Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 31, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40326 | |
Entity Registrant Name | TuSimple Holdings Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | TSP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001823593 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 189,026,565 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 24,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,412,128 | $ 310,815 |
Accounts receivable, net | 1,704 | 1,144 |
Prepaid expenses and other current assets | 15,900 | 3,816 |
Amounts due from related parties | 0 | 3,708 |
Total current assets | 1,429,732 | 319,483 |
Property and equipment, net | 29,419 | 22,116 |
Other assets | 5,875 | 4,986 |
Total assets | 1,465,026 | 346,585 |
Current liabilities: | ||
Accounts payable | 4,416 | 4,542 |
Amounts due to related parties | 0 | 4,360 |
Amounts due to joint development partners | 6,997 | 1,355 |
Accrued expenses and other current liabilities | 33,106 | 22,961 |
Short-term debt | 813 | 4,623 |
Warrants liability | 0 | 42,452 |
Capital lease liabilities, current | 796 | 805 |
Total current liabilities | 46,128 | 81,098 |
Capital lease liabilities, noncurrent | 3,045 | 3,767 |
Other liabilities | 5,814 | 2,402 |
Total liabilities | 54,987 | 87,267 |
Commitments and contingencies (Note 4) | ||
Redeemable convertible preferred stock, $0.0001 par value; 138,102,770 and zero shares authorized as of December 31, 2020 and September 30, 2021; 102,074,703 and zero shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively; aggregate liquidation preference of $598,842 and $0 as of December 31, 2020 and September 30, 2021, respectively | 0 | 664,791 |
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 361,897,230 and 4,876,000,000 Class A shares authorized as of December 31, 2020 and September 30, 2021; 60,543,337 and 188,994,830 shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively; zero and 24,000,000 Class B shares authorized as of December 31, 2020 and September 30, 2021; zero and 24,000,000 shares issued and outstanding as of December 31, 2020 and September 30, 2021, respectively | 21 | 6 |
Additional paid-in-capital | 2,432,613 | 0 |
Accumulated other comprehensive loss | (238) | (301) |
Accumulated deficit | (1,022,357) | (405,178) |
Total stockholders’ equity (deficit) | 1,410,039 | (405,473) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 1,465,026 | $ 346,585 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized (in shares) | 0 | 138,102,770 |
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 102,074,703 |
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 102,074,703 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 0 | $ 598,842 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Class A | ||
Common stock, shares authorized (in shares) | 4,876,000,000 | 361,897,230 |
Common stock, shares outstanding (in shares) | 188,994,830 | 60,543,337 |
Common stock, shares issued (in shares) | 188,994,830 | 60,543,337 |
Common Class B | ||
Common stock, shares authorized (in shares) | 24,000,000 | 0 |
Common stock, shares outstanding (in shares) | 24,000,000 | 0 |
Common stock, shares issued (in shares) | 24,000,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,785 | $ 584 | $ 4,211 | $ 1,106 |
Costs and expenses: | ||||
Cost of revenue | 3,487 | 1,330 | 8,715 | 2,958 |
Research and development | 84,506 | 60,041 | 204,774 | 100,202 |
Sales and marketing | 910 | 459 | 2,629 | 1,139 |
General and administrative | 28,831 | 15,271 | 83,537 | 27,204 |
Total costs and expenses | 117,734 | 77,101 | 299,655 | 131,503 |
Loss from operations | (115,949) | (76,517) | (295,444) | (130,397) |
Change in fair value of related party convertible loan | 0 | (11,849) | 0 | (11,849) |
Change in fair value of warrants liability | 0 | (970) | (326,900) | (970) |
Gain on loan extinguishment | 0 | 0 | 4,183 | 0 |
Other income (expense), net | 459 | (116) | 982 | (81) |
Loss before provision for income taxes | (115,490) | (89,452) | (617,179) | (143,297) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (115,490) | (89,452) | (617,179) | (143,297) |
Accretion of redeemable convertible preferred stock | 0 | 11,943 | 4,135 | 11,943 |
Net loss attributable to common stockholders, basic | (115,490) | (101,395) | (621,314) | (155,240) |
Net loss attributable to common stockholders, diluted | $ (115,490) | $ (101,395) | $ (621,314) | $ (155,240) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.54) | $ (1.73) | $ (4.08) | $ (2.70) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.54) | $ (1.73) | $ (4.08) | $ (2.70) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 212,802,379 | 58,606,231 | 152,469,098 | 57,584,574 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 212,802,379 | 58,606,231 | 152,469,098 | 57,584,574 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (115,490) | $ (89,452) | $ (617,179) | $ (143,297) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (73) | 285 | 63 | 475 |
Comprehensive loss | $ (115,563) | $ (89,167) | $ (617,116) | $ (142,822) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Initial Public Offering | Private Placement | Redeemable convertible preferred stock | Redeemable convertible preferred stockInitial Public Offering | Series D-1 Redeemable Convertible Preferred Shares | Series E Redeemable Convertible Preferred Stock | Series E-2 Redeemable Convertible Preferred Stock | Common Stock | Common StockInitial Public Offering | Common StockPrivate Placement | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Additional Paid-in CapitalPrivate Placement | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total TuSimple Holdings Inc. Stockholders’ Deficit | Noncontrolling Interests |
Beginning Balance (in shares) at Dec. 31, 2019 | 74,939,388 | |||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 293,736 | |||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 74,939,388 | |||||||||||||||||
Ending Balance at Mar. 31, 2020 | $ 293,736 | |||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 56,516,425 | |||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ (219,414) | $ 6 | $ 0 | $ (658) | $ (218,718) | $ (219,370) | $ (44) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock from exercise of options (in 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 (in shares) at Mar. 31, 2020 | 58,641,425 | |||||||||||||||||
Ending Balance at Mar. 31, 2020 | (243,946) | $ 6 | 1,227 | (700) | (244,479) | (243,946) | 0 | |||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 74,939,388 | |||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 293,736 | |||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 76,788,483 | |||||||||||||||||
Ending Balance at Sep. 30, 2020 | $ 308,736 | |||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 56,516,425 | |||||||||||||||||
Beginning Balance at Dec. 31, 2019 | (219,414) | $ 6 | 0 | (658) | (218,718) | (219,370) | (44) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Foreign currency translation adjustment | 475 | |||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 60,542,721 | |||||||||||||||||
Ending Balance at Sep. 30, 2020 | (364,854) | $ 6 | 0 | (227) | (364,633) | (364,854) | 0 | |||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 74,939,388 | |||||||||||||||||
Beginning Balance at Mar. 31, 2020 | $ 293,736 | |||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 74,939,388 | |||||||||||||||||
Ending Balance at Jun. 30, 2020 | $ 293,736 | |||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 58,641,425 | |||||||||||||||||
Beginning Balance at Mar. 31, 2020 | (243,946) | $ 6 | 1,227 | (700) | (244,479) | (243,946) | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Stock-based compensation | 453 | 453 | 453 | |||||||||||||||
Foreign currency translation adjustment | 188 | 188 | 188 | |||||||||||||||
Net loss | (28,084) | (28,084) | (28,084) | |||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 58,641,425 | |||||||||||||||||
Ending Balance at Jun. 30, 2020 | (271,389) | $ 6 | 1,680 | (512) | (272,563) | (271,389) | 0 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 1,849,095 | |||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 3,057 | |||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 11,943 | |||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 76,788,483 | |||||||||||||||||
Ending Balance at Sep. 30, 2020 | $ 308,736 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of restricted ordinary shares (in shares) | 1,899,680 | |||||||||||||||||
