Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 708,440,711 | |
Entity Central Index Key | 0001819848 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | JOBY | |
Security Exchange Name | NYSE | |
Common stock warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | JOBY WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 110,548 | $ 204,017 |
Short-term investments | 813,340 | 828,233 |
Total cash, cash equivalents and short-term investments | 923,888 | 1,032,250 |
Other receivables | 6,939 | 4,659 |
Prepaid expenses and other current assets | 20,863 | 18,842 |
Total current assets | 951,690 | 1,055,751 |
Property and equipment, net | 103,606 | 103,430 |
Operating lease right-of-use assets | 28,596 | 28,286 |
Restricted cash | 762 | 762 |
Intangible assets | 5,013 | 6,585 |
Goodwill | 14,011 | 14,011 |
Other non-current assets | 60,679 | 60,610 |
Total assets | 1,164,357 | 1,269,435 |
Current liabilities: | ||
Accounts payable | 3,731 | 3,006 |
Operating lease liabilities, current portion | 4,492 | 4,312 |
Accrued and other current liabilities | 30,017 | 37,818 |
Total current liabilities | 38,240 | 45,136 |
Operating lease liabilities, net of current portion | 26,517 | 26,349 |
Warrant liability | 46,969 | 62,936 |
Earnout shares liability | 72,984 | 95,969 |
Other non-current liabilities | 4,516 | 4,683 |
Total liabilities | 189,226 | 235,073 |
Commitments and contingencies (Note 5) | ||
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; 705,312,495 and 698,262,025 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively. | 70 | 70 |
Additional paid-in capital | 2,318,932 | 2,282,475 |
Accumulated deficit | (1,342,290) | (1,247,703) |
Accumulated other comprehensive loss | (1,581) | (480) |
Total stockholders’ equity | 975,131 | 1,034,362 |
Total liabilities and stockholders’ equity | $ 1,164,357 | $ 1,269,435 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 705,312,495 | 698,262,025 |
Common stock, shares outstanding (in shares) | 705,312,495 | 698,262,025 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Flight services | $ 25 | $ 0 |
Revenue, Product and Service [Extensible Enumeration] | Service [Member] | Service [Member] |
Operating Expenses [Abstract] | ||
Flight services | $ 15 | $ 0 |
Research and development (including related party purchases of $223 and $128 for the three months ended March 31, 2024 and 2023, respectively.) | 115,636 | 75,518 |
Selling, general and administrative (including related party purchases of $36 and $24 for the three months ended March 31, 2024 and 2023, respectively.) | 30,271 | 24,198 |
Total operating expenses | 145,922 | 99,716 |
Loss from operations | (145,897) | (99,716) |
Interest and other income, net | 12,319 | 8,400 |
Gain (Loss) from change in fair value of warrants and earnout shares | 39,027 | (22,043) |
Total other income (loss), net | 51,346 | (13,643) |
Loss before income taxes | (94,551) | (113,359) |
Income tax expense | 36 | 34 |
Net loss | $ (94,587) | $ (113,393) |
Net loss per share, basic (in dollars per share) | $ (0.14) | $ (0.19) |
Net loss per share, diluted (in dollars per share) | $ (0.14) | $ (0.19) |
Weighted-average number of shares outstanding, basic (in shares) | 681,749,388 | 605,184,671 |
Weighted-average number of shares outstanding, diluted (in shares) | 681,749,388 | 605,184,671 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Research and development (including related party purchases of $223 and $128 for the three months ended March 31, 2024 and 2023, respectively.) | $ 115,636 | $ 75,518 |
Selling, general and administrative (including related party purchases of $36 and $24 for the three months ended March 31, 2024 and 2023, respectively.) | 30,271 | 24,198 |
Related Party | ||
Research and development (including related party purchases of $223 and $128 for the three months ended March 31, 2024 and 2023, respectively.) | 223 | 128 |
Selling, general and administrative (including related party purchases of $36 and $24 for the three months ended March 31, 2024 and 2023, respectively.) | $ 36 | $ 24 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (94,587) | $ (113,393) |
Other comprehensive gain (loss): | ||
Unrealized gain (loss) on available-for-sale securities | (872) | 3,245 |
Foreign currency translation gain (loss) | (229) | 27 |
Total other comprehensive gain (loss) | (1,101) | 3,272 |
Comprehensive loss | $ (95,688) | $ (110,121) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 622,602,815 | ||||
Beginning balance at Dec. 31, 2022 | $ 1,164,741 | $ 61 | $ 1,908,179 | $ (734,653) | $ (8,846) |
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 | ||||
Ending balance at Mar. 31, 2023 | $ 1,069,495 | $ 61 | 1,923,054 | (848,046) | (5,574) |
Common stock, beginning balance (in shares) at Dec. 31, 2023 | 698,262,025 | 698,262,025 | |||
Beginning balance at Dec. 31, 2023 | $ 1,034,362 | $ 70 | 2,282,475 | (1,247,703) | (480) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (94,587) | (94,587) | |||
Stock-based compensation | 35,328 | 35,328 | |||
Issuance of common stock upon exercise of stock options (in shares) | 1,016,414 | ||||
Issuance of common stock upon exercise of stock options | 943 | 943 | |||
Issuance of common stock upon release of restricted stock units (in shares) | 6,034,056 | ||||
Vesting of early exercised stock options and common stock issued in private placement | 186 | 186 | |||
Other comprehensive loss | $ (1,101) | (1,101) | |||
Common stock, ending balance (in shares) at Mar. 31, 2024 | 705,312,495 | 705,312,495 | |||
Ending balance at Mar. 31, 2024 | $ 975,131 | $ 70 | $ 2,318,932 | $ (1,342,290) | $ (1,581) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (94,587) | $ (113,393) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 8,507 | 7,067 |
Stock-based compensation expense | 27,017 | 17,258 |
(Gain)/Loss from change in the fair value of warrants and earnout shares | (39,027) | 22,070 |
Net accretion of investments in marketable debt securities | (5,492) | (3,670) |
Changes in operating assets and liabilities | ||
Other receivables and prepaid expenses and other current assets | (4,230) | (8,517) |
