219,254 | 8,219,254 | 7,837,575 |
Warrants for Preferred Stock [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 156,745 | 156,745 | 156,745 | 156,745 | 156,745 | 156,745 |
Options and RSAs exercised under notes receivables [Member] | ||||||
Anti-dilutive securities | ||||||
Total anti-dilutive securities | 11,327,631 | 3,201,729 | 11,327,631 | 3,201,729 | 11,327,631 | 3,201,729 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of supplemental information related to leases | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Other operating leases information | |||
Weighted-average remaining lease term (years) | 7 years 8 months 12 days | 7 years 10 months 24 days | 8 years 1 month 6 days |
Weighted-average discount rate | 13.40% | 13.80% | 13.30% |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of lease costs were recognized in other operating (income) expenses - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating lease costs | ||||||
Total operating lease costs | $ 2,936,010 | $ 1,594,632 | $ 5,640,570 | $ 3,157,321 | $ 7,310,295 | $ 4,219,309 |
Fixed lease cost [Member] | ||||||
Operating lease costs | ||||||
Fixed lease cost | 2,806,857 | 1,654,602 | 5,442,923 | 3,192,685 | 7,388,997 | 4,011,839 |
Variable lease cost [Member] | ||||||
Operating lease costs | ||||||
Variable lease cost | $ 129,153 | $ (59,970) | $ 197,647 | $ (35,364) | $ (78,702) | $ 207,470 |
Leases (Details) - Schedule o_7
Leases (Details) - Schedule of supplemental cash flow information related to leases - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||||||
Operating cash outflows from operating leases | $ 2,390,864 | $ 1,352,324 | $ 4,446,945 | $ 2,661,999 | $ 6,837,734 | $ 3,452,433 |
ROU assets obtained in exchange for lease obligations | ||||||
ROU assets obtained in exchange for operating lease liabilities | $ 2,544,473 | $ 2,471,421 | $ 7,266,255 | $ 4,734,048 | $ 18,369,433 | $ 26,962,093 |
Leases (Details) - Schedule o_8
Leases (Details) - Schedule of maturities of lease liabilities - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of maturities of lease liabilities [Abstract] | ||
Remainder of 2021 | $ 5,754,128 | $ 9,474,959 |
2022 | 10,865,604 | 9,725,444 |
2023 | 11,185,659 | 9,908,607 |
2024 | 10,648,943 | 9,349,544 |
2025 | 9,788,001 | 8,578,895 |
Thereafter | 32,678,604 | 26,090,109 |
Total undiscounted lease payments | 80,920,939 | 73,127,558 |
Less imputed interest | (30,283,127) | (28,497,977) |
Total lease liabilities | $ 50,637,812 | $ 44,629,581 |
Income taxes (Details) - Schedu
Income taxes (Details) - Schedule of loss before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income taxes (Details) - Schedule of loss before income taxes [Line Items] | ||
Loss before income taxes | $ (72,309,781) | $ (40,639,653) |
United States [Member] | ||
Income taxes (Details) - Schedule of loss before income taxes [Line Items] | ||
Loss before income taxes | $ (72,309,781) | $ (40,639,653) |
Income taxes (Details) - Sche_2
Income taxes (Details) - Schedule of provision for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | ||
State | 9,096 | 12,963 |
Deferred: | ||
Federal | ||
State | ||
Total income tax provision | $ 9,096 | $ 12,963 |
Income taxes (Details) - Sche_3
Income taxes (Details) - Schedule of percentage of loss before income taxes (effective tax rate) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of percentage of loss before income taxes (effective tax rate) [Abstract] | ||
Benefit from income taxes at U.S. federal statutory rate | $ (15,415,033) | $ (8,534,327) |
State statutory rate | (2,915,853) | (602,022) |
Change in valuation allowance | 19,235,173 | 12,564,697 |
Permanent differences | 479,583 | 170,523 |
Alternative fuel vehicle credit | (1,383,870) | (3,598,871) |
Other | 9,096 | 12,963 |
Total provision for (benefit from) income taxes | $ 9,096 | $ 12,963 |
Income taxes (Details) - Sche_4
Income taxes (Details) - Schedule of components of net deferred tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax assets: | ||
Net operating loss carryovers | $ 35,596,006 | $ 16,781,509 |
Accruals, deferrals and reserves | 2,418,008 | 830,822 |
Operating lease liabilities | 13,599,071 | 9,404,234 |
Stock compensation | 196,079 | 79,245 |
Credits | 8,795,895 | 7,412,025 |
Gross deferred tax assets | 60,605,059 | 34,507,834 |