Issuance of common stock from exercise of options (in shares) | 1,616 | |||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | (11,943) | (9,325) | (2,618) | (11,943) | ||||||||||||||
Stock-based compensation | 7,645 | 7,645 | 7,645 | |||||||||||||||
Foreign currency translation adjustment | 285 | 285 | 285 | |||||||||||||||
Net loss | (89,452) | (89,452) | (89,452) | |||||||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 60,542,721 | |||||||||||||||||
Ending Balance at Sep. 30, 2020 | $ (364,854) | $ 6 | 0 | (227) | (364,633) | $ (364,854) | $ 0 | |||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 102,074,703 | 102,074,703 | ||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 664,791 | $ 664,791 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 4,650,999 | |||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 61,631 | |||||||||||||||||
Issuance of redeemable convertible preferred stock from the exercise of warrants (in shares) | 9,477,073 | 4,331,644 | ||||||||||||||||
Issuance of redeemable convertible preferred stock from the exercise of warrants | $ 379,084 | $ 173,275 | ||||||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 4,135 | |||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2021 | 120,534,419 | |||||||||||||||||
Ending Balance at Mar. 31, 2021 | $ 1,282,916 | |||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 60,543,337 | |||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (405,473) | $ 6 | 0 | (301) | (405,178) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock from exercise of options (in shares) | 60,616 | |||||||||||||||||
Issuance of common stock from exercise of options | 1 | 1 | ||||||||||||||||
Vesting of early exercised stock options | 21 | 21 | ||||||||||||||||
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 (in shares) at Mar. 31, 2021 | 60,603,953 | |||||||||||||||||
Ending Balance at Mar. 31, 2021 | $ (787,546) | $ 6 | 2,176 | 610 | (790,338) | |||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 102,074,703 | 102,074,703 | ||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 664,791 | $ 664,791 | ||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | |||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 0 | $ 0 | ||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 60,543,337 | |||||||||||||||||
Beginning Balance at Dec. 31, 2020 | (405,473) | $ 6 | 0 | (301) | (405,178) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Foreign currency translation adjustment | 63 | |||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 212,994,830 | |||||||||||||||||
Ending Balance at Sep. 30, 2021 | 1,410,039 | $ 21 | 2,432,613 | (238) | (1,022,357) | |||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 120,534,419 | |||||||||||||||||
Beginning Balance at Mar. 31, 2021 | $ 1,282,916 | |||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | (120,534,419) | |||||||||||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering | $ (1,282,916) | |||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 0 | |||||||||||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 60,603,953 | |||||||||||||||||
Beginning Balance at Mar. 31, 2021 | (787,546) | $ 6 | 2,176 | 610 | (790,338) | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Vesting of early exercised stock options | 21 | 21 | ||||||||||||||||
Conversion of convertible common stock in connection with initial public offering (in shares) | 120,534,419 | |||||||||||||||||
Conversion of convertible common stock in connection with initial public offering | $ 1,282,916 | $ 12 | $ 1,282,904 | |||||||||||||||
Issuance of common stock (in shares) | 27,027,027 | 874,999 | ||||||||||||||||
Issuance of common stock | $ 1,027,374 | $ 35,000 | $ 3 | $ 1,027,371 | $ 35,000 | |||||||||||||
Stock-based compensation | 52,509 | 52,509 | ||||||||||||||||
Foreign currency translation adjustment | (775) | (775) | ||||||||||||||||
Net loss | (116,529) | (116,529) | ||||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 209,040,398 | |||||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 1,492,970 | $ 21 | 2,399,981 | (165) | (906,867) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 0 | 0 | |||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 0 | $ 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock from exercise of options (in shares) | 183,648 | |||||||||||||||||
Issuance of common stock from exercise of options | 529 | 529 | ||||||||||||||||
Issuance of common stock related to release of RSU and SVAs (in shares) | 3,770,784 | |||||||||||||||||
Vesting of early exercised stock options | 21 | 21 | ||||||||||||||||
Stock-based compensation | 32,082 | 32,082 | ||||||||||||||||
Foreign currency translation adjustment | (73) | (73) | ||||||||||||||||
Net loss | (115,490) | (115,490) | ||||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 212,994,830 | |||||||||||||||||
Ending Balance at Sep. 30, 2021 | $ 1,410,039 | $ 21 | $ 2,432,613 | $ (238) | $ (1,022,357) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (617,179) | $ (143,297) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 90,880 | 9,325 |
Accretion of asset retirement obligations | 0 | 27 |
Depreciation and amortization | 6,768 | 5,611 |
Loss on disposal of property and equipment | 0 | 127 |
Non-cash research and development expense | 0 | 32,325 |
Change in fair value of warrants liability | 326,900 | 970 |
Gain on loan extinguishment | (4,183) | 0 |
Change in fair value of related party convertible loan | 0 | 11,849 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (560) | (298) |
Prepaid expenses and other current assets | (12,114) | 1,251 |
Other assets | (659) | (339) |
Accounts payable | (313) | 1,359 |
Amounts due to/from related parties | 0 | (274) |
Amounts due to joint development partners | 5,642 | 0 |
Accrued expenses and other current liabilities | 16,488 | 15,317 |
Other liabilities | 1,965 | 1,263 |
Net cash used in operating activities | (186,365) | (64,784) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (12,218) | (2,881) |
Purchases of intangible assets | (302) | (207) |
Proceeds from disposal of property and equipment | 100 | 178 |
Net cash used in investing activities | (12,420) | (2,910) |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock, net of offering costs | 54,693 | 3,057 |
Proceeds from exercise of warrants for redeemable convertible preferred stock | 183,007 | 0 |
Proceeds from issuance of related party convertible loan | 0 | 50,000 |
Proceeds from issuance of warrants | 0 | 11,943 |
Proceeds from early exercised stock options | 782 | 0 |
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 1,030,965 | 0 |
Proceeds from issuance of common stock related to private placement | 35,000 | 0 |
Proceeds from related party loan | 0 | 5,000 |
Proceeds from loans | 0 | 4,134 |
Return of guarantee deposit on related party loan | 3,715 | 0 |
Principal payments on related party loan | (4,398) | 0 |
Payment of third-party costs in connection with initial public offering | (2,812) | 0 |
Principal payments on capital lease obligations | (586) | (528) |
Principal payments on other liabilities | (353) | (38) |
Net cash provided by financing activities | 1,300,013 | 73,568 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 55 | (324) |
Net increase in cash, cash equivalents, and restricted cash | 1,101,283 | 5,550 |
Cash, cash equivalents, and restricted cash - beginning of period | 312,351 | 64,110 |
Cash, cash equivalents, and restricted cash - end of period | 1,413,634 | 69,660 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | ||
Cash and cash equivalents | 1,412,128 | 68,910 |
Restricted cash included in prepaid expenses and other current assets | 1,506 | 750 |
Total cash and cash equivalents, and restricted cash | 1,413,634 | 69,660 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 575 | 850 |
Supplemental schedule of non-cash investing and financing activities: | ||
Acquisitions of property and equipment included in current liabilities | 1,987 | 1,526 |
Accretion of redeemable convertible preferred stock | 4,135 | 11,943 |
Vesting of early exercised stock options | 63 | 0 |
Exercise of liability-classified warrants | 369,352 | 0 |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | 1,282,916 | 0 |
Cashless exercise of stock options for common stock | 0 | 975 |
