Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TuSimple Holdings Inc. | |
Entity Central Index Key | 0001823593 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-40326 | |
Entity Tax Identification Number | 86-2341575 | |
Entity Address, Address Line One | 9191 Towne Centre Drive | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 619 | |
Local Phone Number | 916-3144 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | TSP | |
Security Exchange Name | NASDAQ | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 185,040,398 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 508,706 | $ 310,815 |
Restricted cash | 785 | 1,536 |
Accounts receivable, net | 1,429 | 1,144 |
Prepaid expenses and other current assets | 5,640 | 2,280 |
Amounts due from related parties | 3,715 | 3,708 |
Total current assets | 520,275 | 319,483 |
Property and equipment, net | 23,030 | 22,116 |
Other assets | 5,054 | 4,986 |
Total assets | 548,359 | 346,585 |
Current liabilities: | ||
Accounts payable | 13,779 | 4,542 |
Amounts due to related parties | 9,660 | 5,715 |
Accrued expenses and other current liabilities | 16,826 | 22,961 |
Short-term debt | 4,670 | 4,623 |
Warrants liability | 42,452 | |
Capital lease liabilities, current | 825 | 805 |
Total current liabilities | 45,760 | 81,098 |
Capital lease liabilities, noncurrent | 3,556 | 3,767 |
Other liabilities | 3,673 | 2,402 |
Total liabilities | 52,989 | 87,267 |
Commitments and contingencies (Note 4) | ||
Redeemable convertible preferred stock, $0.0001 par value; 138,102,770 and 138,102,770 shares authorized as of December 31, 2020 and March 31, 2021; 102,074,703 and 120,534,419 shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively; aggregate liquidation preference of $598,842 and $847,614 as of December 31, 2020 and March 31, 2021, respectively | 1,282,916 | 664,791 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value; 361,897,230 and 361,897,230 shares authorized as of December 31, 2020 and March 31, 2021; 60,543,337 and 60,603,953 shares issued and outstanding as of December 31, 2020 and March 31, 2021, respectively | 6 | 6 |
Additional paid-in-capital | 2,176 | |
Accumulated deficit | (790,338) | (405,178) |
Accumulated other comprehensive income (loss) | 610 | (301) |
Total stockholders’ deficit | (787,546) | (405,473) |
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit | $ 548,359 | $ 346,585 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 138,102,770 | 138,102,770 |
Redeemable convertible preferred stock, shares issued | 120,534,419 | 102,074,703 |
Redeemable convertible preferred stock, shares outstanding | 120,534,419 | 102,074,703 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 847,614 | $ 598,842 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 361,897,230 | 361,897,230 |
Common stock, shares issued | 60,603,953 | 60,543,337 |
Common stock, shares outstanding | 60,603,953 | 60,543,337 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 944 | $ 259 |
Costs and expenses: | ||
Cost of revenue | 2,246 | 771 |
Research and development | 41,434 | 18,182 |
Sales and marketing | 678 | 437 |
General and administrative | 15,224 | 6,726 |
Total costs and expenses | 59,582 | 26,116 |
Loss from operations | (58,638) | (25,857) |
Change in fair value of warrants liability | (326,900) | |
Other income, net | 378 | 96 |
Loss before provision for income taxes | (385,160) | (25,761) |
Net loss | (385,160) | (25,761) |
Accretion of redeemable convertible preferred stock | (4,135) | |
Net loss attributable to common stockholders | $ (389,295) | $ (25,761) |
Net loss per share attributable to common stockholders, basic and diluted | $ (6.43) | $ (0.45) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 60,576,886 | 56,679,887 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (385,160) | $ (25,761) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | 911 | 2 |
Comprehensive loss | $ (384,249) | $ (25,759) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E-2 Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total TuSimple Holdings Inc. Stockholders’ Deficit | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2019 | $ 293,736 | |||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 74,939,388 | |||||||||
Beginning Balance at Dec. 31, 2019 | $ (219,414) | $ 6 | $ (658) | $ (218,718) | $ (219,370) | $ (44) | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 56,516,425 | |||||||||
Issuance of common stock from exercise of options, shares | 2,125,000 | |||||||||
Stock-based compensation | 1,227 | $ 1,227 | 1,227 | |||||||
Acquisition of noncontrolling interest in subsidiary | (44) | (44) | $ 44 | |||||||
Foreign currency translation adjustment | 2 | 2 | 2 | |||||||
Net loss | (25,761) | (25,761) | (25,761) | |||||||
Ending Balance at Mar. 31, 2020 | $ 293,736 | |||||||||
Ending Balance, Shares at Mar. 31, 2020 | 74,939,388 | |||||||||
Ending Balance at Mar. 31, 2020 | (243,946) | $ 6 | 1,227 | (700) | (244,479) | $ (243,946) | ||||
Ending Balance, Shares at Mar. 31, 2020 | 58,641,425 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 664,791 | $ 664,791 | ||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 102,074,703 | 102,074,703 | ||||||||
Beginning Balance at Dec. 31, 2020 | $ (405,473) | $ 6 | (301) | (405,178) | ||||||
Beginning Balance, Shares at Dec. 31, 2020 | 60,543,337 | |||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 61,631 | |||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs, shares | 4,650,999 | |||||||||
Issuance of redeemable convertible preferred stock from the exercise of warrants | $ 379,084 | $ 173,275 | ||||||||
Issuance of redeemable convertible preferred stock from the exercise of warrants, shares | 9,477,073 | 4,331,644 | ||||||||
Issuance of common stock from exercise of options | 1 | 1 | ||||||||
Issuance of common stock from exercise of options, shares | 60,616 | |||||||||
Vesting of early-exercised stock options | 21 | 21 | ||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 4,135 | |||||||||
Accretion of redeemable convertible preferred stock to redemption value | (4,135) | (4,135) | ||||||||
Stock-based compensation | 6,289 | 6,289 | ||||||||
Foreign currency translation adjustment | 911 | 911 | ||||||||
Net loss | (385,160) | (385,160) | ||||||||
Ending Balance at Mar. 31, 2021 | $ 1,282,916 | $ 1,282,916 | ||||||||
Ending Balance, Shares at Mar. 31, 2021 | 120,534,419 | 120,534,419 | ||||||||
Ending Balance at Mar. 31, 2021 | $ (787,546) | $ 6 | $ 2,176 | $ 610 | $ (790,338) | |||||
Ending Balance, Shares at Mar. 31, 2021 | 60,603,953 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (385,160) | $ (25,761) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 6,289 | 1,227 |
Depreciation and amortization | 2,110 | 1,825 |
Change in fair value of warrants liability | 326,900 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (285) | (17) |
Prepaid expenses and other current assets | (3,360) | 1,055 |
Other assets | (152) | (120) |
Accounts payable | 9,237 | 1,143 |
Amounts due to/from related parties | 4,558 | (386) |
Accrued expenses and other current liabilities | (8,217) | (2,262) |
Other liabilities | 1,347 | 932 |
Net cash used in operating activities | (46,733) | (22,364) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,210) | (1,120) |
Purchases of intangible assets | (87) | (62) |
Proceeds from disposal of property and equipment | 100 | |
Net cash used in investing activities | (1,197) | (1,182) |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock | 61,631 | |
Proceeds from exercise of warrants for redeemable convertible preferred stock | 183,007 | |
Proceeds from exercise of stock options | 253 | |
Principal payments on related party loan | (613) | |
Principal payments on capital lease obligations | (191) | |
Principal payments on other liabilities | (117) | (171) |
Net cash provided by (used in) financing activities | 243,970 | (171) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 1,100 | (42) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 197,140 | (23,759) |
Cash, cash equivalents, and restricted cash - beginning of period | 312,351 | 64,110 |
Cash, cash equivalents, and restricted cash - end of period | 509,491 | 40,351 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 195 | 173 |
Supplemental schedule of non-cash investing and financing activities: | ||
Acquisitions of property and equipment included in liabilities | 1,939 | 686 |
Accretion of redeemable convertible preferred stock | 4,135 | |
Vesting of early exercised stock options | 21 | |
Exercise of liability-classified warrants | $ 369,352 | |
