Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39524 | |
Entity Registrant Name | Joby Aviation, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1548118 | |
Entity Address, Address Line One | 333 Encinal Street | |
Entity Address, City or Town | Santa Cruz | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95060 | |
City Area Code | 831 | |
Local Phone Number | 201-6700 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 630,978,702 | |
Entity Central Index Key | 0001819848 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | JOBY | |
Security Exchange Name | NYSE | |
Common stock warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | JOBY WS | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 49,795 | $ 146,101 |
Short-term investments | 927,980 | 910,692 |
Total cash, cash equivalents and short-term investments | 977,775 | 1,056,793 |
Restricted cash | 2,235 | 3,204 |
Other receivables | 10,912 | 4,021 |
Prepaid expenses and other current assets | 22,218 | 20,160 |
Total current assets | 1,013,140 | 1,084,178 |
Property and equipment, net | 93,032 | 92,103 |
Operating lease right-of-use assets | 24,023 | 25,149 |
Restricted cash | 762 | 762 |
Intangible assets | 11,085 | 12,581 |
Goodwill | 14,011 | 14,011 |
Other non-current assets | 62,674 | 64,200 |
Total assets | 1,218,727 | 1,292,984 |
Current liabilities: | ||
Accounts payable | 3,927 | 7,710 |
Operating lease liabilities, current portion | 3,546 | 3,710 |
Accrued and other current liabilities | 22,844 | 18,783 |
Total current liabilities | 30,317 | 30,203 |
Operating lease liabilities, net of current portion | 22,684 | 23,613 |
Warrant liability | 37,814 | 28,783 |
Earnout shares liability | 57,094 | 44,055 |
Other non-current liabilities | 1,323 | 1,589 |
Total liabilities | 149,232 | 128,243 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock: $0.0001 par value - 100,000,000 shares authorized. No shares issued and outstanding. | 0 | 0 |
Common stock: $0.0001 par value - 1,400,000,000 shares authorized; 629,522,605 and 622,602,815 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively. | 61 | 61 |
Additional paid-in capital | 1,923,054 | 1,908,179 |
Accumulated deficit | (848,046) | (734,653) |
Accumulated other comprehensive loss | (5,574) | (8,846) |
Total stockholders’ equity | 1,069,495 | 1,164,741 |
Total liabilities and stockholders’ equity | $ 1,218,727 | $ 1,292,984 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock , par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares Issued (in shares) | 0 | 0 |
Preferred stock shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,400,000,000 | 1,400,000,000 |
Common stock, shares, issued (in shares) | 629,522,605 | 622,602,815 |
Common stock, shares outstanding (in shares) | 629,522,605 | 622,602,815 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development (including related party purchases of $128 and $644 for the three months ended March 31, 2023 and 2022, respectively.) | $ 75,518 | $ 72,071 |
Selling, general and administrative (including related party purchases of $24 and $161 for the three months ended March 31, 2023 and 2022, respectively.) | 24,198 | 22,272 |
Total operating expenses | 99,716 | 94,343 |
Loss from operations | (99,716) | (94,343) |
Interest and other income, net | 8,400 | 757 |
Income from equity method investment | 0 | 14,458 |
Gain (Loss) from change in fair value of warrants and earnout shares | (22,043) | 16,814 |
Total other income (loss), net | (13,643) | 32,029 |
Loss before income taxes | (113,359) | (62,314) |
Income tax expense | 34 | 5 |
Net loss | $ (113,393) | $ (62,319) |
Net loss per share, basic (in dollars per share) | $ (0.19) | $ (0.11) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.19) | $ (0.11) |
Weighted average number of shares outstanding, basic (in shares) | 605,184,671 | 579,090,606 |
Weighted average number of shares outstanding, diluted (in shares) | 605,184,671 | 579,090,606 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Research and development, related party purchases | $ 128 | $ 644 |
Selling, general and administrative, related party purchases | $ 24 | $ 161 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (113,393) | $ (62,319) |
Other comprehensive gain (loss): | ||
Unrealized gain (loss) on available-for-sale securities | 3,245 | (2,596) |
Foreign currency translation gain | 27 | 38 |
Total other comprehensive gain (loss) | 3,272 | (2,558) |
Comprehensive loss | $ (110,121) | $ (64,877) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance at Dec. 31, 2021 | $ 1,316,759 | $ 60 | $ 1,793,431 | $ (476,610) | $ (122) |
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 604,174,329 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (62,319) | (62,319) | |||
Stock-based compensation | 12,088 | 12,088 | |||
Issuance of common stock upon exercise of stock options (in shares) | 823,524 | ||||
Issuance of common stock upon exercise of stock options | 428 | 428 | |||
Issuance of common stock upon release of restricted stock units (in shares) | 851,557 | ||||
Vesting of early exercised stock options and common stock issued in private placement | 121 | 121 | |||
Stock withheld related to net share settlement (in shares) | (13,041) | ||||
Shares withheld related to net share settlement | (85) | (85) | |||
Other comprehensive loss | (2,558) | (2,558) | |||
Common stock, ending balance (in shares) at Mar. 31, 2022 | 605,836,369 | ||||
Ending balance at Mar. 31, 2022 | 1,264,434 | $ 60 | 1,805,983 | (538,929) | (2,680) |
Beginning balance at Dec. 31, 2022 | $ 1,164,741 | $ 61 | 1,908,179 | (734,653) | (8,846) |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 622,602,815 | 622,602,815 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ (113,393) | (113,393) | |||
Stock-based compensation | 14,157 | 14,157 | |||
Issuance of common stock upon exercise of stock options (in shares) | 945,803 | ||||
Issuance of common stock upon exercise of stock options | 614 | 614 | |||
Issuance of common stock upon release of restricted stock units (in shares) | 5,836,813 | ||||
Vesting of early exercised stock options and common stock issued in private placement | 104 | 104 | |||
Issuance of common stock in private placement (in shares) | 137,174 | ||||
Other comprehensive loss | $ 3,272 | 3,272 | |||
Common stock, ending balance (in shares) at Mar. 31, 2023 | 629,522,605 | 629,522,605 | |||
Ending balance at Mar. 31, 2023 | $ 1,069,495 | $ 61 | $ 1,923,054 | $ (848,046) | $ (5,574) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (113,393) | $ (62,319) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 7,067 | 5,212 |
Stock-based compensation expense | 17,258 | 19,429 |
Loss (Gain) from change in the fair value of warrants and earnout shares | 22,070 | (16,814) |
Income from equity method investment | 0 | (14,458) |
Net accretion and amortization of investments in marketable debt securities | (3,670) | 774 |
Changes in operating assets and liabilities | ||
Other receivables and prepaid expenses and other current assets | (8,517) | 418 |
Other non-current assets | 2,629 | 9,332 |
Accounts payable and accrued and other liabilities | (1,083) | (3,000) |
Non-current liabilities | (929) | 0 |
Net cash used in operating activities | (78,568) | (61,426) |
Cash flows from investing activities | ||
Purchase of marketable securities | (126,445) | (571,890) |
Proceeds from sales and maturities of marketable securities | 116,072 | 108,056 |
Purchases of property and equipment | (8,756) | (10,833) |
Acquisition, net of cash | 0 | (1,465) |
Net cash used in investing activities | (19,129) | (476,132) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in private placement | 50 | 0 |