Valuation allowance | (45,616,779) | (26,381,606) |
Gross deferred tax assets after valuation allowance | 14,988,280 | 8,126,228 |
Deferred tax liabilities: | ||
Fixed assets and intangibles | (2,930,512) | (2,359,601) |
Operating lease right-of-use assets | (12,057,768) | (5,766,628) |
Gross deferred tax liabilities | (14,988,280) | (8,126,228) |
Net deferred tax assets |
Employee benefit plan (Details)
Employee benefit plan (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Matching contribution, percentage | 4.00% | |
Selling, general and administrative expenses | $ 0.5 | $ 0.4 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of the calculation of basic and diluted net income (loss) per ordinary share - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Class A Ordinary Shares [Member] | ||
Numerator: Income allocable to Class A ordinary shares | ||
Income from investments held in Trust Account | $ 8,602 | $ 16,637 |
Less: Company’s portion available to be withdrawn to pay taxes | ||
Net income (loss) attributable to ordinary shares | $ 8,602 | $ 16,637 |
Denominator: Weighted average Class A ordinary shares | ||
Basic and diluted weighted average shares outstanding (in Shares) | 34,500,000 | 34,500,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0 |
Class B Ordinary Shares [Member] | ||
Numerator: Income allocable to Class A ordinary shares | ||
Net income (loss) | $ 18,837,625 | $ 9,025,403 |
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares | 8,602 | 16,637 |
Net income (loss) attributable to ordinary shares | $ 18,829,023 | $ 9,008,766 |
Denominator: Weighted average Class A ordinary shares | ||
Basic and diluted weighted average shares outstanding (in Shares) | 8,625,000 | 8,625,000 |
Basic and diluted net income per share (in Dollars per share) | $ 2.18 | $ 1.04 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Tortoise Acquisition Corp. II [Member] $ / shares in Units, $ in Millions | 1 Months Ended |
Sep. 15, 2020USD ($)$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Offering costs | $ 19.5 |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Consummated initial public offering shares (in Shares) | shares | 34,500,000 |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Gross proceeds | $ 345 |
Deferred underwriting fees | $ 12.1 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Consummated initial public offering shares (in Shares) | shares | 4,500,000 |
Class A Ordinary Shares [Member] | |
Initial Public Offering (Details) [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 11.50 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - Tortoise Acquisition Corp. II [Member] - $ / shares | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants issued (in Shares) | 8,625,000 | 8,625,000 |
Exercise price | $ 10 | |
Market value issuance percentage | $ 9.20 | $ 9.20 |
Fair market value percentage | 115.00% | 115.00% |
Warrants for redemption, description | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Warrant [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Exercise price | $ 11.50 | $ 11.50 |
Private Placement [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Warrants issued (in Shares) | 5,933,333 | |
Class A Ordinary Shares [Member] | ||
Derivative Warrant Liabilities (Details) [Line Items] | ||
Exercise price | $ 10 | $ 10 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of financial assets and financial liabilities that are measured at fair value on a recurring basis - Tortoise Acquisition Corp. II [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Quoted Prices in Active Markets (Level I) [Member] | ||
Assets: | ||
Mutual funds | $ 345,016,637 | |
Liabilities: | ||
Derivative warrant liabilities | 18,716,250 | $ 24,610,660 |
Assets: | ||
Cash held in Trust Account | 345,000,000 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Mutual funds | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Assets: | ||
Cash held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Mutual funds | ||
Liabilities: | ||
Derivative warrant liabilities | $ 12,875,330 | 20,581,480 |
Assets: | ||
Cash held in Trust Account |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement - Tortoise Acquisition Corp. II [Member] - $ / shares | 5 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement [Line Items] | ||
Volatility | 22.70% | 30.00% |