Cashless exercise of stock options for common stock | $ 975 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business TuSimple Holdings Inc. (“TuSimple” or the “Company”) is principally engaged in the operation and development of autonomous trucks and an autonomous freight network (“AFN”). The Company is headquartered in San Diego, California. TuSimple was originally incorporated as Tusimple (Cayman) Limited, a limited liability company in the Cayman Islands, on October 25, 2016. In February 2021, the Company deregistered as a Cayman Islands exempted company and continued and domesticated as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The business, assets and liabilities of the Company and its subsidiaries on a consolidated basis, as well as its principal locations and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. In addition, the directors and executive officers of the Company immediately after the Domestication were the same individuals who were directors and executive officers, respectively, of the Company immediately prior to the Domestication. Initial Public Offering and Private Placement On April 19, 2021, the Company closed its initial public offering (“IPO”), in which it issued and sold 27,027,027 shares of its authorized Class A common stock at $40.00 per share, resulting in net proceeds of $1.0 billion after deducting underwriting discounts and commissions of $50.1 million and offering costs. In connection with the IPO, the Company closed a concurrent private placement in which it issued and sold 874,999 shares of its Class A common stock at a purchase price of $40.00 per share and received aggregate proceeds of $35.0 million. The Company did not pay any underwriting discounts or commissions with respect to the shares of Class A common stock that were sold in this private placement. Immediately prior to the completion of the IPO and concurrent private placement, the Company filed an amended and restated certificate of incorporation, which became effective on April 19, 2021. The amended and restated certificate of incorporation authorized 4,876,000,000 shares of Class A common stock and reclassified all outstanding common stock into Class A common stock, authorized 24,000,000 shares of Class B common stock, which are not publicly traded, and authorized 100,000,000 shares of undesignated preferred stock. Additionally, Xiaodi Hou and Mo Chen (the “Founders”) each exchanged 12,000,000 shares of their newly designated Class A common stock for an equivalent number of shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. The holders of our Class A common stock are entitled to one vote per share and the holders of our Class B common stock are entitled to 10 votes per share. Additionally, each share of Class B common stock will automatically convert, on a one-for-one basis, into shares of Class A common stock on the earliest of (i) the date specified by a vote of the holders of Class B common stock representing 75% of the outstanding shares of Class B common stock, (ii) the date that is between 90 days and 270 days, as determined by the board of directors, after the death or incapacitation of the last Founder to die or become incapacitated, or (iii) the date that is between 61 and 180 days, as determined by the board of directors, after the date on which the number of outstanding shares of Class B common stock held by the Founders (or their permitted affiliates) is less than 12,000,000 shares. Immediately prior to the completion of the IPO and concurrent private placement, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted ino 120,534,419 shares of Class A common stock. Refer to Note 10. Subsequent Events for further information. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Prospectus that have had a material impact on the Company’s Financial Statements. Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified on the grant date (or modification date, if applicable) at fair value, using appropriate valuation techniques. Time-Based Service Awards For stock-based awards with time-based vesting conditions only, generally being stock options, the fair value of each stock award granted is estimated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award and expected dividends. Stock-based compensation is recognized straight-line over the requisite service period, which is generally four years. The Company accounts for forfeitures as they occur instead of estimating the number of awards expected to be forfeited. Performance-Based Awards The Company has granted restricted stock units (“RSUs”), share value awards (“SVAs”), and stock options that vest only upon the satisfaction of both time-based service and performance-based conditions. The time-based service condition for these awards generally is satisfied over three years. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an IPO. The Company records stock-based compensation expense for performance-based equity awards such as RSUs, SVAs, and stock options on an accelerated attribution method over the requisite service period, which is generally three years, and only if performance-based conditions are considered probable to be satisfied. As of March 31, 2021, the Company had not recognized stock-based compensation expense for awards with performance-based conditions which include a qualifying event because the qualifying event described above had not occurred and, therefore, cannot be considered probable. In the period in which the Company’s qualifying event is probable, the Company will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values. Stock-based compensation related to remaining time-based service after the qualifying event will be recorded over the remaining requisite service period. For performance-based RSUs and SVAs, the Company determines the grant-date fair value as the fair value of the Company’s common stock on the grant date. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, stock-based compensation expense associated with each tranche is recognized over the longer of (i) the expected achievement period for the operational milestones for such tranche and (ii) the expected achievement period for the related market capitalization milestone determined on the grant date, beginning at the point in time when the relevant operational milestones are considered probable of being met. If such operational milestones become probable any time after the grant date, the Company will recognize a cumulative catch-up expense from the grant date to that point in time. If the related market capitalization milestone is achieved earlier than its expected achievement period and the achievement of the related operational milestones, then the stock-based compensation expense will be recognized over the expected achievement period for the operational milestones, which may accelerate the rate at which such expense is recognized. The fair value of such awards is estimated on the grant date using Monte Carlo simulations. Refer to Note 6. Stock Based Compensation for further information. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract with no material impact to the Company’s Financial Statements. In December 2019, the FASB issued ASU no. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 2. Fair Value Measurements The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ 279,279 $ 279,279 $ — $ — Total $ 279,279 $ 279,279 $ — $ — Liabilities: Warrants liability $ 42,452 $ — $ — $ 42,452 Total $ 42,452 $ — $ — $ 42,452 As of March 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ 115,800 $ 115,800 $ — $ — Total $ 115,800 $ 115,800 $ — $ — Warrants Liability As of December 31, 2020, the fair value of the warrants liability was estimated using the Black-Scholes option-pricing model. The fair value of the underlying redeemable convertible preferred stock used within the Black-Scholes option-pricing model was estimated using a hybrid between a probability-weighted expected return method (“PWERM”) and option pricing model (“OPM”), estimating the probability-weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Discrete future outcomes considered under the PWERM include an IPO of the Company’s common stock, as well as continued operation as a private company. The significant unobservable inputs into the valuation model include the timing and probability of occurrence of these discrete future outcomes and a discount for the lack of marketability of the redeemable convertible preferred stock. In February and March 2021, Traton SE (“Traton”) and Navistar, Inc. (“Navistar”) exercised warrants to purchase 4,331,644 and 9,477,073 shares of Series E-2 and Series E redeemable convertible preferred stock at an exercise price of $11.31 and $14.14, resulting in proceeds of $49.0 million and $134.0 million, respectively. Immediately prior to their exercise, the fair value of the warrants liability was remeasured using the Black-Scholes model. The warrants exercised by Traton represented only a portion of their total and the unexercised warrants expired as of the exercise date. As of March 31, 2021, there were no warrants outstanding. Refer to Note 5. Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Deficit for further information. The Company used the following assumptions in the model: As of December 31, 2020 February 26, 2021 March 19, 2021 Discount for lack of marketability 9.00% - 30.00% — — Fair value of underlying securities $14.14 $40.00 $40.00 Expected volatility 53.90% - 76.90% 62.95% 60.85% Expected term (in years) 0.33 – 1.91 1.76 0.79 Risk-free interest rate 0.10% - 0.13% 0.14% 0.08% The following table sets forth a summary of the changes in the estimated fair value of the Company’s warrants liability (in thousands): Balance as of December 31, 2020 $ 42,452 Change in fair value of warrants 326,900 Exercises during the period (369,352 ) Balance as of March 31, 2021 $ — |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Note 3. Balance Sheet Components Property and Equipment, Net Property and equipment as of December 31, 2020 and March 31, 2021 were as follows (in thousands): As of December 31, 2020 March 31, 2021 Electronic equipment $ 11,429 $ 13,787 Office and other equipment 6,152 11,252 Validation vehicles 12,775 12,877 Leasehold improvements 7,565 2,912 Property and equipment, gross 37,921 40,828 Accumulated depreciation and amortization (15,805 ) (17,798 ) Property and equipment, net $ 22,116 $ 23,030 Depreciation and amortization expense was $1.8 million and $2.1 million for the three months ended March 31, 2020 and 2021, respectively. As of December 31, 2020 and March 31, 2021, property and equipment financed under capital leases was $4.6 million and $4.5 million, net of accumulated amortization of $1.8 million and $1.9 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2020 and March 31, 2021 were as follows (in thousands): As of December 31, 2020 March 31, 2021 Accrued payroll $ 11,941 $ 8,498 Accrued professional fees 7,865 2,342 Other 3,155 5,986 Accrued expenses and other current liabilities $ 22,961 $ 16,826 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4. Commitments and Contingencies Lease Commitments The Company has entered into various noncancelable operating leases for its facilities with various expiry dates through 2033. Future minimum lease payments for non-cancelable operating and capital leases as of March 31, 2021 are as follows (in thousands): Year Ending December 31, Capital Leases Operating Leases Remainder of 2021 $ 1,040 $ 4,704 2022 1,274 6,471 2023 999 6,654 2024 984 4,677 2025 1,817 3,280 Thereafter — 23,867 Total minimum lease payments $ 6,114 $ 49,653 Amount representing interest (1,733 ) Present value of minimum lease payments $ 4,381 Rental expenses amounted to $1.1 million and $1.2 million for the three months ended March 31, 2020 and 2021, respectively. Joint Development Agreement In April 2020, the Company entered into a Development Agreement (“DA”) with Scania relating to a hub-to-hub pilot program using Scania vehicles and the Company’s autonomous technology in northern Europe. Under the DA, each party will fund its own costs related to the program. There are no reimbursements paid between the parties and there are no spending floors included within the DA. Upon successful completion of the development activities, the parties intend to set up a long-term cooperation agreement covering development, maintenance, operation and sales of self-driving systems on a global scale. The terms and conditions of such arrangement will be negotiated by the parties and included in a separate agreement. In July 2020, the Company entered into a Joint Development Agreement (“JDA”) with Navistar, Inc., under which the parties will work collaboratively to develop purpose-built L4 autonomous semi-trucks for the North American market. Under the JDA, the parties grant each other rights to their background intellectual property to permit them to conduct research and development activities. Pursuant to the JDA, the Company agrees to reimburse Navistar up to $10.0 million for research and development expenses incurred. Payment of reimbursements is deferred to align with the achievement of certain milestones and reimbursements due are recorded within accrued expenses in the Company’s condensed consolidated balance sheets. All reimbursements are expected to be paid within 12 months of the Company incurring the obligation. Upon successful completion of the development activities under the JDA, the parties will enter into good faith negotiations for a production license agreement. Products developed will be jointly commercialized by the parties. As of March 31, 2021, expenses incurred to-date by Navistar for reimbursement under the JDA are $5.3 million. Post-Employment Agreements The Company has entered into post-employment agreements with former employees under which the Company is required to pay additional compensation upon the occurrence of an IPO or Sale Event. No amounts have been recorded under such agreements as of December 31, 2020 and March 31, 2021, respectively, as occurrence of the contingent events was not considered probable. The estimated amounts payable upon occurrence of the contingent events were $4.7 million and $4.8 million as of December 31, 2020 and March 31, 2021, respectively. Litigation and Legal Proceedings The Company is not currently a party to any pending material litigation or other legal proceeding or claims. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Deficit | Note 5. Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Deficit Redeemable Convertible Preferred Stock In January 2021, the Company issued 4,650,999 shares of Series E redeemable convertible preferred stock at $14.14 per share for aggregate proceeds of $61.6 million, net of issuance costs of $4.1 million. The Series E redeemable convertible preferred stock were accreted to redemption value immediately upon issuance and $4.1 million of accretion was recorded within additional paid-in capital within the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ deficit. In February 2021, Traton exercised warrants to purchase 4,331,644 shares of Series E-2 redeemable convertible preferred stock at an exercise price of $11.31, resulting in aggregate proceeds of $49.0 million. In March 2021, Navistar exercised warrants to purchase 9,477,073 shares of Series E redeemable convertible preferred stock at an exercise price of $14.14, resulting in proceeds of $134.0 million. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share Based Compensation [Abstract] | |
Stock-Based Compensation | Note 6. Stock-Based Compensation 2017 Share Plan In April 2017, the Company adopted the 2017 Share Plan (the "2017 Plan") under which employees, directors, and consultants may be granted various forms of equity incentive compensation at the discretion of the board of directors, including stock options, restricted shares, RSUs, and SVAs. Stock options granted under the 2017 Plan have a contractual term of ten years and have varying vesting terms, but generally vest over a requisite service period of four years. The exercise price of the stock options granted may not be less than the par value of the common stock on the grant date for non-U.S. tax residents and may not be less than the fair market value of the common stock on the grant date for U.S. tax residents. Certain share options contain a performance condition and are only exercisable subject to the grantee's continuous service and the completion of an IPO. Options which contain a performance condition and for which the service condition has been satisfied are forfeited should employment terminate before the Company’s IPO. In March 2021, the Company’s board of directors approved an amendment to the 2017 Plan to increase the number of shares of common stock reserved for issuance by 2,300,000 shares. For a total of 24,267,694 shares reserved. The 2017 Plan was terminated in connection with the Company’s IPO in April 2021, and the Company will not grant any additional awards under the 2017 Plan. However, the 2017 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under the 2017 