Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Registrant Name | Joby Aviation, Inc. |
Entity Central Index Key | 0001819848 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | false |
Amendment Description | The original registration statement (the “Existing Registration Statement”) of Joby Aviation, Inc. on Form S-1 (File No. 333-258868) declared effective by the Securities and Exchange Commission (the “SEC”) on August 17, 2021, to which this Registration Statement is a Post-Effective Amendment No. 2 (this “Post-Effective Amendment No. 2” or this “Registration Statement”), covered (i) the resale of up to 427,719,042 shares of common stock, par value $0.0001 per share (the “common stock”) issued in connection with the Merger (as defined below) by certain of the selling shareholders named in this prospectus (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”), (ii) the resale of 83,500,000 shares of common stock issued in the PIPE Investment (as defined below) by certain of the Selling Shareholders and (iii) the resale of up to 28,783,333 shares of common stock upon the exercise of outstanding warrants. The Existing Registration Statement also relates to the resale of up to 11,533,333 of our outstanding warrants originally purchased in a private placement by the Selling Shareholders. This Post-Effective Amendment No. 2 is being filed to (i) include information from Joby Aviation, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021 that was filed on March 28, 2022; and (ii) update certain other information in the Existing Registration Statement, and amends and restates the information contained in the Existing Registration Statement (and all amendments thereto) under the headings contained herein. All filing fees payable in connection with the registration of the shares of common stock and warrants covered by this Registration Statement were paid by Joby Aviation, Inc. at the time of the initial filing of the Existing Registration Statement. No additional securities are registered hereby. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 955,563 | $ 77,337 |
Short-term investments | 343,248 | 368,587 |
Total cash, cash equivalents and short-term investments | 1,298,811 | 445,924 |
Other receivables | 2,315 | 2,227 |
Prepaid expenses and other current assets | 17,416 | 3,032 |
Total current assets | 1,318,542 | 451,183 |
Property and equipment, net | 53,155 | 34,126 |
Restricted cash | 762 | 693 |
Equity method investment | 20,306 | 10,990 |
Intangible assets | 14,512 | 0 |
Goodwill | 10,757 | 0 |
Other non-current assets | 70,321 | 262 |
Total assets | 1,488,355 | 497,254 |
Current liabilities: | ||
Accounts payable | 3,637 | 4,928 |
Tenant improvements loan, current portion | 265 | 244 |
Capital lease, current portion | 771 | 792 |
Deferred rent, current portion | 384 | 295 |
Accrued expenses and other current liabilities | 8,791 | 1,746 |
Total current liabilities | 13,848 | 8,005 |
Tenant improvements loan, net of current portion | 682 | 946 |
Capital lease, net of current portion | 672 | 661 |
Deferred rent, net of current portion | 937 | 1,321 |
Warrant liability | 44,902 | |
Earnout shares liability | 109,844 | |
Stock repurchase liability | 711 | 1,177 |
Total liabilities | 171,596 | 12,110 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock: $0.0001 par value—No shares and 364,736,032 shares authorized at December 31, 2021 and 2020 respectively. No shares and 332,764,215 shares issued and outstanding at December 31, 2021 and 2020, respectively (Cumulative liquidation preference $769,679 at December 31, 2020) | 0 | 768,312 |
Stockholders' equity (deficit): | ||
Preferred stock: $0.0001 par value—100,000,000 shares and no shares authorized at December 31, 2021 and 2020, respectively. No shares issued and outstanding at December 31, 2021 and 2020, respectively. | 0 | 0 |
Common stock: $0.0001 par value—1,400,000,000 and 517,865,383 shares authorized at December 31, 2021 and 2020, 604,174,329 and 122,058,940 shares issued and outstanding at December 31, 2021 and 2020, respectively | 60 | 0 |
Additional paid-in capital | 1,793,431 | 12,591 |
Accumulated deficit | (476,610) | (296,286) |
Accumulated other comprehensive income (loss) | (122) | 527 |
Total stockholders' equity (deficit) | 1,316,759 | (283,168) |
Total liabilities, redeemable convertible preferred stock, and stockholders' equity (deficit) | $ 1,488,355 | $ 497,254 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 0 | 364,736,032 |
Temporary Equity, Shares Issued | 0 | 332,764,215 |
Temporary Equity, Shares Outstanding | 0 | 332,764,215 |
Temporary Equity, Liquidation Preference | $ 769,679 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,400,000,000 | 517,865,383 |
Common stock, shares, issued | 604,174,329 | 122,058,940 |
Common stock, shares, outstanding | 604,174,329 | 122,058,940 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 100,000,000 | 0 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 197,568 | $ 108,741 |
Selling, general and administrative | 61,521 | 23,495 |
Total operating expenses | 259,089 | 132,236 |
Loss from operations | (259,089) | (132,236) |
Interest and other income, net | 1,148 | 5,649 |
Interest expense | (2,426) | (249) |
Income from equity method investment | 29,405 | 5,799 |
Gain on deconsolidation of subsidiary | 0 | 6,904 |
Transaction expenses related to merger | (9,087) | 0 |
Gain from change in fair value of warrants and earnout shares | 49,853 | 0 |
Convertible note extinguishment loss | (665) | 0 |
Total other income, net | 68,228 | 18,103 |
Loss before income taxes | (190,861) | (114,133) |
Income tax expense (benefit) | (10,537) | 31 |
Net loss | $ (180,324) | $ (114,164) |
Net loss per share, basic and diluted | $ (0.61) | $ (1.10) |
Weighted-average common shares outstanding, basic and diluted | 294,851,732 | 103,946,993 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Related Party Transaction, Purchases from Related Party | $ 2,339 | $ 1,249 |
Related Party Transaction, Selling, General and Administrative Expenses | $ 533 | $ 220 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (180,324) | $ (114,164) |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on available-for-sale securities | (546) | 321 |
Foreign currency translation gain (loss) | (103) | 234 |
Total other comprehensive income (loss) | (649) | 555 |
Comprehensive loss | $ (180,973) | $ (113,609) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Gain (Loss) [Member] |
Temporary equity balance, Shares at Dec. 31, 2019 | 320,181,375 | |||||
Temporary equity balance, Value at Dec. 31, 2019 | $ 698,452 | |||||
Beginning Balance at Dec. 31, 2019 | $ (177,193) | $ 12 | $ 4,945 | $ (182,122) | $ (28) | |
Beginning Balance (In Shares) at Dec. 31, 2019 | 121,537,571 | |||||
Net loss | (114,164) | (114,164) | ||||
Other Comprehensive Income (Loss) | $ 555 | 555 | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs, Shares | 12,582,840 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 69,860 | |||||
Issuance of common stock upon exercise of stock options, Shares | 708,514 | 708,514 | ||||
Issuance of common stock upon exercise of stock options | $ 129 | 129 | ||||
Repurchase of common stock, Shares | (187,145) | |||||
Repurchase of common stock | (1) | (1) | ||||
Vesting of early exercised stock options | 321 | 321 | ||||
Stock-based compensation expense | $ 7,185 | 7,185 | ||||
Temporary equity balance, Shares at Dec. 31, 2020 | 332,764,215 | 332,764,215 | ||||
Temporary equity balance, Value at Dec. 31, 2020 | $ 768,312 | $ 768,312 | ||||
Ending Balance (In Shares) at Dec. 31, 2020 | 122,058,940 | |||||
Ending Balance at Dec. 31, 2020 | (283,168) | $ 12 | 12,579 | (296,286) | 527 | |
Net loss | (180,324) | (180,324) | ||||
Other Comprehensive Income (Loss) | $ (649) | (649) | ||||
Issuance of redeemable convertible preferred stock, net of issuance costs, Shares | 11,601,210 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 77,619 | |||||
Issuance of common stock upon exercise of stock options, Shares | 2,435,543 | 2,435,543 | ||||
Issuance of common stock upon exercise of stock options | $ 1,113 | 1,113 | ||||
Issuance of common stock upon vesting of restricted stock units, Shares | 26,634 | |||||
Issuance of common stock upon exercise of SVB warrants, Shares | 752,732 | |||||
Issuance of redeemable convertible preferred stock upon exercise of In-Q-Tel warrants, Shares | 68,629 | |||||
Issuance of redeemable convertible preferred stock value upon exercise of In-Q-Tel warrants | 691 | 691 | ||||
Issuance of common stock upon conversion of Uber convertible notes, Shares | 7,716,780 | |||||
Issuance of common stock upon conversion of Uber convertible notes | 77,399 | $ 1 | 77,398 | |||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization, Shares | (344,434,054) | 344,434,054 | ||||
Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization | 845,931 | $ (845,931) | $ 34 | 845,897 | ||
Issuance of common stock upon the reverse recapitalization, net of issuance costs,shares | 127,333,290 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs | 823,180 | $ 13 | 823,167 | |||
Repurchase of common stock, Shares | (138,291) | |||||
Vesting of early exercised stock options | 568 | 568 | ||||
Stock-based compensation expense | 26,932 | 26,932 | ||||
Other non-cash compensation expense | $ 5,086 | 5,086 | ||||
Cancelation of common shares upon reorganization | (445,353) | |||||
Temporary equity balance, Shares at Dec. 31, 2021 | 0 | 0 | ||||
Temporary equity balance, Value at Dec. 31, 2021 | $ 0 | $ 0 | ||||
Ending Balance (In Shares) at Dec. 31, 2021 | 604,174,329 | |||||
Ending Balance at Dec. 31, 2021 | $ 1,316,759 | $ 60 | $ 1,793,431 | $ (476,610) | $ (122) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders'deficit (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance cost | $ 640 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (180,324) | $ (114,164) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 15,943 | 7,404 |
Non-cash interest expense, and amortization of debt discount and issuance costs | 2,893 | 0 |
Stock-based compensation expense | 26,932 | 7,185 |
Other non-cash compensation expense | 5,046 | 0 |
Gain from change in the fair value of warrants and earnout shares | (49,853) | 0 |
Loss from transaction costs related to merger | 9,087 | 0 |
Write-off of in-process research and development project | 5,030 | 0 |
Income from equity method investment and gain on deconsolidation | (29,405) | (12,703) |
Net accretion and amortization of investments in marketable debt securities | 4,335 | 1,179 |
Deferred income taxes | (10,544) | 0 |
Changes in operating assets and liabilities | ||
Other receivables and prepaid expenses and other current assets | (11,807) | (3,101) |
Other non-current assets | 10,480 | (82) |
Accounts payable and accrued and other liabilities | 6,438 | 8,382 |
Net cash used in operating activities | (195,749) | (105,900) |
Cash flows from investing activities | ||
Purchase of marketable securities | (401,626) | (620,781) |
Proceeds from sales of marketable securities | 52,448 | 28,660 |
Proceeds from maturities of marketable securities | 369,636 | 222,675 |
Purchases of property and equipment | (32,340) | (23,306) |
Disposal Of Cash on Deconsolidation of Subsidiary | 0 | (407) |
Acquisitions, Net of Cash | (6,854) | 0 |
Net cash used in investing activities | (18,736) | (393,159) |
Cash flows from financing activities | ||
Proceeds from issuance of Series C redeemable convertible preferred stock, net | 69,860 | |
Proceeds from merger | 1,067,922 | 0 |
Payments for offering costs | (50,391) | 0 |
Proceeds from issuance of convertible notes | 74,972 | 0 |
Proceeds from the exercise of stock options and warrants issuance | 1,456 | 369 |
Repayments of tenant improvement loan and capital lease obligation | (1,179) | (1,009) |
Net cash provided by financing activities | 1,092,780 | 69,220 |
Net change in cash, cash equivalents and restricted cash | 878,295 | (429,839) |
Cash, cash equivalents and restricted cash, at the beginning of the year | 78,030 | 507,869 |
Cash, cash equivalents and restricted cash, at the end of the year | 956,325 | 78,030 |
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets | ||
Cash and cash equivalents | 955,563 | 77,337 |
Restricted cash | 762 | 693 |
Cash, cash equivalents and restricted cash in consolidated balance sheets | 956,325 | 78,030 |
Non-cash investing and financing activities | ||
Unpaid property and equipment purchases | 654 | 1,806 |
Property and equipment purchased through capital leases | 926 | 0 |
Uber Elevate acquisition in exchange for Series C preferred stock | 34,216 | 0 |
Uber contractual agreement in exchange for Series C preferred stock | 42,938 | 0 |
Conversion of Uber note payable to Series C preferred stock | 77,399 | 0 |
Conversion of preferred stock | 846,622 | 0 |
Net non-cash assets acquired in merger | 1,159 | |
Deconsolidation of net liabilities of fully owned subsidiary due to loss of control | $ 0 | $ 1,713 |
Company and Nature of Business
Company and Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company and Nature of Business | Note 1. Company and Nature of Business Description of Business Joby Aviation, Inc. (“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean and quiet, fully electric vertical takeoff and landing (“eVTOL”) aircraft to be used by the Company to deliver passenger and freight air transportation as a service. The Company is headquartered in Santa Cruz, California. Merger with RTP On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”). On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly owned subsidiary of RTP, which changed its name to Joby Aviation, Inc. The Merger, together with the other transactions described in the Merger Agreement and the PIPE Financing (as defined in Note 3, “Reverse Recapitalization,” below), are referred to herein as the (“Reverse Recapitalization”). The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement. Please refer to Note 3, “Reverse Recapitalization,” for more details. Significant Risks and Uncertainties Management expects losses and negative cash flows to continue for the foreseeable future, primarily as a result of continued research and development efforts. The Company historically funded its research and development efforts through equity and debt issuances. In 2020, the Company received $70.5 million in gross proceeds from additional issuances of Legacy Joby Series C Preferred Stock. In January 2021, the Company received $75.0 million in gross proceeds from the issuance of a convertible promissory note. In August 2021, the Company raised approximately $1.0 billion in net proceeds from the Reverse Recapitalization (see Note 3. Reverse Recapitalization). Failure to raise additional funding or generate sufficient positive cash flows from operations in the longer term could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The Company operates in a dynamic high-technology industry. The Company is subject to a number of risks, including the possibility of the UAM market not achieving its expected potential; its ability to secure adequate infrastructure such as airports; the likelihood that aircrafts produced may not meet the required safety and performance standards; its ability to obtain relevant regulatory approvals for the commercialization; prospects of the U.S. government to modify or terminate existing contracts; and its capability to raise future capital when needed. The Company’s foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing income tax and other laws, possible limitations on foreign investment and income repatriation, government pricing or foreign exchange controls, and restrictions on currency exchange. In March, 2020, the World Health Organization declared the COVID-19 COVID-19 re-implemented COVID-19. The ultimate impact of the COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, cash flows and footnotes as of December 31, 2021 and 2020, and for the years then ended. Foreign Currency The Company determined that the local currency is the functional currency for its foreign operations. Assets and liabilities of each foreign subsidiary are translated to United States dollars using the current exchange rate at the balance sheet date. Revenues and expenses are translated using the average exchange rate during the period. Cumulative translation adjustments related to the Company’s foreign subsidiaries are reflected as a separate component of stockholders’ deficit. Net gains and losses resulting from foreign currency transactions are included in interest and other income, net in the accompanying consolidated statements of operations. Common Stock Warrants Liabilities In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the “Sponsor”) in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $0.0001 (“Common Stock”) at an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Reinvent Sponsor, LLC (“Sponsor”) and RTP (“Sponsor Agreement”). The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes provisions which could result in a different settlement value, for the Private Placement Warrants depending on their holder, and for Public Warrants depending on the registration status of the underlying shares. Because these conditions are not an input into the pricing of a fixed-for-fixed During the year ended December 31, 2021, no Common Stock Warrants were exercised. Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up 815-40, The estimated fair value of the Earnout Shares Liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 10) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The Earnout Shares Liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Determination of the fair value of the Earnout Shares Liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses, and disclosure of contingent assets and liabilities. The most significant estimates are related to the valuation of common stock, stock-based awards, preferred stock, preferred stock warrants, earnout shares, common stock warrants, intangible assets acquired, the valuation of and provisions for income taxes and contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances. The estimates form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. Segments Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews Company’s financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning of components below the consolidated level. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, redeemable convertible preferred stock, common stock warrants, redeemable convertible preferred stock warrants, common stock warrants and Earnout Shares Liability. The carrying amounts of cash and cash equivalents, short-term investments, other receivables, accounts payable, and accrued and other current liabilities approximate their fair values due to the short time to the expected receipt or payment. The carrying amount of the Company’s short-term debt approximates its fair value as the effective interest rate approximates market rates currently available to the Company. Common stock warrants which are initially recorded in equity at the value allocated to them are not subject to remeasurement in subsequent periods. At initial recognition, the Company recorded the redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability on the balance sheet at their fair value. The redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the consolidated statements of operations. Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents and restricted cash, short-term investments and other receivables. At December 31, 2021 and 2020, cash and cash equivalents consisted of cash deposited with domestic and foreign financial institutions that are of high-credit quality. The Company is exposed to credit risk in the event of default by the domestic financial institutions to the extent that cash and cash equivalent deposits are in excess of amounts insured by the Federal Deposit Insurance Corporation. Foreign cash balances are not insured. The Company has not experienced any losses on its deposits since inception. Short-term investments consist of government and corporate debt securities and corporate asset backed securities that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. The Company’s other receivables are due from United States government agency under the Company’s government grant contracts. At December 31, 2021 and 2020, these two agencies accounted for 6% and 89% of the Company’s other receivables, respectively. At December 31, 2021, 79% of other receivables was owed to us by Uber related to cash withheld by Uber for vesting of shares to employees acquired in Uber Elevate acquisition (see Note 5). The Company provides for uncollectible amounts when specific credit problems are identified. In doing so, the Company analyzes historical bad debt trends, debtor creditworthiness, current economic trends, and changes in debtor payment patterns when evaluating the adequacy of the allowance for doubtful accounts. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. At December 31, 2021 and 2020, restricted cash relates primarily to collateral for a lease obligation. Marketable Debt Securities The Company classifies marketable debt securities as available-for-sale consolidated balance sheets. These marketable debt securities are carried at fair value and unrealized gains and losses are recorded in other comprehensive income, which is reflected as a component of stockholders’ equity (deficit). These marketable debt securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. Realized gains and losses from the sale of marketable debt securities and declines in value deemed to be other than temporary are determined based on the specific identification method. Realized gains and losses are reported in other income, net in the consolidated statements of operations. Investment in SummerBio, LLC Following the outbreak of the COVID-19 COVID-19 COVID-19 In August, 2020 SummerBio raised additional financing through issuing equity instruments to related parties, and changed the structure of its board of directors. As a result, the Company’s voting interest was reduced to approximately 61.5% and the Company would no longer nominate a majority of the members of SummerBio’s board of directors. The Company concluded that in August 2020, it did not have the ability to direct the decisions that most significantly impact SummerBio’s economic performance, but that the Company still maintained influence over SummerBio. The Company has determined that it is not the primary beneficiary SummerBio and, therefore, accounts for its investment in SummerBio under the equity method of accounting. Accordingly, the Company deconsolidated SummerBio, recognized its remaining investment in SummerBio at fair value of $5.2 million as an equity method investment, derecognized net liabilities of SummerBio of $1.7 million and recognized the resulting gain on deconsolidation of $6.9 million, which is included in other income on the consolidated statement of operations for the year ended December 31, 2020. At deconsolidation, the fair value of the Company’s remaining investment in SummerBio was determined by management, with the assistance of a third-party valuation specialist. To calculate the total equity value of SummerBio, management used the back-solve method, solving for a total equity value that resulted in Series A preferred unit value consistent with its issuance price of $0.375 per unit. The Company then used the option pricing model to calculate its remaining interest in SummerBio. Management also applied discount due to lack of marketability which was calculated at 14.4%. The key assumptions in the back-solve option pricing method analysis included: • Back-solve security value – Series A preferred units issued at a price per unit of $0.375; • Option term – five years based upon the current state of development of SummerBio; • Risk-free rate – 0.28%, which represents the five-year constant maturity U.S. Treasury Bonds as of the valuation date; • Volatility – stock price volatility was estimated at 39.5% based upon an analysis of historical volatilities of a peer group of companies; • Option value allocation percentages – allocation percentages ranged between 19.2%—100%. The Company recognized its share of earnings of SummerBio as Income from equity method investment on the consolidated statement of operations for the total amount of $29.4 million and $5.8 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2020, the Company’s ownership interest in SummerBio was approximately 45.5% and it was entitled to nominate one member of SummerBio’s board of directors. Summerbio is a related party of the Company. In December 2021, an increase in the number of profit units for SummerBio employees’ stock based awards diluted Company’s equity interest in SummerBio to 43.4% for which the Company recorded a $1.0 million decrease to its investment in SummerBio. At December 31, 2021 and 2020, the Company reviewed its investment in SummerBio for impairment by determining whether events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. The Company determined that the carrying value of the investment did not exceed its fair value and, therefore, there are no indicators that its investment in SummerBio is impaired. In making this judgment, the Company considered all quantitative and qualitative evidence available to the Company at the time of the review. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, generally two Asset Acquisitions and Business Combinations Upon an acquisition, the Company performs an initial test to determine whether substantially all of the fair value of the gross assets transferred is concentrated in a single identifiable asset or a group of similar identifiable assets, such that the acquisition would not represent a business. If that test suggests that the set of assets and activities is a business, the Company then performs a second test to evaluate whether the assets and activities transferred include inputs and substantive processes that together, significantly contribute to the ability to create outputs, which would constitute a business. If the result of the second test suggests that the acquired assets and activities constitute a business, the Company accounts for the transaction as a business combination. For transactions accounted for as business combinations, the Company allocates the fair value of acquisition consideration to the acquired identifiable assets and liabilities based on their estimated fair values. Acquisition consideration includes the fair value of any promised contingent consideration. The excess of the fair value of acquisition consideration over the fair value of acquired identifiable assets and liabilities is recorded as goodwill. Contingent consideration is remeasured to its fair value each reporting period with changes in the fair value of contingent consideration recorded in general and administrative expenses. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related costs are expensed as incurred. For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in asset acquisitions. Goodwill Goodwill is recorded when the consideration transferred for a business acquisition exceeds the fair value of net identifiable assets and liabilities acquired. Goodwill is measured and tested for impairment annually on the first business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may exceed its implied fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount, however the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment which is also a single reporting unit for purposes of testing for goodwill impairment. An impairment exists if the fair value of the reporting unit is lower than its carrying value, and the Company would record a goodwill impairment loss in the fiscal quarter in which the determination is made. Intangible Assets Intangible assets include identifiable intangible assets, primarily software technologies resulting from acquisitions (see Note 5). Acquired intangible assets are initially recorded at fair value. The fair value of software technologies is estimated on the basis of replacement cost and the fair value of contractual agreement asset is based primarily on the discounted cash flow model. Software technologies are amortized on a straight-line basis over their estimated useful lives, generally 3 to 5 years. The Company’s estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted remaining useful life until technological obsolescence of software. Contractual Agreement The Company’s contractual agreement asset (see Note 5) is classified as other non-current Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of the asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of the asset may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company did not record any impairment of long-lived assets in 2021 and 2020. Leases Leases are evaluated and recorded as capital leases if one of the following is true at inception: (a) the present value of minimum lease payments meets or exceeds 90% of the fair value of the asset, (b) the lease term is greater than or equal to 75% of the economic life of the asset, (c) the lease arrangement contains a bargain purchase option, or (d) title to the property transfers to the Company at the end of the lease. The Company records an asset and liability for capital leases at present value of the minimum lease payments based on the incremental borrowing rate. Assets are depreciated over the useful life in accordance with the Company’s depreciation policy while rental payments and interest on the liability are accounted for using the effective interest method. Leases that are not classified as capital leases are accounted for as operating leases. Operating lease agreements that have tenant improvement allowances are evaluated for lease incentives. For leases that contain escalating rent payments, the Company recognizes rent expense on the straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. Government Grants The Company receives payments from government entities under non-refundable non-authoritative Research and Development The Company expenses research and development costs as incurred. Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities. Research and development expenses are partially offset by payments the Company received in the form of government grants, including those received under the Agility Prime program. Selling, General and Administrative Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities. Advertising Expense The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2021 and 2020 were $0.2 million and $0.1 million, respectively, included in selling, general and administrative expenses in the consolidated statements of operations. Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related liabilities line in the consolidated balance sheets. Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock warrants, common stock subject to repurchase, stock options and earnout shares are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class Comprehensive Loss Comprehensive loss includes all changes in equity (net assets) during the period from nonowner sources. The Company’s comprehensive loss consists of its net loss, its cumulative translation adjustments, and its unrealized gains or losses on available-for-sale Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. When the observable market price or volatility that the Company uses to determine grant date fair value does not reflect certain material non-public Fair Value of Common Stock Prior to the Merger on August 10, 2021, the fair value of the Joby Aviation common stock was determined by the board of directors with assistance from management and, in part, on input from an independent third-party valuation firm. The board of directors determines the fair value of common stock by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock, operating and financial performance, the lack of liquidity of the Joby Aviation common stock and the general and industry-specific economic outlook. Redeemable Convertible Preferred Stock Prior to the Merger on August 10, 2021, the redeemable convertible preferred stock was recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would have become redeemable at the option of the holders of at least a majority of the then-outstanding shares. The Company had not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares because it was uncertain whether or when a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. All redeemable convertible preferred stock converted to common stock as a result of the Merger (see Note 3). Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies. New Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2018-10, Codification Improvements to Topic 842, Leases No. 2016-02. off-balance-sheet No. 2018-11, Leases (Topic 842): Targeted Improvements right-of-use In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815—a consensus of the FASB Emerging Issues Task Force |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization Disclosure [Abstract] | |
Reverse Recapitalization | Note 3. Reverse Recapitalization On August 10, 2021, RTP and Legacy Joby completed the Merger, and RTP changed its name to Joby Aviation, Inc. In connection with the execution of the Merger Agreement, on February 23, 2021, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, an aggregate of 83,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $10.00 per share, in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger. Concurrently with the execution of the Merger Agreement, on February 23, 2021, RTP, Sponsor and Legacy Joby entered into the Sponsor Agreement pursuant to which 17,130,000 shares of the Company (“Earnout Shares”) became subject to vesting with 20% of the Earnout Shares vesting in equal tranches when the volume-weighted average price of the Company’s common stock is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days (the “Vesting Events”). After 10 years following the consummation of the Merger, any Earnout Shares which have not yet vested are forfeited. Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Joby was deemed the accounting acquirer with RTP being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the financial statements of the Company represent a continuation of the financial statements of Legacy Joby, with the Merger being treated as the equivalent of the Legacy Joby issuing stock for the net assets of RTP, accompanied by a recapitalization. The net assets of RTP were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Legacy Joby’s financial statements on the Closing Date. Operations prior to the Closing Date are presented solely as those of Legacy Joby. The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). Upon the consummation of the Merger, the Company gave effect to the issuance of 127,333,290 shares of Common Stock for the previously issued RTP common stock and PIPE Shares that were outstanding at the Closing Date. The Company raised $1,067.9 million of proceeds including the contribution of $232.9 million of cash held in RTP’s trust account from its initial public offering, net of redemptions of RTP public stockholders of $424.2 million and reimbursements for RTP’s expenses of $33.3 million, and $835.0 million of cash in connection with the PIPE Financing. The Company incurred $50.4 million of transaction costs, consisting of banking, legal, and other professional fees, of which $41.3 million was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3—Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. A financial instrument’s categorization within the valuation hierarchy is based upon 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 measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale non-binding The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 2 and Level 3 liabilities. Company classifies the Private Placement Warrants within Level 2, because they were valued |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Note 5. Acquisitions Acquisition of Uber Elevate On January 11, 2021, the Company entered into certain agreements with Uber Technologies, Inc. (“Uber”), under which it acquired Uber Elevate, Inc. (“Uber Elevate”), a portion of Uber’s business dedicated to development of aerial ridesharing, issued to Uber a Convertible Promissory Note (“Uber CPN”) and entered into a collaboration agreement with Uber (the “Uber Agreement”). During the fourth quarter of 2021, the Company recorded tax related measurement period adjustments to recognize deferred tax assets and liabilities reflecting tax versus book differences for assets acquired during the Uber Elevate transaction. In relation to these adjustments, the Company updated the allocation of the total consideration between the Uber Elevate business acquisition and the collaboration agreement’s contractual asset. The adjustments reflect tax related facts and circumstances in existence as of the acquisition of Uber Elevate, the valuation of which was finalized during the fourth quarter of 2021. The impact of these adjustments resulted in an increase of $5.8 million in goodwill, an increase of $6.2 million in deferred tax assets, an increase of $4.7 million in the contractual agreement asset, offset by a deferred tax liability of $16.7 million. In addition, the Company released a deferred tax asset valuation allowance resulting in an income tax benefit of $10.5 million, as the deferred tax liability provided the Company with a source of future taxable income. Uber Elevate was a business incubated within Uber, which had developed multiple proprietary software technologies and built a highly skilled engineering team focused on multimodal ride sharing coordination, connected airspace management, urban transportation and simulation, and certifiable aviation grade battery technology. The Uber Elevate acquisition was intended to complement the Company’s existing technologies and expertise necessary to gain integration into the Uber app and progress commercialization of aerial ridesharing services. In accordance with the Share Purchase Agreement between the Company, Uber and Uber Elevate (the “Share Purchase Agreement”), the Company acquired all outstanding common shares of Uber Elevate and certain other assets (see below) in exchange for 8,924,009 shares of Legacy Joby Series C redeemable convertible preferred stock. At the acquisition date, the fair value of the Legacy Joby Series C redeemable convertible preferred stock was $8.70 per share, resulting in the total fair value of consideration transferred to Uber of $77.6 million. The fair value of Legacy Joby Series C redeemable convertible preferred stock was estimated using a multi-scenario option pricing method model, consistent with the approach employed to value the Company’s common stock. This model specifically considered the potential for the conversion of Legacy Joby Series C redeemable convertible preferred stock to common stock on a 1-for-1 No single identifiable assets or group of similar identifiable assets of Uber Elevate represented substantially all of the fair value of the gross assets acquired. Further, the Uber Elevate acquisition included inputs, represented by tangible assets and developed software technologies, and processes, represented by an experienced workforce, which together significantly contribute to Uber Elevate’s ability to create outputs, represented by commercialization of aerial ridesharing. The Company concluded that Uber Elevate represented a business, and acquisition of Uber Elevate was accounted as a business combination. Under the terms of the Share Purchase Agreement, certain employees of Uber Elevate who continued their employment with the Company following the acquisition of Uber Elevate were allowed to retain their unvested Uber restricted stock unit awards (“RSUs”) that would otherwise have vested on or prior to December 16, 2021, provided that such employees remain employed by the Company through December 16, 2021 (the “Uber RSU Provision”). All RSUs subject to the Uber RSU provision vested on December 16, 2021. This incentive was provided by Uber to such employees to ensure successful integration of Uber Elevate and progress of the development efforts under Uber Agreement (see below). Because Uber is also a holder of pecuniary interest in the Company, the Company concluded that the Uber RSU Provision in substance represents non-cash non-cash non-cash The Uber CPN was issued in exchange for gross proceeds of $75.0 million, which is the note’s face amount. The Uber CPN bore interest at simple interest rate of 5% per annum and matured two years after its issuance. Uber CPN was convertible into common or preferred stock of Legacy Joby, depending on the occurrence or non-occurrence Under the terms of the Uber Agreement, the Company and Uber agreed to continue focused development of their respective existing technologies to achieve mutual integration of their transportation services offerings to their customers. Under the Uber Agreement, the Company and Uber agree to work together to enable seamless passenger services across their respective businesses and for customers of either company to be able to order the services of the other party via their respective applications. The Uber Agreement includes terms governing the software integration and data-sharing that will be necessary to enable such services across one or both businesses, regardless of the initial platform or combination of services requested by the passenger. As part of the Uber Agreement, the Company commits to continue developing its passenger air mobility services and that Uber’s customers will be able to purchase the Company’s air mobility services through the Uber