Proceeds from the exercise of stock options | 612 | 342 |
Repayments of tenant improvement loan and obligations under finance and capital lease | (240) | (262) |
Net cash provided by financing activities | 422 | 80 |
Net change in cash, cash equivalents and restricted cash | (97,275) | (537,478) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 150,067 | 956,325 |
Cash, cash equivalents and restricted cash, at the end of the period | 52,792 | 418,847 |
Reconciliation of cash, cash equivalents and restricted cash to balance sheets | ||
Cash and cash equivalents | 49,795 | 417,116 |
Restricted cash | 2,997 | 1,731 |
Cash, cash equivalents and restricted cash | 52,792 | 418,847 |
Non-cash investing and financing activities | ||
Unpaid property and equipment purchases | 1,357 | 426 |
Property and equipment purchased through capital leases | $ 0 | $ 252 |
Company and Nature of Business
Company and Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company and Nature of Business | 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, quiet, fully-electric vertical takeoff and landing (“eVTOL”) aircraft to be used by the Company to deliver 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. In connection with the execution of the Merger Agreement, 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, shares of Common Stock (“PIPE Shares”), in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Condensed Consolidated Financial Statements are unaudited and 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 and cash flows for the periods presented. The Condensed Consolidated Financial Statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. There have been no changes to the Company’s significant accounting policies described in Note 2 “Summary of Significant Accounting Policies” to the audited Consolidated Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022, that have had a material impact on the Condensed Consolidated Financial Statements and related notes. Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in these accompanying interim Condensed Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2022. The results of operations presented in this quarterly report on Form 10-Q are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2023, any other interim periods, or any future year or period. In the opinion of management, these unaudited Condensed Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with remaining 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 March 31, 2023 and December 31, 2022, restricted cash primarily related to (i) approximately $2.2 million of cash temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller, in connection with the acquisition of an aerospace software engineering company in May 2022 (Note 4) and (ii) a security deposit for a lease obligation of approximately $0.8 million. Additionally, at December 31, 2022, restricted cash included collateral on a letter of credit associated with key equipment purchases of approximately $1.0 million which was settled during the three months ended March 31, 2023. Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 44.5% as of March 31, 2023 and December 31, 2022. In June 2022, SummerBio notified the Company of its decision to wind down testing operations and close the business, which SummerBio substantially completed by the end of December 2022. The Company recognized income of nil and $14.5 million for the three months ended March 31, 2023 and 2022, respectively, within income from equity method investment on the condensed consolidated statement of operations for its investment in SummerBio. New Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our condensed consolidated financial condition, results of operations, or cash flows. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the condensed 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 securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments. The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 7) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 7) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants. The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 7) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net in the condensed consolidated statements of operations. The following tables set 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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 16,016 $ — $ — $ 16,016 Cash equivalents $ 16,016 $ — $ — $ 16,016 Term deposits $ — $ 40,925 $ — $ 40,925 Asset backed securities — 54,250 — 54,250 Government debt securities — 444,229 — 444,229 Corporate debt securities — 388,576 — 388,576 Available-for-sale investments — 927,980 — 927,980 Total fair value of assets $ 16,016 $ 927,980 $ — $ 943,996 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 11,213 $ — $ — $ 11,213 Common stock warrant liabilities (Private Placement) — 7,497 — 7,497 Common stock warrant liabilities (Delta) — — 19,104 19,104 Warrant liabilities 11,213 7,497 19,104 37,814 Earnout Shares Liability — — 57,094 57,094 Total fair value of liabilities $ 11,213 $ 7,497 $ 76,198 $ 94,908 December 31, 2022 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 108,119 $ — $ — $ 108,119 Cash equivalents $ 108,119 $ — $ — $ 108,119 Term deposits $ — $ 40,709 $ — $ 40,709 Asset backed securities — 54,707 — 54,707 Government debt securities — 362,851 — 362,851 Corporate debt securities — 452,425 — 452,425 Available-for-sale investments — 910,692 — 910,692 Total fair value of assets $ 108,119 $ 910,692 $ — $ 1,018,811 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 8,318 $ — $ — $ 8,318 Common stock warrant liabilities (Private Placement) — 5,561 — 5,561 Common stock warrant liabilities (Delta) — — 14,903 14,903 Warrant liabilities 8,318 5,561 14,903 28,783 Earnout Shares Liability — — 44,055 44,055 Total fair value of liabilities $ 8,318 $ 5,561 $ 58,958 $ 72,838 The following is a summary of the Company’s available-for-sale securities (in thousands): March 31, 2023 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 40,925 $ — $ — $ — $ 40,925 Asset backed securities 54,505 — (255) — 54,250 Government debt securities 446,660 196 (2,627) — 444,229 Corporate debt securities 390,857 19 (2,300) — 388,576 Total $ 932,947 $ 215 $ (5,182) $ — $ 927,980 December 31, 2022 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 40,709 $ — $ — $ — $ 40,709 Asset backed securities 55,016 — (309) — 54,707 Government debt securities 367,324 — (4,473) — 362,851 Corporate debt securities 455,854 — (3,429) — 452,425 Total $ 918,903 $ — $ (8,211) $ — $ 910,692 There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the three months ended March 31, 2023 and 2022. The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands): Earnout Shares Liability Common Stock Warrant Liabilities Delta Fair value as of January 1, 2023 $ 44,055 $ 14,903 Change in fair value 13,039 4,201 Fair value as of March 31, 2023 $ 57,094 $ 19,104 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2022 Acquisitions On March 9, 2022, the Company completed the acquisition of an aerospace composite manufacturing company, whereby it acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $0.1 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . The purchase consideration of $1.5 million was allocated to the following: a $1.1 million in favorable lease assets, $0.4 million of acquired machinery and equipment, $0.1 million of acquired current assets, and $0.1 million of acquired current liabilities. On May 17, 2022, the Company completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash consideration of $7.2 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . Part of the cash