Issuance costs incurred in connection with initial public offering included in current liabilities | $ 779 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 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”) and concurrent private placement, in which it issued and sold 27,027,027 shares and 874,999 shares, respectively, 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. Upon closing of the IPO, (i) the Company filed an amended and restated certificate of incorporation, which 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, (ii) 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, and (iii) all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 120,534,419 shares of Class A 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 Class A common stock are entitled to one vote per share and the holders of 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 days 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. Upon the closing of the IPO, the Company recognized $42.6 million of stock-based compensation expense related to stock options, restricted stock units (“RSUs”), and share value awards (“SVAs”), for which the time-based vesting conditions had been satisfied or partially satisfied and the performance-based conditions were satisfied upon the closing of the IPO. Additionally, the Company recorded $4.3 million within operating expenses to former employees in connection with post-employment agreements for which payment was contingent upon the occurrence of an IPO or Sale Event (as such terms are defined in the post-employment agreements). Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 16, 2021 (the “Prospectus”). 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 RSUs and stock options, stock-based compensation is recognized straight-line over the requisite service period, which is generally four years. The fair value of RSUs is measured on the grant date based on the closing fair market value of the Company's Class A common stock. The fair value of stock option awards is estimated on the grant date 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. 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 RSUs, 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 four years The performance-based conditions, other than with respect to the CEO Performance Award discussed in Note 6. Stock Based Compensation, 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 four years, and only if performance-based conditions are considered probable to be satisfied. Upon completion of the IPO, the Company recorded 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 is 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. Employee Stock Purchase Plan ("ESPP") The Company recognizes stock-based expense related to shares issued pursuant to the ESPP on a straight-line basis over the offering period. The ESPP provides for six-month offering periods. The ESPP allows eligible employees to purchase shares of Class A common stock at a 15% discount on the lower of our stock price on either (i) the offering period beginning date or (ii) the purchase date. No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of Class A common stock based on the fair market value per share of Class A common stock at the beginning of an offering for each calendar year such purchase right is outstanding or 1,500 shares. The Company estimates the fair value of shares to be issued under the ESPP based on a combination of options valued using the Black-Scholes option-pricing model. Volatility is determined over an expected term of six months based on the Company's historical volatility. The expected term is estimated based on the contractual term. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Restricted cash has been reclassified to prepaid expenses and other current assets and accrued expenses incurred under joint development agreements have been reclassified to be presented separately from amounts due to related parties. 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 , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted the guidance as of January 1, 2021 with no material impact to the Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes , for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Financial Statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases as modified by subsequently issued ASUs 2018-01, 2018-10 and 2018-11. The core principle of the ASU improves transparency and comparability related to the accounting and reporting of leasing arrangements, including balance sheet recognition for assets and liabilities associated with rights and obligations created by leases with terms greater than twelve months, among other changes. For the Company, the effective date of these ASUs is for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company has elected not to early adopt these ASUs and plans to elect the modified retrospective application by recording a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. In addition, the Company expects to avail itself of the package of practical expedients allowing the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) the initial direct costs for any existing leases. The Company anticipates recognizing material right-of-use assets and related liabilities upon adoption. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 September 30, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ — $ — $ — $ — Money market funds 1,147,989 1,147,989 — — Total $ 1,147,989 $ 1,147,989 $ — $ — 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 September 30, 2021, there were no warrants outstanding. Refer to Note 5. Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Equity for further information. The Company used the following assumptions in the model: As of December 31, 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 September 30, 2021 $ — |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment, net as of December 31, 2020 and September 30, 2021, was as follows (in thousands): As of December 31, September 30, Electronic equipment $ 11,429 $ 12,396 Office and other equipment 6,152 8,975 Vehicles 12,775 16,369 Leasehold improvements 7,340 10,542 Construction in progress 225 2,985 Property and equipment, gross 37,921 51,267 Accumulated depreciation and amortization (15,805) (21,848) Property and equipment, net $ 22,116 $ 29,419 Depreciation and amortization expense was $1.8 million and $5.6 million for the three and nine months ended September 30, 2020, respectively, and $2.3 million and $6.7 million for the three and nine months ended September 30, 2021, respectively. As of December 31, 2020 and September 30, 2021, property and equipment financed under capital leases was $4.6 million and $4.2 million, net of accumulated amortization of $1.8 million and $2.3 million, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2020 and September 30, 2021 were as follows (in thousands): As of December 31, September 30, Accrued payroll $ 11,941 $ 24,604 Accrued professional fees 7,865 3,254 Other 3,155 5,248 Accrued expenses and other current liabilities $ 22,961 $ 33,106 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 September 30, 2021 are as follows (in thousands): Year Ending December 31, Operating Leases Capital Leases Remainder of 2021 $ 1,746 $ 341 2022 6,950 1,253 2023 7,136 978 2024 4,870 963 2025 3,418 1,761 Thereafter 21,193 — Total minimum lease payments $ 45,313 5,296 Amount representing interest (1,455) Present value of minimum lease payments $ 3,841 Rental expenses amounted to $1.5 million and $3.9 million for the three and nine months ended September 30, 2020, respectively, and $1.6 million and $4.3 million for the three and nine months ended September 30, 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 September 30, 2021, expenses incurred to-date by Navistar for reimbursement under the JDA are $10.0 million. Payroll Protection Program (“PPP”) Loan In April 2020, the Company received loan proceeds in the amount of $4.1 million under the Small Business Administration Paycheck Protection Program established under Section 1102 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. In October 2020, the Company applied for forgiveness of the PPP Loan and corresponding accrued interest, which was approved by the SBA in June 2021. 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 (as such terms are defined in the post-employment agreements). Since the Company’s IPO, $4.3 million has been paid to said former employees and recorded within operating expenses as of September 30, 2021 pursuant to such post-employment agreements. 