app. Similarly, Uber commits to enable its customers to order the Company’s services or combined services through the Uber app. The parties also intend to work together to enable Uber to fulfill “last mile” terrestrial ride services to and from the Company’s air mobility services end points. The parties intend to market to their respective customers and generally the availability of the other’s services. The Uber Agreement also includes terms regarding branding to be incorporated into the parties’ respective ride-hailing applications, as well as a management process for the two parties to work together in both the development and commercialization phases contemplated by the agreement. The Uber Agreement further makes clear that each party retains independence in setting the prices for its own services. Finally, the Uber Agreement contains standard and customary intellectual property cross-licensing and intellectual property ownership terms, limitations of liability clauses, indemnification, dispute resolution, and other typical commercial terms. The Uber Agreement embodies significant benefits to the Company, consisting primarily of customer demand aggregation, improved load factor as well as favorable commissions. The fair value of the asset representing these benefits (the “contractual agreement asset”) at inception was $49.5 million. The Company considered whether the Uber Agreement, entered into concurrently with the Share Purchase Agreement, is a part of the Uber Elevate business combination, or is a separate transaction. Under ASC 805, a transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity, rather than primarily for the benefit of the acquiree (or its former owners) before the combination, is likely to be a separate transaction. The Uber Agreement contains features, which in combination result in significant financial and other benefits primarily to the Company. Accordingly, the Company concluded that the Uber Agreement represents a transaction separate from the Uber Elevate acquisition. Because the Uber Agreement was not a part of the Uber Elevate business combination, the Company used the relative fair value method to allocate the total consideration transferred to Uber between the purchase consideration for acquiring Uber Elevate business and the contractual agreement asset. The Company will amortize the contractual agreement asset in proportion to the estimated incremental cash flows earned under the Uber Agreement over an estimated period of three years. The Company expects to begin generating incremental cash flows under the contractual agreement asset in 2024. The methodologies used in determining the fair values of Uber Elevate and contractual agreement asset, as well as the respective key assumptions, are as follows. Valuation of Uber Elevate — weighted average cost of capital analysis. This value is then adjusted for depreciation and/or obsolescence present in each software technology using an age-life The Company based valuation of assembled workforce on its estimates of average cost per employee, which included average annual and monthly salaries, overhead burden and direct recruiting and training costs. Valuation of the contractual agreement asset — The following table summarizes the allocation of total consideration between Uber Elevate and the contractual agreement asset (in thousands, except share and per share data): Series C redeemable convertible preferred stock (8,924,009 shares at $8.70 per share fair value) $ 77,619 Less: premium on Uber CPN (465 ) Total consideration 77,154 Consideration allocated to contractual agreements asset and related deferred tax liability (42,938 ) Consideration allocated to Uber Elevate $ 34,216 The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill of $10.8 million recorded for the Uber Elevate acquisition is expected to be deductible for tax purposes. The purchase price allocation for Uber Elevate is as follows (in thousands): Goodwill $ 10,757 Automation platform software technology 7,200 Multimodal software technology 4,900 Simulation software technology 4,600 Property and equipment 630 Deferred tax asset 6,129 Total purchase consideration $ 34,216 Unaudited Supplemental Pro Forma Information Uber Elevate did not generate any revenue prior to its acquisition by the Company. In addition, due to the close proximity of Uber Elevate acquisition date to the beginning of 2021, the pre-acquisition Other Acquisitions On April 6, 2021, the Company completed the acquisition of an entity engaged in the development of transportation technology with application in the aviation sector, whereby it acquired all the outstanding shares of the entity in exchange for a total consideration consisting of (i) $5.0 million in cash, and (ii) 2,677,200 restricted shares of Legacy Joby Series C Preferred Stock with the aggregate acquisition date fair value of $23.9 million (the “first acquisition”). The Series C Preferred Stock was converted into an equivalent number of shares of Legacy Joby common stock on a one-to-one On December 21, 2021, the Company completed the acquisition of an entity engaged in the development of radar systems technology with application in the aviation and other sectors, whereby it acquired all the outstanding shares of the entity in exchange for a total consideration consisting of (i) $2.8 million in cash, and (ii) 340,000 restricted stock units of Joby Aviation common stock with the aggregate acquisition date fair value of $2.4 million (the “second acquisition”). Upon closing of the acquisitions described above, the former shareholders of the acquired entities became employees and/or consultants of various Company subsidiaries. The shares issued upon conversion of the Series C Preferred Stock and the restricted stock units issued are subject to vesting over a six-year six-year The first acquisition was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was represented by a group of similar assets. The purchase consideration of $5.0 million was allocated to $5.0 million of the acquired in-process The second acquisition was accounted for as a business combination because the assets acquired and liabilities assumed constituted a business. The purchase consideration of $2.8 million was allocated to $1.7 million of the acquired intangible assets, primarily developed technology, $1.2 million of the acquired current assets, primarily cash and account receivables, and $0.1 million of the acquired current liabilities. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | Note 6. Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Equipment $ 45,501 $ 29,229 Computer software 8,410 5,992 Leasehold improvements 9,364 5,724 Molds and tooling 8,052 3,269 Vehicles and aircraft 1,198 211 Furniture and fixtures 319 95 Construction in-progress 6,394 3,741 Gross property and equipment 79,238 48,261 Accumulated depreciation and amortization (26,083 ) (14,135 ) Property and equipment, net $ 53,155 $ 34,126 Depreciation and amortization expense of Property and equipment for the years ended December 31, 2021 and 2020 was $12.1 million and $7.4 million, respectively. Vehicles and aircraft includes utility automobiles used at our various facilities and purchased aircraft to support Part 135 operations and training. Intangible Assets, Net The intangible assets consist of the following: December 31, 2021 2020 Automation Platform Software $ 7,200 $ — Multimodal Software Technology 4,900 — System Simulation Software Technology 4,600 — Other Intangibles 1,655 — Gross intangible assets 18,355 — Accumulated amortization (3,843 ) — Intangible assets, net $ 14,512 $ — Amortization expense related to intangible assets for the or the years ended December 31, 2021 and 2020 was $3.8 million and nil The following table presents the estimated future amortization expense of acquired amortizable intangible assets as Fiscal Year Amount 2022 $ 4,394 2023 4,394 2024 3,558 2025 2,166 $ 14,512 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid equipment $ 2,923 $ 1,352 Prepaid software 4,494 1,076 Prepaid taxes 1,332 243 Prepaid insurance 8,031 156 Other 636 205 Total $ 17,416 $ 3,032 Other Non-Current Other non-current December 31, 2021 2020 Contractual agreements asset $ 59,611 $ — Long term prepaid insurance 10,511 — Other non-current 199 262 Total $ 70,321 $ 262 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Tenant Improvement Loan Under the terms of one of the Company’s operating lease agreements (Note 8), the landlord provided the Company with a loan of $1.6 million to be used in financing leasehold improvements. The loan was drawn by the Company in six separate installments, of which two installments were drawn in December 2018, for a total of $0.5 million, and the remaining installments were drawn in January, April and October 2019 for a total of $1.1 million. Each loan installment is repayable in equal monthly payments over a period of six years, commencing in February 2019 and ending in October 2025. In the event of early lease termination by the Company, the loan is repayable within 30 days of the termination. Outstanding balances accrue interest at a rate of 8% per annum. The average effective interest rate for the loan is 8.1%. Maturities on the tenant improvement loan were as follows (in thousands): Years ending December 31, Amount 2022 $ 265 2023 287 2024 310 2025 and thereafter 85 Total payable amount 947 Less: current portion of tenant improvement loan (265 ) Noncurrent portion of tenant improvement loan, net $ 682 Uber CPN On January 11, 2021, in connection with the acquisition of Uber Elevate, the Company issued the Uber CPN to Uber in exchange for gross proceeds of $75.0 million, which is the note’s face amount. The Uber CPN bore interest at simple interest rate of 5% per annum and matured two years after its issuance. Refer to Note 5 for further discussion related to the issuance of the Uber CPN. Upon closing of the Merger, the unpaid principal amount of $75.0 million plus accrued and unpaid interest in the amount of $2.2 million was converted into 7,716,780 shares of common stock of Joby Aviation. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 8. Leases Operating Leases The Company leases various office and research and development facilities under operating lease agreements that expire at various dates through October 2050. Under the terms of the agreements, the Company is responsible for certain insurance, property taxes and maintenance expenses. The Company recognizes rent expense on a straight-line basis over the term of the operating leases. Any difference between cash payments required and rent expense is recorded as deferred rent. Rent expense for 2021 and 2020 was $5.7 million and $4.7 million, respectively. Aggregate future minimum lease payments required under the operating leases at December 31, 2021 are as follows (in thousands): Years ending December 31, Amount 2022 $ 5,543 2023 4,315 2024 3,517 2025 718 2026 654 2027 and thereafter 3,136 Total minimum future lease payments, operating leases $ 17,883 Capital Leases The Company purchased equipment with total gross book value of $4.1 million under capital lease agreements, of which $0.9 million and nil was purchased during 2021 and 2020, respectively. Interest rates for the capital leases have ranged from 3.95% to 22.10% per annum. Accumulated depreciation for equipment acquired under the capital leases was $1.1 million and $0.7 million as of December 31, 2021 and 2020, respectively. Aggregate future minimum principal lease payments under the capital leases at December 31, 2021 are as follows (in thousands): Years ending December 31, Amount 2022 $ 771 2023 248 2024 183 2025 110 2026 98 2027 and thereafter 33 Total payments 1,443 Less current portion (771 ) Noncurrent portion $ 672 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the consolidated financial statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period. As of December 31, 2021, and 2020, the Company was not involved in any material legal proceedings. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company has indemnified its Board of Directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer, other than liabilities arising from willful misconduct of the individual. The Company currently has directors’ and officers’ insurance. The Company believes the estimated fair value of these obligations is minimal. The Company did not record any liabilities in connection with these possible obligations as of December 31, 2021 and 2020. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock Text Block | Note 10. Redeemable Convertible Preferred Stock Upon the completion of the Merger, all outstanding Legacy Joby redeemable convertible preferred stock converted into shares of common stock. As of December 31, 2021, there were no holders of the Company’s preferred stock. Redeemable convertible preferred stock as of December 31, 2020 consisted of the following (in thousands, except share and per share amounts): December 31, 2020 Shares Shares Original Aggregate Net Series Seed-1 24,030,035 24,030,035 $ 0.1784 $ 4,287 $ 4,287 Series Seed-2 42,519,688 42,519,688 0.1784 7,585 7,585 Series A Preferred Stock 74,048,845 74,048,845 0.2197 16,265 16,040 Series B Preferred Stock 78,314,959 77,594,404 1.2838 99,615 99,398 Series C Preferred Stock 145,822,505 114,571,243 5.6029 641,927 641,002 Total redeemable convertible preferred stock 364,736,032 332,764,215 $ 769,679 $ 768,312 Prior to the Merger the preferred stock had the following various rights and preferences: Dividends Holders of redeemable convertible preferred stock are entitled to receive non-cumulative as-converted Conversion Shares of redeemable convertible preferred stock may, at the option of the holder, be converted at any time into shares of common stock at a rate equal to dividing the original issue price of the relevant series of redeemable convertible preferred stock by the conversion price of $5.6029 for Series C redeemable convertible preferred stock, $1.2838 for Series B redeemable convertible preferred stock, $0.2197 for Series A redeemable convertible preferred stock, $0.1784 for Series Seed-2 Seed-1 Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, sale, lease, transfer, exclusive license or other disposition (whether in one transaction or a series of related transactions) of all or substantially all of assets or change of control of the Company (any of such events representing a “liquidation event”), the holders of shares of each series of redeemable convertible preferred stock shall be entitled to receive, prior and in preference to any distribution of proceeds from such liquidation event to the holders of common stock, the greater of (i) an amount per share equal to the sum of the applicable original issuance price for such series of redeemable convertible preferred stock, plus declared but unpaid dividends on such share, or (ii) an amount that would be received by the holders of the redeemable convertible preferred stock if such shares held by them immediately prior to the liquidation event were converted into the respective number of common shares (regardless of whether such conversion actually takes place), in which case such holders of redeemable convertible preferred stock will not be eligible to receive any distribution that would otherwise be made to holders of such series of redeemable convertible preferred stock that have not converted (or have not been deemed to have converted) into common shares. If the proceeds distributed among the holders of the redeemable convertible preferred stock shall be insufficient to permit the payment in full to the holders of redeemable convertible preferred stock, then the entire proceeds legally available for distribution shall be distributed ratably among the holders of the issued and outstanding shares of redeemable convertible preferred stock, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. Upon completion of the distributions made to the holders of redeemable convertible preferred stock, all of the remaining proceeds available for distribution to stockholders shall be distributed among the holders of common stock pro rata based on the number of shares of common stock held by each such holder. Voting The holders of each share of redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of common stock into which such shares of redeemable convertible preferred stock could be converted. With respect to such vote, the holders have full voting rights and powers equal to the voting rights and powers of common stock. As long as at least 41,486,356 shares of Series C remain outstanding, as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like, the holders of a majority of shares of Series C are entitled to elect one member of the Board of Directors. As long as at least 24,200,374 shares each of Series B and Series A remain outstanding, as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like, the holders of a majority of shares of Series B and Series A, each voting as separate classes, are entitled to elect one member of the Board of Directors. As long as at least 24,564,094 shares of Series Seed-1 Seed-2, Seed-1 Seed-2 elect one member of the Board of Directors. The holders of common stock, voting as a separate class, are entitled to elect two members to the Board of Directors. All remaining members of the Board of Directors, are elected by the holders of preferred stock and common stock, voting together as a single class on and as converted basis. Redemption The preferred stock is not redeemable at the option of the holder. Protective Provisions As long as at least 103,715,890 shares of redeemable convertible preferred stock remain outstanding, as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like, the Company may not, among other things, without the approval of at least 60% of the outstanding redeemable convertible preferred shares: (i) consummate a liquidation event; (ii) make any adjustments to the amended and restated certificate of incorporation or bylaws; (iii) increase of decrease the total number of shares of common stock or redeemable convertible preferred stock; (iv) authorize or issue any equity security having a preference over, or being on a parity with, any series of redeemable convertible preferred stock with respect to dividends, liquidation or redemption; (v) redeem, purchase or acquire any shares of redeemable convertible preferred stock or common stock other than for the purpose of repurchasing shares of common stock currently outstanding; (vi) create or authorize creation of any debt in excess of $20,000,000; (vii) materially change the Company’s business plan; (viii) change the number of authorized members of the Board of Directors; (ix) pay or declare any dividends or make any distributions on any shares of capital stock; (x) reclassify, alter or waive any powers, preferences or special rights of the redeemable convertible preferred stock. As long as at least 41,486,356 shares of Series C redeemable convertible preferred stock remain outstanding, as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like, the Company may not, without the approval of at least 60% of the outstanding Series C redeemable convertible preferred shares: (i) make any adjustments to the amended and restated certificate of incorporation or bylaws so as to adversely alter the rights and preferences of Series C redeemable convertible stockholders; (ii) increase of decrease the total number of shares of Series C redeemable convertible preferred stock; and (iii) issue additional shares of Series C redeemable convertible preferred stock other than those pursuant to the Series C redeemable convertible preferred stock purchase agreement. |
Stock Warrants and Earnout Shar