consideration in an amount of $2.2 million was temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller. This retained amount is payable to the seller, net of indemnification claims, at the one-year anniversary of the acquisition. As of March 31, 2023, this retained amount of $2.2 million is presented as restricted cash on the Company’s condensed consolidated balance sheet, with a related corresponding amount in accrued and other liabilities, reflecting obligations to the seller. In relation to the acquisition, the Company issued 790,529 RSUs with an aggregate acquisition date value of approximately $4.5 million. The Company also paid $0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $0.2 million. The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date. The purchase consideration of $7.2 million was, preliminarily, allocated to $3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $2.5 million of total intangible assets comprising of $2.4 million of acquired customer relationships intangible asset and $0.1 million of acquired developed technology intangible asset, $1.5 million of acquired current assets, primarily consisting of cash and accounts receivable, $0.3 million of acquired fixed assets, and $0.4 million of acquired current liabilities. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized. In September 2022, the Company made certain measurement period adjustments, which included a working capital adjustment with the seller in accordance with the agreement terms, resulting in an increase to the purchase consideration of $0.1 million which was paid during the three months ended December 31, 2022. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): March 31, December 31, Equipment $ 67,485 $ 63,656 Buildings 21,384 21,384 Leasehold improvements 15,100 14,319 Computer software 11,598 10,920 Molds and tooling 10,793 10,298 Land 6,270 6,270 Vehicles and aircraft 1,597 1,582 Furniture and fixtures 690 682 Construction in-progress 6,465 6,094 Gross property and equipment 141,382 135,205 Accumulated depreciation and amortization (48,350) (43,102) Property and equipment, net $ 93,032 $ 92,103 Depreciation and amortization expense of property and equipment for the three months ended March 31, 2023 and 2022 was $5.5 million and $4.1 million, respectively. Vehicles and aircraft includes utility automobiles used at the Company’s various facilities and purchased aircraft to support the Company’s air operations and training. Intangible Assets, Net The intangible assets consist of the following (in thousands): March 31, December 31, Automation platform software $ 7,200 $ 7,200 Multimodal software technology 4,900 4,900 System simulation software technology 4,600 4,600 Other intangibles 5,328 5,328 Gross intangible assets 22,028 22,028 Accumulated amortization (10,943) (9,447) Intangible assets, net $ 11,085 $ 12,581 Amortization expense related to intangible assets for the three months ended March 31, 2023 and 2022 was $1.5 million and $1.1 million, respectively. As of March 31, 2023 the weighted-average amortization period of intangible assets was 2.1 years. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of March 31, 2023 (in thousands): Fiscal Year Amount 2023 (remainder) $ 4,537 2024 4,382 2025 2,166 $ 11,085 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid equipment $ 4,883 $ 4,525 Prepaid software 5,180 5,522 Prepaid taxes 2,048 1,273 Prepaid insurance 7,675 7,702 Other 2,432 1,138 Total $ 22,218 $ 20,160 Other non-current assets Other non-current assets consist of the following (in thousands): March 31, December 31, Contractual agreement asset $ 59,611 $ 59,611 Long term prepaid insurance 2,360 3,770 Other non-current assets 703 819 Total $ 62,674 $ 64,200 Accrued and other current liabilities Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Vendor related accruals $ 8,462 $ 7,508 Payroll accruals 9,778 5,992 Acquisition-related obligation accrual 2,167 2,167 Other accruals and current liabilities 2,437 3,116 Total $ 22,844 $ 18,783 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 Condensed 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 condensed consolidated results of operations in a given period. As of March 31, 2023, and December 31, 2022, 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 |
Stock Warrants and Earnout Shar
Stock Warrants and Earnout Shares | 3 Months Ended |
Mar. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Stock Warrants and Earnout Shares | Stock Warrants and Earnout Shares Private Placement and Public Warrants 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, Sponsor and RTP (“Sponsor Agreement”). During the three months ended March 31, 2023, no Common Stock Warrants were exercised. The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $21.9 million. For the three months ended March 31, 2023 and 2022, the Private Placement Warrant liability was remeasured to fair value as of March 31, 2023 and 2022, resulting in losses of $1.9 million and $1.0 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations. The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $32.8 million. For the three months ended March 31, 2023 and 2022, the public warrant liability was remeasured to fair value based upon the market price as of March 31, 2023 and 2022, resulting in losses of $2.9 million and $1.6 million, respectively, classified within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations. Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified release events. In accordance with ASC 815 Derivatives and Hedging , the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of total other income (loss), net in the condensed consolidated statements of operations. Under the vesting schedule, 20% of the Earnout Shares vest in tranches when the volume-weighted average price of the Company’s 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 ten years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. No Earnout Shares vested as of March 31, 2023. 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. During the three months ended March 31, 2023 and 2022, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $13.0 million and a gain of $19.4 million, respectively, included within the gain (loss) from change in fair value of warrants and earnout shares in the condensed consolidated statement of operations. Assumptions used in the valuation are as follows: March 31, 2023 December 31, 2022 Expected volatility 70.60 % 73.70 % Risk-free interest rate 3.52 % 3.92 % Dividend rate 0.00 % 0.00 % Expected term (years) 8.36 8.61 Delta Warrant In connection with the umbrella agreement that the Company entered with Delta Air Lines, Inc. (“Delta”) on October 7, 2022, the Company sold and issued to Delta, in private placement, 11,044,232 shares of the Company’s Common Stock, at the per-share purchase price of $5.4327, for an aggregate cash consideration of $60.0 million. In addition, the Company issued a warrant for Delta to purchase up to 12,833,333 shares of the Company's common stock in two tranches, subject to certain milestone achievement conditions (“Delta Warrant”). The first and the second tranches of the warrant permit Delta to purchase up to 7,000,000 and 5,833,333 shares of Common Stock at exercise prices of $10 and $12, respectively, starting from the date the applicable milestones are satisfied and ending on the ten year anniversary of the warrant issuance date. The number of shares and exercise price for both tranches is subject to value cap adjustment if the 30 day volume weighted average price per share of the Company’s stock exceeds 150% of each respective tranche’s exercise price, but disregarding any price increases occurring within 10 