Stock price (in Dollars per share) | $ 10.49 | $ 10.03 |
Expected life of the options to convert | 5 years 11 months 15 days | 5 years 1 month 2 days |
Risk-free rate | 0.37% | 0.88% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Det_10
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - Tortoise Acquisition Corp. II [Member] - Derivative warrant liabilities [Member] - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities [Line Items] | ||
Level 3- Derivative warrant liabilities at December 31, 2020 | $ 24,005,660 | $ 20,581,490 |
Change in fair value of derivative warrant liabilities | (11,130,330) | 3,424,170 |
Level 3 -Derivative warrant liabilities at June 30, 2021 | $ 12,875,330 | $ 24,005,660 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) $ in Millions | 1 Months Ended |
Sep. 21, 2020USD ($) | |
Tortoise Acquisition Corp. II [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Liabilities at fair value | $ 18.1 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheets, statements of operations and statements of cash flows - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Balance Sheet | ||
Total assets | $ 346,381,148 | |
Liabilities and stockholders’ equity | ||
Total current liabilities | 137,841 | |
Deferred legal fees | 150,000 | |
Deferred underwriting commissions | 12,075,000 | |
Derivative warrant liabilities | ||
Total liabilities | 12,362,841 | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 329,018,300 | |
Stockholders’ equity | ||
Preference shares – $0.0001 par value | ||
Additional paid-in-capital | 5,362,606 | |
Accumulated deficit | (363,622) | |
Total stockholders’ equity | 5,000,007 | |
Total liabilities and stockholders’ equity | 346,381,148 | |
Statement of Operations | ||
Loss from operations | (363,622) | |
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | ||
Financing costs | ||
Net gain from investments held in Trust Account | ||
Total other (expense) income | ||
Net loss | (83,312) | $ (363,622) |
Basic and Diluted weighted-average Class A ordinary shares outstanding (in Shares) | 34,500,000 | |
Basic and Diluted net loss per Class A share (in Dollars per share) | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | 8,625,000 | |
Basic and Diluted net loss per Class B share (in Dollars per share) | $ (0.04) | |
Statement of Cash Flows | ||
Adjustment to reconcile net loss to net cash used in operating activities | 73,163 | $ 73,163 |
Net cash used in operating activities | (528,167) | (685,943) |
Net cash used in investing activities | (345,000,000) | (345,000,000) |
Net cash provided by financing activities | 346,608,766 | 346,608,766 |
Net change in cash | $ 1,080,599 | 922,823 |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||
Stockholders’ equity | ||
Ordinary shares – $0.0001 par value | 160 | |
Other (expense) income: | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | 34,500,000 | |
Basic and Diluted net loss per Class B share (in Dollars per share) | ||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||
Stockholders’ equity | ||
Ordinary shares – $0.0001 par value | 863 | |
Other (expense) income: | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | 8,625,000 | |
Basic and Diluted net loss per Class B share (in Dollars per share) | $ (0.01) | |
Restatement Adjustment [Member] | ||
Balance Sheet | ||
Total assets | ||
Liabilities and stockholders’ equity | ||
Total current liabilities | ||
Deferred legal fees | ||
Deferred underwriting commissions | ||
Derivative warrant liabilities | 45,192,150 | |
Total liabilities | 45,192,150 | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (45,192,150) | |
Stockholders’ equity | ||
Preference shares – $0.0001 par value | ||
Additional paid-in-capital | 27,679,338 | |
Accumulated deficit | (27,679,790) | |
Total stockholders’ equity | ||
Total liabilities and stockholders’ equity | ||
Statement of Operations | ||
Loss from operations | ||
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | $ (4,851,960) | (27,068,170) |
Financing costs | (611,620) | |
Net gain from investments held in Trust Account | ||
Total other (expense) income | (27,679,790) | |
Net loss | (5,463,580) | $ (27,679,790) |
Basic and Diluted weighted-average Class A ordinary shares outstanding (in Shares) | ||
Basic and Diluted net loss per Class A share (in Dollars per share) | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | ||