Stock Warrants and Earnout Shares | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants and Earnout Shares | Note 11. Stock Warrants and Earnout Shares In-Q-Tel On March 19, 2021 the Company entered into a government grant contract with In-Q-Tel, In-Q-Tel In-Q-Tel. In connection with entering the government grant contract with In-Q-Tel, In-Q-Tel 10-year “In-Q-Tel In-Q-Tel In-Q-Tel In-Q-Tel. In connection with the Merger, the In-Q-Tel one-for-one In-Q-Tel SVB Common Stock Warrants In connection with the issuance of convertible notes, in March 2017 and May 2018, the Company issued to the note holders warrants to purchase 539,675 and 218,840 shares of Legacy Joby’s common stock, respectively, with exercise prices of $0.029 and $0.194 per share, respectively. The Company allocated the proceeds between convertible notes and common stock warrants on a relative fair value basis and recorded the amount allocated to the common stock warrants within additional paid-in In connection with the closing of the Merger, all outstanding common stock warrants were net exercised on a cashless basis for 752,732 shares of common stock of Joby Aviation. Private Placement Warrants The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $21.9 million and the Private Placement Warrant liability was remeasured to fair value as of December 31, 2021, resulting in a gain of $3.9 million for the year ended December 31, 2021, which is included in gain from change in the fair value of warrants and earnout shares in the consolidated statements of operations. The Company concluded that the fair value of the Private Placement Warrants approximates the fair value of the Company’s Public Warrants. Therefore, Private Placement Warrants were valued by reference to the observable market price for the Company’s Public Warrants. Public Warrants The Public Warrants became exercisable on September 9, 2021, 30 days after the completion of the Merger. The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $32.8 million and the public warrant liability was remeasured to fair value based upon the market price as of December 31, 2021, resulting in a gain of $5.9 million for the year ended December 31, 2021, classified within gain from change in the fair value of warrants and earnout shares in the consolidated statements of operations. There were no exercises of Public Warrants during the year ended December 31, 2021. Earnout Shares Liability Under the vesting schedule, 20% of the Earnout Shares vest in tranches when the volume-weighted average price of the Joby Aviation common stock quoted on the NYSE is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”). After 10 years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. Upon the closing of the Merger, the Earnout Shares were accounted for as a liability at fair value because the Triggering Events that determine the number of Earnout Shares required to be issued include events that are not solely indexed to the common stock of Joby Aviation. The estimated fair value of the total Earnout Shares Liability at the closing of the Merger on August 10, 2021, was $149.9 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. Assumptions used in the valuation are as follows: August 10, December 31, Expected volatility 62.20 % 72.10 % Risk-free interest rate 1.36 % 1.51 % Dividend rate 0.00 % 0.00 % Expected term (in years) 10.00 9.61 No Earnout Shares vested as of December 31, 2021. During the year ended December 31, 2021, the Company recognized gain related to the change in the fair value of the Earnout Shares Liability of $40.1 million, included as gain from change in the fair value of warrants and earnout shares in the consolidated statement of operations. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | Note 12. Stockholders’ Equity The Company’s common stock and warrants trade on the NYSE under the symbol “JOBY” and “JOBY WS”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $0.0001 per share: (i) 1,400,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. The Company has retroactively adjusted the shares issued and outstanding prior to August 10, 2021 to give effect to the Exchange Ratio. Preferred stock may be issued at the discretion of the Company’s Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware, and without further stockholder action. The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers and directors, and in certain instances may be used as an antitakeover defense. As of December 31, 2021 and 2020, there were no preferred stock issued and outstanding. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. As of December 31, 2021 and 2020, no dividends have been declared to date. The Company had reserved common stock, on an as-converted December 31, 2021 2020 Stock options outstanding under 2016 Stock Plan 21,252,552 24,576,859 Unvested RSU’s under 2016 Stock Plan 10,032,871 — Remaining shares available for future issuance under the 2016 plan — 499,132 Remaining shares available for future issuance under the 2021 plan 67,264,890 — Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Total common stock reserved 127,333,646 358,598,721 Former Parent Reorganization At incorporation, the Company issued to its then parent entity Joby Holdings, Inc., a Delaware corporation (the “Former Parent”) 101,581,936 common shares and assumed the substantial majority of the Former Parent’s workforce. The Company’s common shares were issued to the Former Parent to achieve the economic effect whereby the then holders of the Former Parent’s common stock, stock options (the “Former Parent Options”) and restricted stock units (the “Former Parent RSUs”) would have ownership rights to an identical number of common shares of the Company as that to which they are entitled to with respect to the Former Parent’s common shares. In November 2016 the Company and Former Parent entered into a stock repurchase agreement under which the Company would be entitled to repurchase at $0.02 per share or cancel the identical number of common shares issued to the Former Parent which becomes subject to repurchase or cancellation by the Former Parent under the Former Parent Options and Former Parent RSUs if such options and RSUs are unvested when an employee is terminated or vested options expire unexercised. On October 25, 2021, the Company completed the transactions contemplated by the Reorganization Agreement dated as of October 25, 2021 (the “Reorganization Agreement”), by and among the Company, Former Parent and JA Holdings Acquisition Corp., a wholly-owned subsidiary of the Company (“Holdings Merger Sub”) pursuant to which (a) the Holdings Merger Sub merged with and into Former Parent, and the separate corporate existence of Holdings Merger Sub ceased and Former Parent survived as a wholly-owned subsidiary of the Company (the “First Merger”), and (b) immediately following the First Merger, Former Parent was merged with and into the Company, following which the separate corporate existence of Former Parent ceased and the Company continued as the surviving corporation (the “Second Merger” and, together with the First Merger, the “Former Parent Reorganization”). Upon consummation of the Former Parent Reorganization, (a) each share of capital stock of Former Parent that was issued and outstanding immediately prior to the effective time of the First Merger (other than any Dissenting Shares, as defined in Reorganization Agreement) was cancelled and converted into a right to receive such a number of shares of common stock of the Company as set forth in the Reorganization Agreement (the “Former Parent Share Issuances”), and (b) immediately following the effective time of the Second Merger, each share of common stock of the Company held by Former Parent immediately prior to the Second Merger was cancelled and retired by the Company. As a result, an aggregate of 98,802,553 shares of the Company’s common stock held by Former Parent were cancelled and retired, and an aggregate of 98,357,200 shares of the Company’s common stock were issued by the Company to the prior stockholders of Former Parent. Accordingly, Former Parent Reorganization did not have an impact on the Company’s financial statements, other than the disclosure of the number of legally issued and outstanding common shares, which decreased by 445,353 common shares, and the number of fully vested common stock options, which increased by 445,353 options. Restricted Stock In 2017, the Company issued 829,727 shares of common stock under restricted stock purchase agreements, which allow the Company to repurchase the unvested shares of common stock if the stockholder ceases to provide services to the Company. The Company’s right to repurchase the stock lapses over ten years. As of December 31, 2021 and 2020, 464,129 and 484,871 shares of common stock, respectively, were subject to repurchase at a weighted average price of $0.029 per share and $0.1 million was recorded as a stock repurchase liability in early exercise stock option liabilities on the consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based compensation | Note 13. Stock-based Compensation 2016 and 2021 Stock Plans In November 2016, the Company’s Board of Directors adopted the 2016 Stock Option and Grant Plan (the “2016 Plan”) under which officers, employees, directors, consultants and other key persons of the Company or its affiliates may be granted incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units. Under the 2016 Plan, stock options are generally granted with an exercise price equal to the estimated fair value of the Company’s common stock, as determined by the Company’s Board of Directors on the date of grant. Options generally have contractual terms of ten years. Incentive stock options (ISO) may only be granted to employees, whereas all other stock awards may be granted to employees, directors, consultants and other key persons. Outstanding options generally vest over six years, contain a one-year The fair value of the RSU’s granted under the 2016 Plan is determined by the Company’s Board of Directors on the date of grant. Generally, RSUs have six years vesting period and contractual terms of ten years. On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). As of December 31, 2021, 67,264,890 shares were available for grant under the 2021 Plan. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares equal to four percent (4%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. As of December 31, 2021 there were no awards issued under 2021 Plan. On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). As of December 31, 2021, 6,653,530 shares were available for grant under the 2021 ESPP. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares of common stock equal to half percent (0.5%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. Under the 2021 ESPP, participating employees may be offered the option to purchase shares of the Company’s Common Stock at a purchase price which equals 85% of the fair market value of the Company’s common stock on the enrollment date or on the exercise date, whichever is lower. As of December 31, 2021, the Company has not yet implemented the 2021 ESPP and no shares had been issued under the 2021 ESPP. The Company also allows certain option holders to exercise unvested options and stock purchase rights to purchase shares of common stock. Common shares received from such early exercises are subject to a right of repurchase at the original issuance price. The Company’s repurchase right with respect to these shares typically lapse over six years as the shares become vested. As of December 31, 2021 and 2020, 6,918,483 and 10,007,107 shares, respectively, were subject to repurchase at a weighted average price of $0.10 per share and $0.11 per share, respectively, and $0.7 million and $1.2 million, respectively, was recorded as a stock repurchase lability in early exercised stock option liabilities on the consolidated balance sheets. Stock option activity under the 2016 Plan is as follows: Options Outstanding Stock Option Activity Options Number of Weighted- Weighted- Aggregate Balances—January 1, 2020 2,822,165 13,613,627 $0.20 9.37 $28,762 Additional shares authorized 9,273,082 — Options canceled and forfeited 2,632,413 (2,632,413 ) $0.26 Repurchases 75,633 — Options granted (14,304,160 ) 14,304,160 $1.02 Options exercised — (708,514 ) $0.54 Balances—December 31, 2020 499,133 24,576,860 $0.66 9.06 $187,460 Additional shares authorized Options canceled and forfeited — (1,334,118 ) $0.82 Repurchases — — Options granted — 445,353 $0.01 Options exercised — (2,435,543 ) $0.49 Balances—December 31, 2021 499,133 21,252,552 $0.66 7.95 $141,137 Vested and expected to vest — 21,252,552 $0.66 7.95 $141,137 Shares exercisable (vested and unvested) — 7,642,374 $0.61 7.60 $51,089 The weighted-average grant date fair value of options granted under the 2016 Plan in the years ended December 31, 2021 and 2020 was $9.16 and $4.14, respectively. The total grant date fair value of options vested during the years ended December 31, 2021 and 2020, was $13.3 million and $6.2 million, respectively. The intrinsic value of options exercised under the 2016 Plan was $20.1 million and $3.1 million respectively, during the years ended December 31, 2021 and 2020. At December 31, 2021 and 2020, 6,475,927 options and 3,940,509 options, respectively, under the 2016 Plan were vested and exercisable with a weighted-average exercise price of $0.48 and $0.32, respectively, and a weighted-average remaining contractual life of 7.44 years and 8.55 years, respectively. RSU activity under the 2016 Plan is as follows: Number of Weighted- Aggregate Balances—December 31, 2020 — $ — $ — Granted 10,603,232 $ 8.60 Vested (26,634 ) $ 8.30 $ — Forfeited (543,727 ) $ 8.50 $ — Balances—December 31, 2021 10,032,871 $ 8.60 $ 73,240 The following table presents the stock activity and the total number of shares available for grant under the Company’s 2016 Plan for the years ended December 31, 2021 and 2020: Number of Balances—January 1, 2020 2,822,165 Authorized 9,273,082 Options canceled and forfeited 2,632,413 Repurchases 75,633 Options granted (14,304,160 ) Balances—December 31, 2020 499,133 Authorized 11,063,028 Options and RSUs granted (11,048,584 ) Options and RSUs forfeited 1,148,259 Shares Repurchased 138,291 Termination of 2016 Plan reserve (1,800,127 ) Balances—December 31, 2021 — Upon the effectiveness of the Company’s 2021 Plan, the Company ceased to grant awards under the 2016 Plan. However, all outstanding awards under the 2016 Plan continue to be governed by their existing terms under the 2016 Plan. As of December 31, 2021, total unrecognized compensation cost related to stock awards under the 2016 Plan was approximately $120.4 million to be recognized over a weighted average remaining requisite service period of 4.84 years. Former Parent Plan The Company concluded that the Former Parent Options and Former Parent RSUs represent in substance stock-based compensation awards of the Company (the “Former Parent Plan”) as they were designed to compensate the Company’s employees. Upon Former Parent Reorganization all outstanding options were canceled see Note 12. As of December 31, 2021 and 2020, zero and 2,104,345 common shares of the Company, respectively were subject to repurchase at $0.01 per share because they related to early exercises of Former Parent Options. Stock option activity under the Former Parent Plan is as follows: Options Outstanding Stock Option Activity Options for Grant Number of Weighted- Average Weighted- Average Contractual Aggregate Intrinsic thousands) Balances—January 1, 2020 — 3,530,662 $0.01 5.37 $8,150 Options Exercised — (57,746 ) $0.01 Balances—December 31, 2020 — 3,472,916 $0.01 4.37 $28,770 Options Exercised — (878,131 ) $0.01 Cancelation of vested options upon reorganization — (445,353 ) $0.01 Cancelation of unvested options upon reorganization — (2,149,432 ) $0.01 Balances—December 31, 2021 — — $— — $— Vested and expected to vest — — $— — $— Exercisable — — $— — $— Total stock-based compensation expense for stock awards under the under the Former Parent Plan recognized during the years ended December 31, 2021 and 2020 was less than $0.1 million. The total grant date fair value of options vested during the years ended December 31, 2021 and 2020, was less than $0.1 million. The assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Expected volatility — % 49.9% - 73.5 % Expected dividend yield — % — % Expected term (in years) — 5.0 -6.6 Risk-free interest rate — % 1.3% - 1.4 % Expected volatility — Risk-free interest rate — zero-coupon Expected dividend yield — Expected term — Other Stock-based Awards In 2017, the Company issued 3,370,766 common stock options outside of the 2016 Option Plan. The options were fully exercised as of December 31, 2021 and 2020, and 2,022,460 and 2,359,536 shares of common stock, respectively, were subject to repurchase at a weighted average price of $0.1 per share and $0.1 million, was recorded as a stock repurchase lability in early exercised stock option liabilities on the consolidated balance sheets. Upon completion of the Reverse Recapitalization 2,677,201 Series C Preferred shares which were subject to time-based vesting conditions were converted to restricted common shares. As of December 31, 2021 the number of shares were subject to repurchase was 2,454,105. The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s consolidated statements of operations (in thousands): Year Ended 2021 2020 Research and development expenses $ 19,426 $ 6,130 Selling, general and administrative expenses 7,506 1,055 Total stock-based compensation expense $ 26,932 $ 7,185 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The components of loss before taxes are as follows (in thousands): Year Ended December 31, 2021 2020 United States $ (184,183 ) $ (114,010 ) International (6,678 ) (123 ) Loss before income taxes $ (190,861 ) $ (114,133 ) The provision for income taxes is as follows (in thousands): Year Ended 2021 2020 Current Federal $ — $ — State 1 24 Foreign 6 7 Total current provision 7 31 Deferred Federal (7,917 ) — State (2,627 ) — Total deferred benefit (10,544 ) — Total provision (benefit) $ (10,537 ) $ 31 A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows (dollars in thousands): Year Ended 2021 2020 % % Tax at federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (7.3 )% (6.7 )% Permanent differences (0.1 )% 0.2 % Change in valuation allowance 27.9 % 32.5 % Tax credits (5.0 )% (5.0 )% Effective income tax rate (5.5 )% 0.0 % Significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 124,591 $ 72,785 Research and development credits 22,995 13,499 Accruals and reserves 518 493 Property and equipment 1,362 811 Stock-based compensation 4,651 649 Goodwill 3,819 — Intangibles 355 — Total deferred tax assets 158,291 88,237 Valuation allowance (141,618 ) (88,237 ) Net deferred tax assets 16,673 — Deferred tax liabilities Contractual agreement (16,673 ) — Total deferred tax liabilities (16,673 ) — Net deferred tax assets $ — $ — In connection with the acquisition of Uber Elevate on January 11, 2021, a deferred tax liability was established for the book versus tax basis difference associated with the contractual agreement asset (see Note 5). This deferred tax liability created an additional source of income to realize the Company’s deferred tax assets. As the Company continues to maintain a full valuation allowance against its net deferred tax assets, this additional source of income resulted in a corresponding release of the Company’s previously recorded valuation allowance against its net deferred tax assets. Consistent with the applicable guidance, this release of the valuation allowance was recorded in the consolidated statements of operations as an income tax benefit. The following shows the changes in the gross amount of unrecognized tax benefits as follows (in thousands): December 31, 2021 2020 Unrecognized tax benefits, beginning of the year $ 4,995 $ 2,872 Increases related to prior year tax positions 3,523 — Decreases related to prior year tax positions — — Increases related to current year tax positions — 2,123 Unrecognized tax benefits, end of year $ 8,518 $ 4,995 The Company has adopted the accounting policy that interest and penalties recognized are classified as part of its income taxes. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. Due to the full valuation allowance at December 31, 2021, current adjustments to the unrecognized tax benefit will have no impact on our effective income tax rate. Any adjustments made after the valuation allowance is released will have an impact on the tax rate. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the business in which the Company operates, projections of future profitability are difficult and past operating results are not necessarily indicative of future profitability. Management does not believe it is more likely than not that the deferred income tax assets will be realized; accordingly, a full valuation allowance has been established on net deferred income tax assets. The valuation allowance increased by $53.4 million during the year ended December 31, 2021, and by $37.1 million during the year ended December 31, 2020. As of December 31, 2021, the Company had federal net operating loss carryforwards (“NOLs”) of $448.9 million, of which approximately $15.8 million expire between 2036 and 2037 and the remainder do not expire. As of December 31, 2020, the Company had federal NOLs of $261.4 million of which approximately $15.8 million will expire between 2036 and 2037 and the remainder do not expire. As of December 31, 2021 and 2020, the Company had state NOLs of $435.0 million and $256.0 million, respectively, that will begin to expire in 2036. In addition, the Company had foreign NOLs of $0.1 million and $0.2 million as of December 31, 2021 and 2020, respectively. At December 31, 2021, the Company had federal research and development credits of $17.7 million and California research and development credits of $16.3 million. The federal credits will expire beginning 2036, while California credits have no expiration. At December 31, 2020, the Company had federal research and development credits of $10.5 million and California research and development credits of $9.5 million. The federal credits will expire beginning 2036, while California credits have no expiration. The federal and state net operating loss and credit carryforwards may be subject to significant limitations under Sections 382 and 383 of the Internal Revenue Code (Code) and similar provisions of state law. These Code sections limit the federal net operating loss and credit carryforwards that may be used in any year in the event of an “ownership change”. A Section 382 “ownership change” generally occurs if one or more shareholders or groups of shareholders, who own at least 5% of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Company may have previously experienced, and may in the future experience, one or more Section 382 “ownership changes”. If so, the Company may lose some or all of the tax benefits of its NOLs and tax credits. The extent of such limitations for prior years, if any, has not been determined. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company’s net operating loss and credit carryforwards all of its years are subject to federal and state examination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. These services purchased from these vendors include rent of office space and certain utilities and maintenance services related to the property on which the rented premises are located. Expenses and related payments to these vendors totaled $1.3 million and $1.5 million during the years ended December 31, 2021 and 2020, respectively. The Company owed these vendors $0.1 million and $0.2 million as of December 31, 2021 and 2020, respectively. In addition, during 2021 and 2020 subsequent to deconsolidation of SummerBio (see Note 2), the Company entered into certain transactions with SummerBio. These transactions included purchases of COVID-19 respectively, and total amount due from SummerBio at December 31, 2021 and 2020 was nil and $0.2 million, respectively. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 16. Net Loss per Share Attributable to Common Stockholders Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because the Company reported a net loss for 2021 and 2020, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been antidilutive if included in the calculation. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, Numerator: 2021 2020 Net loss attributable to common stockholders $ (180,324 ) $ (114,164 ) Denominator: Weighted-average shares outstanding 294,851,732 103,946,993 Net loss per share attributable to common stockholders, basic and diluted $ (0.61 ) $ (1.10 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Unvested restricted stock awards 3,029,781 547,101 Unvested restricted stock units 10,032,870 — Unvested early exercised common stock options 6,454,354 9,393,779 Options to purchase common stock 20,807,198 24,576,859 Earnout Shares 17,130,000 — Total 86,237,536 368,040,469 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. The Company did not identify any subsequent events or transactions that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, cash flows and footnotes as of December 31, 2021 and 2020, and for the years then ended. |
Foreign Currency | Foreign Currency The Company determined that the local currency is the functional currency for its foreign operations. Assets and liabilities of each foreign subsidiary are translated to United States dollars using the current exchange rate at the balance sheet date. Revenues and expenses are translated using the average exchange rate during the period. Cumulative translation adjustments related to the Company’s foreign subsidiaries are reflected as a separate component of stockholders’ deficit. Net gains and losses resulting from foreign currency transactions are included in interest and other income, net in the accompanying consolidated statements of operations. |
Common Stock Warrants Liabilities | Common Stock Warrants Liabilities In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the “Sponsor”) in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $0.0001 (“Common Stock”) at an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Reinvent Sponsor, LLC (“Sponsor”) and RTP (“Sponsor Agreement”). The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes provisions which could result in a different settlement value, for the Private Placement Warrants depending on their holder, and for Public Warrants depending on the registration status of the underlying shares. Because these conditions are not an input into the pricing of a fixed-for-fixed During the year ended December 31, 2021, no Common Stock Warrants were exercised. |
Earnout Shares Liability | Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up 815-40, The estimated fair value of the Earnout Shares Liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 10) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. The Earnout Shares Liability is categorized as a Level 3 fair value measurement because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Determination of the fair value of the Earnout Shares Liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses, and disclosure of contingent assets and liabilities. The most significant estimates are related to the valuation of common stock, stock-based awards, preferred stock, preferred stock warrants, earnout shares, common stock warrants, intangible assets acquired, the valuation of and provisions for income taxes and contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances. The estimates form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. |
Segments | Segments Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews Company’s financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning of components below the consolidated level. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, redeemable convertible preferred stock, common stock warrants, redeemable convertible preferred stock warrants, common stock warrants and Earnout Shares Liability. The carrying amounts of cash and cash equivalents, short-term investments, other receivables, accounts payable, and accrued and other current liabilities approximate their fair values due to the short time to the expected receipt or payment. The carrying amount of the Company’s short-term debt approximates its fair value as the effective interest rate approximates market rates currently available to the Company. Common stock warrants which are initially recorded in equity at the value allocated to them are not subject to remeasurement in subsequent periods. At initial recognition, the Company recorded the redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability on the balance sheet at their fair value. The redeemable convertible preferred stock warrant liability, common stock warrants liabilities and Earnout Shares Liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the consolidated statements of operations. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents and restricted cash, short-term investments and other receivables. At December 31, 2021 and 2020, cash and cash equivalents consisted of cash deposited with domestic and foreign financial institutions that are of high-credit quality. The Company is exposed to credit risk in the event of default by the domestic financial institutions to the extent that cash and cash equivalent deposits are in excess of amounts insured by the Federal Deposit Insurance Corporation. Foreign cash balances are not insured. The Company has not experienced any losses on its deposits since inception. Short-term investments consist of government and corporate debt securities and corporate asset backed securities that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. The Company’s other receivables are due from United States government agency under the Company’s government grant contracts. At December 31, 2021 and 2020, these two agencies accounted for 6% and 89% of the Company’s other receivables, respectively. At December 31, 2021, 79% of other receivables was owed to us by Uber related to cash withheld by Uber for vesting of shares to employees acquired in Uber Elevate acquisition (see Note 5). The Company provides for uncollectible amounts when specific credit problems are identified. In doing so, the Company analyzes historical bad debt trends, debtor creditworthiness, current economic trends, and changes in debtor payment patterns when evaluating the adequacy of the allowance for doubtful accounts. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. At December 31, 2021 and 2020, restricted cash relates primarily to collateral for a lease obligation. |
Marketable Debt Securities | Marketable Debt Securities The Company classifies marketable debt securities as available-for-sale consolidated balance sheets. These marketable debt securities are carried at fair value and unrealized gains and losses are recorded in other comprehensive income, which is reflected as a component of stockholders’ equity (deficit). These marketable debt securities are assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considers impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. Realized gains and losses from the sale of marketable debt securities and declines in value deemed to be other than temporary are determined based on the specific identification method. Realized gains and losses are reported in other income, net in the consolidated statements of operations. |
Investment in SummerBio, LLC | Investment in SummerBio, LLC Following the outbreak of the COVID-19 COVID-19 COVID-19 In August, 2020 SummerBio raised additional financing through issuing equity instruments to related parties, and changed the structure of its board of directors. As a result, the Company’s voting interest was reduced to approximately 61.5% and the Company would no longer nominate a majority of the members of SummerBio’s board of directors. The Company concluded that in August 2020, it did not have the ability to direct the decisions that most significantly impact SummerBio’s economic performance, but that the Company still maintained influence over SummerBio. The Company has determined that it is not the primary beneficiary SummerBio and, therefore, accounts for its investment in SummerBio under the equity method of accounting. Accordingly, the Company deconsolidated SummerBio, recognized its remaining investment in SummerBio at fair value of $5.2 million as an equity method investment, derecognized net liabilities of SummerBio of $1.7 million and recognized the resulting gain on deconsolidation of $6.9 million, which is included in other income on the consolidated statement of operations for the year ended December 31, 2020. At deconsolidation, the fair value of the Company’s remaining investment in SummerBio was determined by management, with the assistance of a third-party valuation specialist. To calculate the total equity value of SummerBio, management used the back-solve method, solving for a total equity value that resulted in Series A preferred unit value consistent with its issuance price of $0.375 per unit. The Company then used the option pricing model to calculate its remaining interest in SummerBio. Management also applied discount due to lack of marketability which was calculated at 14.4%. The key assumptions in the back-solve option pricing method analysis included: • Back-solve security value – Series A preferred units issued at a price per unit of $0.375; • Option term – five years based upon the current state of development of SummerBio; • Risk-free rate – 0.28%, which represents the five-year constant maturity U.S. Treasury Bonds as of the valuation date; • Volatility – stock price volatility was estimated at 39.5% based upon an analysis of historical volatilities of a peer group of companies; • Option value allocation percentages – allocation percentages ranged between 19.2%—100%. The Company recognized its share of earnings of SummerBio as Income from equity method investment on the consolidated statement of operations for the total amount of $29.4 million and $5.8 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2020, the Company’s ownership interest in SummerBio was approximately 45.5% and it was entitled to nominate one member of SummerBio’s board of directors. Summerbio is a related party of the Company. In December 2021, an increase in the number of profit units for SummerBio employees’ stock based awards diluted Company’s equity interest in SummerBio to 43.4% for which the Company recorded a $1.0 million decrease to its investment in SummerBio. At December 31, 2021 and 2020, the Company reviewed its investment in SummerBio for impairment by determining whether events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. The Company determined that the carrying value of the investment did not exceed its fair value and, therefore, there are no indicators that its investment in SummerBio is impaired. In making this judgment, the Company considered all quantitative and qualitative evidence available to the Company at the time of the review. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the assets, generally two |
Asset Acquisitions and Business Combinations | Asset Acquisitions and Business Combinations Upon an acquisition, the Company performs an initial test to determine whether substantially all of the fair value of the gross assets transferred is concentrated in a single identifiable asset or a group of similar identifiable assets, such that the acquisition would not represent a business. If that test suggests that the set of assets and activities is a business, the Company then performs a second test to evaluate whether the assets and activities transferred include inputs and substantive processes that together, significantly contribute to the ability to create outputs, which would constitute a business. If the result of the second test suggests that the acquired assets and activities constitute a business, the Company accounts for the transaction as a business combination. For transactions accounted for as business combinations, the Company allocates the fair value of acquisition consideration to the acquired identifiable assets and liabilities based on their estimated fair values. Acquisition consideration includes the fair value of any promised contingent consideration. The excess of the fair value of acquisition consideration over the fair value of acquired identifiable assets and liabilities is recorded as goodwill. Contingent consideration is remeasured to its fair value each reporting period with changes in the fair value of contingent consideration recorded in general and administrative expenses. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related costs are expensed as incurred. For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in asset acquisitions. |
Goodwill | Goodwill Goodwill is recorded when the consideration transferred for a business acquisition exceeds the fair value of net identifiable assets and liabilities acquired. Goodwill is measured and tested for impairment annually on the first business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may exceed its implied fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount, however the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment which is also a single reporting unit for purposes of testing for goodwill impairment. An impairment exists if the fair value of the reporting unit is lower than its carrying value, and the Company would record a goodwill impairment loss in the fiscal quarter in which the determination is made. |
Intangible Assets | Intangible Assets Intangible assets include identifiable intangible assets, primarily software technologies resulting from acquisitions (see Note 5). Acquired intangible assets are initially recorded at fair value. The fair value of software technologies is estimated on the basis of replacement cost and the fair value of contractual agreement asset is based primarily on the discounted cash flow model. Software technologies are amortized on a straight-line basis over their estimated useful lives, generally 3 to 5 years. The Company’s estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted remaining useful life until technological obsolescence of software. |
Contractual Agreements | Contractual Agreement The Company’s contractual agreement asset (see Note 5) is classified as other non-current |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of the asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of the asset may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company did not record any impairment of long-lived assets in 2021 and 2020. |
Leases | Leases Leases are evaluated and recorded as capital leases if one of the following is true at inception: (a) the present value of minimum lease payments meets or exceeds 90% of the fair value of the asset, (b) the lease term is greater than or equal to 75% of the economic life of the asset, (c) the lease arrangement contains a bargain purchase option, or (d) title to the property transfers to the Company at the end of the lease. The Company records an asset and liability for capital leases at present value of the minimum lease payments based on the incremental borrowing rate. Assets are depreciated over the useful life in accordance with the Company’s depreciation policy while rental payments and interest on the liability are accounted for using the effective interest method. Leases that are not classified as capital leases are accounted for as operating leases. Operating lease agreements that have tenant improvement allowances are evaluated for lease incentives. For leases that contain escalating rent payments, the Company recognizes rent expense on the straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. |
Government Grants | Government Grants The Company receives payments from government entities under non-refundable non-authoritative |
Research and Development | Research and Development The Company expenses research and development costs as incurred. Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities. Research and development expenses are partially offset by payments the Company received in the form of government grants, including those received under the Agility Prime program. |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities. |
Advertising Expense | Advertising Expense The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2021 and 2020 were $0.2 million and $0.1 million, respectively, included in selling, general and administrative expenses in the consolidated statements of operations. |
Income Taxes | Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related liabilities line in the consolidated balance sheets. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock warrants, common stock subject to repurchase, stock options and earnout shares are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes in equity (net assets) during the period from nonowner sources. The Company’s comprehensive loss consists of its net loss, its cumulative translation adjustments, and its unrealized gains or losses on available-for-sale |
Stock-Based Compensation | Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. When the observable market price or volatility that the Company uses to determine grant date fair value does not reflect certain material non-public |