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’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Equity | Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Equity 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 shares of 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’ equity (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 per share, 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 per share, resulting in proceeds of $134.0 million. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | 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 could 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 Equity Incentive Plan (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. In the event that the aggregate number of shares of Class A common stock that are available for issuance under the 2021 Plan as of the last day of a fiscal year is less than 5% of the Company's fully-diluted capitalization, then for the duration of the 2021 Plan, on the first day of each fiscal year of the Company thereafter, the number of shares of Class A common stock available for issuance under the 2021 Plan will automatically increase by 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. 2021 Employee Stock Purchase Plan In March 2021, the board of directors adopted the 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which became effective upon the Company's IPO in April 2021. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 2,013,414 shares of the Company's Class A common stock have been reserved for future issuance under the 2021 ESPP, subject to annual increases authorized by the board of directors; however, the aggregate number of shares of Class A common stock that may be approved for issuance under the 2021 ESPP in any given fiscal year may not exceed 1% of the total number of shares of common stock issued and outstanding on the last business day of the prior fiscal year. The stock-based compensation expense recognized for the 2021 ESPP was $0.2 million during the three and nine months ended September 30, 2021. During the periods ended December 31, 2020 and September 30, 2021, no shares were purchased under the 2021 ESPP. As of September 30, 2021, unrecognized stock-based compensation expense related to the 2021 ESPP was $0.8 million, which is expected to be recognized over a weighted-average period of 0.4 years. The estimated grant-date fair value of the ESPP purchase rights was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Risk-free interest rate 0.06% 0.06% Expected volatility 97.10% 97.10% Expected term (in years) 0.50 0.50 Fair value of common stock $44.39 $44.39 Stock Options A summary of the stock option activity, including the CEO Performance Award, for the nine months ended September 30, 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 3,717,968 $ 22.22 Exercised (244,264) $ 3.20 Cancelled/Forfeited (749,962) $ 1.11 Outstanding at September 30, 2021 16,019,239 $ 6.13 7.66 $ 507,736 Vested and exercisable at September 30, 2021 9,514,873 $ 0.55 6.50 $ 348,041 As of September 30, 2021, there was $97.9 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average service period of 3.41 years. Upon the closing of the Company’s IPO, the Company recognized $18.8 million of stock-based compensation expense relating to stock options for which the time-based vesting condition has been satisfied or partially satisfied on that date and for which the performance condition was satisfied upon the occurrence of the IPO. 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 September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Risk-free interest rate 0.21% - 0.31% 0.86% - 0.95% 0.21% - 0.44% 0.33% - 1.04% Expected volatility 60.00% 50.00% 60.00% 50.00% Expected term (in years) 5.00 - 6.06 6.16 5.00 - 6.06 4.05 - 6.22 CEO Performance Award In March 2021, included in the stock options discussed above, the Company granted 1,150,000 stock option awards to its CEO with an exercise price of $14.14 per share 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 CEO through the vesting date (the “CEO Performance Award”). 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 the Company’s 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 September 30, 2021, there was a total of $27.2 million unrecognized stock-based compensation expense for the operational milestones that were considered probable to achieve which will be recognized over a period of 3.17 years. For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $2.2 million and $5.0 million, respectively, related to the CEO Performance Award. RSUs The following table summarizes the activity related to RSUs for the nine months ended September 30, 2021: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2020 1,100,000 $ 14.14 Granted 4,905,295 $ 50.77 Vested (931,588) $ 19.44 Cancelled (11,928) $ 45.43 Unvested and outstanding at September 30, 2021 5,061,779 $ 48.58 Vested and outstanding at September 30, 2021 142,153 $ 38.19 SVAs The following table summarizes the activity related to SVAs for the nine months ended September 30, 2021: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2020 3,653,146 $ 3.20 Vested (2,981,349) $ 3.08 Cancelled (260,718) $ 5.84 Unvested and outstanding at September 30, 2021 411,079 $ 4.75 Vested and outstanding at September 30, 2021 — $ — As of September 30, 2021, there was $225.4 million of unrecognized stock-based compensation expense related to RSUs and SVAs, which is expected to be recognized over a weighted-average service period of 3.18 years. Upon the Company’s IPO, the Company recognized $23.8 million of stock-based compensation expense relating to RSUs and SVAs for which the time-based vesting condition has been satisfied or partially satisfied on that date and for which the performance condition was satisfied upon the occurrence of the IPO. 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 Class A common stock. Shares of Class A common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised 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 September 30, 2021, 45,000 shares of Class A 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 September 30, 2021. Stock-based Compensation Expense Total stock-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Research and development $ 402 $ 22,382 $ 547 $ 49,520 Sales and marketing 2 101 2 652 General and administrative 7,241 9,599 8,776 40,708 Total stock-based compensation expense $ 7,645 $ 32,082 $ 9,325 $ 90,880 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Prior to February 2021, the Company was a Cayman Islands incorporated holding company. In February 2021, the Company completed a domestication pursuant to Section 388 of the Delaware General Corporation Law pursuant to which it became a Delaware corporation and was 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. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
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 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 stockholders is the same as basic net loss per share attributable to common stockholders 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 September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Numerator: Net loss $ (89,452) $ (115,490) $ (143,297) $ (617,179) Less: Accretion of redeemable convertible preferred stock (11,943) — (11,943) (4,135) Net loss attributable to common stockholders, basic and diluted $ (101,395) $ (115,490) $ (155,240) $ (621,314) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 58,606,231 212,802,379 57,584,574 152,469,098 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (1.73) $ (0.54) $ (2.70) $ (4.08) The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: As of September 30, 2020 2021 Redeemable convertible preferred stock 76,788,483 — Options to purchase common stock 9,760,857 16,019,239 RSUs subject to future vesting — 5,061,779 SVAs subject to future vesting 3,500,815 411,079 Early exercised options subject to future vesting* 1,062,500 45,000 Total 91,112,655 21,537,097 *Refer to Note 6. Stock-Based Compensation for further detail. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsAt December 31, 2020, the Company had short-term, unsecured, interest free loans outstanding of approximately $0.6 million due to its executive chairman and approximately $3.7 million due to Jinzhuo Hengbang Technology (Beijing) Co., Ltd. (“Jinzhuo Hengbang”), an affiliated company of Sina Corporation, the ultimate parent company of one of the Company’s investors. Additionally, the Company paid a guarantee deposit of $3.7 million to Sina Corporation in connection with the loans borrowed by the Company from Jinzhuo Hengbang, which was outstanding at December 31, 2020. During the nine months ended September 30, 2021, the Company paid off these loans in their entirety, and received a refund of the guarantee deposit paid to Sina Corporation. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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”) and concurrent private placement, in which it issued and sold 27,027,027 shares and 874,999 shares, respectively, 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. Upon closing of the IPO, (i) the Company filed an amended and restated certificate of incorporation, which 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, (ii) 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, and (iii) all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 120,534,419 shares of Class A 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 Class A common stock are entitled to one vote per share and the holders of 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 days 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. Upon the closing of the IPO, the Company recognized $42.6 million of stock-based compensation expense related to stock options, restricted stock units (“RSUs”), and share value awards (“SVAs”), for which the time-based vesting conditions had been satisfied or partially satisfied and the performance-based conditions were satisfied upon the closing of the IPO. Additionally, the Company recorded $4.3 million within operating expenses to former employees in connection with post-employment agreements for which payment was contingent upon the occurrence of an IPO or Sale Event (as such terms are defined in the post-employment agreements). |
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 in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These Financial Statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 16, 2021 (the “Prospectus”). |
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 RSUs and stock options, stock-based compensation is recognized straight-line over the requisite service period, which is generally four years. The fair value of RSUs is measured on the grant date based on the closing fair market value of the Company's Class A common stock. The fair value of stock option awards is estimated on the grant date 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. The Company accounts for forfeitures as they occur instead of estimating the number of awards expected to be forfeited. |
Employee Stock Purchase Plan ("ESPP") | Employee Stock Purchase Plan ("ESPP") The Company recognizes stock-based expense related to shares issued pursuant to the ESPP on a straight-line basis over the offering period. The ESPP provides for six-month offering periods. The ESPP allows eligible employees to purchase shares of Class A common stock at a 15% discount on the lower of our stock price on either (i) the offering period beginning date or (ii) the purchase date. No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of Class A common stock based on the fair market value per share of Class A common stock at the beginning of an offering for each calendar year such purchase right is outstanding or 1,500 shares. The Company estimates the fair value of shares to be issued under the ESPP based on a combination of options valued using the Black-Scholes option-pricing model. Volatility is determined over an expected term of six months based on the Company's historical volatility. The expected term is estimated based on the contractual term. |
Performance-Based Awards | Performance-Based Awards The Company has granted RSUs, 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 four years The performance-based conditions, other than with respect to the CEO Performance Award discussed in Note 6. Stock Based Compensation, 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 four years, and only if performance-based conditions are considered probable to be satisfied. Upon completion of the IPO, the Company recorded 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 is 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. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes. Restricted cash has been reclassified to prepaid expenses and other current assets and accrued expenses incurred under joint development agreements have been reclassified to be presented separately from amounts due to related parties. |
Recently Adopted and Issued 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 , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company adopted the guidance as of January 1, 2021 with no material impact to the Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes , for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Financial Statements. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases as modified by subsequently issued ASUs 2018-01, 2018-10 and 2018-11. The core principle of the ASU improves transparency and comparability related to the accounting and reporting of leasing arrangements, including balance sheet recognition for assets and liabilities associated with rights and obligations created by leases with terms greater than twelve months, among other changes. For the Company, the effective date of these ASUs is for fiscal years beginning after December 15, 2021 and early adoption is permitted. The Company has elected not to early adopt these ASUs and plans to elect the modified retrospective application by recording a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. In addition, the Company expects to avail itself of the package of practical expedients allowing the Company to not reassess (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, and (iii) the initial direct costs for any existing leases. The Company anticipates recognizing material right-of-use assets and related liabilities upon adoption. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ — $ — $ — $ — Money market funds 1,147,989 1,147,989 — — Total $ 1,147,989 $ 1,147,989 $ — $ — |
Schedule of Fair Value Assumptions | The Company used the following assumptions in the model: As of December 31, 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 September 30, 2021 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net as of December 31, 2020 and September 30, 2021, was as follows (in thousands): As of December 31, September 30, Electronic equipment $ 11,429 $ 12,396 Office and other equipment 6,152 8,975 Vehicles 12,775 16,369 Leasehold improvements 7,340 10,542 Construction in progress 225 2,985 Property and equipment, gross 37,921 51,267 Accumulated depreciation and amortization (15,805) (21,848) Property and equipment, net $ 22,116 $ 29,419 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2020 and September 30, 2021 were as follows (in thousands): As of December 31, September 30, Accrued payroll $ 11,941 $ 24,604 Accrued professional fees 7,865 3,254 Other 3,155 5,248 Accrued expenses and other current liabilities $ 22,961 $ 33,106 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases | Future minimum lease payments for non-cancelable operating and capital leases as of September 30, 2021 are as follows (in thousands): Year Ending December 31, Operating Leases Capital Leases Remainder of 2021 $ 1,746 $ 341 2022 6,950 1,253 2023 7,136 978 2024 4,870 963 2025 3,418 1,761 Thereafter 21,193 — Total minimum lease payments $ 45,313 5,296 Amount representing interest (1,455) Present value of minimum lease payments $ 3,841 |
Schedule of Capital Leases | Future minimum lease payments for non-cancelable operating and capital leases as of September 30, 2021 are as follows (in thousands): Year Ending December 31, Operating Leases Capital Leases Remainder of 2021 $ 1,746 $ 341 2022 6,950 1,253 2023 7,136 978 2024 4,870 963 2025 3,418 1,761 Thereafter 21,193 — Total minimum lease payments $ 45,313 5,296 Amount representing interest (1,455) Present value of minimum lease payments $ 3,841 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Estimated Grant-Date Fair Value of ESPP | The estimated grant-date fair value of the ESPP purchase rights was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Risk-free interest rate 0.06% 0.06% Expected volatility 97.10% 97.10% Expected term (in years) 0.50 0.50 Fair value of common stock $44.39 $44.39 |