Basic and Diluted net loss per Class B share (in Dollars per share) | ||
Statement of Cash Flows | ||
Adjustment to reconcile net loss to net cash used in operating activities | 5,463,580 | $ 27,679,790 |
Net cash used in operating activities | ||
Net cash used in investing activities | ||
Net cash provided by financing activities | ||
Net change in cash | ||
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | ||
Stockholders’ equity | ||
Ordinary shares – $0.0001 par value | 452 | |
Other (expense) income: | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | ||
Basic and Diluted net loss per Class B share (in Dollars per share) | ||
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | ||
Stockholders’ equity | ||
Ordinary shares – $0.0001 par value | ||
Other (expense) income: | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | ||
Basic and Diluted net loss per Class B share (in Dollars per share) | ||
As Restated [Member] | ||
Balance Sheet | ||
Total assets | 346,381,148 | |
Liabilities and stockholders’ equity | ||
Total current liabilities | 137,841 | |
Deferred legal fees | 150,000 | |
Deferred underwriting commissions | 12,075,000 | |
Derivative warrant liabilities | 45,192,150 | |
Total liabilities | 57,554,991 | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 283,826,150 | |
Stockholders’ equity | ||
Preference shares – $0.0001 par value | ||
Additional paid-in-capital | 33,041,944 | |
Accumulated deficit | (28,043,412) | |
Total stockholders’ equity | 5,000,007 | |
Total liabilities and stockholders’ equity | 346,381,148 | |
Statement of Operations | ||
Loss from operations | (363,622) | |
Other (expense) income: | ||
Change in fair value of derivative warrant liabilities | (27,068,170) | |
Financing costs | (611,620) | |
Net gain from investments held in Trust Account | ||
Total other (expense) income | (27,679,790) | |
Net loss | $ (28,043,412) | |
Basic and Diluted weighted-average Class A ordinary shares outstanding (in Shares) | 34,500,000 | |
Basic and Diluted net loss per Class A share (in Dollars per share) | ||
Basic and Diluted weighted-average Class B ordinary shares outstanding (in Shares) | 8,625,000 | |
Basic and Diluted net loss per Class B share (in Dollars per share) | $ (3.25) | |
Statement of Cash Flows | ||
Adjustment to reconcile net loss to net cash used in operating activities | $ 27,752,953 | |
Net cash used in operating activities | (685,943) | |
Net cash used in investing activities | (345,000,000) | |
Net cash provided by financing activities | 346,608,766 | |
Net change in cash | 922,823 | |
As Restated [Member] | Class A Ordinary Shares [Member] | ||
Stockholders’ equity | ||
Ordinary shares – $0.0001 par value | 612 | |
As Restated [Member] | Class B Ordinary Shares [Member] | ||
Stockholders’ equity | ||
Ordinary shares – $0.0001 par value | $ 863 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement on balance sheets, statements of operations and statements of cash flows (Parentheticals) | Dec. 31, 2020$ / shares |
As Previously Reported [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Preference shares, par value | $ 0.0001 |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Ordinary shares, par value | 0.0001 |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Restatement Adjustment [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Preference shares, par value | 0.0001 |
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Ordinary shares, par value | 0.0001 |
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
As Restated [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Preference shares, par value | 0.0001 |
As Restated [Member] | Class A Ordinary Shares [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Ordinary shares, par value | 0.0001 |
As Restated [Member] | Class B Ordinary Shares [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Ordinary shares, par value | $ 0.0001 |
Fair Value Measurements (Det_11
Fair Value Measurements (Details) - Schedule of financial assets and financial liabilities that are measured at fair value on a recurring basis - Tortoise Acquisition Corp. II [Member] | Dec. 31, 2020USD ($) |
Quoted Prices in Active Markets (Level I) [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 24,610,660 |