Fair Value of Common Stock | Fair Value of Common Stock Prior to the Merger on August 10, 2021, the fair value of the Joby Aviation common stock was determined by the board of directors with assistance from management and, in part, on input from an independent third-party valuation firm. The board of directors determines the fair value of common stock by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock, operating and financial performance, the lack of liquidity of the Joby Aviation common stock and the general and industry-specific economic outlook. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Merger on August 10, 2021, the redeemable convertible preferred stock was recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would have become redeemable at the option of the holders of at least a majority of the then-outstanding shares. The Company had not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares because it was uncertain whether or when a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. All redeemable convertible preferred stock converted to common stock as a result of the Merger (see Note 3). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the timeline for adopting new or revised accounting standards for public business entities that are not emerging growth companies, and will follow the transition guidance applicable to private companies. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) No. 2018-10, Codification Improvements to Topic 842, Leases No. 2016-02. off-balance-sheet No. 2018-11, Leases (Topic 842): Targeted Improvements right-of-use In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2020, the FASB issued ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815—a consensus of the FASB Emerging Issues Task Force |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Net Asset (Liability) [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of December 31, 2021 and 2020 (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 929,842 $ — $ — $ 929,842 Cash equivalents 929,842 — — 929,842 Term deposits — 40,069 — 40,069 Asset backed securities — 69,496 — 69,496 Government debt securities — 47,308 — 47,308 Corporate debt securities — 186,376 — 186,376 Available-for-sale — 343,249 — 343,249 Total fair value of assets $ 929,842 $ 343,249 $ — $ 1,273,091 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 26,910 — — $ 26,910 Common stock warrant liabilities (Private Placement) — 17,992 — 17,992 Earnout Shares Liability — — 109,844 109,844 Total fair value of liabilities $ 26,910 $ 17,992 $ 109,844 $ 154,746 December 31, 2020 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 74,049 $ — $ — $ 74,049 Cash equivalents 74,049 — — 74,049 Asset backed securities — 52,022 — 52,022 Government debt securities — 57,829 — 57,829 Corporate debt securities — 258,736 — 258,736 Marketable debt securities — 368,587 — 368,587 Total fair value of assets $ 74,049 $ 368,587 — $ 442,636 |
Summary of Debt Securities, Available-for-sale | The following is a summary of the Company’s available-for-sale December 31, 2021 Adjusted Unrealized Unrealized Recorded Assets measured at fair value Term deposits $ 40,069 — $ — $ 40,069 Asset backed securities 69,579 — (83 ) 69,496 Government debt securities 47,355 — (47 ) 47,308 Corporate debt securities 186,471 — (95 ) 186,376 Total $ 343,474 $ — $ (225 ) $ 343,249 December 31, 2020 Adjusted Unrealized Unrealized Recorded Asset backed securities $ 51,938 $ 84 — $ 52,022 Government debt securities 57,826 3 — 57,829 Corporate debt securities 258,502 234 — 258,736 Total $ 368,266 $ 321 — $ 368,587 |
Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summary of the change in the fair value, which is recognized as a component of other income within the consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands): In-Q-Tel Earnout Fair value as of January 1, 2021 $ — $ — Initial fair value of the In-Q-Tel 602 — Earnout Shares Liability recognized upon the closing of the reverse recapitalization — 149,911 Change in fair value 89 (40,067 ) Extinguishment of Legacy Joby In-Q-Tel (691 ) — Fair value as of December 31, 2021 $ — $ 109,844 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule Of Allocation Of Business Combination Consideration Between Acquiree And Contractual Agreement Asset | The following table summarizes the allocation of total consideration between Uber Elevate and the contractual agreement asset (in thousands, except share and per share data): Series C redeemable convertible preferred stock (8,924,009 shares at $8.70 per share fair value) $ 77,619 Less: premium on Uber CPN (465 ) Total consideration 77,154 Consideration allocated to contractual agreements asset and related deferred tax liability (42,938 ) Consideration allocated to Uber Elevate $ 34,216 |
Schedule of Recognized Identified Assets Assumed In Business Combination | The purchase price allocation for Uber Elevate is as follows (in thousands): Goodwill $ 10,757 Automation platform software technology 7,200 Multimodal software technology 4,900 Simulation software technology 4,600 Property and equipment 630 Deferred tax asset 6,129 Total purchase consideration $ 34,216 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Equipment $ 45,501 $ 29,229 Computer software 8,410 5,992 Leasehold improvements 9,364 5,724 Molds and tooling 8,052 3,269 Vehicles and aircraft 1,198 211 Furniture and fixtures 319 95 Construction in-progress 6,394 3,741 Gross property and equipment 79,238 48,261 Accumulated depreciation and amortization (26,083 ) (14,135 ) Property and equipment, net $ 53,155 $ 34,126 |
Schedule of Intangible Assets | The intangible assets consist of the following: December 31, 2021 2020 Automation Platform Software $ 7,200 $ — Multimodal Software Technology 4,900 — System Simulation Software Technology 4,600 — Other Intangibles 1,655 — Gross intangible assets 18,355 — Accumulated amortization (3,843 ) — Intangible assets, net $ 14,512 $ — |
Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets | The following table presents the estimated future amortization expense of acquired amortizable intangible assets as Fiscal Year Amount 2022 $ 4,394 2023 4,394 2024 3,558 2025 2,166 $ 14,512 |
Summary Of Prepaid Expenses | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid equipment $ 2,923 $ 1,352 Prepaid software 4,494 1,076 Prepaid taxes 1,332 243 Prepaid insurance 8,031 156 Other 636 205 Total $ 17,416 $ 3,032 |
Schedule of Other Non-Current Assets | Other non-current December 31, 2021 2020 Contractual agreements asset $ 59,611 $ — Long term prepaid insurance 10,511 — Other non-current 199 262 Total $ 70,321 $ 262 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of tenant improvement loan | Maturities on the tenant improvement loan were as follows (in thousands): Years ending December 31, Amount 2022 $ 265 2023 287 2024 310 2025 and thereafter 85 Total payable amount 947 Less: current portion of tenant improvement loan (265 ) Noncurrent portion of tenant improvement loan, net $ 682 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Aggregate future minimum lease payments required under the operating leases at December 31, 2021 are as follows (in thousands): Years ending December 31, Amount 2022 $ 5,543 2023 4,315 2024 3,517 2025 718 2026 654 2027 and thereafter 3,136 Total minimum future lease payments, operating leases $ 17,883 |
Schedule of Future Minimum Lease Payments for Capital Leases | Aggregate future minimum principal lease payments under the capital leases at December 31, 2021 are as follows (in thousands): Years ending December 31, Amount 2022 $ 771 2023 248 2024 183 2025 110 2026 98 2027 and thereafter 33 Total payments 1,443 Less current portion (771 ) Noncurrent portion $ 672 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Redeemable Convertible Preferred Stock | Redeemable convertible preferred stock as of December 31, 2020 consisted of the following (in thousands, except share and per share amounts): December 31, 2020 Shares Shares Original Aggregate Net Series Seed-1 24,030,035 24,030,035 $ 0.1784 $ 4,287 $ 4,287 Series Seed-2 42,519,688 42,519,688 0.1784 7,585 7,585 Series A Preferred Stock 74,048,845 74,048,845 0.2197 16,265 16,040 Series B Preferred Stock 78,314,959 77,594,404 1.2838 99,615 99,398 Series C Preferred Stock 145,822,505 114,571,243 5.6029 641,927 641,002 Total redeemable convertible preferred stock 364,736,032 332,764,215 $ 769,679 $ 768,312 |
Stock Warrants and Earnout Sh_2
Stock Warrants and Earnout Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Assumptions Used to Estimate Fair Value of The Total Earnout Shares Liability | Assumptions used in the valuation are as follows: August 10, December 31, Expected volatility 62.20 % 72.10 % Risk-free interest rate 1.36 % 1.51 % Dividend rate 0.00 % 0.00 % Expected term (in years) 10.00 9.61 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | The Company had reserved common stock, on an as-converted December 31, 2021 2020 Stock options outstanding under 2016 Stock Plan 21,252,552 24,576,859 Unvested RSU’s under 2016 Stock Plan 10,032,871 — Remaining shares available for future issuance under the 2016 plan — 499,132 Remaining shares available for future issuance under the 2021 plan 67,264,890 — Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Total common stock reserved 127,333,646 358,598,721 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share based compensation stock options activity | Stock option activity under the 2016 Plan is as follows: Options Outstanding Stock Option Activity Options Number of Weighted- Weighted- Aggregate Balances—January 1, 2020 2,822,165 13,613,627 $0.20 9.37 $28,762 Additional shares authorized 9,273,082 — Options canceled and forfeited 2,632,413 (2,632,413 ) $0.26 Repurchases 75,633 — Options granted (14,304,160 ) 14,304,160 $1.02 Options exercised — (708,514 ) $0.54 Balances—December 31, 2020 499,133 24,576,860 $0.66 9.06 $187,460 Additional shares authorized Options canceled and forfeited — (1,334,118 ) $0.82 Repurchases — — Options granted — 445,353 $0.01 Options exercised — (2,435,543 ) $0.49 Balances—December 31, 2021 499,133 21,252,552 $0.66 7.95 $141,137 Vested and expected to vest — 21,252,552 $0.66 7.95 $141,137 Shares exercisable (vested and unvested) — 7,642,374 $0.61 7.60 $51,089 |
Schedule of Restricted Stock Units Activity | RSU activity under the 2016 Plan is as follows: Number of Weighted- Aggregate Balances—December 31, 2020 — $ — $ — Granted 10,603,232 $ 8.60 Vested (26,634 ) $ 8.30 $ — Forfeited (543,727 ) $ 8.50 $ — Balances—December 31, 2021 10,032,871 $ 8.60 $ 73,240 |
Summary of Stock Activity and the Total Number of Shares Available for Grant | The following table presents the stock activity and the total number of shares available for grant under the Company’s 2016 Plan for the years ended December 31, 2021 and 2020: Number of Balances—January 1, 2020 2,822,165 Authorized 9,273,082 Options canceled and forfeited 2,632,413 Repurchases 75,633 Options granted (14,304,160 ) Balances—December 31, 2020 499,133 Authorized 11,063,028 Options and RSUs granted (11,048,584 ) Options and RSUs forfeited 1,148,259 Shares Repurchased 138,291 Termination of 2016 Plan reserve (1,800,127 ) Balances—December 31, 2021 — |
Schedule Of Share Based Payment Award Black-Scholes Stock Options Valuation Assumptions [Table Text Block] | The assumptions in the Black-Scholes option-pricing models used to determine the fair value of stock options granted during the years ended December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Expected volatility — % 49.9% - 73.5 % Expected dividend yield — % — % Expected term (in years) — 5.0 -6.6 Risk-free interest rate — % 1.3% - 1.4 % |
Summary of stock-based compensation expense | The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s consolidated statements of operations (in thousands): Year Ended 2021 2020 Research and development expenses $ 19,426 $ 6,130 Selling, general and administrative expenses 7,506 1,055 Total stock-based compensation expense $ 26,932 $ 7,185 |
Former Parent Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity Under the Former Parent Plan | Stock option activity under the Former Parent Plan is as follows: Options Outstanding Stock Option Activity Options for Grant Number of Weighted- Average Weighted- Average Contractual Aggregate Intrinsic thousands) Balances—January 1, 2020 — 3,530,662 $0.01 5.37 $8,150 Options Exercised — (57,746 ) $0.01 Balances—December 31, 2020 — 3,472,916 $0.01 4.37 $28,770 Options Exercised — (878,131 ) $0.01 Cancelation of vested options upon reorganization — (445,353 ) $0.01 Cancelation of unvested options upon reorganization — (2,149,432 ) $0.01 Balances—December 31, 2021 — — $— — $— Vested and expected to vest — — $— — $— Exercisable — — $— — $— |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the Components of Loss Before Taxes | The components of loss before taxes are as follows (in thousands): Year Ended December 31, 2021 2020 United States $ (184,183 ) $ (114,010 ) International (6,678 ) (123 ) Loss before income taxes $ (190,861 ) $ (114,133 ) |
Schedule of Provision For Income Taxes | The provision for income taxes is as follows (in thousands): Year Ended 2021 2020 Current Federal $ — $ — State 1 24 Foreign 6 7 Total current provision 7 31 Deferred Federal (7,917 ) — State (2,627 ) — Total deferred benefit (10,544 ) — Total provision (benefit) $ (10,537 ) $ 31 |
Schedule of Effective Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows (dollars in thousands): Year Ended 2021 2020 % % Tax at federal statutory rate (21.0 )% (21.0 )% State taxes, net of federal benefit (7.3 )% (6.7 )% Permanent differences (0.1 )% 0.2 % Change in valuation allowance 27.9 % 32.5 % Tax credits (5.0 )% (5.0 )% Effective income tax rate (5.5 )% 0.0 % |
Schedule of Deferred Income Tax Assets | Significant components of the Company’s net deferred tax assets as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 124,591 $ 72,785 Research and development credits 22,995 13,499 Accruals and reserves 518 493 Property and equipment 1,362 811 Stock-based compensation 4,651 649 Goodwill 3,819 — Intangibles 355 — Total deferred tax assets 158,291 88,237 Valuation allowance (141,618 ) (88,237 ) Net deferred tax assets 16,673 — Deferred tax liabilities Contractual agreement (16,673 ) — Total deferred tax liabilities (16,673 ) — Net deferred tax assets $ — $ — |
Schedule of the Changes in the Gross Amount of Unrecognized Tax Benefits | The following shows the changes in the gross amount of unrecognized tax benefits as follows (in thousands): December 31, 2021 2020 Unrecognized tax benefits, beginning of the year $ 4,995 $ 2,872 Increases related to prior year tax positions 3,523 — Decreases related to prior year tax positions — — Increases related to current year tax positions — 2,123 Unrecognized tax benefits, end of year $ 8,518 $ 4,995 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, Numerator: 2021 2020 Net loss attributable to common stockholders $ (180,324 ) $ (114,164 ) Denominator: Weighted-average shares outstanding 294,851,732 103,946,993 Net loss per share attributable to common stockholders, basic and diluted $ (0.61 ) $ (1.10 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 Redeemable convertible preferred stock — 332,764,215 Common stock warrants 28,783,333 758,515 Unvested restricted stock awards 3,029,781 547,101 Unvested restricted stock units 10,032,870 — Unvested early exercised common stock options 6,454,354 9,393,779 Options to purchase common stock 20,807,198 24,576,859 Earnout Shares 17,130,000 — Total 86,237,536 368,040,469 |
Company and Nature of Business
Company and Nature of Business - Additional Information (Details) - USD ($) $ in Millions | Jan. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Net proceeds from reverse recapitalization | $ 1,000 | ||
Convertible Promissory Note [Member] | |||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||
Aggregate gross proceeds from issuance | $ 75 | $ 70.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2021 | Feb. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||
Description of conversion of warrants | overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Class Of Warrants Or Right exercised | 0 | |||
Income from equity method investment | $ 29,405 | $ 5,799 | ||
Impairment Of long lived assets held For use | $ 0 | 0 | ||
Risk-free interest rate | 1.36% | 1.51% | ||
Expected volatility | 62.20% | 72.10% | ||
Percentage of fair value of assets | 90.00% | |||
Percentage of economic life of assets | 75.00% | |||
Series A Preferred Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Shares Issued, Price Per Share | $ 0.375 | |||
Summer Bio [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Equity Method Investments FairValue | 5,200 | |||
Derecognized net liabilities | 1,700 | |||
Deconsolidation Gain Or Loss | 6,900 | |||
Income from equity method investment | $ 29,400 | $ 5,800 | ||
ownership Interest | 45.50% | |||
Option term | 5 years | |||
Risk-free interest rate | 0.28% | |||
Expected volatility | 39.50% | |||
Decrease In Investments | $ 1,000 | |||
Employee Stock Bases Awards Diluted Equity Interest | 43.40% | |||
Summer Bio [Member] | Series A Preferred Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of Discount Due to Lack of Marketability | 14.40% | |||
Shares Issued, Price Per Share | $ 0.375 | |||
Selling, General and Administrative Expenses [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Advertising expense | $ 200 | $ 100 | ||
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Uber Elevate [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 79.00% | |||
United States [Member] | Credit Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration risk, percentage | 6.00% | 89.00% | ||
Common Stock [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Lock-up and transfer of Common Shares | 17,130,000 | |||
Public Warrants | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warrants issued to sponsor | 17,250,000 | |||
Private Placement Warrants | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Warrants issued to sponsor | 11,533,333 | |||
Common Stock Warrants [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Class of warrants exercise price per share | $ 11.50 | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 3 years | |||
Property, plant and equipment, useful life | 2 years | |||
Minimum [Member] | Summer Bio [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of allocation option | 19.20% | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful lives | 5 years | |||
Property, plant and equipment, useful life | 10 years | |||
Maximum [Member] | Summer Bio [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Percentage of allocation option | 100.00% |
Reverse Recapitalization - Addi
Reverse Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Document Document And Entity Information [Line Items] | ||
Common stock, shares, issued | 604,174,329 | 122,058,940 |
Merger [Member] | ||
Document Document And Entity Information [Line Items] | ||
Sale of Stock, Transaction Date | Aug. 10, 2021 | |
Redemption of RTP public shareholders | $ 424,200 | |
Intangible assets including goodwill | 0 | |
Reimbursement Of Merger Related Expense | 33,300 | |
Transaction costs | 50,400 | |
Transaction expenses related to merger | 9,100 | |
Merger [Member] | Additional Paid-In Capital [Member] | ||
Document Document And Entity Information [Line Items] | ||
Transaction costs | $ 41,300 | |
Sponsor Agreement [Member] | Share-based Payment Arrangement, Tranche One | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | $ 12 | |
Sponsor Agreement [Member] | Share-based Payment Arrangement, Tranche Two | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | 18 | |
Sponsor Agreement [Member] | Share-based Payment Arrangement, Tranche Three | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | 24 | |
Sponsor Agreement [Member] | Share Based Compensation Award Tranche Four | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | 32 | |
Sponsor Agreement [Member] | Share Based Compensation Award Tranche Five | ||
Document Document And Entity Information [Line Items] | ||
Weighted average price per share | $ 50 | |
Sponsor Agreement [Member] | Earnout Shares [Member] | ||
Document Document And Entity Information [Line Items] | ||
Number of consecutive trading days, vesting | 30 days | |
Number of trading days | 20 days | |
Forfeiture term of shares not yet vested | 10 years | |
Earnout shares vesting percentage | 20.00% | |
Sponsor Agreement [Member] | Merger [Member] | Earnout Shares [Member] | ||
Document Document And Entity Information [Line Items] | ||
Common stock, shares, issued | 17,130,000 | |
New Pipe Investors [Member] | Merger [Member] | ||
Document Document And Entity Information [Line Items] | ||
Common stock, shares, issued | 127,333,290 | |
Proceeds from Contributed Capital | $ 1,067,900 | |
Cash | 232,900 | |
Proceeds from PIPE Financing | $ 835,000 | |
New Pipe Investors [Member] | Subscription Agreement [Member] | Merger [Member] | ||
Document Document And Entity Information [Line Items] | ||
Sale of stock | 83,500,000 | |
Sale price per share | $ 10 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | $ 343,249 | $ 368,587 |
Term Deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 40,069 | |
Asset Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 69,496 | 52,022 |
Government Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 47,308 | 57,829 |
Corporate Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 186,376 | 258,736 |
Fair Value Measurements Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 343,249 | |
Marketable debt securities | 368,587 | |
Total fair value of assets | 1,273,091 | 442,636 |
Earnout Shares Liability | 109,844 | |
Total fair value of liabilities | 154,746 | |
Fair Value Measurements Recurring [Member] | Common Stock Warrant Liabilities Public [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Common stock warrant liabilities | 26,910 | |
Fair Value Measurements Recurring [Member] | Common Stock Warrant Liabilities Private [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Common stock warrant liabilities | 17,992 | |
Fair Value Measurements Recurring [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 929,842 | 74,049 |