business days after a public announcement of the achievement of an applicable milestone, if any. The Company concluded that no assets or liabilities were transferred by either party beyond the Company’s issuance of common stock and warrants in exchange for the total cash consideration from Delta, that the umbrella agreement does not constitute a funded research and development agreement in the scope of ASC 730 “Research and Development” or a collaborative agreement in the scope of ASC 808 “Collaborative Agreements”, and that the Delta Warrant is a freestanding financial instrument not indexed to the Company’s own stock. Accordingly, the Company recognized the issuance of Common Stock as equity in additional paid-in capital on condensed consolidated balance sheets and the Delta Warrant as liability on the condensed consolidated balance sheets at fair value. The Delta Warrant issuance was initially recognized as a liability on October 7, 2022, at a fair value of $16.1 million based on a Monte Carlo simulation valuation model using the most reliable information available. The Delta Warrant’s liability was remeasured to fair value as of March 31, 2023, resulting in a loss of $4.2 million, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the condensed consolidated statements of operations Assumptions used in the valuation of Delta Warrants are as follows: March 31, 2023 December 31, 2022 Expected volatility 78.40 % 75.10 % Risk-free interest rate 3.49 % 3.89 % Dividend rate — % — % Expected term (in years) 9.5 9.8 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Equity Compensation Plans In November 2016, the Company’s Board of Directors adopted the 2016 Stock Option and Grant Plan (“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. On August 10, 2021, the Company’s Board of Directors amended the 2016 Plan to provide that no new awards could be granted under the 2016 Plan. 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 cliff, are exercisable immediately and, upon early exercise, are subject to repurchase by the Company at the original exercise price. If an ISO is granted to an optionee who, at the time of grant, owns more than 10% of the voting power of all classes of capital stock, the term of the ISO is five years. Options issued under the 2016 Plan must be priced at no less than the fair value of the shares on the date of the grant provided, however, that the exercise price of an option granted to a 10% stockholder is not less than 110% of the fair value of the shares on the date of grant. The Board of Directors determines the exercisability provisions of a stock option agreement at its sole discretion. On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). 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. 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. On January 1, 2023, the number of shares available for issuance under 2021 plan increased by 24,904,113 shares. Restricted Stock Units The summary of RSU activity is as follows (in thousands, except per share data): Number of Units Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2022 28,537,127 $ 5.75 $ 95,599 Granted 1,973,570 $ 3.84 Vested (5,839,302) $ 4.58 Forfeited (815,705) $ 6.32 Balances—March 31, 2023 23,855,690 $ 5.86 $ 103,534 On December 16, 2021, the Company’s Board of Directors approved a performance-based bonus program under which RSUs were awarded in connection with the achievement of specified goals to be achieved in 2022 (“2022 Bonus Plan”). The RSUs awarded under 2022 Bonus Plan vested on January 1, 2023 and are included in Restricted Stock Units activity for the three months ended March 31, 2023. On February 27, 2023, the Company’s Compensation Committee of the Board of Directors ("Compensation Committee") approved a performance-based bonus program under which RSUs will be awarded in connection with the achievement of specified goals in 2023 ("2023 Bonus Plan"). The RSU awards will be granted when the achievement of each goal is approved by the Compensation Committee in 2023, and the RSUs will vest in equal installments in each of January, February, March and April 2024 provided the employee or consultant continues to be a service provider through the relevant vesting dates. The target bonus opportunity is equal to 30% of the employee’s base salary as of the applicable grant date, with stretch bonus goals that are one-third higher than the target amounts unless otherwise established by the Compensation Committee. The Company recorded stock-based compensation expense of $3.3 million and $7.3 million during the three months ended March 31, 2023 and 2022 in relation to 2023 Bonus Plan and 2022 Bonus Plan, respectively. The Company considers the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the requisite service period when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes. In accordance with ASC 718 Compensation - Stock Compensation , awards under 2023 Bonus Plan and 2022 Bonus Plan are classified as a liability until such time that the respective milestones are met, at which point the liability is reclassified to equity. If it is determined that the milestone cannot be met, the liability will be reversed. Employee Stock Purchase Plan On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). 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. 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. On January 1, 2023, the number of shares available for issuance under 2021 ESPP increased by 3,113,014 shares. The 2021 ESPP’s first offering and purchase periods began in November 2022 with the first purchase period ending in May 2023. Accordingly, as of March 31, 2023, no shares have been issued under the 2021 ESPP. The stock-based compensation expense recognized for the 2021 ESPP was $0.8 million and nil for the three months ended March 31, 2023 and 2022, respectively. Stock-based Compensation Expense The following sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2023 2022 Research and development expenses $ 13,044 $ 14,722 Selling, general and administrative expenses 4,214 4,707 Total stock-based compensation expense $ 17,258 $ 19,429 Shares subject to repurchase The Company allows certain option holders to exercise unvested options 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 lapses as the shares vest. These awards are typically subject to a vesting period of six years. As of March 31, 2023 and December 31, 2022, 3,338,985 and 3,923,509 shares, respectively, were subject to repurchase at a weighted average price of $0.10 per share and $0.10 per share, respectively, and $0.3 million and $0.4 million, respectively, was recorded within the other non-current liabilities on the Company’s condensed consolidated balance sheets. In addition, upon completion of the Reverse Recapitalization 2,677,200 Series C Preferred shares which were subject to time-based vesting conditions were converted to restricted common shares. As of March 31, 2023 and December 31, 2022, the number of such shares that were subject to repurchase was 1,895,180 and 2,007,595, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. The 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 $0.2 million and $0.2 million during the three months ended March 31, 2023 and 2022, respectively. In addition, the Company entered into certain transactions with SummerBio in the year ended December 31, 2022. These transactions included purchases of COVID-19 testing services for the Company’s employees and certain assets for a total amount of $0.6 million during the three months ended March 31, 2022. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 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 the three months ended March 31, 2023 and 2022, 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): Three Months Ended 2023 2022 Numerator: Net loss attributable to common stockholders $ (113,393) $ (62,319) Denominator: Weighted-average shares outstanding 605,184,671 579,090,606 Net loss per share attributable to common stockholders, basic and diluted $ (0.19) $ (0.11) 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: March 31, 2023 Common stock warrants 28,783,333 Unvested restricted stock units 23,855,690 Options to purchase common stock and unvested restricted stock awards 17,782,326 Unvested early exercised common stock options 3,338,985 Total 73,760,334 March 31, 2022 Common stock warrants 28,783,333 Unvested restricted stock units 18,964,922 Options to purchase common stock and unvested restricted stock awards 22,622,456 Unvested early exercised common stock options 6,266,063 Earnout Shares 17,130,000 Total 93,766,774 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. On May 3, 2023, the Company entered into a common stock purchase agreement with certain institutional investors for the issuance and sale in a registered direct offering of 43,985,681 shares of the Company's common stock, par value $0.0001 per share, at an offering price of $4.10 per share. The offering is expected to close on or about May 5, 2023. The net proceeds from the offering were approximately $180.2 million, after deducting estimated offering expenses payable by the Company. The offering was made pursuant to the Company's effective shelf registration statement on Form S-3 previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying prospectus filed with the SEC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Condensed Consolidated Financial Statements are unaudited and 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 and cash flows for the periods presented. The Condensed Consolidated Financial Statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with remaining 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. |
Investment in SummerBio, LLC | Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounts for its investment in SummerBio under the equity method of accounting |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our condensed consolidated financial condition, results of operations, or cash flows. |
Fair Value Measurements | 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 securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables set 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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 16,016 $ — $ — $ 16,016 Cash equivalents $ 16,016 $ — $ — $ 16,016 Term deposits $ — $ 40,925 $ — $ 40,925 Asset backed securities — 54,250 — 54,250 Government debt securities — 444,229 — 444,229 Corporate debt securities — 388,576 — 388,576 Available-for-sale investments — 927,980 — 927,980 Total fair value of assets $ 16,016 $ 927,980 $ — $ 943,996 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 11,213 $ — $ — $ 11,213 Common stock warrant liabilities (Private Placement) — 7,497 — 7,497 Common stock warrant liabilities (Delta) — — 19,104 19,104 Warrant liabilities 11,213 7,497 19,104 37,814 Earnout Shares Liability — — 57,094 57,094 Total fair value of liabilities $ 11,213 $ 7,497 $ 76,198 $ 94,908 December 31, 2022 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 108,119 $ — $ — $ 108,119 Cash equivalents $ 108,119 $ — $ — $ 108,119 Term deposits $ — $ 40,709 $ — $ 40,709 Asset backed securities — 54,707 — 54,707 Government debt securities — 362,851 — 362,851 Corporate debt securities — 452,425 — 452,425 Available-for-sale investments — 910,692 — 910,692 Total fair value of assets $ 108,119 $ 910,692 $ — $ 1,018,811 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 8,318 $ — $ — $ 8,318 Common stock warrant liabilities (Private Placement) — 5,561 — 5,561 Common stock warrant liabilities (Delta) — — 14,903 14,903 Warrant liabilities 8,318 5,561 14,903 28,783 Earnout Shares Liability — — 44,055 44,055 Total fair value of liabilities $ 8,318 $ 5,561 $ 58,958 $ 72,838 |
Summary of Debt Securities, Available-for-sale | The following is a summary of the Company’s available-for-sale securities (in thousands): March 31, 2023 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 40,925 $ — $ — $ — $ 40,925 Asset backed securities 54,505 — (255) — 54,250 Government debt securities 446,660 196 (2,627) — 444,229 Corporate debt securities 390,857 19 (2,300) — 388,576 Total $ 932,947 $ 215 $ (5,182) $ — $ 927,980 December 31, 2022 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 40,709 $ — $ — $ — $ 40,709 Asset backed securities 55,016 — (309) — 54,707 Government debt securities 367,324 — (4,473) — 362,851 Corporate debt securities 455,854 — (3,429) — 452,425 Total $ 918,903 $ — $ (8,211) $ — $ 910,692 |
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 total other income (loss), net within the condensed consolidated statement of operations, of the Company’s Level 3 financial liabilities (in thousands): Earnout Shares Liability Common Stock Warrant Liabilities Delta Fair value as of January 1, 2023 $ 44,055 $ 14,903 Change in fair value 13,039 4,201 Fair value as of March 31, 2023 $ 57,094 $ 19,104 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Property, Plant and Equipment | Property and equipment, net consists of the following (in thousands): March 31, December 31, Equipment $ 67,485 $ 63,656 Buildings 21,384 21,384 Leasehold improvements 15,100 14,319 Computer software 11,598 10,920 Molds and tooling 10,793 10,298 Land 6,270 6,270 Vehicles and aircraft 1,597 1,582 Furniture and fixtures 690 682 Construction in-progress 6,465 6,094 Gross property and equipment 141,382 135,205 Accumulated depreciation and amortization (48,350) (43,102) Property and equipment, net $ 93,032 $ 92,103 |
Schedule of Intangible Assets | The intangible assets consist of the following (in thousands): March 31, December 31, Automation platform software $ 7,200 $ 7,200 Multimodal software technology 4,900 4,900 System simulation software technology 4,600 4,600 Other intangibles 5,328 5,328 Gross intangible assets 22,028 22,028 Accumulated amortization (10,943) (9,447) Intangible assets, net $ 11,085 $ 12,581 |
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 of March 31, 2023 (in thousands): Fiscal Year Amount 2023 (remainder) $ 4,537 2024 4,382 2025 2,166 $ 11,085 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid equipment $ 4,883 $ 4,525 Prepaid software 5,180 5,522 Prepaid taxes 2,048 1,273 Prepaid insurance 7,675 7,702 Other 2,432 1,138 Total $ 22,218 $ 20,160 |
Schedule of Other Noncurrent Assets | Other non-current assets consist of the following (in thousands): March 31, December 31, Contractual agreement asset $ 59,611 $ 59,611 Long term prepaid insurance 2,360 3,770 Other non-current assets 703 819 Total $ 62,674 $ 64,200 |
Schedule of Accrued and Other Liabilities | Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Vendor related accruals $ 8,462 $ 7,508 Payroll accruals 9,778 5,992 Acquisition-related obligation accrual 2,167 2,167 Other accruals and current liabilities 2,437 3,116 Total $ 22,844 $ 18,783 |
Stock Warrants and Earnout Sh_2
Stock Warrants and Earnout Shares (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Expected volatility 70.60 % 73.70 % Risk-free interest rate 3.52 % 3.92 % Dividend rate 0.00 % 0.00 % Expected term (years) 8.36 8.61 Assumptions used in the valuation of Delta Warrants are as follows: March 31, 2023 December 31, 2022 Expected volatility 78.40 % 75.10 % Risk-free interest rate 3.49 % 3.89 % Dividend rate — % — % Expected term (in years) 9.5 9.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | The summary of RSU activity is as follows (in thousands, except per share data): Number of Units Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2022 28,537,127 $ 5.75 $ 95,599 Granted 1,973,570 $ 3.84 Vested (5,839,302) $ 4.58 Forfeited (815,705) $ 6.32 Balances—March 31, 2023 23,855,690 $ 5.86 $ 103,534 |