Plan. 2021 Equity Incentive Plan In March 2021, the board of directors adopted the 2021 Plan, which became effective upon its approval by the board of directors, but for which no awards were eligible to be granted prior to the Company’s IPO in April 2021. The 2021 Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, and RSUs to the Company’s employees, directors, and consultants. The number of shares of the Company’s Class A common stock reserved for issuance under the 2021 Plan is 20,134,146 plus up to 19,892,067 shares of Class A common stock subject to awards under the Company’s 2017 Plan. The number of shares of Class A common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each fiscal year beginning on January 1, 2022, equal to either (i) 2.5% of the Company’s fully-diluted capitalization as of the last day of the immediately preceding fiscal year or (ii) such other amount as determined by the board of directors. Stock Options A summary of the stock option activity for the three months ended March 31, 2021 is as follows (in thousands, except share amounts, per share amounts, and years): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 13,295,497 $ 1.29 7.99 $ 97,986 Granted 1,515,968 $ 10.73 Exercised (60,616 ) $ 4.18 Forfeited (589,536 ) $ 1.12 Outstanding at March 31, 2021 14,161,313 $ 2.29 7.88 $ 533,909 Expected to vest at March 31, 2021 14,161,313 $ 2.29 7.88 $ 533,909 Vested and exercisable at March 31, 2021 578,613 $ 2.78 9.43 $ 21,537 As of March 31, 2021, there was $55.1 million of unrecognized stock-based compensation expense related to unvested stock options with time-based vesting conditions only, which is expected to be recognized over a weighted-average service period of 3.95 years. As of March 31, 2021, no share-based compensation expense has been recognized for stock options with a performance condition based on the occurrence of an IPO, as such event was not probable. The total unrecognized share-based compensation expense relating to these awards as of March 31, 2021 was $25.6 million. Of this amount, $18.3 million relates to awards for which the time-based vesting condition has been satisfied or partially satisfied on that date, calculated using the accelerated attribution method and the grant date fair value of the awards. The estimated grant-date fair value of the Company’s stock-based option awards was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Three Months Ended March 31, 2020 March 31, 2021 Risk-free interest rate 0.14% - 0.53% 0.33% - 1.04% Expected volatility 51.00% - 60.00% 50.00% Expected term (in years) 2.55 - 6.10 4.05 - 6.22 Fair value of common stock $1.52 - $14.14 $ 40.00 CEO Performance Award In March 2021, incremental to the stock options discussed above, the Company granted 1,150,000 share option awards to the CEO with an exercise price of $14.14 and a contractual life of ten years that vest upon the attainment of both operational milestones (performance conditions) and market conditions, assuming continued employment as the CEO through the vesting date. The options will vest upon certification by the Board of Directors that all the following milestones have been attained: (i) the average market capitalization of the Company during any consecutive 180-day period is no less than $25.0 billion, (ii) the average number of L4 autonomous semi-trucks operating on its Autonomous Freight Network in any 90-day period is no less than 1,500, and (iii) the Company’s revenues from its Autonomous Freight Network for any 12-month period exceed $200.0 million. As of March 31, 2021, there was a total of $31.6 million unrecognized stock-based compensation expense for the operational milestones that were considered probable to achieve which will be recognized over a period of 3.67 years. For the three months ended March 31, 2021, the Company recorded stock-based compensation expense of $0.7 million related to the CEO Performance Award. RSUs The following table summarizes the activity related to RSUs for the three months ended March 31, 2021: RSUs Outstanding Weighted- Average Grant Date Fair Value per Share Unvested and Outstanding at December 31, 2020 1,100,000 $ 14.14 Granted 60,360 $ 40.00 Unvested and outstanding at March 31, 2021 1,160,360 $ 15.49 SVAs The following table summarizes the activity related to SVAs for the three months ended March 31, 2021: SVAs Outstanding Weighted- Average Grant Date Fair Value per Share Unvested and Outstanding at December 31, 2020 3,653,146 $ 3.20 Cancelled (63,020 ) $ 12.29 Unvested and outstanding at March 31, 2021 3,590,126 $ 3.04 For the three months ended March 31, 2021, no share-based compensation expense has been recognized for RSUs and SVAs with a performance condition based on the occurrence of an IPO, as such event was not probable. The total unrecognized stock-based compensation expense relating to these awards as of March 31, 2021 was $30.2 million. Of this amount, $24.3 million relates to awards for which the time-based vesting condition has been satisfied or partially satisfied on that date, calculated using the accelerated attribution method and the grant date fair value of the awards. Early Exercise of Common Stock Options The Company’s board of directors authorized certain stock option holders to exercise unvested options to purchase shares of common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s termination of service, at the original issuance price, until the options are fully vested. As of March 31, 2021, 4,998 shares of common stock were subject to repurchase at a weighted-average price of $4.20 per share. The cash proceeds received for unvested shares of common stock recorded within accrued expenses and other current liabilities in the condensed consolidated balance sheets were $0.2 million as of March 31, 2021. Stock-based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2020 March 31, 2021 Research and development $ — $ 1,669 Sales and marketing — 318 General and administrative 1,227 4,302 Total stock-based compensation expense $ 1,227 $ 6,289 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes Prior to February 2021, the Company was a Cayman Islands incorporated holding company. In February 2021, the Company implemented a domestication pursuant to Section 388 of the Delaware General Corporation Law to which it became a Delaware corporation and is no longer subject to the laws of the Cayman Islands. Following the Domestication, the U.S. federal income tax rate is the applicable statutory rate. The Company’s interim period income tax provision is determined using the estimated annual effective income tax rate applied to year-to-date pretax losses adjusted for the tax effects of legislative changes and other discrete items that relate to the interim period. The estimated annual effective income tax rate is impacted by expected annual earnings, valuation allowances related to current year losses, income tax related to foreign operations, and state tax. The Company’s effective tax rate was zero percent for the three months ended March 31, 2021, which is lower than the U.S. federal rate of 21 percent and was primarily due to valuation allowances recorded on current year losses. As of March 31, 2021, the Company continues to maintain a full valuation allowance against its U.S. and foreign net deferred tax assets due to significant negative evidence, including cumulative losses in the most recent three-year period and the Company’s assessment that it is not more likely than not that the net deferred tax assets will be realized. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Note 8. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share of common stock attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to ordinary shareholders for all years presented because the effects of potentially dilutive items were antidilutive given the Company’s net loss in each period presented. The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2021 Numerator: Net loss (25,761 ) (385,160 ) Less: Accretion of redeemable convertible preferred stock — (4,135 ) Net loss attributable to common stockholders, basic and diluted (25,761 ) (389,295 ) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 56,679,887 60,576,886 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (0.45 ) $ (6.43 ) |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9. Related Party Transactions At December 31, 2020, the Company had short-term, unsecured, interest free loans outstanding of approximately $0.6 million due to its executive chairman and one of its directors. During the three months ended March 31, 2021, the Company paid off these loans in their entirety. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Initial Public Offering On April 19, 2021, the Company closed its IPO, in which it issued and sold 27,027,027 Total outstanding shares of Class A common stock and Class B common stock after closing of the IPO and after conversion of all shares of the Company’s outstanding redeemable convertible preferred stock were 185,040,398 and 24,000,000, respectively. Upon the closing of the IPO, the Company recognized $42.6 million of stock-based compensation expense related to stock options, RSUs, and SVAs for which the time-based vesting conditions had been satisfied or partially satisfied and the performance-based conditions were satisfied upon closing of the IPO. The Company will issue 3,426,096 shares of Class A common stock upon settlement of such RSUs and SVAs, which has not yet occurred as of the date of this filing. Additionally, the Company recorded $4.8 million in compensation expense to former employees in connection with separation agreements for which payment was contingent upon the occurrence of an IPO or Sale Event. Private Placement On April 19, 2021, the Company closed a concurrent private placement in which it issued and sold 874,999 shares of its Class A common stock at a purchase price of $40.00 per share and received aggregate proceeds of $35.0 million. The Company did not pay any underwriting discounts or commissions with respect to the shares of Class A common stock that were sold in this private placement. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business TuSimple Holdings Inc. (“TuSimple” or the “Company”) is principally engaged in the operation and development of autonomous trucks and an autonomous freight network (“AFN”). The Company is headquartered in San Diego, California. TuSimple was originally incorporated as Tusimple (Cayman) Limited, a limited liability company in the Cayman Islands, on October 25, 2016. In February 2021, the Company deregistered as a Cayman Islands exempted company and continued and domesticated as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The business, assets and liabilities of the Company and its subsidiaries on a consolidated basis, as well as its principal locations and fiscal year, were the same immediately after the Domestication as they were immediately prior to the Domestication. In addition, the directors and executive officers of the Company immediately after the Domestication were the same individuals who were directors and executive officers, respectively, of the Company immediately prior to the Domestication. |
Initial Public Offering And Private Placement | Initial Public Offering and Private Placement On April 19, 2021, the Company closed its initial public offering (“IPO”), in which it issued and sold 27,027,027 shares of its authorized Class A common stock at $40.00 per share, resulting in net proceeds of $1.0 billion after deducting underwriting discounts and commissions of $50.1 million and offering costs. In connection with the IPO, the Company closed a concurrent private placement in which it issued and sold 874,999 shares of its Class A common stock at a purchase price of $40.00 per share and received aggregate proceeds of $35.0 million. The Company did not pay any underwriting discounts or commissions with respect to the shares of Class A common stock that were sold in this private placement. Immediately prior to the completion of the IPO and concurrent private placement, the Company filed an amended and restated certificate of incorporation, which became effective on April 19, 2021. The amended and restated certificate of incorporation authorized 4,876,000,000 shares of Class A common stock and reclassified all outstanding common stock into Class A common stock, authorized 24,000,000 shares of Class B common stock, which are not publicly traded, and authorized 100,000,000 shares of undesignated preferred stock. Additionally, Xiaodi Hou and Mo Chen (the “Founders”) each exchanged 12,000,000 shares of their newly designated Class A common stock for an equivalent number of shares of Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. The holders of our Class A common stock are entitled to one vote per share and the holders of our Class B common stock are entitled to 10 votes per share. Additionally, each share of Class B common stock will automatically convert, on a one-for-one basis, into shares of Class A common stock on the earliest of (i) the date specified by a vote of the holders of Class B common stock representing 75% of the outstanding shares of Class B common stock, (ii) the date that is between 90 days and 270 days, as determined by the board of directors, after the death or incapacitation of the last Founder to die or become incapacitated, or (iii) the date that is between 61 and 180 days, as determined by the board of directors, after the date on which the number of outstanding shares of Class B common stock held by the Founders (or their permitted affiliates) is less than 12,000,000 shares. Immediately prior to the completion of the IPO and concurrent private placement, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted ino 120,534,419 shares of Class A common stock. Refer to Note 10. Subsequent Events for further information. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted The condensed consolidated balance sheet as of December 31, 2020 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by GAAP. In management’s opinion, the accompanying Financial Statements reflect all normal recurring adjustments necessary for their fair presentation. Other than described below, there have been no changes to the Company’s significant accounting policies described in the Prospectus that have had a material impact on the Company’s Financial Statements. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with the fair value recognition and measurement provisions of GAAP, which requires compensation cost for the grant-date fair value of stock-based awards to be recognized over the requisite service period. The Company determines the fair value of stock-based awards granted or modified on the grant date (or modification date, if applicable) at fair value, using appropriate valuation techniques. |
Time-Based Service Awards | Time-Based Service Awards For stock-based awards with time-based vesting conditions only, generally being stock options, the fair value of each stock award granted is estimated using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected stock price volatility over the term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award and expected dividends. Stock-based compensation is recognized straight-line over the requisite service period, which is generally four years. The Company accounts for forfeitures as they occur instead of estimating the number of awards expected to be forfeited. |
Performance-Based Awards | Performance-Based Awards The Company has granted restricted stock units (“RSUs”), share value awards (“SVAs”), and stock options that vest only upon the satisfaction of both time-based service and performance-based conditions. The time-based service condition for these awards generally is satisfied over three years. The performance-based conditions are satisfied upon the occurrence of a qualifying event, defined as the earlier of (i) the closing of certain specific liquidation or change in control transactions, or (ii) an IPO. The Company records stock-based compensation expense for performance-based equity awards such as RSUs, SVAs, and stock options on an accelerated attribution method over the requisite service period, which is generally three years, and only if performance-based conditions are considered probable to be satisfied. As of March 31, 2021, the Company had not recognized stock-based compensation expense for awards with performance-based conditions which include a qualifying event because the qualifying event described above had not occurred and, therefore, cannot be considered probable. In the period in which the Company’s qualifying event is probable, the Company will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values. Stock-based compensation related to remaining time-based service after the qualifying event will be recorded over the remaining requisite service period. For performance-based RSUs and SVAs, the Company determines the grant-date fair value as the fair value of the Company’s common stock on the grant date. For performance-based awards with a vesting schedule based entirely on the attainment of both performance and market conditions, stock-based compensation expense associated with each tranche is recognized over the longer of (i) the expected achievement period for the operational milestones for such tranche and (ii) the expected achievement period for the related market capitalization milestone determined on the grant date, beginning at the point in time when the relevant operational milestones are considered probable of being met. If such operational milestones become probable any time after the grant date, the Company will recognize a cumulative catch-up expense from the grant date to that point in time. If the related market capitalization milestone is achieved earlier than its expected achievement period and the achievement of the related operational milestones, then the stock-based compensation expense will be recognized over the expected achievement period for the operational milestones, which may accelerate the rate at which such expense is recognized. The fair value of such awards is estimated on the grant date using Monte Carlo simulations. Refer to Note 6. Stock Based Compensation for further information. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract with no material impact to the Company’s Financial Statements. In December 2019, the FASB issued ASU no. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ 279,279 $ 279,279 $ — $ — Total $ 279,279 $ 279,279 $ — $ — Liabilities: Warrants liability $ 42,452 $ — $ — $ 42,452 Total $ 42,452 $ — $ — $ 42,452 As of March 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ 115,800 $ 115,800 $ — $ — Total $ 115,800 $ 115,800 $ — $ — |
Schedule of Fair Value Assumptions | The Company used the following assumptions in the model: As of December 31, 2020 February 26, 2021 March 19, 2021 Discount for lack of marketability 9.00% - 30.00% — — Fair value of underlying securities $14.14 $40.00 $40.00 Expected volatility 53.90% - 76.90% 62.95% 60.85% Expected term (in years) 0.33 – 1.91 1.76 0.79 Risk-free interest rate 0.10% - 0.13% 0.14% 0.08% |
Summary of Changes in Estimated Fair Value of Warrants Liability | The following table sets forth a summary of the changes in the estimated fair value of the Company’s warrants liability (in thousands): Balance as of December 31, 2020 $ 42,452 Change in fair value of warrants 326,900 Exercises during the period (369,352 ) Balance as of March 31, 2021 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, 2020 and March 31, 2021 were as follows (in thousands): As of December 31, 2020 March 31, 2021 Electronic equipment $ 11,429 $ 13,787 Office and other equipment 6,152 11,252 Validation vehicles 12,775 12,877 Leasehold improvements 7,565 2,912 Property and equipment, gross 37,921 40,828 Accumulated depreciation and amortization (15,805 ) (17,798 ) Property and equipment, net $ 22,116 $ 23,030 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2020 and March 31, 2021 were as follows (in thousands): As of December 31, 2020 March 31, 2021 Accrued payroll $ 11,941 $ 8,498 Accrued professional fees 7,865 2,342 Other 3,155 5,986 Accrued expenses and other current liabilities $ 22,961 $ 16,826 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments for Non-cancelable Operating and Capital Leases | Future minimum lease payments for non-cancelable operating and capital leases as of March 31, 2021 are as follows (in thousands): Year Ending December 31, Capital Leases Operating Leases Remainder of 2021 $ 1,040 $ 4,704 2022 1,274 6,471 2023 999 6,654 2024 984 4,677 2025 1,817 3,280 Thereafter — 23,867 Total minimum lease payments $ 6,114 $ 49,653 Amount representing interest (1,733 ) Present value of minimum lease payments $ 4,381 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share Based Compensation [Abstract] | |
Summary of Stock Option Activities | A summary of the stock option activity for the three months ended March 31, 2021 is as follows (in thousands, except share amounts, per share amounts, and years): Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 13,295,497 $ 1.29 7.99 $ 97,986 Granted 1,515,968 $ 10.73 Exercised (60,616 ) $ 4.18 Forfeited (589,536 ) $ 1.12 Outstanding at March 31, 2021 14,161,313 $ 2.29 7.88 $ 533,909 Expected to vest at March 31, 2021 14,161,313 $ 2.29 7.88 $ 533,909 Vested and exercisable at March 31, 2021 578,613 $ 2.78 9.43 $ 21,537 |
Summary of Estimated Grant-date Fair Value of Company's Stock-based Option Awards | The estimated grant-date fair value of the Company’s stock-based option awards was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Three Months Ended March 31, 2020 March 31, 2021 Risk-free interest rate 0.14% - 0.53% 0.33% - 1.04% Expected volatility 51.00% - 60.00% 50.00% Expected term (in years) 2.55 - 6.10 4.05 - 6.22 Fair value of common stock $1.52 - $14.14 $ 40.00 |
Summary of Nonvested Restricted Stock Unit Awards | The following table summarizes the activity related to RSUs for the three months ended March 31, 2021: RSUs Outstanding Weighted- Average Grant Date Fair Value per Share Unvested and Outstanding at December 31, 2020 1,100,000 $ 14.14 Granted 60,360 $ 40.00 Unvested and outstanding at March 31, 2021 1,160,360 $ 15.49 |
Summary of Nonvested Shareholder Value Awards Activity | The following table summarizes the activity related to SVAs for the three months ended March 31, 2021: SVAs Outstanding Weighted- Average Grant Date Fair Value per Share Unvested and Outstanding at December 31, 2020 3,653,146 $ 3.20 Cancelled (63,020 ) $ 12.29 Unvested and outstanding at March 31, 2021 3,590,126 $ 3.04 |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2020 March 31, 2021 Research and development $ — $ 1,669 Sales and marketing — 318 General and administrative 1,227 4,302 Total stock-based compensation expense $ 1,227 $ 6,289 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts): Three Months Ended March 31, 2020 2021 Numerator: Net loss (25,761 ) (385,160 ) Less: Accretion of redeemable convertible preferred stock — (4,135 ) Net loss attributable to common stockholders, basic and diluted (25,761 ) (389,295 ) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 56,679,887 60,576,886 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (0.45 ) $ (6.43 ) |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) | Apr. 19, 2021USD ($)d$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020shares |
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Common stock, shares authorized | 361,897,230 | 361,897,230 | |
ASU 2018-15 | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2019-12 | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Time Based Service Awards | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Share based compensation, option vesting period | 4 years | ||
Performance Based Awards | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Share based compensation, option vesting period | 3 years | ||
Initial Public Offering | Performance Based Awards | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Share based compensation, option vesting period | 3 years | ||
Initial Public Offering | Subsequent Event | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Price per share | $ / shares | $ 40 | ||
Net proceeds after deducting underwriting discounts and commissions and offering costs | $ | $ 1,000,000,000 | ||
Preferred stock, authorized | 100,000,000 | ||
Initial Public Offering | Common Class A | Subsequent Event | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Number of shares issued and sold | 27,027,027 | ||
Price per share | $ / shares | $ 40 | ||
Net proceeds after deducting underwriting discounts and commissions and offering costs | $ | $ 1,000,000,000 | ||
Underwriting discounts and commissions | $ | $ 50,100,000 | ||
Common stock, shares authorized | 4,876,000,000 | ||
Common stock, voting rights | The holders of our Class A common stock are entitled to one vote per share | ||
Number of redeemable convertible preferred stock converted | 120,534,419 | ||
Initial Public Offering | Common Class A | Subsequent Event | Founders | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Common stock, shares exchanged into Class B common stock | 12,000,000 | ||
Initial Public Offering | Common Class B | Subsequent Event | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Common stock, shares authorized | 24,000,000 | ||
Common stock, voting rights | the holders of our Class B common stock are entitled to 10 votes per share. | ||
Percentage of outstanding shares threshold | 75.00% | ||