Other non-current assets | (234) | 2,629 |
Accounts payable and accrued and other current liabilities | 1,243 | (1,083) |
Non-current liabilities | 168 | (929) |
Net cash used in operating activities | (106,635) | (78,568) |
Cash flows from investing activities | ||
Purchases of marketable securities | (160,033) | (126,445) |
Proceeds from sales and maturities of marketable securities | 179,546 | 116,072 |
Purchases of property and equipment | (6,885) | (8,756) |
Net cash provided by (used in) investing activities | 12,628 | (19,129) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in private placement, net | 0 | 50 |
Proceeds from the exercise of stock options and warrants issuance | 1,010 | 612 |
Repayments of tenant improvement loan and obligations under finance lease | (472) | (240) |
Net cash provided by financing activities | 538 | 422 |
Net change in cash, cash equivalents and restricted cash | (93,469) | (97,275) |
Cash, cash equivalents and restricted cash, at the beginning of the period | 204,779 | 150,067 |
Cash, cash equivalents and restricted cash, at the end of the period | 111,310 | 52,792 |
Reconciliation of cash, cash equivalents and restricted cash to balance sheets | ||
Cash and cash equivalents | 110,548 | 49,795 |
Restricted cash | 762 | 2,997 |
Cash, cash equivalents and restricted cash | 111,310 | 52,792 |
Non-cash investing and financing activities | ||
Unpaid property and equipment purchases | 1,865 | 1,357 |
Property and equipment purchased through finance leases | 849 | 0 |
Right of use assets acquired through operating leases | $ 1,399 | $ 0 |
Company and Nature of Business
Company and Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
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 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, 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, 2024 | |
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, 2023, 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, 2023. 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, 2024, 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, 2024 and December 31, 2023, restricted cash primarily related to a security deposit for a lease obligation of approximately $0.8 million. New Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. For public business entities, the guidance is effective for annual periods beginning after 15 December 2024. The Company expects the adoption to have a disclosure only impact on its consolidated financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance also requires all public entities with a single reportable segment have to provide all the disclosures required by ASC 280, including the significant segment expense disclosures. The guidance applies to all public entities and is effective for fiscal years beginning after 15 December 2023, and for interim periods beginning after 15 December 2024. The Company expects the adoption to have a disclosure only impact on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 6) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 6) 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 6) 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, 2024 and December 31, 2023 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 104,810 $ — $ — $ 104,810 Cash equivalents $ 104,810 $ — $ — $ 104,810 Term deposits $ — $ 43,076 $ — $ 43,076 Asset backed securities — 55,833 — 55,833 Government debt securities — 256,966 — 256,966 Corporate debt securities — 457,465 — 457,465 Available-for-sale investments — 813,340 — 813,340 Total fair value of assets $ 104,810 $ 813,340 $ — $ 918,150 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 13,455 $ — $ — $ 13,455 Common stock warrant liabilities (Private) — 8,996 — 8,996 Common stock warrant liabilities (Delta) — — 24,518 24,518 Warrant liability 13,455 8,996 24,518 46,969 Earnout Shares Liability — — 72,984 72,984 Total fair value of liabilities $ 13,455 $ 8,996 $ 97,502 $ 119,953 December 31, 2023 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 197,543 $ — $ — $ 197,543 Cash equivalents $ 197,543 $ — $ — $ 197,543 Term deposits $ — $ 42,538 $ — $ 42,538 Asset backed securities — 27,469 — 27,469 Government debt securities — 265,681 — 265,681 Corporate debt securities — 492,545 — 492,545 Available-for-sale investments — 828,233 — 828,233 Total fair value of assets $ 197,543 $ 828,233 $ — $ 1,025,776 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 21,097 $ — $ — $ 21,097 Common stock warrant liabilities (Private Placement) — 14,105 — 14,105 Common stock warrant liabilities (Delta) — — 27,734 27,734 Warrant liabilities 21,097 14,105 27,734 62,936 Earnout Shares Liability — — 95,969 95,969 Total fair value of liabilities $ 21,097 $ 14,105 $ 123,703 $ 158,905 The following is a summary of the Company’s available-for-sale securities (in thousands): March 31, 2024 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 43,076 $ — $ — $ — $ 43,076 Asset backed securities 55,939 — (106) — 55,833 Government debt securities 257,223 19 (276) — 256,966 Corporate debt securities 457,945 44 (524) — 457,465 Total $ 814,183 $ 63 $ (906) $ — $ 813,340 December 31, 2023 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 42,538 $ — $ — $ — $ 42,538 Asset backed securities 27,465 21 (17) — 27,469 Government debt securities 265,439 269 (27) — 265,681 Corporate debt securities 492,761 299 (515) — 492,545 Total $ 828,203 $ 589 $ (559) $ — $ 828,233 There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the three months ended March 31, 2024 and 2023. 