Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 9,270 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001823593 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 198,148,655 | ||
Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 24,000,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Firm ID | 185 |
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,337,586 | $ 310,815 |
Accounts receivable, net | 1,599 | 1,144 |
Prepaid expenses and other current assets | 13,995 | 3,816 |
Amounts due from related parties | 0 | 3,708 |
Total current assets | 1,353,180 | 319,483 |
Property and equipment, net | 36,053 | 22,116 |
Other assets | 7,090 | 4,986 |
Total assets | 1,396,323 | 346,585 |
Current liabilities: | ||
Accounts payable | 4,544 | 4,542 |
Amounts due to related parties | 0 | 4,360 |
Amounts due to joint development partners | 7,394 | 1,355 |
Accrued expenses and other current liabilities | 41,698 | 22,961 |
Short-term debt | 1,524 | 4,623 |
Warrants liability | 0 | 42,452 |
Capital lease liabilities, current | 766 | 805 |
Total current liabilities | 55,926 | 81,098 |
Capital lease liabilities, noncurrent | 2,872 | 3,767 |
Long-term debt | 5,543 | 1,807 |
Other liabilities | 5,004 | 595 |
Total liabilities | 69,345 | 87,267 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock, $0.0001 par value; 138,102,770 and zero shares authorized as of December 31, 2020 and 2021, respectively; 102,074,703 and zero shares issued and outstanding as of December 31, 2020 and 2021, respectively; aggregate liquidation preference of $598,842 and $0 as of December 31, 2020 and 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 2021, respectively; 60,543,337 and 197,833,195 Class A shares issued and outstanding as of December 31, 2020 and 2021, respectively; zero and 24,000,000 Class B shares authorized as of December 31, 2020 and 2021; zero and 24,000,000 Class B shares issued and outstanding as of December 31, 2020 and 2021, respectively | 22 | 6 |
Additional paid-in capital | 2,464,730 | 0 |
Accumulated deficit | (1,137,851) | (405,178) |
Accumulated other comprehensive income (loss) | 77 | (301) |
Total stockholders’ equity (deficit) | 1,326,978 | (405,473) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 1,396,323 | $ 346,585 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 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 |
Class A | ||
Common stock, shares authorized (in shares) | 4,876,000,000 | 361,897,230 |
Common stock, shares outstanding (in shares) | 197,833,195 | 60,543,337 |
Common stock, shares issued (in shares) | 197,833,195 | 60,543,337 |
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 6,261 | $ 1,843 | $ 710 |
Cost of revenue | 12,369 | 5,293 | 1,595 |
Gross loss | (6,108) | (3,450) | (885) |
Operating expenses: | |||
Research and development | 287,167 | 132,001 | 63,619 |
Selling, general and administrative | 118,076 | 38,613 | 22,776 |
Total costs and expenses | 405,243 | 170,614 | 86,395 |
Loss from operations | (411,351) | (174,064) | (87,280) |
Change in fair value of related party convertible loan | 0 | (5,556) | 0 |
Change in fair value of warrants liability | (326,900) | 1,816 | 0 |
Gain on loan extinguishment | 4,183 | 0 | 0 |
Other income (expense), net | 1,395 | (66) | 2,397 |
Loss before provision for income taxes | (732,673) | (177,870) | (84,883) |
Provision for income taxes | 0 | 0 | 0 |
Net loss | (732,673) | (177,870) | (84,883) |
Net loss attributable to noncontrolling interests | 0 | 0 | 43 |
Net loss attributable to TuSimple | (732,673) | (177,870) | (84,840) |
Accretion of redeemable convertible preferred stock | (4,135) | (20,959) | (201) |
Deemed dividend on exchange of Series A-2 redeemable convertible preferred stock for common stock | 0 | 0 | (60,000) |
Net loss attributable to common stockholders, basic | (736,808) | (198,829) | (145,041) |
Net loss attributable to common stockholders, diluted | $ (736,808) | $ (198,829) | $ (145,041) |
Net loss per share attributable to ordinary stockholders, basic (in dollars per share) | $ (4.36) | $ (3.37) | $ (2.47) |
Net loss per share attributable to ordinary stockholders, diluted (in dollars per share) | $ (4.36) | $ (3.37) | $ (2.47) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 169,080,392 | 58,929,271 | 58,700,441 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 169,080,392 | 58,929,271 | 58,700,441 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (732,673) | $ (177,870) | $ (84,883) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 378 | 401 | (208) |
Comprehensive loss | (732,295) | (177,469) | (85,091) |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | 0 | (33) |
Comprehensive loss attributable to TuSimple | $ (732,295) | $ (177,469) | $ (85,058) |
Consolidated Statements of Rede
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 Convertible Preferred Shares | Series E Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E2 Redeemable Convertible Preferred Stock | Total Tusimple Holdings, Inc. Stockholders' Equity (Deficit) | Total Tusimple Holdings, Inc. Stockholders' Equity (Deficit)Initial Public Offering | Total Tusimple Holdings, Inc. Stockholders' Equity (Deficit)Private Placement | Total Tusimple Holdings, Inc. Stockholders' Equity (Deficit)Redeemable Convertible Preferred StockInitial Public Offering | Total Tusimple Holdings, Inc. Stockholders' Equity (Deficit)Series D-1 Convertible Preferred Shares | Common Stock | Common StockInitial Public Offering | Common StockPrivate Placement | Common StockRedeemable Convertible Preferred StockInitial Public Offering | Additional Paid-in Capital | Additional Paid-in CapitalInitial Public Offering | Additional Paid-in CapitalPrivate Placement | Additional Paid-in CapitalRedeemable Convertible Preferred StockInitial Public Offering | Additional Paid-in CapitalSeries D-1 Convertible Preferred Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests |
Beginning Balance (in shares) at Dec. 31, 2018 | 60,249,352 | |||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 181,236 | |||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares (in shares) | 8,218,203 | |||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares | $ 60,000 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 6,471,833 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred shares, net of issuance costs | $ 52,299 | |||||||||||||||||||||||||
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares | 0 | |||||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 201 | |||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 74,939,388 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | $ 293,736 | |||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2018 | 64,734,628 | |||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2018 | (74,122) | $ (74,111) | $ 6 | $ 0 | $ (440) | $ (73,677) | $ (11) | |||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares (in shares) | (8,218,203) | |||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares | (60,000) | (60,000) | (60,000) | |||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | (201) | (201) | (201) | |||||||||||||||||||||||
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | 0 | |||||||||||||||||||||||||
Foreign currency translation adjustment | (208) | (218) | (218) | 10 | ||||||||||||||||||||||
Net loss | (84,883) | (84,840) | (84,840) | (43) | ||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | 56,516,425 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2019 | (219,414) | (219,370) | $ 6 | 0 | (658) | (218,718) | (44) | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares | 0 | |||||||||||||||||||||||||
Issuance of Series D-1 redeemable convertible preferred shares from the exercise of warrants (in shares) | 308,182 | |||||||||||||||||||||||||
Issuance of Series D-1 redeemable convertible preferred shares from the exercise of warrants | $ 2,894 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 1,854,177 | 21,044,019 | ||||||||||||||||||||||||
Issuance of redeemable convertible preferred shares, net of issuance costs | $ 3,098 | $ 288,548 | ||||||||||||||||||||||||
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares (in shares) | 3,928,937 | |||||||||||||||||||||||||
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares | 55,556 | $ 55,556 | ||||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 20,959 | |||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 102,074,703 | 102,074,703 | ||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | $ 664,791 | $ 664,791 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | (20,959) | (20,959) | (12,369) | (8,590) | ||||||||||||||||||||||
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | (394) | $ (394) | $ (394) | $ (394) | ||||||||||||||||||||||
Issuance of restricted ordinary shares (in shares) | 1,899,680 | |||||||||||||||||||||||||
Acquisition of noncontrolling interest in subsidiary | (44) | (44) | 44 | |||||||||||||||||||||||
Issuance of ordinary shares from exercise of options (in shares) | 2,127,232 | |||||||||||||||||||||||||
Stock-based compensation | 12,763 | 12,763 | 12,763 | |||||||||||||||||||||||
Foreign currency translation adjustment | 401 | 401 | 401 | |||||||||||||||||||||||
Net loss | (177,870) | (177,870) | (177,870) | |||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 60,543,337 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2020 | (405,473) | (405,473) | $ 6 | 0 | (301) | (405,178) | 0 | |||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares | 0 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 4,650,999 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred shares, net of issuance costs | $ 61,631 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock from exercise of warrants (in shares) | 9,477,073 | 4,331,644 | ||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock from exercise of warrants | $ 379,084 | $ 173,275 | ||||||||||||||||||||||||
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares | 0 | |||||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 4,135 | |||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (120,534,419) | |||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (1,282,916) | |||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 0 | 0 | ||||||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 0 | $ 0 | ||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares (in shares) | 120,534,419 | |||||||||||||||||||||||||
Exchange of Series A-2 redeemable convertible preferred shares for ordinary shares | $ 1,282,916 | $ 1,282,916 | $ 12 | $ 1,282,904 | ||||||||||||||||||||||
Accretion of redeemable convertible preferred shares to redemption value | 4,135 | 4,135 | 4,135 | |||||||||||||||||||||||