Initial Public Offering | Common Class B | Subsequent Event | Founders | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Maximum stock conversion outstanding shares threshold | 12,000,000 | ||
Initial Public Offering | Common Class B | Subsequent Event | Founders | Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Stock conversion threshold days | d | 61 | ||
Initial Public Offering | Common Class B | Subsequent Event | Founders | Maximum | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Stock conversion threshold days | d | 180 | ||
Initial Public Offering | Common Class B | Subsequent Event | Death or Incapacitation of Last Founder | Minimum | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Stock conversion threshold days | d | 90 | ||
Initial Public Offering | Common Class B | Subsequent Event | Death or Incapacitation of Last Founder | Maximum | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Stock conversion threshold days | d | 270 | ||
Private Placement | Common Class A | Subsequent Event | |||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||
Number of shares issued and sold | 874,999 | ||
Price per share | $ / shares | $ 40 | ||
Net proceeds after deducting underwriting discounts and commissions and offering costs | $ | $ 35,000,000 | ||
Underwriting discounts and commissions | $ | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total | $ 115,800 | $ 279,279 |
Liabilities: | ||
Total | 42,452 | |
Warrants Liability | ||
Liabilities: | ||
Total | 42,452 | |
Level 1 | ||
Assets: | ||
Total | 115,800 | 279,279 |
Level 3 | ||
Liabilities: | ||
Total | 42,452 | |
Level 3 | Warrants Liability | ||
Liabilities: | ||
Total | 42,452 | |
Certificates of Deposit | ||
Assets: | ||
Total | 115,800 | 279,279 |
Certificates of Deposit | Level 1 | ||
Assets: | ||
Total | $ 115,800 | $ 279,279 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | |
Fair Value Measurements [Line Items] | |||
Proceeds from warrant exercises | $ 183,007 | ||
Warrants outstanding | 0 | 0 | |
Series E-2 Preferred Shares | Traton | |||
Fair Value Measurements [Line Items] | |||
Warrants to purchase preferred stock | 4,331,644 | ||
Exercise price per share | $ 11.31 | ||
Proceeds from warrant exercises | $ 49,000 | ||
Series E Redeemable Convertible Preferred Stock | Navistar, Inc. | |||
Fair Value Measurements [Line Items] | |||
Warrants to purchase preferred stock | 9,477,073 | 9,477,073 | |
Exercise price per share | $ 14.14 | $ 14.14 | |
Proceeds from warrant exercises | $ 134,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assumptions (Details) | Mar. 19, 2021$ / shares | Feb. 26, 2021$ / shares | Dec. 31, 2020$ / shares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of underlying securities | $ 40 | $ 40 | $ 14.14 |
Discount for Lack of Marketability | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 9 | ||
Discount for Lack of Marketability | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 30 | ||
Expected Volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 60.85 | 62.95 | |
Expected Volatility | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 53.90 | ||
Expected Volatility | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 76.90 | ||
Expected Term | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (in years) | 9 months 14 days | 1 year 9 months 3 days | |
Expected Term | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (in years) | 3 months 29 days | ||
Expected Term | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Expected term (in years) | 1 year 10 months 28 days | ||
Risk-Free Interest Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.08 | 0.14 | |
Risk-Free Interest Rate | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.10 | ||
Risk-Free Interest Rate | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.13 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Warrants Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Balance as of December 31, 2020 | $ 42,452 |
Change in fair value of warrants liability | 326,900 |
Exercises during the period | $ (369,352) |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 40,828 | $ 37,921 |
Accumulated depreciation and amortization | (17,798) | (15,805) |
Property and equipment, net | 23,030 | 22,116 |
Electronic Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 13,787 | 11,429 |
Office and Other Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,252 | 6,152 |
Validation Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,877 | 12,775 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,912 | $ 7,565 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 2,110 | $ 1,825 | |
Property and equipment, net | 23,030 | $ 22,116 | |
Accumulated amortization | 17,798 | 15,805 | |
Financed under Capital Leases | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 4,500 | 4,600 | |
Accumulated amortization | $ 1,900 | $ 1,800 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll | $ 8,498 | $ 11,941 |
Accrued professional fees | 2,342 | 7,865 |
Other | 5,986 | 3,155 |
Accrued expenses and other current liabilities | $ 16,826 | $ 22,961 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | |||||
Noncancelable operating leases expiration year | 2033 | ||||
Rental expenses | $ 1,200,000 | $ 1,100,000 | |||
Research and development expense incurred | 41,434,000 | $ 18,182,000 | |||
JDA | Navistar, Inc. | |||||
Commitments And Contingencies [Line Items] | |||||
Research and development expense incurred | $ 5,300,000 | ||||
JDA | Navistar, Inc. | Maximum | |||||
Commitments And Contingencies [Line Items] | |||||
Research and development expenses reimbursement | $ 10,000,000 | ||||
Post-Employment Agreements | Former Employees | |||||
Commitments And Contingencies [Line Items] | |||||
Additional compensation upon occurrence of an IPO or sale event | 0 | $ 0 | |||
Estimated payments upon occurrence of contingent events | $ 4,800,000 | $ 4,800,000 | $ 4,700,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Summary of Future Minimum Lease Payments for Non-cancelable Operating and Capital Leases (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Capital Leases | |
Remainder of 2021 | $ 1,040 |
2022 | 1,274 |
2023 | 999 |
2024 | 984 |
2025 | 1,817 |
Total minimum lease payments | 6,114 |
Amount representing interest | (1,733) |
Present value of minimum lease payments | 4,381 |
Operating Leases | |
Remainder of 2021 | 4,704 |
2022 | 6,471 |
2023 | 6,654 |
2024 | 4,677 |
2025 | 3,280 |
Thereafter | 23,867 |
Total minimum lease payments | $ 49,653 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Capitalization Equity [Line Items] | |||||
Redeemable convertible preferred stock, shares issued | 120,534,419 | 120,534,419 | 102,074,703 | ||
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Proceeds from warrant exercises | $ 183,007 | ||||
Series E Redeemable Convertible Preferred Stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Redeemable convertible preferred stock, shares issued | 4,650,999 | ||||
Redeemable convertible preferred stock, par value | $ 14.14 | ||||
Proceeds from Issuance of convertible preferred stock, net of issuance costs | $ 61,600 | ||||
Stock issuance costs | 4,100 | ||||
Temporary equity accretion to redemption value | $ 4,100 | ||||
Series E Redeemable Convertible Preferred Stock | Navistar, Inc. | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Warrants to purchase preferred stock | 9,477,073 | 9,477,073 | |||
Exercise price per share | $ 14.14 | $ 14.14 | |||
Proceeds from warrant exercises | $ 134,000 | ||||
Series E-2 Redeemable Convertible Preferred Stock | Traton | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Warrants to purchase preferred stock | 4,331,644 | ||||
Exercise price per share | $ 11.31 | ||||
Proceeds from warrant exercises | $ 49,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)$ / sharesshares | Apr. 30, 2017 | Mar. 31, 2021USD ($)semi-truck$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 6,289,000 | $ 1,227,000 | |||
Total unrecognized compensation cost related to non-vested share-based compensation arrangements | $ 30,200,000 | 30,200,000 | |||
Grant-date fair value of shares vested | $ 24,300,000 | ||||
Common stock subject to repurchase | shares | 4,998 | ||||
Common stock subject to repurchase at weighted average price per share | $ / shares | $ 4.20 | ||||
Cash proceeds received for unvested shares of common stock | $ 200,000 | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | 55,100,000 | $ 55,100,000 | |||
Unrecognized share-based compensation expense, weighted-average service period | 3 years 11 months 12 days | ||||
Stock-based compensation | $ 0 | ||||