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, 2024 $ 95,969 $ 27,734 Change in fair value (22,985) (3,216) Fair value as of March 31, 2024 $ 72,984 $ 24,518 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 89,723 $ 84,639 Buildings 22,186 21,384 Leasehold improvements 20,296 18,771 Computer software 15,408 15,114 Molds and tooling 16,951 16,306 Land 6,270 6,270 Vehicles and aircraft 1,778 1,617 Furniture and fixtures 875 640 Construction in-progress 4,073 6,055 Gross property and equipment 177,560 170,796 Accumulated depreciation and amortization (73,954) (67,366) Property and equipment, net $ 103,606 $ 103,430 Depreciation and amortization expense of property and equipment for the three months ended March 31, 2024 and 2023 was $7.0 million and $5.5 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 (17,015) (15,443) Intangible assets, net $ 5,013 $ 6,585 Amortization expense related to intangible assets for the three months ended March 31, 2024 and 2023 was $1.5 million and $1.5 million, respectively. As of March 31, 2024 the weighted-average amortization period of intangible assets was 1.4 years. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of March 31, 2024 (in thousands): Fiscal Year Amount 2024 (remainder) $ 2,846 2025 2,167 $ 5,013 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Prepaid equipment $ 3,694 $ 3,471 Prepaid software 6,866 3,809 Prepaid taxes 2,067 1,603 Prepaid insurance 3,984 6,192 Other 4,252 3,767 Total $ 20,863 $ 18,842 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 373 413 Other non-current assets 695 586 Total $ 60,679 $ 60,610 Accrued and other current liabilities Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Vendor related accruals $ 10,947 $ 11,391 Payroll accruals including performance related stock based compensation 8,098 16,265 Contract liabilities under contracts with customers 3,218 2,534 Deferred research and development credits $ 3,552 3,633 Other accruals and current liabilities 4,202 3,995 Total $ 30,017 $ 37,818 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies As of March 31, 2024, the Company had $12 million of unconditional purchase obligations with remaining terms in excess of one year. These obligations primarily relate to the Company’s purchase agreements for certain aircraft parts through 2028. 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, 2024, and December 31, 2023, the Company was not involved in any material legal proceedings. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. |
Stock Warrants and Earnout Shar
Stock Warrants and Earnout Shares | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024, 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, 2024 and 2023, the Private Placement Warrant liability was remeasured to fair value as of March 31, 2024 and 2023, resulting in gain of $5.1 million and a loss of $1.9 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, 2024 and 2023, the public warrant liability was remeasured to fair value based upon the market price as of March 31, 2024 and 2023, resulting in a gain of $7.6 million and a loss of $2.9 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, 2024. 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, 2024 and 2023, the Company recognized a gain related to the change in the fair value of the Earnout Shares Liability of $23.0 million and a loss of $13.0 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, 2024 December 31, 2023 Expected volatility 75.00 % 75.30 % Risk-free interest rate 4.20 % 3.90 % Dividend rate 0.00 % 0.00 % Expected term (in years) 7.36 7.61 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, 2024 and 2023, resulting in a gain of $3.2 and a loss of $4.2 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 Assumptions used in the valuation of Delta Warrants are as follows: March 31, 2024 December 31, 2023 Expected volatility 75.00 % 75.30 % Risk-free interest rate 4.20 % 3.90 % Dividend rate — % — % Expected term (in years) 8.5 8.8 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
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 were 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. 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. The fair value of the RSU’s granted under the 2016 Plan was determined by the Company’s Board of Directors on the date of grant. Generally, RSUs granted under the 2016 Plan have a six year vesting period. 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, 2024, the number of shares available for issuance under 2021 plan increased by 27,930,481 shares. The fair value of the RSU’s granted under the 2021 Plan was determined by the Company’s Board of Directors on the date of grant. Generally, RSUs granted under the 2021 Plan have a four year vesting period. Restricted Stock Units A summary of RSU activity for the three months ended March 31, 2024 is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2023 31,076,699 $ 6.41 $ 206,660 Granted 10,064,357 $ 6.07 Vested (6,034,073) $ 6.28 Forfeited (421,497) $ 6.01 Balances—March 31, 2024 34,685,486 $ 6.34 $ 185,914 The total fair value of RSUs vested for the three months ended March 31, 2024 and 2023 was $37.9 million and $26.7 million, respectively. 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 were awarded in connection with the achievement of specified goals in 2023 (“2023 Bonus Plan”). The RSU awards were granted when the achievement of each goal was approved by the Compensation Committee in 2023, and the RSUs vested in equal installments in each of January, February, March and April 2024 provided the employee or consultant continued to be a service provider through the relevant vesting dates. The target bonus opportunity was 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. In accordance with ASC 718 Compensation - Stock Compensation , awards under 2023 Bonus Plan were classified as a liability until such time that the respective milestones were met, at which point the liability was reclassified to equity. If it was determined that the milestone could not be met, the liability was reversed. On February 12, 2024, the Compensation Committee approved a performance-based program under which RSUs are awarded. Each RSU represents the right to receive, upon vesting, up to 1.25 shares of the Company’s common stock, based on the achievement of certain specified objectives tied to five goals during 2024 (“2024 Bonus Plan”). Each goal has criteria for achievement of a minimum, target or maximum achievement level, expressed as a percentage, and the amount of the awards that will vest is calculated by summing the actual achievement