Summary of Stock Option Activities | A summary of the stock option activity, including the CEO Performance Award, for the nine months ended September 30, 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 3,717,968 $ 22.22 Exercised (244,264) $ 3.20 Cancelled/Forfeited (749,962) $ 1.11 Outstanding at September 30, 2021 16,019,239 $ 6.13 7.66 $ 507,736 Vested and exercisable at September 30, 2021 9,514,873 $ 0.55 6.50 $ 348,041 |
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 September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Risk-free interest rate 0.21% - 0.31% 0.86% - 0.95% 0.21% - 0.44% 0.33% - 1.04% Expected volatility 60.00% 50.00% 60.00% 50.00% Expected term (in years) 5.00 - 6.06 6.16 5.00 - 6.06 4.05 - 6.22 |
Summary of Nonvested Restricted Stock Unit Awards | The following table summarizes the activity related to RSUs for the nine months ended September 30, 2021: RSUs Outstanding Weighted-Average Unvested and outstanding at December 31, 2020 1,100,000 $ 14.14 Granted 4,905,295 $ 50.77 Vested (931,588) $ 19.44 Cancelled (11,928) $ 45.43 Unvested and outstanding at September 30, 2021 5,061,779 $ 48.58 Vested and outstanding at September 30, 2021 142,153 $ 38.19 |
Summary of Nonvested Shareholder Value Awards Activity | The following table summarizes the activity related to SVAs for the nine months ended September 30, 2021: SVAs Outstanding Weighted-Average Unvested and outstanding at December 31, 2020 3,653,146 $ 3.20 Vested (2,981,349) $ 3.08 Cancelled (260,718) $ 5.84 Unvested and outstanding at September 30, 2021 411,079 $ 4.75 Vested and outstanding at September 30, 2021 — $ — |
Summary of Total Stock-based Compensation Expense | Total stock-based compensation expense was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Research and development $ 402 $ 22,382 $ 547 $ 49,520 Sales and marketing 2 101 2 652 General and administrative 7,241 9,599 8,776 40,708 Total stock-based compensation expense $ 7,645 $ 32,082 $ 9,325 $ 90,880 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Numerator: Net loss $ (89,452) $ (115,490) $ (143,297) $ (617,179) Less: Accretion of redeemable convertible preferred stock (11,943) — (11,943) (4,135) Net loss attributable to common stockholders, basic and diluted $ (101,395) $ (115,490) $ (155,240) $ (621,314) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted 58,606,231 212,802,379 57,584,574 152,469,098 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (1.73) $ (0.54) $ (2.70) $ (4.08) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding shares were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or because issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period: As of September 30, 2020 2021 Redeemable convertible preferred stock 76,788,483 — Options to purchase common stock 9,760,857 16,019,239 RSUs subject to future vesting — 5,061,779 SVAs subject to future vesting 3,500,815 411,079 Early exercised options subject to future vesting* 1,062,500 45,000 Total 91,112,655 21,537,097 *Refer to Note 6. Stock-Based Compensation for further detail. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) | Apr. 19, 2021USD ($)voted$ / sharesshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares |
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Stock-based compensation expense | $ | $ 32,082,000 | $ 7,645,000 | $ 90,880,000 | $ 9,325,000 | ||
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 | 4 years | |||||
Employee Stock | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Stock-based compensation expense | $ | $ 200,000 | $ 200,000 | ||||
Common Class A | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Common stock, shares authorized (in shares) | 4,876,000,000 | 4,876,000,000 | 361,897,230 | |||
Number of votes per share | vote | 1 | |||||
Maximum purchase amount | $ | $ 25,000 | |||||
Maximum number of shares per employee (in shares) | 1,500 | |||||
Common Class A | Employee Stock | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Offering period | 6 months | |||||
Purchase price of common stock, percentage of fair market value | 15.00% | |||||
Common Class B | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 | 0 | |||
Number of votes per share | vote | 10 | |||||
Initial Public Offering | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Preferred stock, authorized (in shares) | 100,000,000 | |||||
Number of redeemable convertible preferred stock converted (in shares) | 120,534,419 | |||||
Stock-based compensation expense | $ | $ 42,600,000 | $ 42,600,000 | ||||
Initial Public Offering | Performance Based Awards | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Share based compensation, option vesting period | 4 years | |||||
Initial Public Offering | Former Employees | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Stock-based compensation expense | $ | $ 4,300,000 | |||||
Initial Public Offering | Common Class A | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Number of shares issued and sold (in shares) | 27,027,027 | |||||
Price per share (in dollars 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 (in shares) | 4,876,000,000 | |||||
Number of redeemable convertible preferred stock converted (in shares) | 120,534,419 | |||||
Initial Public Offering | Common Class A | Founders | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Common stock, shares exchanged into Class B common stock (in shares) | 12,000,000 | |||||
Initial Public Offering | Common Class B | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Common stock, shares authorized (in shares) | 24,000,000 | |||||
Percentage of outstanding shares threshold | 75.00% | |||||
Initial Public Offering | Common Class B | 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 | 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 | 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 | 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 | 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 | ||||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | ||||||
Number of shares issued and sold (in shares) | 874,999 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Warrants liability | $ 0 | $ 42,452 |
Recurring Basis | ||
Assets: | ||
Total | 1,147,989 | 279,279 |
Liabilities: | ||
Total | 42,452 | |
Recurring Basis | Level 1 | ||
Assets: | ||
Total | 1,147,989 | 279,279 |
Liabilities: | ||
Warrants liability | 0 | |
Total | 0 | |
Recurring Basis | Level 2 | ||
Assets: | ||
Total | 0 | 0 |
Liabilities: | ||
Warrants liability | 0 | |
Total | 0 | |
Recurring Basis | Level 3 | ||
Assets: | ||
Total | 0 | 0 |
Liabilities: | ||
Warrants liability | 42,452 | |
Total | 42,452 | |
Recurring Basis | Certificates of deposit | ||
Assets: | ||
Cash equivalents | 0 | 279,279 |
Recurring Basis | Certificates of deposit | Level 1 | ||
Assets: | ||
Cash equivalents | 0 | 279,279 |
Recurring Basis | Certificates of deposit | Level 2 | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Recurring Basis | Certificates of deposit | Level 3 | ||
Assets: | ||
Cash equivalents | 0 | $ 0 |
Recurring Basis | Money market funds | ||
Assets: | ||
Cash equivalents | 1,147,989 | |
Recurring Basis | Money market funds | Level 1 | ||
Assets: | ||
Cash equivalents | 1,147,989 | |
Recurring Basis | Money market funds | Level 2 | ||
Assets: | ||
Cash equivalents | 0 | |
Recurring Basis | Money market funds | Level 3 | ||
Assets: | ||
Cash equivalents | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Measurements [Line Items] | ||||
Proceeds from warrant exercises | $ 183,007 | $ 0 | ||
Warrants outstanding (in shares) | 0 | |||
Series E-2 Preferred Shares | Traton | ||||
Fair Value Measurements [Line Items] | ||||
Warrants to purchase preferred stock (in shares) | 4,331,644 | |||
Exercise price per share (in dollars 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 (in shares) | 9,477,073 | |||
Exercise price per share (in dollars per share) | $ 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 (in dollars per share) | $ 40 | $ 40 | $ 14.14 |
Discount for lack of marketability | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0 | 0 | |
Discount for lack of marketability | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.0900 | ||
Discount for lack of marketability | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.3000 | ||
Expected volatility | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.6085 | 0.6295 | |