Summary of stock-based compensation expense | The following sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2023 2022 Research and development expenses $ 13,044 $ 14,722 Selling, general and administrative expenses 4,214 4,707 Total stock-based compensation expense $ 17,258 $ 19,429 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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): Three Months Ended 2023 2022 Numerator: Net loss attributable to common stockholders $ (113,393) $ (62,319) Denominator: Weighted-average shares outstanding 605,184,671 579,090,606 Net loss per share attributable to common stockholders, basic and diluted $ (0.19) $ (0.11) |
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: March 31, 2023 Common stock warrants 28,783,333 Unvested restricted stock units 23,855,690 Options to purchase common stock and unvested restricted stock awards 17,782,326 Unvested early exercised common stock options 3,338,985 Total 73,760,334 March 31, 2022 Common stock warrants 28,783,333 Unvested restricted stock units 18,964,922 Options to purchase common stock and unvested restricted stock awards 22,622,456 Unvested early exercised common stock options 6,266,063 Earnout Shares 17,130,000 Total 93,766,774 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 2,997 | $ 1,731 | |
Income from equity method investment | $ 0 | $ 14,458 | |
SummerBio | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Ownership interest | 44.50% | 44.50% | |
Letter of Credit | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 1,000 | ||
Lease Obligation | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | 800 | ||
Acquired Current Liabilities | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 2,200 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets measured at fair value | ||
Fair value | $ 927,980 | $ 910,692 |
Liabilities measured at fair value | ||
Warrant liabilities | 37,814 | 28,783 |
Earnout Shares Liability | 57,094 | 44,055 |
Term deposits | ||
Assets measured at fair value | ||
Fair value | 40,925 | 40,709 |
Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 54,250 | 54,707 |
Government debt securities | ||
Assets measured at fair value | ||
Fair value | 444,229 | 362,851 |
Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 388,576 | 452,425 |
Fair Value Measurements Recurring | ||
Assets measured at fair value | ||
Cash equivalents | 16,016 | 108,119 |
Fair value | 927,980 | 910,692 |
Total fair value of assets | 943,996 | 1,018,811 |
Liabilities measured at fair value | ||
Warrant liabilities | 37,814 | 28,783 |
Earnout Shares Liability | 57,094 | 44,055 |
Total fair value of liabilities | 94,908 | 72,838 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 11,213 | 8,318 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 7,497 | 5,561 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Delta) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 19,104 | 14,903 |
Fair Value Measurements Recurring | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 16,016 | 108,119 |
Fair Value Measurements Recurring | Term deposits | ||
Assets measured at fair value | ||
Fair value | 40,925 | 40,709 |
Fair Value Measurements Recurring | Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 54,250 | 54,707 |
Fair Value Measurements Recurring | Government debt securities | ||
Assets measured at fair value | ||
Fair value | 444,229 | 362,851 |
Fair Value Measurements Recurring | Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 388,576 | 452,425 |
Fair Value Measurements Recurring | Level 1 | ||
Assets measured at fair value | ||
Cash equivalents | 16,016 | 108,119 |
Fair value | 0 | 0 |
Total fair value of assets | 16,016 | 108,119 |
Liabilities measured at fair value | ||
Warrant liabilities | 11,213 | 8,318 |
Earnout Shares Liability | 0 | 0 |
Total fair value of liabilities | 11,213 | 8,318 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 11,213 | 8,318 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Delta) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 16,016 | 108,119 |
Fair Value Measurements Recurring | Level 1 | Term deposits | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Government debt securities | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 1 | Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Fair value | 927,980 | 910,692 |
Total fair value of assets | 927,980 | 910,692 |
Liabilities measured at fair value | ||
Warrant liabilities | 7,497 | 5,561 |
Earnout Shares Liability | 0 | 0 |
Total fair value of liabilities | 7,497 | 5,561 |
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 7,497 | 5,561 |
Fair Value Measurements Recurring | Level 2 | Common stock warrant liabilities (Delta) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Fair Value Measurements Recurring | Level 2 | Term deposits | ||
Assets measured at fair value | ||
Fair value | 40,925 | 40,709 |
Fair Value Measurements Recurring | Level 2 | Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 54,250 | 54,707 |
Fair Value Measurements Recurring | Level 2 | Government debt securities | ||
Assets measured at fair value | ||
Fair value | 444,229 | 362,851 |
Fair Value Measurements Recurring | Level 2 | Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 388,576 | 452,425 |
Fair Value Measurements Recurring | Level 3 | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Fair value | 0 | 0 |
Total fair value of assets | 0 | 0 |
Liabilities measured at fair value | ||
Warrant liabilities | 19,104 | 14,903 |
Earnout Shares Liability | 57,094 | 44,055 |
Total fair value of liabilities | 76,198 | 58,958 |
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Private Placement) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Common stock warrant liabilities (Delta) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 19,104 | 14,903 |
Fair Value Measurements Recurring | Level 3 | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Term deposits | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Government debt securities | ||
Assets measured at fair value | ||
Fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Debt Securities, Available-for-sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | $ 932,947 | $ 918,903 |
Unrealized Gains | 215 | 0 |
Unrealized Losses | (5,182) | (8,211) |
Allowance for credit losses | 0 | 0 |
Fair value | 927,980 | 910,692 |
Term deposits | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 40,925 | 40,709 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Allowance for credit losses | 0 | 0 |
Fair value | 40,925 | 40,709 |
Asset backed securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 54,505 | 55,016 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (255) | (309) |
Allowance for credit losses | 0 | 0 |
Fair value | 54,250 | 54,707 |
Government debt securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 446,660 | 367,324 |
Unrealized Gains | 196 | 0 |
Unrealized Losses | (2,627) | (4,473) |
Allowance for credit losses | 0 | 0 |
Fair value | 444,229 | 362,851 |
Corporate debt securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 390,857 | 455,854 |
Unrealized Gains | 19 | 0 |
Unrealized Losses | (2,300) | (3,429) |
Allowance for credit losses | 0 | 0 |
Fair value | $ 388,576 | $ 452,425 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Earnout Shares | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 44,055 |
Change in fair value | 13,039 |