percentages as of December 31, 2024. The maximum possible amount that will vest is 125%. If exactly the minimum or target levels are achieved, 45% and 100% of the awards, respectively, will vest. The RSUs awarded under the 2024 Bonus Plan will vest in equal installments on each of January 14, 2025, February 10, 2025, March 4, 2025 and April 7, 2025, subject in each case to the participant’s continued status as a service provider through respective vesting date. In accordance with ASC 718 Compensation - Stock Compensation , the Company has determined that 2024 Bonus Plan awards are equity awards with performance condition, and classified them as an equity. The Company recorded stock-based compensation expense of $7.3 million and $3.3 million during the three months ended March 31, 2024 and 2023 in relation to 2024 Bonus Plan and 2023 Bonus Plan. In June 2023, the Compensation Committee approved long-term incentive performance-based RSU awards (“LTI Awards”) to certain employees of the Company. The LTI Awards vest in a single installment on June 21, 2026, provided that (i) certain performance conditions are met on or prior to that date and (ii) the employee continues to be a service provider through the vesting date. 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. On February 12, 2024, the Compensation Committee approved a long-term performance-based RSU awards (“LPA Awards”) to certain employees of the Company. The LPA Awards have the same performance conditions as the awards granted under the 2024 Bonus Plan and will vest in three equal annual installments on the anniversary of the grant date, provided that performance conditions are satisfied and the employee continues to be a service provider through the respective vesting dates. In accordance with ASC 718 Compensation - Stock Compensation , Management has determined that these LPA awards are equity awards with performance and service conditions, and classified them as an equity. The Company recorded stock-based compensation expense of $1.5 million and nil during the three months ended March 31, 2024 and 2023, in relation to LPA and LTI awards. 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, 2024, the number of shares available for issuance under 2021 ESPP increased by 3,491,310 shares. The stock-based compensation expense recognized for the 2021 ESPP was $1.3 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively. Stock-based Compensation Expense The following sets forth the total stock-based compensation expense for the Company's stock awards included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2024 2023 Research and development expenses $ 20,670 $ 13,044 Selling, general and administrative expenses 6,347 4,214 Total stock-based compensation expense $ 27,017 $ 17,258 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, 2024 and December 31, 2023, 1,730,478 and 1,988,511 shares, respectively, were subject to repurchase at a weighted average price of $0.08 per share and $0.09 per share, respectively, and $0.1 million and $0.2 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, 2024 and December 31, 2023, the number of such shares that were subject to repurchase was 1,449,183 and 1,561,599, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023, respectively. Toyota Motor Corporation (“Toyota”) is a beneficial owner of more than 10% of the voting interests of the Company and has the right to designate a director for election to the Company’s Board of Directors. Toyota is developing prototypes and supplying parts and materials for some of the Company’s manufactured subassembly components. The Company made payments to Toyota for these parts and materials totaling nil and nil during the three months ended March 31, 2024 and 2023, respectively. Additionally, the Company identified an embedded finance lease within the Company’s purchase and sale agreement with Toyota for subassembly components in the amount of $3.8 million as of December 31, 2023. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and 2023, 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 2024 2023 Numerator: Net loss attributable to common stockholders $ (94,587) $ (113,393) Denominator: Weighted-average shares outstanding 681,749,388 605,184,671 Net loss per share attributable to common stockholders, basic and diluted $ (0.14) $ (0.19) 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: Three Months Ended 2024 2023 Common stock warrants 28,783,333 28,783,333 Unvested restricted stock awards 34,685,486 23,855,690 Options to purchase common stock and unvested restricted stock awards 13,992,365 17,782,326 Unvested early exercised common stock options 1,730,478 3,338,985 Total 79,191,662 73,760,334 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. The Company did not identify any subsequent events or transactions that would have required adjustment or disclosure in the financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (94,587) | $ (113,393) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Bonny Simi [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 4, 2024, Bonny Simi, the Company’s President of Operations, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, subject to certain conditions, up to 367,742 shares of Company common stock beginning June 3, 2024 and ending May 30, 2025. This includes up to 36,457 shares to be sold upon the vesting of RSUs granted to Ms. Simi. The actual number of shares that will be released to Ms. Simi and may be sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold by the Company to satisfy tax withholding obligations arising from the vesting of the RSUs and is not yet determinable. |
Name | Bonny Simi |
Title | President of Operations |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | On March 4, 2024 |
Arrangement Duration | 361 days |
Aggregate Available | 367,742 |