Total unrecognized compensation cost related to non-vested share-based compensation arrangements | 25,600,000 | 25,600,000 | |||
Grant-date fair value of shares vested | $ 18,300,000 | ||||
Stock options exercise price | $ / shares | $ 10.73 | ||||
Stock options contractual life | 7 years 10 months 17 days | 7 years 11 months 26 days | |||
CEO Performance Award | CEO | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized share-based compensation expense | $ 31,600,000 | $ 31,600,000 | |||
Unrecognized share-based compensation expense, weighted-average service period | 3 years 8 months 1 day | ||||
Stock-based compensation | $ 700,000 | ||||
Stock options granted | shares | 1,150,000 | ||||
Stock options exercise price | $ / shares | $ 14.14 | ||||
Stock options contractual life | 10 years | ||||
Option vesting rights | The options will vest upon certification by the Board of Directors that all the following milestones have been attained: (i) the average market capitalization of the Company during any consecutive 180-day period is no less than $25.0 billion, (ii) the average number of L4 autonomous semi-trucks operating on its Autonomous Freight Network in any 90-day period is no less than 1,500, and (iii) the Company’s revenues from its Autonomous Freight Network for any 12-month period exceed $200.0 million. | ||||
Minimum average market capitalization | $ 25,000,000,000 | $ 25,000,000,000 | |||
Minimum number of semi-trucks operating on its Autonomous Freight Network | semi-truck | 1,500 | ||||
Annual revenue | $ 200,000,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | 0 | ||||
Shareholder Value Awards (SVAs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation | $ 0 | ||||
2017 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation, option expiry period | 10 years | ||||
Share based compensation, option vesting period | 4 years | ||||
Additional common stock reserved for issuance (in shares) | shares | 2,300,000 | ||||
Common stock reserved and authorized (in shares) | shares | 24,267,694 | 24,267,694 | |||
2017 Plan | Class A Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance | shares | 19,892,067 | 19,892,067 | |||
2021 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of fully-diluted capitalization on last day of preceding fiscal year | 2.50% | ||||
2021 Plan | Class A Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for issuance | shares | 20,134,146 | 20,134,146 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Options Outstanding | ||
Outstanding, beginning of period | shares | 13,295,497 | |
Granted | shares | 1,515,968 | |
Exercised | shares | (60,616) | |
Forfeited | shares | (589,536) | |
Outstanding, end of period | shares | 14,161,313 | 13,295,497 |
Expected to vest at March 31, 2021 | shares | 14,161,313 | |
Vested and exercisable at March 31, 2021 | shares | 578,613 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of period | $ / shares | $ 1.29 | |
Granted | $ / shares | 10.73 | |
Exercised | $ / shares | 4.18 | |
Forfeited | $ / shares | 1.12 | |
Outstanding, end of period | $ / shares | 2.29 | $ 1.29 |
Expected to vest at March 31, 2021 | $ / shares | 2.29 | |
Vested and exercisable at March 31, 2021 | $ / shares | $ 2.78 | |
Weighted-Average Remaining Life (Years) | ||
Outstanding | 7 years 10 months 17 days | 7 years 11 months 26 days |
Expected to vest at March 31, 2021 | 7 years 10 months 17 days | |
Vested and exercisable at March 31, 2021 | 9 years 5 months 4 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 533,909 | $ 97,986 |
Expected to vest at March 31, 2021 | $ | 533,909 | |
Vested and exercisable at March 31, 2021 | $ | $ 21,537 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Estimated Grant-date Fair Value of Company's Stock-based Option Awards (Details) - Stock Options - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate minimum | 0.33% | 0.14% |
Risk-free interest rate maximum | 1.04% | 0.53% |
Expected volatility | 50.00% | |
Expected volatility minimum | 51.00% | |
Expected volatility maximum | 60.00% | |
Fair value of common stock | $ 40 | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 4 years 18 days | 2 years 6 months 18 days |
Fair value of common stock | $ 1.52 | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 2 months 19 days | 6 years 1 month 6 days |
Fair value of common stock | $ 14.14 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Nonvested Restricted Stock Unit Awards (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
RSUs Outstanding | |
Unvested and Outstanding at December 31, 2020 | shares | 1,100,000 |
Granted | shares | 60,360 |
Unvested and outstanding at March 31, 2021 | shares | 1,160,360 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding at December 31, 2020 | $ / shares | $ 14.14 |
Granted | $ / shares | 40 |
Unvested and outstanding at March 31, 2021 | $ / shares | $ 15.49 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Nonvested Shareholder Value Awards Activity (Details) - Shareholder Value Awards (SVAs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
SVAs Outstanding | |
Unvested and Outstanding at December 31, 2020 | shares | 3,653,146 |
Cancelled | shares | (63,020) |
Unvested and outstanding at March 31, 2021 | shares | 3,590,126 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding at December 31, 2020 | $ / shares | $ 3.20 |
Cancelled | $ / shares | 12.29 |
Unvested and outstanding at March 31, 2021 | $ / shares | $ 3.04 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Total Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 6,289 | $ 1,227 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,669 | |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 318 | |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 4,302 | $ 1,227 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 0.00% |
Effective income tax U.S. federal rate | 21.00% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (385,160) | $ (25,761) |
Less: Accretion of redeemable convertible preferred stock | (4,135) | |
Net loss attributable to common stockholders, basic and diluted | $ (389,295) | $ (25,761) |
Denominator: | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 60,576,886 | 56,679,887 |
Net loss per share: | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (6.43) | $ (0.45) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ in Millions | Dec. 31, 2020USD ($) |
Executive Chairman And Director | |
Related Party Transaction [Line Items] | |
Outstanding loans | $ 0.6 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Apr. 19, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Common stock, shares authorized | 361,897,230 | 361,897,230 | ||
Common stock shares outstanding | 60,603,953 | 60,543,337 | ||
Total stock-based compensation expense | $ 6,289,000 | $ 1,227,000 | ||
Subsequent Event | Initial Public Offering | ||||
Subsequent Event [Line Items] | ||||
Price per share | $ 40 | |||
Net proceeds after deducting underwriting discounts and commissions | $ 1,000,000,000 | |||
Stock issuance costs | $ 50,100,000 | |||
Preferred stock, authorized | 100,000,000 | |||
Total stock-based compensation expense | $ 42,600,000 | |||
Subsequent Event | Initial Public Offering | Common Class A | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued and sold | 27,027,027 | |||
Price per share | $ 40 | |||
Net proceeds after deducting underwriting discounts and commissions | $ 1,000,000,000 | |||
Common stock, shares authorized | 4,876,000,000 | |||
Number of redeemable convertible preferred stock converted | 120,534,419 | |||
Common stock shares outstanding | 185,040,398 | |||
Issuance of common stock related to settlement | 3,426,096 | |||
Underwriting discounts and commissions | $ 50,100,000 | |||
Subsequent Event | Initial Public Offering | Common Class B | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares authorized | 24,000,000 | |||
Common stock shares outstanding | 24,000,000 | |||
Subsequent Event | Private Placement | Common Class A | ||||
Subsequent Event [Line Items] | ||||
Number of shares issued and sold | 874,999 | |||
Price per share | $ 40 | |||
Net proceeds after deducting underwriting discounts and commissions | $ 35,000,000 | |||
Underwriting discounts and commissions | $ 0 | |||
Subsequent Event | Founders | Initial Public Offering | Common Class A | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares exchanged into Class B common stock | 12,000,000 | |||
Subsequent Event | Former Employees | Initial Public Offering | ||||
Subsequent Event [Line Items] | ||||
Total stock-based compensation expense | $ 4,800,000 |