Significant Other Observable Inputs (Level 2) [Member] | |
Liabilities: | |
Derivative warrant liabilities | |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Liabilities: | |
Derivative warrant liabilities | $ 20,581,490 |
Fair Value Measurements (Det_12
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement - Level 3 - Tortoise Acquisition Corp. II [Member] - $ / shares | 1 Months Ended | 5 Months Ended |
Sep. 15, 2020 | Dec. 31, 2020 | |
Fair Value Measurements (Details) - Schedule of provides quantitative information regarding Level 3 fair value measurements inputs at their measurement [Line Items] | ||
Volatility | 22.60% | 47.50% |
Probability of success of a Business Combination | 80.00% | 80.00% |
Stock price (in Dollars per share) | $ 9.69 | $ 10.65 |
Expected life of the options to convert | 6 years | 5 years 6 months |
Risk-free rate | 0.37% | 0.43% |
Dividend yield | 0.00% | 0.00% |
Fair Value Measurements (Det_13
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities | 5 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of change in the fair value of the derivative warrant liabilities [Abstract] | |
Level 3 – Derivative warrant liabilities at July 24, 2020 (inception) | |
Issuance of Public and Private Warrants with Level 3 measurements | 18,123,980 |
Change in fair value of derivative warrant liabilities measured with Level 3 inputs | 27,068,170 |
Transfer of Public Warrants to Level 1 measurements | (13,404,640) |
Derivative warrant liabilities at December 31, 2020 measured utilizing Level 3 inputs | $ 20,581,490 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - Schedule of balance sheet - Tortoise Acquisition Corp. II [Member] | Sep. 30, 2020USD ($) |
As Previously Reported [Member] | |
Balance Sheet | |
Total assets | $ 346,610,178 |
Liabilities and stockholders’ equity | |
Total current liabilities | 86,561 |
Deferred legal fees | 150,000 |
Deferred underwriting commissions | 12,075,000 |
Derivative warrant liabilities | |
Total liabilities | 12,311,561 |
Stockholders’ equity | |
Preference shares – $0.0001 par value | |
Additional paid-in-capital | 5,082,299 |
Accumulated deficit | (83,312) |
Total stockholders’ equity | 5,000,007 |
Total liabilities and stockholders’ equity | 346,610,178 |
Restatement Adjustment [Member] | |
Balance Sheet | |
Total assets | |
Liabilities and stockholders’ equity | |
Total current liabilities | |
Deferred underwriting commissions | |
Derivative warrant liabilities | 22,975,940 |
Total liabilities | 22,975,940 |
Stockholders’ equity | |
Preference shares – $0.0001 par value | |
Additional paid-in-capital | 5,463,350 |
Accumulated deficit | (5,463,580) |
Total stockholders’ equity | |
Total liabilities and stockholders’ equity | |
As Restated [Member] | |
Balance Sheet | |
Total assets | 346,610,178 |
Liabilities and stockholders’ equity | |
Total current liabilities | 86,561 |
Deferred underwriting commissions | 12,075,000 |
Derivative warrant liabilities | 22,975,940 |
Total liabilities | 35,137,501 |
Stockholders’ equity | |
Preference shares – $0.0001 par value | |
Additional paid-in-capital | 10,545,649 |
Accumulated deficit | (5,546,892) |
Total stockholders’ equity | 5,000,007 |
Total liabilities and stockholders’ equity | 346,460,178 |
Class A Ordinary Shares [Member] | As Previously Reported [Member] | |
Liabilities and stockholders’ equity | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 329,298,610 |
Stockholders’ equity | |
Common Stock | 157 |
Class A Ordinary Shares [Member] | Restatement Adjustment [Member] | |
Liabilities and stockholders’ equity | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | (22,975,940) |
Stockholders’ equity | |
Common Stock | 230 |
Class A Ordinary Shares [Member] | As Restated [Member] | |
Liabilities and stockholders’ equity | |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption | 306,322,670 |
Stockholders’ equity | |
Common Stock | 387 |
Class B Ordinary Shares [Member] | As Previously Reported [Member] | |
Stockholders’ equity | |
Common Stock | 863 |
Class B Ordinary Shares [Member] | Restatement Adjustment [Member] | |
Stockholders’ equity | |
Common Stock | |
Class B Ordinary Shares [Member] | As Restated [Member] | |
Stockholders’ equity | |