Didier Papadopoulos [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 15, 2024, Didier Papadopoulos, the Company’s President of Aircraft OEM, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell, subject to certain conditions, up to 233,379 shares of Company common stock beginning July 1, 2024 and ending June 27, 2025. This includes up to 203,700 shares to be sold upon the vesting of RSUs granted to Mr. Papadopoulos. The actual number of shares that will be released to Mr. Papadopoulos and may be sold under the Rule 10b5-1 trading arrangement will be net of the number of shares sold by the Company to satisfy tax withholding obligations arising from the vesting of the RSUs and is not yet determinable. |
Name | Didier Papadopoulos |
Title | President of Aircraft OEM |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | On March 15, 2024 |
Arrangement Duration | 361 days |
Aggregate Available | 233,379 |
Paul Sciarra [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On March 15, 2024, Paul Sciarra, Chairman of the Company’s board of directors, terminated an existing trading plan intended to satisfy Rule 10b5-1(c) (the “Terminated Plan”). The Terminated Plan was adopted on December 15, 2023, was scheduled to expire on February 15, 2025, and provided for the sale of up to 4,849,900 shares subject to certain conditions. As of the date of termination Mr. Sciarra had sold 202,080 under the Terminated Plan. |
Name | Paul Sciarra |
Title | board of directors |
Rule 10b5-1 Arrangement Terminated | true |
Termination Date | On March 15, 2024 |
Aggregate Available | 4,849,900 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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. 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, 2023, 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, 2023. |
Cash and Cash Equivalents | Cash, Cash Equivalents, and Restricted Cash |
Restricted Cash | Cash, Cash Equivalents, and Restricted Cash |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. For public business entities, the guidance is effective for annual periods beginning after 15 December 2024. The Company expects the adoption to have a disclosure only impact on its consolidated financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance also requires all public entities with a single reportable segment have to provide all the disclosures required by ASC 280, including the significant segment expense disclosures. The guidance applies to all public entities and is effective for fiscal years beginning after 15 December 2023, and for interim periods beginning after 15 December 2024. The Company expects the adoption to have a disclosure only impact on its consolidated financial statements. |
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. 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 6) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 6) 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 6) 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. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 and December 31, 2023 (in thousands): March 31, 2024 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 104,810 $ — $ — $ 104,810 Cash equivalents $ 104,810 $ — $ — $ 104,810 Term deposits $ — $ 43,076 $ — $ 43,076 Asset backed securities — 55,833 — 55,833 Government debt securities — 256,966 — 256,966 Corporate debt securities — 457,465 — 457,465 Available-for-sale investments — 813,340 — 813,340 Total fair value of assets $ 104,810 $ 813,340 $ — $ 918,150 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 13,455 $ — $ — $ 13,455 Common stock warrant liabilities (Private) — 8,996 — 8,996 Common stock warrant liabilities (Delta) — — 24,518 24,518 Warrant liability 13,455 8,996 24,518 46,969 Earnout Shares Liability — — 72,984 72,984 Total fair value of liabilities $ 13,455 $ 8,996 $ 97,502 $ 119,953 December 31, 2023 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 197,543 $ — $ — $ 197,543 Cash equivalents $ 197,543 $ — $ — $ 197,543 Term deposits $ — $ 42,538 $ — $ 42,538 Asset backed securities — 27,469 — 27,469 Government debt securities — 265,681 — 265,681 Corporate debt securities — 492,545 — 492,545 Available-for-sale investments — 828,233 — 828,233 Total fair value of assets $ 197,543 $ 828,233 $ — $ 1,025,776 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 21,097 $ — $ — $ 21,097 Common stock warrant liabilities (Private Placement) — 14,105 — 14,105 Common stock warrant liabilities (Delta) — — 27,734 27,734 Warrant liabilities 21,097 14,105 27,734 62,936 Earnout Shares Liability — — 95,969 95,969 Total fair value of liabilities $ 21,097 $ 14,105 $ 123,703 $ 158,905 |
Summary of Debt Securities, Available-for-sale | The following is a summary of the Company’s available-for-sale securities (in thousands): March 31, 2024 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 43,076 $ — $ — $ — $ 43,076 Asset backed securities 55,939 — (106) — 55,833 Government debt securities 257,223 19 (276) — 256,966 Corporate debt securities 457,945 44 (524) — 457,465 Total $ 814,183 $ 63 $ (906) $ — $ 813,340 December 31, 2023 Cost or Amortized Cost Unrealized Unrealized Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 42,538 $ — $ — $ — $ 42,538 Asset backed securities 27,465 21 (17) — 27,469 Government debt securities 265,439 269 (27) — 265,681 Corporate debt securities 492,761 299 (515) — 492,545 Total $ 828,203 $ 589 $ (559) $ — $ 828,233 |
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, 2024 $ 95,969 $ 27,734 Change in fair value (22,985) (3,216) Fair value as of March 31, 2024 $ 72,984 $ 24,518 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 89,723 $ 84,639 Buildings 22,186 21,384 Leasehold improvements 20,296 18,771 Computer software 15,408 15,114 Molds and tooling 16,951 16,306 Land 6,270 6,270 Vehicles and aircraft 1,778 1,617 Furniture and fixtures 875 640 Construction in-progress 4,073 6,055 Gross property and equipment 177,560 170,796 Accumulated depreciation and amortization (73,954) (67,366) Property and equipment, net $ 103,606 $ 103,430 |
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 (17,015) (15,443) Intangible assets, net $ 5,013 $ 6,585 |
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, 2024 (in thousands): Fiscal Year Amount 2024 (remainder) $ 2,846 2025 2,167 $ 5,013 |