Expected volatility | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.5390 | ||
Expected volatility | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.7690 | ||
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 | 0.0008 | 0.0014 | |
Risk-free interest rate | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.0010 | ||
Risk-free interest rate | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Measurement input | 0.0013 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Warrants Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Warrant And Right Outstanding Rollforward [Roll Forward] | ||||
Beginning balance | $ 42,452 | |||
Change in fair value of warrants liability | $ 0 | $ 970 | 326,900 | $ 970 |
Exercises during the period | (369,352) | |||
Ending balance | $ 0 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 51,267 | $ 37,921 |
Accumulated depreciation and amortization | (21,848) | (15,805) |
Property and equipment, net | 29,419 | 22,116 |
Electronic equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,396 | 11,429 |
Office and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,975 | 6,152 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,369 | 12,775 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,542 | 7,340 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,985 | $ 225 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation | $ 2,300 | $ 1,800 | $ 6,700 | $ 5,600 | |
Property and equipment, net | 29,419 | 29,419 | $ 22,116 | ||
Accumulated amortization | 21,848 | 21,848 | 15,805 | ||
Financed Under Capital Leases | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, net | 4,200 | 4,200 | 4,600 | ||
Accumulated amortization | $ 2,300 | $ 2,300 | $ 1,800 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payroll | $ 24,604 | $ 11,941 |
Accrued professional fees | 3,254 | 7,865 |
Other | 5,248 | 3,155 |
Accrued expenses and other current liabilities | $ 33,106 | $ 22,961 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments for Non-cancelable Operating and Capital Leases (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
Remainder of 2021 | $ 1,746 |
2022 | 6,950 |
2023 | 7,136 |
2024 | 4,870 |
2025 | 3,418 |
Thereafter | 21,193 |
Total minimum lease payments | 45,313 |
Capital Leases | |
Remainder of 2021 | 341 |
2022 | 1,253 |
2023 | 978 |
2024 | 963 |
2025 | 1,761 |
Thereafter | 0 |
Total minimum lease payments | 5,296 |
Amount representing interest | (1,455) |
Present value of minimum lease payments | $ 3,841 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Apr. 19, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Commitments And Contingencies [Line Items] | |||||||
Noncancelable operating leases expiration year | $ 1,500 | ||||||
Rental expenses | $ 1,600 | $ 4,300 | $ 3,900 | ||||
Research and development | 84,506 | 60,041 | 204,774 | 100,202 | |||
Proceeds from loans | 0 | 4,134 | |||||
Stock-based compensation expense | $ 32,082 | $ 7,645 | 90,880 | $ 9,325 | |||
Initial Public Offering | |||||||
Commitments And Contingencies [Line Items] | |||||||
Stock-based compensation expense | $ 42,600 | 42,600 | |||||
Former Employees | Initial Public Offering | |||||||
Commitments And Contingencies [Line Items] | |||||||
Stock-based compensation expense | $ 4,300 | ||||||
Paycheck Protection Program Loan | |||||||
Commitments And Contingencies [Line Items] | |||||||
Proceeds from loans | $ 4,100 | ||||||
Post Employment Agreements | Former Employees | Initial Public Offering | |||||||
Commitments And Contingencies [Line Items] | |||||||
Stock-based compensation expense | 4,300 | ||||||
Navistar, Inc. | JDA | |||||||
Commitments And Contingencies [Line Items] | |||||||
Research and development | $ 10,000 | ||||||
Maximum | Navistar, Inc. | JDA | |||||||
Commitments And Contingencies [Line Items] | |||||||
Research and development expenses reimbursement | $ 10,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 19, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Preferred Units [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 102,074,703 | |||||||||||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from exercise of warrants for redeemable convertible preferred stock | $ 183,007 | $ 0 | |||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 102,074,703 | |||||||||||
Initial Public Offering | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Number of redeemable convertible preferred stock converted (in shares) | 120,534,419 | ||||||||||||
Series E Redeemable Convertible Preferred Stock | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 4,650,999 | ||||||||||||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 14.14 | ||||||||||||
Proceeds from Issuance of convertible preferred stock, net of issuance costs | $ 61,600 | ||||||||||||
Stock issuance costs | 4,100 | ||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 4,100 | ||||||||||||
Series E Redeemable Convertible Preferred Stock | Navistar, Inc. | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Warrants to purchase preferred stock (in shares) | 9,477,073 | 9,477,073 | |||||||||||
Exercise price per share (in dollars per share) | $ 14.14 | $ 14.14 | |||||||||||
Proceeds from exercise of warrants for redeemable convertible preferred stock | $ 134,000 | ||||||||||||
Series E-2 Redeemable Convertible Preferred Stock | Traton | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Warrants to purchase preferred stock (in shares) | 4,331,644 | ||||||||||||
Exercise price per share (in dollars per share) | $ 11.31 | ||||||||||||
Proceeds from exercise of warrants for redeemable convertible preferred stock | $ 49,000 | ||||||||||||
Redeemable convertible preferred stock | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Accretion of redeemable convertible preferred stock to redemption value | $ 4,135 | $ 11,943 | |||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 120,534,419 | 120,534,419 | 76,788,483 | 0 | 76,788,483 | 0 | 102,074,703 | 74,939,388 | 74,939,388 | 74,939,388 | |||
Redeemable convertible preferred stock | Initial Public Offering | |||||||||||||
Preferred Units [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | Apr. 19, 2021USD ($) | Mar. 31, 2021USD ($)sEMI-TRUCK$ / sharesshares | Apr. 30, 2017 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 32,082 | $ 7,645 | $ 90,880 | $ 9,325 | ||||
Shares purchased under ESPP (in shares) | shares | 0 | 0 | ||||||
Stock-based compensation | $ 90,880 | $ 9,325 | ||||||
Cash proceeds received for unvested shares of common stock | 200 | |||||||
Initial Public Offering | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 42,600 | $ 42,600 | ||||||
Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense, weighted-average service period | 3 years 4 months 28 days | |||||||
Unrecognized share-based compensation expense | 97,900 | $ 97,900 | ||||||
Stock-based compensation | $ 18,800 | |||||||
Stock options exercise price (in dollars per share) | $ / shares | $ 22.22 | |||||||
Stock options contractual life | 7 years 7 months 28 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, weighted-average service period | 3 years 2 months 1 day | |||||||
Unrecognized share-based compensation expense | 27,200 | $ 27,200 | ||||||
Stock-based compensation | 2,200 | 5,000 | ||||||
Stock options granted (in shares) | shares | 1,150,000 | |||||||
Stock options exercise price (in dollars per share) | $ / shares | $ 14.14 | |||||||
Stock options contractual life | 10 years | |||||||
Average period for market capitalization of the company | 180 days | |||||||
Minimum average market capitalization | $ 25,000,000 | |||||||
Period for average number of semi-trucks operating | 90 days | |||||||
Minimum number of semi-trucks operating on its Autonomous Freight Network | sEMI-TRUCK | 1,500 | |||||||
Minimum annual revenue period | 12 months | |||||||
Annual revenue | $ 200,000 | |||||||
RSUs and SVAs | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized share-based compensation expense | 225,400 | $ 225,400 | ||||||
Unrecognized share-based compensation expense, weighted-average service period | 3 years 2 months 4 days | |||||||
Stock-based compensation | $ 23,800 | |||||||
Employee Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 200 | 200 | ||||||
Unrecognized share-based compensation expense | $ 800 | $ 800 | ||||||
Unrecognized share-based compensation expense, weighted-average service period | 4 months 24 days | |||||||
Class A Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock subject to repurchase (in shares) | shares | 45,000 | |||||||