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | 0 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 27,027,027 | 874,999 | ||||||||||||||||||||||||
Issuance of common stock | $ 1,027,374 | $ 35,000 | $ 1,027,374 | $ 35,000 | $ 3 | $ 1,027,371 | $ 35,000 | |||||||||||||||||||
Issuance of ordinary shares from exercise of options (in shares) | 8,580,984 | |||||||||||||||||||||||||
Issuance of common stock from exercise of options | 911 | 911 | $ 1 | 910 | ||||||||||||||||||||||
Issuance of common stock related to release of RSUs and SVAs (in shares) | 4,272,429 | |||||||||||||||||||||||||
Vesting of early exercised stock options | 84 | 84 | 84 | |||||||||||||||||||||||
Stock-based compensation | 122,596 | 122,596 | 122,596 | |||||||||||||||||||||||
Foreign currency translation adjustment | 378 | 378 | 378 | |||||||||||||||||||||||
Net loss | (732,673) | (732,673) | (732,673) | |||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 221,833,195 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2021 | $ 1,326,978 | $ 1,326,978 | $ 22 | $ 2,464,730 | $ 77 | $ (1,137,851) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net loss | $ (732,673) | $ (177,870) | $ (84,883) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation | 122,596 | 12,763 | 0 |
Accretion of asset retirement obligations | 0 | 35 | 19 |
Bad debt expense | 42 | 0 | 0 |
Depreciation and amortization | 9,450 | 7,683 | 5,565 |
Gain (loss) on disposal of property and equipment | (19) | 134 | 873 |
Non-cash research and development expense | 0 | 32,325 | 0 |
Change in fair value of related party convertible loan | 0 | 5,556 | 0 |
Change in fair value of warrants liability | 326,900 | (1,816) | 0 |
Gain on loan extinguishment | (4,183) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (497) | (1,004) | (116) |
Prepaid expenses and other current assets | (10,209) | 274 | (1,539) |
Other assets | (1,777) | (682) | (941) |
Accounts payable | (181) | 4,196 | 139 |
Amounts due to related parties | 0 | (205) | 143 |
Amounts due to joint development partners | 6,039 | 1,355 | 0 |
Accrued expenses and other current liabilities | 25,486 | 13,112 | 5,012 |
Other liabilities | (7) | 296 | (605) |
Net cash used in operating activities | (259,033) | (103,848) | (76,333) |
Cash flows from investing activities: | |||
Advances to related parties | 0 | 0 | (8) |
Repayments from advances to related parties | 0 | 8 | 0 |
Purchases of property and equipment | (13,321) | (4,303) | (10,328) |
Purchases of intangible assets | (416) | (306) | (161) |
Proceeds from disposal of property and equipment | 100 | 189 | 62 |
Net cash used in investing activities | (13,637) | (4,412) | (10,435) |
Cash flows from financing activities: | |||
Proceeds from issuance of redeemable convertible preferred stock | 54,693 | 291,646 | 52,299 |
Proceeds from exercise of warrants for redeemable convertible preferred stock | 183,007 | 2,500 | 0 |
Proceeds from issuance of related party convertible loan | 0 | 50,000 | 0 |
Proceeds from issuance of warrants | 0 | 11,943 | 0 |
Proceeds from early exercised stock options | 1,163 | 0 | 0 |
Proceeds from issuance of common stock upon initial public offering, net of offering costs | 1,030,965 | 0 | 0 |
Proceeds from issuance of common stock related to private placement | 35,000 | 0 | 0 |
Proceeds from related party loan | 0 | 5,000 | 0 |
Proceeds from loans | 0 | 4,134 | 0 |
Return of guarantee deposit on related party loan | 3,715 | 0 | 0 |
Principal payments on related party loan | (4,398) | (7,900) | (146) |
Payment of third-party costs in connection with initial public offering | (3,591) | 0 | 0 |
Principal payments on capital lease obligations | (783) | (713) | (323) |
Principal payments on loans | (620) | (115) | 0 |
Net cash provided by financing activities | 1,299,151 | 356,495 | 51,830 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 260 | 6 | 234 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 1,026,741 | 248,241 | (34,704) |
Cash, cash equivalents and restricted cash at beginning of period | 312,351 | 64,110 | 98,814 |
Cash, cash equivalents and restricted cash at end of period | 1,339,092 | 312,351 | 64,110 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: | |||
Cash and cash equivalents | 1,337,586 | 310,815 | 63,610 |
Restricted cash included in prepaid expenses and other current assets | 1,506 | 1,536 | 500 |
Total cash, cash equivalents and restricted cash | 1,339,092 | 312,351 | 64,110 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 786 | 1,177 | 496 |
Supplemental schedule of non-cash investing and financing activities: | |||
Acquisitions of property and equipment included in liabilities | 10,542 | 2,765 | 266 |
Purchase of property and equipment under capital lease | 0 | 0 | 5,608 |
Exchange of Series A-2 redeemable convertible preferred stock for common stock | 0 | 0 | 60,000 |
Accretion of redeemable convertible preferred stock | 4,135 | 20,959 | 201 |
Reclassification of Series D-1 redeemable convertible preferred share warrants from equity to liabilities | 0 | 394 | 0 |
Cashless exercise of share options for common stock | 0 | 975 | 0 |
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares | 0 | 55,556 | 0 |
Vesting of early exercised stock options | 84 | 0 | 0 |
Exercise of liability-classified warrants | 369,352 | 0 | 0 |