Ending balance | 57,094 |
Common stock warrant liabilities (Delta) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 14,903 |
Change in fair value | 4,201 |
Ending balance | $ 19,104 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Liability [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 | $ 0 |
Acquisitions - Business Combina
Acquisitions - Business Combinations Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 17, 2022 | Mar. 09, 2022 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||
Restricted cash | $ 2,235 | $ 3,204 | |||
Goodwill | 14,011 | 14,011 | |||
Unvested restricted stock units | |||||
Business Acquisition [Line Items] | |||||
Aggregate Intrinsic Value | $ 103,534 | $ 95,599 | |||
Awards Granted (in shares) | 1,973,570 | ||||
Aerospace Composites Manufacturing Entity | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 1,500 | ||||
Total purchase consideration | 1,500 | ||||
Finite-lived intangible assets | 1,100 | ||||
Acquired machinery and equipment | 400 | ||||
Acquired current assets | 100 | ||||
Acquired current liabilities | 100 | ||||
Aerospace Composites Manufacturing Entity | Off-Market Favorable Lease | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 1,100 | ||||
Aerospace Composites Manufacturing Entity | Unvested restricted stock units | |||||
Business Acquisition [Line Items] | |||||
Aggregate Intrinsic Value | $ 100 | ||||
Aerospace Software Engineering Entity | |||||
Business Acquisition [Line Items] | |||||
Cash payments | $ 7,200 | ||||
Total purchase consideration | 7,200 | ||||
Finite-lived intangible assets | 2,500 | ||||
Acquired machinery and equipment | 300 | ||||
Acquired current assets | 1,500 | ||||
Acquired current liabilities | 400 | ||||
Restricted cash | 2,200 | $ 2,200 | |||
Payment to employees | 500 | ||||
Settlement of accounts payable | 200 | ||||
Goodwill | 3,300 | ||||
Increase to purchase consideration | $ 100 | ||||
Aerospace Software Engineering Entity | Customer Relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 2,400 | ||||
Aerospace Software Engineering Entity | Developed Technology Rights | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 100 | ||||
Aerospace Software Engineering Entity | Unvested restricted stock units | |||||
Business Acquisition [Line Items] | |||||
Aggregate Intrinsic Value | $ 4,500 | ||||
Awards Granted (in shares) | 790,529 |
Balance sheet Components - Summ
Balance sheet Components - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 141,382 | $ 135,205 |
Accumulated depreciation and amortization | (48,350) | (43,102) |
Property and equipment, net | 93,032 | 92,103 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 67,485 | 63,656 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 21,384 | 21,384 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 15,100 | 14,319 |
Computer software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 11,598 | 10,920 |
Molds and tooling | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 10,793 | 10,298 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 6,270 | 6,270 |
Vehicles and aircraft | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 1,597 | 1,582 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 690 | 682 |
Construction in-progress | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 6,465 | $ 6,094 |
Balance sheet Components - Addi
Balance sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation and amortization expense | $ 5.5 | $ 4.1 |
Amortization of Intangible Assets | $ 1.5 | $ 1.1 |
Weighted-average amortization period of intangible assets | 2 years 1 month 6 days |
Balance sheet Components - Sche
Balance sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross intangible assets | $ 22,028 | $ 22,028 |
Accumulated amortization | (10,943) | (9,447) |
Intangible assets, net | 11,085 | 12,581 |
Automation platform software | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross intangible assets | 7,200 | 7,200 |
Multimodal software technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross intangible assets | 4,900 | 4,900 |
System simulation software technology | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross intangible assets | 4,600 | 4,600 |
Other intangibles | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross intangible assets | $ 5,328 | $ 5,328 |
Balance sheet Components - Sc_2
Balance sheet Components - Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 (remainder) | $ 4,537 | |
2024 | 4,382 | |
2025 | 2,166 | |
Intangible assets, net | $ 11,085 | $ 12,581 |
Balance sheet Components - Sc_3
Balance sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid equipment | $ 4,883 | $ 4,525 |
Prepaid software | 5,180 | 5,522 |
Prepaid taxes | 2,048 | 1,273 |
Prepaid insurance | 7,675 | 7,702 |
Other | 2,432 | 1,138 |
Total | $ 22,218 | $ 20,160 |
Balance sheet Components - Sc_4
Balance sheet Components - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contractual agreement asset | $ 59,611 | $ 59,611 |
Long term prepaid insurance | 2,360 | 3,770 |
Other non-current assets | 703 | 819 |
Total | $ 62,674 | $ 64,200 |
Balance sheet Components - Sc_5
Balance sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vendor related accruals | $ 8,462 | $ 7,508 |
Payroll accruals | 9,778 | 5,992 |
Acquisition-related obligation accrual | 2,167 | 2,167 |
Other accruals and current liabilities | 2,437 | 3,116 |
Total | $ 22,844 | $ 18,783 |
Stock Warrants and Earnout Sh_3
Stock Warrants and Earnout Shares - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Oct. 07, 2022 USD ($) tradingDay $ / shares shares | Aug. 10, 2021 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | |
Class of Warrant or Right [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Warrants exercised (in shares) | shares | 0 | ||||
Warrant liability | $ | $ 37,814 | $ 28,783 | |||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | (22,043) | $ 16,814 | |||
Earnout Shares Liability | $ | 57,094 | $ 44,055 | |||
Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Shares sold and issued in connection with agreement (in shares) | shares | 11,044,232 | ||||
Shares issued, price per share (in dollars per share) | $ 5.4327 | ||||
Shares sold and issued in connection with agreement | $ | $ 60,000 | ||||
Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Lock-up and transfer of common shares (in shares) | shares | 17,130,000 | ||||
Public Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants issued to sponsor (in shares) | shares | 17,250,000 | ||||
Warrants and rights outstanding, term | 5 years | ||||
Warrant liability | $ | $ 32,800 | ||||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | $ (2,900) | 1,600 | |||
Public Warrants | Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Class of warrants exercise price per share (in dollars per share) | $ 11.50 | ||||
Private Placement Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants issued to sponsor (in shares) | shares | 11,533,333 | ||||
Warrants and rights outstanding, term | 5 years | ||||
Warrant liability | $ | $ 21,900 | ||||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | $ (1,900) | 1,000 | |||
Private Placement Warrants | Common Stock | |||||
Class of Warrant or Right [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Class of warrants exercise price per share (in dollars per share) | $ 11.50 | ||||
Earnout Shares | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants and rights outstanding, term | 10 years | ||||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | $ (13,000) | $ 19,400 | |||
Percentage of shares held for sale | 20% | ||||
Earnout shares vested (in shares) | shares | 0 | ||||
Earnout Shares Liability | $ | $ 149,900 | ||||