Fair Value Measurements Recurring [Member] | Cash Equivalents [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 929,842 | 74,049 |
Fair Value Measurements Recurring [Member] | Term Deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 40,069 | |
Fair Value Measurements Recurring [Member] | Asset Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 69,496 | 52,022 |
Fair Value Measurements Recurring [Member] | Government Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 47,308 | 57,829 |
Fair Value Measurements Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 186,376 | 258,736 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable debt securities | 0 | |
Total fair value of assets | 929,842 | 74,049 |
Total fair value of liabilities | 26,910 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Common Stock Warrant Liabilities Public [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Common stock warrant liabilities | 26,910 | |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 929,842 | 74,049 |
Fair Value Measurements Recurring [Member] | Level 1 [Member] | Cash Equivalents [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 929,842 | 74,049 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 343,249 | |
Marketable debt securities | 368,587 | |
Total fair value of assets | 343,249 | 368,587 |
Total fair value of liabilities | 17,992 | |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Common Stock Warrant Liabilities Private [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Common stock warrant liabilities | 17,992 | |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Term Deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 40,069 | |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Asset Backed Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 69,496 | 52,022 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Government Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 47,308 | 57,829 |
Fair Value Measurements Recurring [Member] | Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 186,376 | 258,736 |
Fair Value Measurements Recurring [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable debt securities | 0 | |
Total fair value of assets | $ 0 | |
Earnout Shares Liability | 109,844 | |
Total fair value of liabilities | $ 109,844 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Debt Securities, Available-for-sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | $ 343,474 | $ 368,266 |
Unrealized Gains | 321 | |
Unrealized Losses | (225) | 0 |
Recorded Basis | 343,249 | 368,587 |
Term Deposits [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 40,069 | |
Recorded Basis | 40,069 | |
Asset Backed Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 69,579 | 51,938 |
Unrealized Gains | 84 | |
Unrealized Losses | (83) | 0 |
Recorded Basis | 69,496 | 52,022 |
Government Debt Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 47,355 | 57,826 |
Unrealized Gains | 3 | |
Unrealized Losses | (47) | 0 |
Recorded Basis | 47,308 | 57,829 |
Corporate Debt Securities [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Adjusted Basis | 186,471 | 258,502 |
Unrealized Gains | 234 | |
Unrealized Losses | (95) | 0 |
Recorded Basis | $ 186,376 | $ 258,736 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Financial assets or liabilities measured at fair value on a recurring basis | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Beginning Balance | $ 0 |
Earnout Shares Liability recognized upon the closing of the reverse recapitalization | 149,911 |
Change in fair value | (40,067) |
Ending Balance | 109,844 |
In-Q-Tel Warrant Liability | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Beginning Balance | 0 |
Initial fair value of the In-Q-Tel warrant liability | 602 |
Earnout Shares Liability recognized upon the closing of the reverse recapitalization | 0 |
Change in fair value | 89 |
Extinguishment of Legacy Joby In-Q-Tel warrant liability to common stock upon the reverse recapitalization | (691) |
Ending Balance | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 21, 2021 | Apr. 06, 2021 | Jan. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 10,757 | $ 0 | |||
Research and Development in Process | 5,030 | 0 | |||
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 2,800 | ||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Current Assets | 1,200 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 100 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||
Income tax benefit | (10,537) | $ 31 | |||
Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Discount rate | 25 | ||||
developed technology member | |||||
Business Acquisition [Line Items] | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 1,700 | ||||
Uber CPN [Member] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||
Measurement Period Adjustment Increase in Deferred Tax Liability | $ 16,700 | ||||
Series C Redeemable Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, acquisitions | 2,677,200 | 8,924,009 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, acquisitions | 340,000 | ||||
Share-based compensation arrangement award vesting period | 6 years | ||||
Uber Elevate [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, share price | $ 8.70 | ||||
Business combination, consideration transferred | $ 77,600 | ||||
Non cash compensation expense | 5,000 | $ 5,000 | |||
Debt conversion converted instrument amount | $ 75,000 | ||||
Derivative, Fixed Interest Rate | 5.00% | ||||
Debt converted into common stock | 7,716,780 | ||||
Accrued and unpaid interest on the debt | $ 2,200 | ||||
Estimated fair value of Uber Elevate | $ 20,000 | ||||
Business Combination Fair Return On Investments | 35.00% | ||||
Decrease in preliminary value percentage of intangible assets | 23 | ||||
Preliminary value percentage of intangible assets | 37 | ||||
Estimated fair value of contractual agreement asset | $ 49,500 | ||||
Goodwill | 10,800 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments [Abstract] | |||||
Measurement Period Adjustment Increase in Goodwill | 5,800 | ||||
Measurement Period Adjustment Increase in Deferred Tax Assets | 6,200 | ||||
Increase in contractual asset | 4,700 | ||||
Income tax benefit | 10,500 | ||||
Uber Elevate [Member] | Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Estimated fair value of contractual agreement asset | 49,500 | ||||
Uber Elevate [Member] | Uber CPN [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt conversion converted instrument amount | $ 75,000 | ||||
Derivative, Fixed Interest Rate | 5.00% | ||||
Net redemptions of public stockholders | $ 500 | ||||
Uber Elevate [Member] | Uber CPN [Member] | Maximum | |||||
Business Acquisition [Line Items] | |||||
Debt Instrument Fair Value | $ 74,500 | ||||
Uber Elevate [Member] | Research And Development Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Non cash compensation expense | 4,600 | ||||
Uber Elevate [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Non cash compensation expense | $ 400 | ||||
Uber Elevate [Member] | Series C Redeemable Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Stock issued during period, shares, acquisitions | 8,924,009 | ||||
Business combination, share price | $ 8.70 | ||||
Debt instrument, term | 2 years | ||||
Uber Elevate [Member] | Series C Redeemable Convertible Preferred Stock | Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 2,800 | $ 5,000 | |||
Fair value of aggregate with business acquisitions | 23,900 | ||||
Share based compensation | 23,900 | ||||
Uber Elevate [Member] | Restricted Stock Units (RSUs) [Member] | Contractual Agreement Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of aggregate with business acquisitions | $ 2,400 | ||||
Share based compensation | $ 2,400 | ||||
Uber Elevate [Member] | Restricted Stock Units (RSUs) [Member] | Series C Redeemable Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Share-based compensation arrangement award vesting period | 6 years | ||||
First Acquisition | |||||
Business Acquisition [Line Items] | |||||
Research and Development in Process | $ 5,000 | ||||
First Acquisition | Contractual Agreement Assets [Member] | Acquired Current Liabilities [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment to acquire research and development of assets in process | $ 100 | ||||
First Acquisition | Contractual Agreement Assets [Member] | Acquired Current Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Payment to acquire research and development of assets in process | 100 | ||||
First Acquisition | Research And Development Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 5,000 |
Acquisitions - Schedule Of Allo
Acquisitions - Schedule Of Allocation Of Business Combination Consideration Between Acquiree And Contractual Agreement Asset (Details) - Uber Elevate [Member] - USD ($) $ in Thousands | Jan. 11, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Total consideration | $ 77,600 | |
Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Series C redeemable convertible preferred stock (8,924,009 shares at $8.70 per share fair value) | $ 77,619 | |
Less: premium on Uber CPN | (465) | |
Total consideration | 77,154 | |
Consideration allocated to contractual agreements asset and related deferred tax liability | (42,938) | |
Consideration allocated to Uber Elevate | $ 34,216 |
Acquisitions - Schedule Of Al_2
Acquisitions - Schedule Of Allocation Of Business Combination Consideration Between Acquiree And Contractual Agreement Asset (Parenthetical) (Details) - $ / shares | Apr. 06, 2021 | Jan. 11, 2021 | Dec. 31, 2021 |
Series C Redeemable Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Stock issued during period, shares, acquisitions | 2,677,200 | 8,924,009 | |
Uber Elevate [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, share price | $ 8.70 | ||
Uber Elevate [Member] | Series C Redeemable Convertible Preferred Stock | |||
Business Acquisition [Line Items] | |||
Stock issued during period, shares, acquisitions | 8,924,009 | ||
Business combination, share price | $ 8.70 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Assumed In Business Combination (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 2,800 |
Uber Elevate [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired, goodwill, and liabilities assumed, net | 34,216 |
Uber Elevate [Member] | Goodwill | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 10,757 |
Uber Elevate [Member] | Automation platform software technology | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 7,200 |
Uber Elevate [Member] | Multimodal software technology | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 4,900 |
Uber Elevate [Member] | Simulation software technology | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 4,600 |
Uber Elevate [Member] | Property and Equipment [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 630 |
Uber Elevate [Member] | Deferred Tax Asset [Member] | |
Business Acquisition [Line Items] | |
Business combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 6,129 |
Balance sheet Components - Summ
Balance sheet Components - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 79,238 | $ 48,261 |
Accumulated depreciation and amortization | (26,083) | (14,135) |
Property and equipment, net | 53,155 | 34,126 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 45,501 | 29,229 |
Computer Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 8,410 | 5,992 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 9,364 | 5,724 |
Molds and Tooling [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 8,052 | 3,269 |
Vehicles And Aircraft [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,198 | 211 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 319 | 95 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 6,394 | $ 3,741 |
Balance sheet Components - Addi
Balance sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Depletion and Amortization, Nonproduction [Abstract] | ||
Depreciation and amortization expense | $ 12,100 | $ 7,400 |
Amortization of Intangible Assets | $ 3,800 | $ 0 |
Weighted-average amortization period of intangible assets | 3 years 6 months 25 days |
Balance sheet Components - Sche
Balance sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | $ 18,355 | $ 0 |
Accumulated amortization | (3,843) | 0 |
Intangible assets, net | 14,512 | 0 |
Automation Platform Software | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 7,200 | 0 |
Multimodal software technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 4,900 | 0 |
System Simulation Software Technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | 4,600 | 0 |
Other Intangibles [Member] | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite Lived Intangible Assets Gross | $ 1,655 | $ 0 |
Balance sheet Components - Sc_2
Balance sheet Components - Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
2022 | $ 4,394 | |
2023 | 4,394 | |
2024 | 3,558 | |
2025 | 2,166 | |
Intangible assets, net | $ 14,512 | $ 0 |
Balance sheet Components - Su_2
Balance sheet Components - Summary Of Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid equipment | $ 2,923 | $ 1,352 |
Prepaid software | 4,494 | 1,076 |
Prepaid taxes | 1,332 | 243 |
Prepaid insurance | 8,031 | 156 |
Other | 636 | 205 |
Total | $ 17,416 | $ 3,032 |
Balance sheet Components - Sc_3
Balance sheet Components - Schedule of Other Non-Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other non-current assets | $ 70,321 | $ 262 |
Contractual Agreement Assets [Member] | ||
Other non-current assets | 59,611 | 0 |
Long Term Prepaid Insurance [Member] | ||
Other non-current assets | 10,511 | 0 |
Other Non-current Assets | ||
Other non-current assets | $ 199 | $ 262 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | Jan. 11, 2021 | Dec. 31, 2021 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Long Term Debt Term | 6 years | |||||
Uber Elevate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 75 | |||||
Derivative, Fixed Interest Rate | 5.00% | |||||
Debt conversion converted instrument amount | $ 75 | |||||
Debt converted into common stock | 7,716,780 | |||||
Accrued and unpaid interest on the debt | $ 2.2 | |||||
Tenant Improvement Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument face value | $ 1.6 | |||||
Loans and Leases Receivable, Loans in Process | $ 1.1 | $ 1.1 | $ 1.1 | $ 0.5 | ||
Period Within Which The Loan Is Repayable InCase Of Termination | 30 days | |||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.00% | |||||
Average effective interest rate | 8.10% |
Debt (Details)
Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 265 |
2023 | 287 |
2024 | 310 |
2025 and thereafter | 85 |
Total payable amount | 947 |
Less: current portion of tenant improvement loan | (265) |
Noncurrent portion of tenant improvement loan, net | $ 682 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor Lease Description [Line Items] | ||
Operating Leases, Rent Expense | $ 5.7 | $ 4.7 |
Gross book value under capital lease agreement | 0.9 | |
Capital Lease One [Member] | ||
Lessor Lease Description [Line Items] | ||
Gross book value under capital lease agreement | 4.1 | |
Accumulated depreciation for equipment | $ 1.1 | $ 0.7 |
Minimum [Member] | Capital Lease One [Member] | ||
Lessor Lease Description [Line Items] | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.95% | |
Maximum [Member] | Capital Lease One [Member] | ||
Lessor Lease Description [Line Items] | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 22.10% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments under Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 5,543 |
2023 | 4,315 |
2024 | 3,517 |
2025 | 718 |
2026 | 654 |
2027 and thereafter | 3,136 |
Total minimum future lease payments, operating leases | $ 17,883 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Rental Payments under Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 771 | |
2023 | 248 | |
2024 | 183 | |
2025 | 110 | |
2026 | 98 | |
2027 and thereafter | 33 | |
Total payments | 1,443 | |
Less current portion | (771) | $ (792) |
Noncurrent portion | $ 672 | $ 661 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Temporary Equity [Line Items] | |||
Preferred stock terms of conversion | The conversion prices are also subject to adjustment upon issuance of additional common stock for a consideration per share less than the applicable conversion price of a series of convertible preferred stock. In addition, each share of redeemable convertible preferred stock will automatically be converted into shares of common stock either (i) upon the completion of a public offering provided the public offering price is not less than $5.6029 per share, as adjusted, aggregate gross proceeds are greater than $100,000,000 and the common stock is listed on the Nasdaq Stock Market or New York Stock Exchange (ii) upon written consent of the holders of at least 60% of the preferred stock outstanding. | ||
Percentage of preferred stock outstanding | 60.00% | ||
Preferred stock shares outstanding | 0 | 0 | |
Redeemable Preferred stock outstanding | 0 | 332,764,215 | |
Aggregate gross proceeds | 100,000,000 | ||
Creation of debt | $ 20,000,000 | ||
Series Seed 1 Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Public offering price | $ 0.1784 | ||
Preferred stock shares outstanding | 24,564,094 | ||
Redeemable Preferred stock outstanding | 24,030,035 | ||
Series Seed 2 Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Public offering price | $ 0.1784 | ||
Preferred stock shares outstanding | 24,564,094 | ||
Redeemable Preferred stock outstanding | 42,519,688 | ||
Series A Redeemable Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Public offering price | $ 0.2197 | ||
Redeemable Stock Outstanding Threshold Voting Provision | 24,200,374 | ||
Redeemable Preferred stock outstanding | 74,048,845 | ||
Series B redeemable convertible preferred stock | |||
Temporary Equity [Line Items] | |||
Public offering price | $ 1.2838 | ||
Redeemable Stock Outstanding Threshold Voting Provision | 24,200,374 | ||
Redeemable Preferred stock outstanding | 77,594,404 | ||
Series C Redeemable Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Public offering price | $ 5.6029 | ||
Percentage of preferred stock outstanding | 60.00% | ||
Redeemable Stock Outstanding Threshold Voting Provision | 41,486,356 | ||
Redeemable Preferred stock outstanding | 41,486,356 | 114,571,243 | |
Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Preferred stock dividend rate | 8.00% | ||
Percentage of preferred stock outstanding | 60.00% | ||
Redeemable Stock Outstanding Threshold Protective Provision | 103,715,890 | ||
Redeemable Preferred stock outstanding | 0 | 332,764,215 | 320,181,375 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Summary of Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | |||
Shares Authorized | 0 | 364,736,032 | |
Shares Issued | 0 | 332,764,215 | |
Shares Outstanding | 0 | 332,764,215 | |
Original Issue Price | $ 0.0001 | $ 0.0001 | |
Aggregate Liquidation Preference | $ 769,679 | ||
Series Seed 1 Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 24,030,035 | ||
Shares Issued | 24,030,035 | ||
Shares Outstanding | 24,030,035 | ||
Original Issue Price | $ 0.1784 | ||
Aggregate Liquidation Preference | $ 4,287 | ||
Net Carrying Value | $ 4,287 | ||
Series Seed 2 Redeemable Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 42,519,688 | ||
Shares Issued | 42,519,688 | ||
Shares Outstanding | 42,519,688 | ||
Original Issue Price | $ 0.1784 | ||
Aggregate Liquidation Preference | $ 7,585 | ||
Net Carrying Value | $ 7,585 | ||
Series A Redeemable Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 74,048,845 | ||
Shares Issued | 74,048,845 | ||
Shares Outstanding | 74,048,845 | ||
Original Issue Price | $ 0.2197 | ||
Aggregate Liquidation Preference | $ 16,265 | ||
Net Carrying Value | $ 16,040 | ||
Series B redeemable convertible preferred stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 78,314,959 | ||
Shares Issued | 77,594,404 | ||
Shares Outstanding | 77,594,404 | ||
Original Issue Price | $ 1.2838 | ||
Aggregate Liquidation Preference | $ 99,615 | ||
Net Carrying Value | $ 99,398 | ||
Series C Redeemable Convertible Preferred Stock | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 145,822,505 | ||
Shares Issued | 114,571,243 | ||
Shares Outstanding | 41,486,356 | 114,571,243 | |
Original Issue Price | $ 5.6029 | ||
Aggregate Liquidation Preference | $ 641,927 | ||
Net Carrying Value | $ 641,002 | ||
Redeemable Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Shares Authorized | 364,736,032 | ||
Shares Issued | 332,764,215 | ||
Shares Outstanding | 0 | 332,764,215 | 320,181,375 |
Aggregate Liquidation Preference | $ 769,679 | ||
Net Carrying Value | $ 768,312 |
Stock Warrants and Earnout Sh_3
Stock Warrants and Earnout Shares - Additional Information (Details) | Aug. 10, 2021USD ($) | Mar. 19, 2021USD ($)yr$ / sharesshares | Mar. 19, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | May 31, 2018$ / sharesshares | Mar. 31, 2017$ / sharesshares |