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 $ 3,694 $ 3,471 Prepaid software 6,866 3,809 Prepaid taxes 2,067 1,603 Prepaid insurance 3,984 6,192 Other 4,252 3,767 Total $ 20,863 $ 18,842 |
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 373 413 Other non-current assets 695 586 Total $ 60,679 $ 60,610 |
Schedule of Accrued and Other Liabilities | Accrued and other current liabilities consist of the following (in thousands): March 31, December 31, Vendor related accruals $ 10,947 $ 11,391 Payroll accruals including performance related stock based compensation 8,098 16,265 Contract liabilities under contracts with customers 3,218 2,534 Deferred research and development credits $ 3,552 3,633 Other accruals and current liabilities 4,202 3,995 Total $ 30,017 $ 37,818 |
Stock Warrants and Earnout Sh_2
Stock Warrants and Earnout Shares (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 December 31, 2023 Expected volatility 75.00 % 75.30 % Risk-free interest rate 4.20 % 3.90 % Dividend rate 0.00 % 0.00 % Expected term (in years) 7.36 7.61 Assumptions used in the valuation of Delta Warrants are as follows: March 31, 2024 December 31, 2023 Expected volatility 75.00 % 75.30 % Risk-free interest rate 4.20 % 3.90 % Dividend rate — % — % Expected term (in years) 8.5 8.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | A summary of RSU activity for the three months ended March 31, 2024 is as follows (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2023 31,076,699 $ 6.41 $ 206,660 Granted 10,064,357 $ 6.07 Vested (6,034,073) $ 6.28 Forfeited (421,497) $ 6.01 Balances—March 31, 2024 34,685,486 $ 6.34 $ 185,914 |
Summary of stock-based compensation expense | The following sets forth the total stock-based compensation expense for the Company's stock awards included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2024 2023 Research and development expenses $ 20,670 $ 13,044 Selling, general and administrative expenses 6,347 4,214 Total stock-based compensation expense $ 27,017 $ 17,258 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 Numerator: Net loss attributable to common stockholders $ (94,587) $ (113,393) Denominator: Weighted-average shares outstanding 681,749,388 605,184,671 Net loss per share attributable to common stockholders, basic and diluted $ (0.14) $ (0.19) |
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: Three Months Ended 2024 2023 Common stock warrants 28,783,333 28,783,333 Unvested restricted stock awards 34,685,486 23,855,690 Options to purchase common stock and unvested restricted stock awards 13,992,365 17,782,326 Unvested early exercised common stock options 1,730,478 3,338,985 Total 79,191,662 73,760,334 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 762 | $ 2,997 | |
Lease Obligation | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 800 | $ 800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets measured at fair value | ||
Fair value | $ 813,340 | $ 828,233 |
Liabilities measured at fair value | ||
Warrant liabilities | 46,969 | 62,936 |
Earnout Shares Liability | 72,984 | 95,969 |
Term deposits | ||
Assets measured at fair value | ||
Fair value | 43,076 | 42,538 |
Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 55,833 | 27,469 |
Government debt securities | ||
Assets measured at fair value | ||
Fair value | 256,966 | 265,681 |
Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 457,465 | 492,545 |
Fair Value Measurements Recurring | ||
Assets measured at fair value | ||
Cash equivalents | 104,810 | 197,543 |
Fair value | 813,340 | 828,233 |
Total fair value of assets | 918,150 | 1,025,776 |
Liabilities measured at fair value | ||
Warrant liabilities | 46,969 | 62,936 |
Earnout Shares Liability | 72,984 | 95,969 |
Total fair value of liabilities | 119,953 | 158,905 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 13,455 | 21,097 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Private) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 8,996 | 14,105 |
Fair Value Measurements Recurring | Common stock warrant liabilities (Delta) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 24,518 | 27,734 |
Fair Value Measurements Recurring | Money market funds | ||
Assets measured at fair value | ||
Cash equivalents | 104,810 | 197,543 |
Fair Value Measurements Recurring | Term deposits | ||
Assets measured at fair value | ||
Fair value | 43,076 | 42,538 |
Fair Value Measurements Recurring | Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 55,833 | 27,469 |
Fair Value Measurements Recurring | Government debt securities | ||
Assets measured at fair value | ||
Fair value | 256,966 | 265,681 |
Fair Value Measurements Recurring | Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 457,465 | 492,545 |
Fair Value Measurements Recurring | Level 1 | ||
Assets measured at fair value | ||
Cash equivalents | 104,810 | 197,543 |
Fair value | 0 | 0 |
Total fair value of assets | 104,810 | 197,543 |
Liabilities measured at fair value | ||
Warrant liabilities | 13,455 | 21,097 |
Earnout Shares Liability | 0 | 0 |
Total fair value of liabilities | 13,455 | 21,097 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Public) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 13,455 | 21,097 |
Fair Value Measurements Recurring | Level 1 | Common stock warrant liabilities (Private) | ||
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 | 104,810 | 197,543 |
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 | 813,340 | 828,233 |
Total fair value of assets | 813,340 | 828,233 |
Liabilities measured at fair value | ||
Warrant liabilities | 8,996 | 14,105 |
Earnout Shares Liability | 0 | 0 |
Total fair value of liabilities | 8,996 | 14,105 |
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) | ||
Liabilities measured at fair value | ||
Warrant liabilities | 8,996 | 14,105 |
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 | 43,076 | 42,538 |
Fair Value Measurements Recurring | Level 2 | Asset backed securities | ||
Assets measured at fair value | ||
Fair value | 55,833 | 27,469 |
Fair Value Measurements Recurring | Level 2 | Government debt securities | ||