Earnout Shares | Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Number of trading days | 20 days | ||||
Earnout Shares | Maximum | |||||
Class of Warrant or Right [Line Items] | |||||
Number of trading days | 30 days | ||||
Earnout Shares | Tranche One | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | $ 12 | ||||
Earnout Shares | Tranche Two | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | 18 | ||||
Earnout Shares | Tranche Three | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | 24 | ||||
Earnout Shares | Tranche Four | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | 32 | ||||
Earnout Shares | Tranche Five | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | $ 50 | ||||
Delta Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Warrant liability | $ | $ 16,100 | ||||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | $ (4,200) | ||||
Class of warrant or right outstanding (in shares) | shares | 12,833,333 | ||||
Value cap adjustment period | 30 days | ||||
Stock price trigger percent | 150% | ||||
Value cap adjustment period, threshold business days | tradingDay | 10 | ||||
Delta Warrants | Tranche One | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right outstanding (in shares) | shares | 7,000,000 | ||||
Delta Warrants | Tranche Two | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrant or right outstanding (in shares) | shares | 5,833,333 | ||||
Delta Warrants | Common Stock | Tranche One | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants exercise price per share (in dollars per share) | $ 10 | ||||
Delta Warrants | Common Stock | Tranche Two | |||||
Class of Warrant or Right [Line Items] | |||||
Class of warrants exercise price per share (in dollars per share) | $ 12 |
Stock Warrants and Earnout Sh_4
Stock Warrants and Earnout Shares - Schedule of Assumptions Used to Estimate Fair Value of Earnout Shares Liability (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Expected volatility | 70.60% | 73.70% |
Risk-free interest rate | 3.52% | 3.92% |
Dividend rate | 0% | 0% |
Expected term (years) | 8 years 4 months 9 days | 8 years 7 months 9 days |
Delta Warrants | ||
Class of Warrant or Right [Line Items] | ||
Expected volatility | 78.40% | 75.10% |
Risk-free interest rate | 3.49% | 3.89% |
Dividend rate | 0% | 0% |
Expected term (years) | 9 years 6 months | 9 years 9 months 18 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 27, 2023 | Jan. 01, 2023 | Aug. 10, 2021 | Nov. 30, 2016 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Additional stock-based compensation | $ 17,258 | $ 19,429 | |||||
Stock repurchase liability | $ 300 | $ 400 | |||||
2021 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of share outstanding | 4% | ||||||
Additional shares authorized (in shares) | 24,904,113 | ||||||
2021 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of share outstanding | 0.50% | ||||||
Incentive Stock Options | Two Thousand And Sixteen Stock Option And Grant Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares vesting period | 6 years | ||||||
Award cliff off period | 1 year | ||||||
Incentive Stock Options | Two Thousand And Sixteen Stock Option And Grant Plan | Grantee Owns Ten Percent of Voting Rights | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Percentage of shareholding by grantee | 10% | ||||||
Contractual term | 5 years | ||||||
Percentage of stockholders on exercise price of option granted | 10% | ||||||
Purchase price of common stock expressed as a percentage of its fair value | 110% | ||||||
Performance Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Target bonus threshold | 30% | ||||||
Increase in target amounts | one-third | ||||||
Additional stock-based compensation | $ 3,300 | 7,300 | |||||
Employee Stock | |||||||
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% | ||||||
ESPP stock issued during the period (in shares) | 0 | ||||||
Employee Stock | 2021 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Additional shares authorized (in shares) | 3,113,014 | ||||||
Additional stock-based compensation | $ 800 | $ 0 | |||||
Options to purchase common stock and unvested restricted stock awards | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares vesting period | 6 years | ||||||
Restricted stock shares weighted average repurchase price per share | $ 0.10 | $ 0.10 | |||||
Options to purchase common stock and unvested restricted stock awards | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares to be repurchased (in shares) | 3,338,985 | 3,923,509 | |||||
Other Stock Based Awards | Series C Preferred Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Payments for advisory services shares (in shares) | 2,677,200 | ||||||
Other Stock Based Awards | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares subject to vesting conditions | 1,895,180 | 2,007,595 | |||||
Earnout Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Warrants and rights outstanding, term | 10 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - Unvested restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Units | ||
Beginning balance (in shares) | 28,537,127 | |
Granted (in shares) | 1,973,570 | |
Vested (in shares) | (5,839,302) | |
Forfeited (in shares) | (815,705) | |
Ending balance (in shares) | 23,855,690 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 5.75 | |
Granted (in dollars per share) | 3.84 | |
Vested (in dollars per share) | 4.58 | |
Forfeited (in dollars per share) | 6.32 | |
Ending balance (in dollars per share) | $ 5.86 | |
Aggregate Intrinsic Value | $ 103,534 | $ 95,599 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based payment arrangement, expense | $ 17,258 | $ 19,429 |
Research and development expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based payment arrangement, expense | 13,044 | 14,722 |
Selling, general and administrative expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based payment arrangement, expense | $ 4,214 | $ 4,707 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
SummerBio | ||
Related Party Transaction [Line Items] | ||
Expenses and related payments | $ 0.6 | |
Office Space And Certain Utilities And Maintenance Services | ||
Related Party Transaction [Line Items] | ||
Expenses and related payments | $ 0.2 | $ 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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (113,393) | $ (62,319) |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 605,184,671 | 579,090,606 |
Weighted average number of shares outstanding, diluted (in shares) | 605,184,671 | 579,090,606 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.19) | $ (0.11) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.19) | $ (0.11) |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 73,760,334 | 93,766,774 |
Common stock warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 28,783,333 | 28,783,333 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,855,690 | 18,964,922 |
Options to purchase common stock and unvested restricted stock awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,782,326 | 22,622,456 |
Unvested early exercised common stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,338,985 | 6,266,063 |
Earnout Shares | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,130,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | May 03, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Subsequent Event | Direct Offering | |||
Subsequent Event [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | 43,985,681 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Sale of stock, price per share (in dollars per share) | $ 4.10 | ||
Sale of stock, consideration received on transaction | $ 180.2 |