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 539,675 | |||||
Change in the fair value of the earnout shares liability | $ 40,100,000 | |||||
Fair Value of Earn Out Shares | $ 149,900,000 | |||||
Private Placement Warrants | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Fair value warrants liability | 21,900,000 | |||||
Gain (loss) in fair value warrants liability | 3,900,000 | |||||
Public Warrants | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Fair value warrants liability | $ 32,800,000 | |||||
Gain (loss) in fair value warrants liability | $ 5,900,000 | |||||
Earnout Shares [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Warrants and Rights Outstanding, Term | 10 years | |||||
Percentage of shares held for sale | 20.00% | |||||
Number of trading days | 30 days | |||||
Earnout Shares Vested | shares | 0 | |||||
Earnout Shares [Member] | Minimum [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Number of trading days | 20 days | |||||
Earnout Shares [Member] | Tranche One [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Weighted average price per share | $ / shares | $ 12 | |||||
Earnout Shares [Member] | Tranche Two [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Weighted average price per share | $ / shares | 18 | |||||
Earnout Shares [Member] | Tranche Three [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Weighted average price per share | $ / shares | 24 | |||||
Earnout Shares [Member] | Tranche Four [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Weighted average price per share | $ / shares | 32 | |||||
Earnout Shares [Member] | Tranche Five [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Weighted average price per share | $ / shares | $ 50 | |||||
Legacy Jobys | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Stock issued during period for warrants, shares | shares | 752,732 | |||||
Redeemable Convertible Preferred Stock [Member] | Legacy Jobys | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Class of warrants exercise price per share | $ / shares | $ 0.0029 | $ 0.0029 | ||||
Redeemable Preferred Stock, Fair Value Disclosure | $ 600,000 | $ 600,000 | ||||
Exchange ratio | 3.4572% | 3.4572% | ||||
Measurement Input, Share Price [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 8,770 | 8,770 | ||||
Warrants Issued In March Two Thousand And Seventeen [Member] | Redeemable Convertible Preferred Stock [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Class of warrants exercise price per share | $ / shares | $ 0.194 | $ 0.029 | ||||
Warrants Issued In March Two Thousand And Eighteen [Member] | Warrants Issued In Connection With Convertible Notes [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights | shares | 218,840 | |||||
InQ Tel [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Amount received from In-Q-Tel | $ 1,000,000 | $ 1,000,000 | ||||
Class of warrants exercise price per share | $ / shares | $ 0.0029 | $ 0.0029 | ||||
Warrants and Rights Outstanding, Term | 10 years | 10 years | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 600,000 | $ 600,000 | ||||
Government Grants | $ 1,000,000 | |||||
InQ Tel [Member] | Measurement Input, Price Volatility [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 60.2 | 60.2 | ||||
InQ Tel [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.07 | 0.07 | ||||
InQ Tel [Member] | Measurement Input, Expected Term [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Weighted average expected term | yr | 1.1 | |||||
InQ Tel [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||||
InQ Tel [Member] | Series C preferred stock | ||||||
Redeemable Convertible Preferred Stock Warrants [Line Items] | ||||||
Number of warrants issued for preferred stock conversion | shares | 68,649 | 68,649 |
Stock Warrants and Earnout Sh_4
Stock Warrants and Earnout Shares - Schedule of Assumptions Used to Estimate Fair Value of Earnout Shares Liability (Details) | Aug. 10, 2021 | Dec. 31, 2021 |
Warrants and Rights Note Disclosure [Abstract] | ||
Expected volatility | 62.20% | 72.10% |
Risk-free interest rate | 1.36% | 1.51% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 10 years | 9 years 7 months 9 days |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 1,400,000,000 | 517,865,383 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares authorized | 100,000,000 | 0 | ||
Common Stock, Dividends, Per Share, Declared | $ 0 | $ 0 | ||
Common Stock Shares Issued | 604,174,329 | 122,058,940 | ||
Common stock, shares, outstanding | 604,174,329 | 122,058,940 | ||
Restricted stock shares weighted average repurchase price per share | $ 0.10 | $ 0.11 | ||
Joby Holdings Reorganization | ||||
Class Of Stock [Line Items] | ||||
Common Stock Cancelled and Retired | 98,802,553 | |||
Aggregate Common Stock Shares Issued | 98,357,200 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 445,353 | |||
Common Stock Shares Issued | 445,353 | 101,581,936 | ||
Common stock, shares, outstanding | 445,353 | |||
Shares to be repurchased price per share | $ 0.02 | |||
Restricted Stock [Member] | Restricted Stock Purchase Agreements [Member] | ||||
Class Of Stock [Line Items] | ||||
Stock Repurchase Period | 10 years | |||
Stock issued during the period shares restricted stock awards | 829,727 | |||
Restricted stock shares subject to repurchase | 464,129 | 484,871 | ||
Restricted stock shares weighted average repurchase price per share | $ 0.029 | |||
Share repurchase liability current | $ 0.1 | |||
Amended And Restated Certificate of Incorporation [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Common stock, shares authorized | 1,400,000,000 | |||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock shares authorized | 100,000,000 |
Common Stock - Schedule Of Comm
Common Stock - Schedule Of Common Stock Shares Reserved For Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 127,333,646 | 358,598,721 |
Stock options and RSUs outstanding under 2016 Stock Plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 21,252,552 | 24,576,859 |
Unvested RSU's under 2016 Stock Plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 10,032,871 | 0 |
Remaining shares available for future issuance under the 2016 plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 0 | 499,132 |
Remaining shares available for future issuance under the 2021 plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 67,264,890 | 0 |
Redeemable Convertible Preferred Stock [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 0 | 332,764,215 |
Common stock warrants [Member] | ||
Class Of Stock [Line Items] | ||
Common stock, Capital shares reserved for future issuance | 28,783,333 | 758,515 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2021 | Nov. 30, 2016 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased | 6,918,483 | 10,007,107 | |||||
Repurchase price per share | $ 0.10 | $ 0.11 | |||||
Shares, available for grant | 499,133 | 499,133 | 2,822,165 | ||||
Early exercised stock option liabilities | $ 700 | $ 1,200 | |||||
Intrinsic value of options exercised | $ 51,089 | ||||||
Weighted average exercise price per share | $ 0.61 | ||||||
Repurchase per share | $ 0.0001 | $ 0.0001 | |||||
Total stock-based compensation expense | $ 26,932 | $ 7,185 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Contractual term of the grants upon issuance | 10 years | ||||||
Share-based compensation arrangement award vesting period | 6 years | ||||||
Other Stock Based Awards [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased | 2,022,460 | 2,359,536 | |||||
Repurchase price per share | $ 0.1 | ||||||
Shares Available Granted | 3,370,766 | ||||||
Early exercised stock option liabilities | $ 100 | ||||||
Shares Repurchased | 2,454,105 | ||||||
Other Stock Based Awards [Member] | Series C preferred stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Payments for advisory services shares | 2,677,201 | ||||||
2016 Stock Option and Grant Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted average grant date fair value of options granted | $ 9.16 | $ 4.14 | |||||
Total grant date fair value of options vested | $ 13,300 | $ 6,200 | |||||
Intrinsic value of options exercised | $ 20,100 | $ 3,100 | |||||
Options vested | 6,475,927 | 3,940,509 | |||||
Weighted average exercise price per share | $ 0.48 | $ 0.32 | |||||
Weighted average remaining contractual life | 7 years 5 months 8 days | 8 years 6 months 18 days | |||||
Compensation cost | $ 120,400 | ||||||
Weighted average remaining requisite service period | 4 years 10 months 2 days | ||||||
2016 Stock Option and Grant Plan [Member] | Incentive Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Contractual term of options | 10 years | ||||||
Award cliff off period | 1 year | ||||||
Share-based compensation arrangement award vesting period | 6 years | ||||||
2016 Stock Option and Grant Plan [Member] | Grantee Owns Ten Percent of Voting Rights [Member] | Incentive Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Contractual term of options | 5 years | ||||||
Percentage of shareholding by grantee | 10.00% | ||||||
Purchase price of common stock expressed as a percentage of its fair value | 110.00% | ||||||
Percentage of stockholders to exercise price of option granted | 10.00% | ||||||
Former Parent Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Repurchase per share | $ 0.01 | $ 0.01 | |||||
Total stock-based compensation expense | $ 100 | $ 100 | |||||
Total grant date fair value of options vested | $ 100 | $ 100 | |||||
Former Parent Plan [Member] | Share-based Payment Arrangement [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased | 0 | 2,104,345 | |||||
2021 Equity Incentive Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares, available for grant | 67,264,890 | ||||||
Percentage Of Share Outstanding | 4.00% | ||||||
2021 Employee Stock Purchase Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Purchase price of common stock expressed as a percentage of its fair value | 85.00% | ||||||
Shares, available for grant | 6,653,530 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | a number of shares of common stock equal to half percent (0.5%) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Options Available for Grant, Beginning Balance | 499,133 | 2,822,165 | |
Options Available for Grant, Additional shares authorized | 9,273,082 | ||
Options Available for Grant, Options canceled and forfeited | 2,632,413 | ||
Options Available for Grant, Repurchases | 75,633 | ||
Options Available for Grant, Options granted | (14,304,160) | ||
Options Available for Grant, Ending Balance | 499,133 | 499,133 | 2,822,165 |
Number of Options, Beginning Balance | 24,576,860 | 13,613,627 | |
Number of Options, Options canceled and forfeited | (1,334,118) | (2,632,413) | |
Number of Options, Options granted | 445,353 | 14,304,160 | |
Number of Options, Options exercised | (2,435,543) | (708,514) | |
Number of Options, Ending Balance | 21,252,552 | 24,576,860 | 13,613,627 |
Number of Options, Vested and expected to vest | 21,252,552 | ||
Number of Options, Shares exercisable (vested and unvested) | 7,642,374 | ||
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 0.66 | $ 0.20 | |
Weighted- Average Exercise Price Per Share, Options canceled and forfeited | 0.82 | 0.26 | |
Weighted- Average Exercise Price Per Share, Options granted | 0.01 | 1.02 | |
Weighted- Average Exercise Price Per Share, Options exercised | 0.49 | 0.54 | |
Weighted- Average Exercise Price Per Share, Ending Balance | 0.66 | $ 0.66 | $ 0.20 |
Weighted- Average Exercise Price Per Share, Vested and expected to vest | 0.66 | ||
Weighted average exercise price per share, Shares exercisable (vested and unvested) | $ 0.61 | ||
Weighted-average remaining contractual term, Balances | 7 years 11 months 12 days | 9 years 21 days | 9 years 4 months 13 days |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 7 years 11 months 12 days | ||
Weighted Average Remaining Contractual Term, Shares exercisable (vested and unvested) | 7 years 7 months 6 days | ||
Aggregate Intrinsic Value, Beginning Balance | $ 187,460 | $ 28,762 | |
Aggregate Intrinsic Value, Ending Balance | 141,137 | $ 187,460 | $ 28,762 |
Aggregate Intrinsic Value, Vested and expected to vest | 141,137 | ||
Shares exercisable (vested and unvested) | $ 51,089 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] - 2016 Stock Option and Grant Plan [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance | shares | 0 |
Number of Options, Granted | shares | 10,603,232 |
Number of Options, Vested | shares | (26,634) |
Number of Options, Forfeited | shares | (543,727) |
Ending Balance | shares | 10,032,871 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 0 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 8.60 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 8.30 |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ / shares | 8.50 |
Weighted-Average Grant Date Fair Value Per Share, Ending Balances | $ / shares | $ 8.60 |
Aggregate Intrinsic Value, Balances | $ | $ 73,240 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Activity and the Total Number of Shares Available for Grant (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | (445,353) | (14,304,160) |
2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Beginning Balance | 499,133 | 2,822,165 |
Authorized | 11,063,028 | 9,273,082 |
Options canceled and forfeited | 2,632,413 | |
Repurchases | 75,633 | |
Options granted | (14,304,160) | |
Shares Repurchased | 138,291 | |
Termination of 2016 Plan reserve | (1,800,127) | |
Ending Balance | 0 | 499,133 |
Restricted Stock Units (RSUs) [Member] | 2016 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | (11,048,584) | |
Number of Options, Forfeited | 1,148,259 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Option Activity Under the Former Parent Plant (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 24,576,860 | 13,613,627 | |
Number of Options, Options exercised | (2,435,543) | (708,514) | |
Number of Options, Ending Balance | 21,252,552 | 24,576,860 | 13,613,627 |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 0.66 | $ 0.20 | |
Weighted- Average Exercise Price Per Share, Options exercised | 0.49 | 0.54 | |
Weighted- Average Exercise Price Per Share, Ending Balance | $ 0.66 | $ 0.66 | $ 0.20 |
Weighted-average remaining contractual term (years), Outstanding | 7 years 11 months 12 days | 9 years 21 days | 9 years 4 months 13 days |
Aggregate Intrinsic Value, Beginning Balance | $ 187,460 | $ 28,762 | |
Aggregate Intrinsic Value, Ending Balance | $ 141,137 | $ 187,460 | $ 28,762 |
Former Parent Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Beginning Balance | 3,472,916 | 3,530,662 | |
Number of Options, Options exercised | (878,131) | (57,746) | |
Number of Options, Cancelation of vested options upon reorganization | (445,353) | ||
Number of Options, Cancelation of unvested options upon reorganization | (2,149,432) | ||
Number of Options, Ending Balance | 3,472,916 | 3,530,662 | |
Weighted- Average Exercise Price Per Share, Beginning Balance | $ 0.01 | $ 0.01 | |
Weighted- Average Exercise Price Per Share, Options exercised | 0.01 | 0.01 | |
Weighted- Average Exercise Price Per Share, Cancelation of vested options upon reorganization | 0.01 | ||
Weighted- Average Exercise Price Per Share, Cancelation of unvested options upon reorganization | $ 0.01 | ||
Weighted- Average Exercise Price Per Share, Ending Balance | $ 0.01 | $ 0.01 | |
Weighted-average remaining contractual term (years), Outstanding | 4 years 4 months 13 days | 5 years 4 months 13 days | |
Aggregate Intrinsic Value, Beginning Balance | $ 28,770 | $ 8,150 | |
Aggregate Intrinsic Value, Ending Balance | $ 28,770 | $ 8,150 |
Stock -Based Compensation - Sch
Stock -Based Compensation - Schedule of Fair Value of Stock Options Grants (Details) | Aug. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 10 years | 9 years 7 months 9 days | |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, Minimum | 49.90% | ||
Expected term (in years) | 5 years | ||
Risk free interest rate, Minimum | 1.30% | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, Maximum | 73.50% | ||
Expected term (in years) | 6 years 7 months 6 days | ||
Risk free interest rate, Maximum | 1.40% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 26,932 | $ 7,185 |
Research And Development Expense [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 19,426 | 6,130 |
Selling, General and Administrative Expenses [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 7,506 | $ 1,055 |
Income Taxes - Schedule of the
Income Taxes - Schedule of the Components of Loss Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (184,183) | $ (114,010) |
International | (6,678) | (123) |
Loss before income taxes | $ (190,861) | $ (114,133) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 1 | 24 |
Foreign | 6 | 7 |
Total current provision | 7 | 31 |
Deferred | ||
Federal | (7,917) | 0 |
State | (2,627) | 0 |
Total deferred benefit | (10,544) | 0 |
Total provision (benefit) | $ (10,537) | $ 31 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | (21.00%) | (21.00%) |
State taxes, net of federal benefit | (7.30%) | (6.70%) |
Permanent differences | (0.10%) | 0.20% |
Change in valuation allowance | 27.90% | 32.50% |
Tax credits | (5.00%) | (5.00%) |
Effective income tax rate | (5.50%) | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 124,591 | $ 72,785 |
Research and development credits | 22,995 | 13,499 |
Accruals and reserves | 518 | 493 |
Property and equipment | 1,362 | 811 |
Stock-based compensation | 4,651 | 649 |
Goodwill | 3,819 | 0 |
Deferred Tax Assets, Other | 355 | 0 |
Total deferred tax assets | 158,291 | 88,237 |
Valuation allowance | (141,618) | (88,237) |
Net deferred tax assets | 16,673 | 0 |
Deferred tax liabilities | ||
Contractual agreement | (16,673) | 0 |
Total deferred tax liabilities | (16,673) | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of th_2
Income Taxes - Schedule of the Changes in the Gross Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of the year | $ 4,995 | $ 2,872 |
Increases related to prior year tax positions | 3,523 | 0 |
Decreases related to prior year tax positions | 0 | 0 |
Increases related to current year tax positions | 0 | 2,123 |
Unrecognized tax benefits, end of year | $ 8,518 | $ 4,995 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance increased | $ 53.4 | $ 37.1 |
Research And Development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credits carryforwards begin to expire | 2036 | 2036 |
Research And Development | California | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 16.3 | $ 9.5 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 448.9 | 261.4 |
Operating loss carryforwards, subject to expiration | $ 15.8 | $ 15.8 |
Operating loss carryforwards begin to expire | 2036 | 2036 |
Operating loss carryforwards end to expire | 2037 | 2037 |
Federal | Research And Development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 17.7 | $ 10.5 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 435 | $ 256 |
Operating loss carryforwards begin to expire | 2036 | 2036 |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 0.1 | $ 0.2 |
Internal Revenue Code | ||
Operating Loss Carryforwards [Line Items] | ||
Period of cumulative change in ownership | 3 years | |
Internal Revenue Code | Minimum | ||
Operating Loss Carryforwards [Line Items] | ||
Cumulative least change in ownership percentage | 5.00% | |
Cumulative change in ownership percentage | 50.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SummerBio [Member] | ||
Related Party Transaction [Line Items] | ||
Expenses and related payments | $ 1.6 | $ 0.1 |
Related Party Transaction Other Revenues From Transactions With Related Party | 0.2 | |
Due to Related Parties | 0.1 | 0.1 |
Due from related parties | 0.2 | |
Office Space And Certain Utilities And Maintenance Services [Member] | ||
Related Party Transaction [Line Items] | ||
Expenses and related payments | 1.3 | 1.5 |
Due to related party | $ 0.1 | $ 0.2 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (180,324) | $ (114,164) |
Denominator: | ||
Weighted-average shares outstanding | 294,851,732 | 103,946,993 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.61) | $ (1.10) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 86,237,536 | 368,040,469 |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 332,764,215 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 28,783,333 | 758,515 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,029,781 | 547,101 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,032,870 | 0 |
Unvested Early Exercised Common Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,454,354 | 9,393,779 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,807,198 | 24,576,859 |
Earnout Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,130,000 | 0 |