Assets measured at fair value | ||
Fair value | 256,966 | 265,681 |
Fair Value Measurements Recurring | Level 2 | Corporate debt securities | ||
Assets measured at fair value | ||
Fair value | 457,465 | 492,545 |
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 | 24,518 | 27,734 |
Earnout Shares Liability | 72,984 | 95,969 |
Total fair value of liabilities | 97,502 | 123,703 |
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) | ||
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 | 24,518 | 27,734 |
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, 2024 | Dec. 31, 2023 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | $ 814,183 | $ 828,203 |
Unrealized Gains | 63 | 589 |
Unrealized Losses | (906) | (559) |
Allowance for credit losses | 0 | 0 |
Fair value | 813,340 | 828,233 |
Term deposits | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 43,076 | 42,538 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Allowance for credit losses | 0 | 0 |
Fair value | 43,076 | 42,538 |
Asset backed securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 55,939 | 27,465 |
Unrealized Gains | 0 | 21 |
Unrealized Losses | (106) | (17) |
Allowance for credit losses | 0 | 0 |
Fair value | 55,833 | 27,469 |
Government debt securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 257,223 | 265,439 |
Unrealized Gains | 19 | 269 |
Unrealized Losses | (276) | (27) |
Allowance for credit losses | 0 | 0 |
Fair value | 256,966 | 265,681 |
Corporate debt securities | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cost or Amortized Cost | 457,945 | 492,761 |
Unrealized Gains | 44 | 299 |
Unrealized Losses | (524) | (515) |
Allowance for credit losses | 0 | 0 |
Fair value | $ 457,465 | $ 492,545 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Financial instrument transfers | $ 0 | $ 0 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Financial instrument transfers | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Financial instrument transfers | $ 0 | $ 0 |
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, 2024 USD ($) | |
Earnout Shares Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 95,969 |
Change in fair value | (22,985) |
Ending balance | 72,984 |
Common Stock Warrant Liabilities Delta | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 27,734 |
Change in fair value | (3,216) |
Ending balance | $ 24,518 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 177,560 | $ 170,796 |
Accumulated depreciation and amortization | (73,954) | (67,366) |
Property and equipment, net | 103,606 | 103,430 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 89,723 | 84,639 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 22,186 | 21,384 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 20,296 | 18,771 |
Computer software | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 15,408 | 15,114 |
Molds and tooling | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 16,951 | 16,306 |
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 | 1,778 | 1,617 |
Furniture and fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | 875 | 640 |
Construction in-progress | ||
Property Plant And Equipment [Line Items] | ||
Gross property and equipment | $ 4,073 | $ 6,055 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation and amortization expense | $ 7 | $ 5.5 |
Amortization of Intangible Assets | $ 1.5 | $ 1.5 |
Weighted-average amortization period of intangible assets | 1 year 4 months 24 days |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross intangible assets | $ 22,028 | $ 22,028 |
Accumulated amortization | (17,015) | (15,443) |
Intangible assets, net | 5,013 | 6,585 |
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, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2024 (remainder) | $ 2,846 | |
2025 | 2,167 | |
Intangible assets, net | $ 5,013 | $ 6,585 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid equipment | $ 3,694 | $ 3,471 |
Prepaid software | 6,866 | 3,809 |
Prepaid taxes | 2,067 | 1,603 |
Prepaid insurance | 3,984 | 6,192 |
Other | 4,252 | 3,767 |
Total | $ 20,863 | $ 18,842 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Other Noncurrent Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contractual agreement asset | $ 59,611 | $ 59,611 |
Long term prepaid insurance | 373 | 413 |
Other non-current assets | 695 | 586 |
Total | $ 60,679 | $ 60,610 |
Balance Sheet Components - Sc_5
Balance Sheet Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vendor related accruals | $ 10,947 | $ 11,391 |
Payroll accruals including performance related stock based compensation | 8,098 | 16,265 |
Contract liabilities under contracts with customers | 3,218 | 2,534 |
Deferred research and development credits | 3,552 | 3,633 |
Other accruals and current liabilities | 4,202 | 3,995 |
Total | $ 30,017 | $ 37,818 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 12 |
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 tranche $ / shares shares | Aug. 10, 2021 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | |
Class of Warrant or Right [Line Items] | |||||
Number of warrants issued for common stock conversion (in shares) | shares | 1 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Warrants exercised (in shares) | shares | 0 | ||||
Warrant liability | $ | $ 46,969 | $ 62,936 | |||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | 39,027 | $ (22,043) | |||
Earnout shares liability | $ | 72,984 | $ 95,969 | |||
Number of tranches of warrants | tranche | 2 | ||||
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 | $ | 7,600 | (2,900) | |||
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 | $ | 5,100 | (1,900) | |||
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 Liability | |||||
Class of Warrant or Right [Line Items] | |||||
Gain (Loss) from change in fair value of warrants and earnout shares | $ | $ 23,000 | (13,000) | |||
Percentage of shares held for sale | 20% | ||||
Earnout shares vested (in shares) | shares | 0 | ||||
Earnout shares liability | $ | $ 149,900 | ||||
Earnout Shares Liability | Minimum | |||||
Class of Warrant or Right [Line Items] | |||||