Common Stock | $ 863 |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) (Details) - Schedule of balance sheet (Parentheticals) - As Restated [Member] - Tortoise Acquisition Corp. II [Member] | Sep. 30, 2020$ / shares |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares subject to possible redemption par value; | $ 0.0001 |
Preference shares, par value | 0.0001 |
Class A Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | 0.0001 |
Class B Ordinary Shares [Member] | |
Condensed Balance Sheet Statements, Captions [Line Items] | |
Ordinary shares, par value | $ 0.0001 |
Quarterly Financial Informati_5
Quarterly Financial Information (Unaudited) (Details) - Schedule of unaudited condensed statement of operations - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Loss from operations | $ (83,312) | |
Change in fair value of warrant liabilities | ||
Financing costs | ||
Net gain from investments held in Trust Account | ||
Total other (expense) income | ||
Net loss | $ (83,312) | $ (363,622) |
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | |
Basic and Diluted net loss per share (in Dollars per share) | $ (0.04) | |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Basic and Diluted weighted-average shares outstanding (in Shares) | 34,500,000 | |
Basic and Diluted net loss per share (in Dollars per share) | ||
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | |
Basic and Diluted net loss per share (in Dollars per share) | $ (0.01) | |
Restatement Adjustment [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Loss from operations | ||
Change in fair value of warrant liabilities | (4,851,960) | $ (27,068,170) |
Financing costs | (611,620) | |
Net gain from investments held in Trust Account | ||
Total other (expense) income | (5,463,580) | |
Net loss | $ (5,463,580) | $ (27,679,790) |
Basic and Diluted weighted-average shares outstanding (in Shares) | ||
Basic and Diluted net loss per share (in Dollars per share) | ||
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Basic and Diluted weighted-average shares outstanding (in Shares) | ||
Basic and Diluted net loss per share (in Dollars per share) | ||
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Basic and Diluted weighted-average shares outstanding (in Shares) | ||
Basic and Diluted net loss per share (in Dollars per share) | ||
As Restated [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Loss from operations | $ (83,312) | |
Change in fair value of warrant liabilities | (4,851,960) | |
Financing costs | (611,620) | |
Net gain from investments held in Trust Account | ||
Total other (expense) income | (5,463,580) | |
Net loss | $ (5,546,892) | |
As Restated [Member] | Class A Ordinary Shares [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Basic and Diluted weighted-average shares outstanding (in Shares) | 34,500,000 | |
Basic and Diluted net loss per share (in Dollars per share) | ||
As Restated [Member] | Class B Ordinary Shares [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | |
Basic and Diluted net loss per share (in Dollars per share) | $ (0.64) |
Quarterly Financial Informati_6
Quarterly Financial Information (Unaudited) (Details) - Schedule of unaudited condensed statement of cash flows - USD ($) | 2 Months Ended | 5 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net loss | $ (83,312) | $ (363,622) |
Adjustment to reconcile net loss to net cash used in operating activities | 73,163 | 73,163 |
Net cash used in operating activities | (528,167) | (685,943) |
Net cash used in investing activities | (345,000,000) | (345,000,000) |
Net cash provided by financing activities | 346,608,766 | 346,608,766 |
Net change in cash | 1,080,599 | 922,823 |
Restatement Adjustment [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net loss | (5,463,580) | (27,679,790) |
Adjustment to reconcile net loss to net cash used in operating activities | 5,463,580 | 27,679,790 |
Net cash used in operating activities | ||
Net cash used in investing activities | ||
Net cash provided by financing activities | ||
Net change in cash | ||
As Restated [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net loss | (5,546,892) | |
Adjustment to reconcile net loss to net cash used in operating activities | 5,536,743 | |
Net cash used in operating activities | (528,167) | |
Net cash used in investing activities | (345,000,000) | |
Net cash provided by financing activities | 346,608,766 | |
Net change in cash | $ 1,080,599 |