Common stock subject to repurchase at weighted average price per share (in dollars per share) | $ / shares | $ 4.20 | |||||||
Class A Common Stock | Employee Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | shares | 2,013,414 | |||||||
Maximum percentage of number of shares for approval | 1.00% | |||||||
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 | |||||||
2017 Plan | Class A Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | shares | 19,892,067 | |||||||
2021 Plan | Class A Common Stock | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | shares | 20,134,146 | |||||||
Maximum percentage of fully diluted capitalization for increase in available stock issuance | 5.00% | |||||||
Percentage of fully-diluted capitalization on last day of preceding fiscal year | 2.50% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Grant Date Fair Value of ESPP (Details) - Employee Stock | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021$ / shares | Sep. 30, 2021$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 0.06% | 0.06% |
Expected volatility | 97.10% | 97.10% |
Expected term (in years) | 6 months | 6 months |
Fair value of common stock (in dollars per share) | $ 44.39 | $ 44.39 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Options Outstanding | ||
Outstanding, beginning of period (in shares) | shares | 13,295,497 | |
Granted (in shares) | shares | 3,717,968 | |
Exercised (in shares) | shares | (244,264) | |
Cancelled/Forfeited (in shares) | shares | (749,962) | |
Outstanding, end of period (in shares) | shares | 16,019,239 | 13,295,497 |
Vested and exercisable (in shares) | shares | 9,514,873 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 1.29 | |
Granted (in dollars per share) | $ / shares | 22.22 | |
Exercised (in shares) | $ / shares | 3.20 | |
Cancelled/Forfeited (in dollars per share) | $ / shares | 1.11 | |
Outstanding, end of period (in dollars per share) | $ / shares | 6.13 | $ 1.29 |
Vested and exercisable (in dollars per share) | $ / shares | $ 0.55 | |
Weighted-Average Remaining Life (Years) | ||
Outstanding | 7 years 7 months 28 days | 7 years 11 months 26 days |
Vested and exercisable | 6 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding | $ | $ 507,736 | $ 97,986 |
Vested and exercisable | $ | $ 348,041 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Risk-free interest rate minimum | 0.86% | 0.21% | 0.33% | 0.21% |
Risk-free interest rate maximum | 0.95% | 0.31% | 1.04% | 0.44% |
Expected volatility | 50.00% | 60.00% | 50.00% | 60.00% |
Expected term (in years) | 6 years 1 month 28 days | |||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years | 4 years 18 days | 5 years | |
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 21 days | 6 years 2 months 19 days | 6 years 21 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Nonvested Restricted Stock Unit Awards (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
RSUs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 1,100,000 |
Granted (in shares) | shares | 4,905,295 |
Vested (in shares) | shares | (931,588) |
Cancelled (in shares) | shares | (11,928) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 5,061,779 |
Vested and Outstanding (in shares) | shares | 142,153 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 14.14 |
Granted (in dollars per share) | $ / shares | 50.77 |
Vested (in dollars per share) | $ / shares | 19.44 |
Cancelled (in dollars per share) | $ / shares | 45.43 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 48.58 |
Vested and Outstanding (in dollars per share) | $ / shares | $ 38.19 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Nonvested Shareholder Value Awards Activity (Details) - Shareholder Value Awards (SVAs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
SVAs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 3,653,146 |
Vested (in shares) | shares | (2,981,349) |
Cancelled (in shares) | shares | (260,718) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 411,079 |
Vested and Outstanding (in shares) | shares | 0 |
Weighted-Average Grant Date Fair Value per Share | |
Unvested and Outstanding, Beginning Balance (in dollars per share) | $ / shares | $ 3.20 |
Vested (in dollars per share) | $ / shares | 3.08 |
Cancelled (in dollars per share) | $ / shares | 5.84 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 4.75 |
Vested and Outstanding (in dollars per share) | $ / shares | $ 0 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Total Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 32,082 | $ 7,645 | $ 90,880 | $ 9,325 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 22,382 | 402 | 49,520 | 547 |
Sales and marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 101 | 2 | 652 | 2 |
General and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 9,599 | $ 7,241 | $ 40,708 | $ 8,776 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss | $ (115,490) | $ (89,452) | $ (617,179) | $ (143,297) |
Less: Accretion of redeemable convertible preferred stock | 0 | (11,943) | (4,135) | (11,943) |
Net loss attributable to common stockholders, basic | (115,490) | (101,395) | (621,314) | (155,240) |
Net loss attributable to common stockholders, diluted | $ (115,490) | $ (101,395) | $ (621,314) | $ (155,240) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share, basic (in shares) | 212,802,379 | 58,606,231 | 152,469,098 | 57,584,574 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 212,802,379 | 58,606,231 | 152,469,098 | 57,584,574 |
Net loss per share: | ||||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.54) | $ (1.73) | $ (4.08) | $ (2.70) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.54) | $ (1.73) | $ (4.08) | $ (2.70) |
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 | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 21,537,097 | 91,112,655 |
Redeemable convertible preferred stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 76,788,483 |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 16,019,239 | 9,760,857 |
RSUs subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 5,061,779 | 0 |
SVAs subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 411,079 | 3,500,815 |
Early exercised options subject to future vesting | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 45,000 | 1,062,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||
Amounts due to related parties | $ 4,360 | $ 0 |
Executive Chairman And Director | ||
Related Party Transaction [Line Items] | ||
Outstanding loans | 600 | |
Jinzhuo Hengbang Technology (Beijing) Co., Ltd. | ||
Related Party Transaction [Line Items] | ||
Amounts due to related parties | 3,700 | |
Sina Corporation | ||
Related Party Transaction [Line Items] | ||
Payments of guarantee deposit on loan borrowed | $ 3,700 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 19, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule Of Capitalization Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | 102,074,703 | |||||||||||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from warrant exercises | $ 183,007 | $ 0 | |||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | 102,074,703 | |||||||||||
Initial Public Offering | |||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||
Number of redeemable convertible preferred stock converted (in shares) | 120,534,419 | ||||||||||||
Series E Redeemable Convertible Preferred Stock | |||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 4,650,999 | ||||||||||||
Redeemable convertible preferred stock, par value (in dollars per share) | $ 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 (in shares) | 9,477,073 | 9,477,073 | |||||||||||
Exercise price per share (in dollars 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 (in shares) | 4,331,644 | ||||||||||||
Exercise price per share (in dollars per share) | $ 11.31 | ||||||||||||
Proceeds from warrant exercises | $ 49,000 | ||||||||||||
Redeemable convertible preferred stock | |||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||
Temporary equity accretion to redemption value | $ 4,135 | $ 11,943 | |||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 120,534,419 | 120,534,419 | 76,788,483 | 0 | 76,788,483 | 0 | 102,074,703 | 74,939,388 | 74,939,388 | 74,939,388 | |||
Redeemable convertible preferred stock | Initial Public Offering | |||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | ||||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 |