Number of trading days | 20 days | ||||
Earnout Shares Liability | Maximum | |||||
Class of Warrant or Right [Line Items] | |||||
Number of trading days | 30 days | ||||
Earnout Shares Liability | Tranche One | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | $ 12 | ||||
Earnout Shares Liability | Tranche Two | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | 18 | ||||
Earnout Shares Liability | Tranche Three | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | 24 | ||||
Earnout Shares Liability | Tranche Four | |||||
Class of Warrant or Right [Line Items] | |||||
Weighted average price per share (in dollars per share) | 32 | ||||
Earnout Shares Liability | 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 | $ | $ 3,200 | $ (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, 2024 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Expected volatility | 75% | 75.30% |
Risk-free interest rate | 4.20% | 3.90% |
Dividend rate | 0% | 0% |
Expected term (in years) | 7 years 4 months 9 days | 7 years 7 months 9 days |
Delta Warrants | ||
Class of Warrant or Right [Line Items] | ||
Expected volatility | 75% | 75.30% |
Risk-free interest rate | 4.20% | 3.90% |
Dividend rate | 0% | 0% |
Expected term (in years) | 8 years 6 months | 8 years 9 months 18 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 01, 2024 shares | Feb. 27, 2023 | Aug. 10, 2021 | Nov. 30, 2016 | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Feb. 12, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Fair value of RSUs vested | $ 37,900 | $ 26,700 | ||||||
Additional stock-based compensation | 27,017 | 17,258 | ||||||
Stock repurchase liability | $ 100 | $ 200 | ||||||
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) | shares | 27,930,481 | |||||||
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] | ||||||||
Contractual term | 10 years | |||||||
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] | ||||||||
Contractual term | 5 years | |||||||
Percentage of shareholding by grantee | 10% | |||||||
Percentage of stockholders on exercise price of option granted | 10% | |||||||
Purchase price of common stock expressed as a percentage of its fair value | 110% | |||||||
Unvested restricted stock awards | 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 | |||||||
Unvested restricted stock awards | 2021 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares vesting period | 4 years | |||||||
Performance Shares | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Target bonus threshold | 30% | |||||||
Increase in target amounts | 0.3333 | |||||||
Restricted stock unit, conversion ratio | 1.25 | |||||||
Maximum earned percentage | 1.25 | |||||||
Minimum earned percentage | 0.45 | |||||||
Target earned percentage | 1 | |||||||
Additional stock-based compensation | $ 7,300 | 3,300 | ||||||
LPA And LTI Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional stock-based compensation | 1,500 | 0 | ||||||
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% | |||||||
Employee Stock | 2021 Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Additional shares authorized (in shares) | shares | 3,491,310 | |||||||
Additional stock-based compensation | $ 1,300 | $ 800 | ||||||
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 (in dollars per share) | $ / shares | $ 0.08 | $ 0.09 | ||||||
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) | shares | 1,730,478 | 1,988,511 | ||||||
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) | 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 (in shares) | shares | 1,449,183 | 1,561,599 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - Unvested restricted stock awards - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Shares | ||
Beginning balance (in shares) | 31,076,699 | |
Granted (in shares) | 10,064,357 | |
Vested (in shares) | (6,034,073) | |
Forfeited (in shares) | (421,497) | |
Ending balance (in shares) | 34,685,486 | |
Weighted-Average Grant Date Fair Value Per Share | ||
Beginning balance (in dollars per share) | $ 6.41 | |
Granted (in dollars per share) | 6.07 | |
Vested (in dollars per share) | 6.28 | |
Forfeited (in dollars per share) | 6.01 | |
Ending balance (in dollars per share) | $ 6.34 | |
Aggregate intrinsic value | $ 185,914 | $ 206,660 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based payment arrangement, expense | $ 27,017 | $ 17,258 |
Research and development expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based payment arrangement, expense | 20,670 | 13,044 |
Selling, general and administrative expenses | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Share-based payment arrangement, expense | $ 6,347 | $ 4,214 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Other Affiliates | |||
Related Party Transaction [Line Items] | |||
Beneficial ownership percentage | 0.10 | ||
Office Space And Certain Utilities And Maintenance Services | |||
Related Party Transaction [Line Items] | |||
Related party, amounts of transaction | $ 0.2 | $ 0.2 | |
Subassembly Components | Other Affiliates | |||
Related Party Transaction [Line Items] | |||
Related party, amounts of transaction | $ 0 | $ 0 | |
Finance lease | $ 3.8 |
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, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (94,587) | $ (113,393) |
Denominator: | ||
Weighted average number of shares outstanding, basic (in shares) | 681,749,388 | 605,184,671 |
Weighted-average number of shares outstanding, diluted (in shares) | 681,749,388 | 605,184,671 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.14) | $ (0.19) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.14) | $ (0.19) |
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, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 79,191,662 | 73,760,334 |
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 awards | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 34,685,486 | 23,855,690 |
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) | 13,992,365 | 17,782,326 |
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) | 1,730,478 | 3,338,985 |