Conversion of redeemable convertible preferred stock into common stock upon initial public offering | $ 1,282,916 | $ 0 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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. (the “Company” or “TuSimple”) 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. Immediately prior to the 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 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 financial reporting. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, the valuation of stock-based compensation, the fair value of preferred share warrants and related party convertible loans, the measurement of deferred tax assets, the recoverability of long-lived assets, and the fair value of equipment under capital leases. On an ongoing basis, management evaluates these estimates and assumptions; however, actual results could materially differ from these estimates. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, primarily certificates of deposit, purchased with an original maturity of three months or less. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, corporate credit cards, and other contractual arrangements. Restricted cash is recorded as prepaid expenses and other current assets in the consolidated balance sheets based on the term of the remaining restriction. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The levels of inputs used to measure fair value are: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. • Level 3 — Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities. The Company’s primary financial instruments include cash equivalents, accounts receivable, accounts payable, amounts due to and from related parties, amounts due to joint development partners, accrued expenses, short-term and long-term debt, the related party convertible loan and the warrants liability. The estimated fair value of cash equivalents, accounts receivable, accounts payable, short-term debt, and accrued expenses approximates their carrying value due to the short-term nature of these instruments. Amounts due from related parties is comprised of a guarantee deposit paid in cash, which approximates fair value. Amounts due to related parties approximate fair value due to the short-term nature of these instruments. The warrants liability and related party convertible loan are stated at fair value on a recurring basis. Refer to Note 3. Fair Value Measurements and Note 6. Debt for further information. Accounts Receivable, Net Accounts receivable are recorded at invoiced amounts, net of allowance for doubtful accounts, and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors. In establishing any required allowance, the Company considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of any receivables in dispute, the current receivables aging, and the current payment terms. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. As of December 31, 2020 and 2021 the allowance for doubtful accounts was immaterial. Property and Equipment, Net Property and equipment, net, are stated at cost less accumulated depreciation or amortization and any recorded impairment. Property and equipment under capital leases are initially recorded at the present value of minimum lease payments. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Property and Equipment Estimated Useful Life Electronic equipment 1-4 years Vehicles 5-6 years Office and other equipment 4-6 years Leasehold improvements Shorter of lease term or estimated useful life of the asset When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expense as incurred. Assets acquired under a capital lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if the lease transfers ownership to the Company by the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired under a capital lease are amortized over the lease term. Intangible Assets, Net Intangible assets represent patents, which are carried at cost and amortized on a straight-line basis over their estimated useful lives of 20 years and presented within other assets in the Company’s consolidated balance sheet. The Company reviews intangible assets for impairment under the long-lived asset model described in the Impairment of Long-Lived Assets section. There have been no impairment charges recorded in any of the periods presented in the accompanying consolidated financial statements. As of December 31, 2020 and 2021, intangible assets are immaterial. Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge is recognized based on the excess of the carrying amount of the asset or asset group over its fair value. There were no impairment charges recognized related to long-lived assets during the periods presented in the accompanying consolidated financial statements. Leases The Company categorizes leases at their inception as either operating or capital leases. As the lessee, a lease is a capital lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. As of December 31, 2020 and 2021, assets under capital leases represent semi-trucks used for research and development and providing freight capacity services. Refer to Note 7. Commitments and Contingencies for further information. All other leases are accounted for as operating leases wherein lease costs are recognized on a straight-line basis once control of the space is obtained, without regard to deferred payment terms such as rent holidays that defer the commencement date of required payments or escalating rents. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) as discussed further in Recently Adopted Accounting Pronouncements below. Topic 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. The impact of adopting Topic 606 on the Company’s revenue is not material to any of the periods presented. The Company recognizes revenue primarily from providing freight capacity services. Revenue is recognized when the customer obtains control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services. To date, the Company has not generated revenue from carrier-owned services. Satisfaction of Performance Obligation A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the basis of revenue recognition in accordance with GAAP. To determine the proper revenue recognition method for contracts, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance. For most of the Company’s contracts, the customer contracts with the Company to provide distinct services within a single contract, such as freight capacity services. The majority of the Company’s contracts with customers for freight capacity services include only one performance obligation, the freight capacity services. However, if a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company frequently sells standard freight capacity services with observable standalone sales prices. In these instances, the observable standalone sales are used to determine the standalone selling price. For freight capacity services, revenue is recognized over time as the Company performs the services in the contract because of the continuous transfer of control to the customer. The Company’s customers receive the benefit of the Company’s services as the goods are transported from one location to another. If the Company were unable to complete delivery to the final location, another entity would not need to re-perform the freight capacity service already performed. As control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Management estimates the progress based on mileage completed to total mileage to be transported. Revenues are recorded net of value-added taxes and surcharges. Contract Modification Contracts may be modified to account for changes in the rates the Company charges its customers or to add additional distinct services. The Company considers contract modifications to exist when the modification either creates new enforceable rights and obligations or alters the existing arrangement. Contract modifications that add distinct goods or services are treated as separate performance obligations. Contract modifications that do not add distinct goods or services typically change the price of existing services. These contract modifications are accounted for prospectively as the remaining performance obligations are executed. Contract Assets and Liabilities Contract assets include billed and unbilled amounts resulting from in-transit packages, as the Company has an unconditional right to payment only once all performance obligations have been completed (e.g., packages have been delivered). Contract assets are generally classified as current and the full balance is converted each quarter based on the short-term nature of the transactions. The Company’s contract liabilities consist of advance payments and billings in excess of revenue. The full balance of contract liabilities is converted each quarter based on the short-term nature of the transactions. The Company did not have any contract assets or contract liabilities as of December 31, 2020 and 2021, respectively. Payment Terms Under the typical payment terms of the Company’s customer contracts, the customer pays at periodic intervals (i.e. every 14 days, 30 days etc.) for shipments included on invoices received. It is not customary business practice to extend payment terms past 90 days, and as such, the Company does not have a practice of including a significant financing component within its contracts with customers. Contract Costs Incremental costs of obtaining contracts are expensed as incurred if the amortization period of the assets is one year or less. These costs are included within cost of revenue in the consolidated statements of operations. Disaggregation of Revenue and Remaining Performance Obligations The Company earns all of its revenue within the U.S. and there is no revenue related to any other geographies. Additionally, due to the short-term nature of the Company’s contracts, there are no remaining unsatisfied performance obligations as of December 31, 2021. Cost of Revenue Cost of revenue consists primarily of fuel costs, insurance costs, depreciation of property and equipment (including semi-trucks acquired under capital leases), labor costs and other costs directly attributable to providing freight capacity services. Software Development Costs The Company evaluates capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development process and substantial development risks, technological feasibility for the Company's purpose-built L4 autonomous semi-trucks and supporting applications has not been established. Accordingly, the Company has charged all such costs to research and development expense in the period incurred. Research and Development Research and development costs consist primarily of personnel-related expenses, including stock-based compensation costs, associated with software developers and engineering personnel and consultants responsible for the design, development, and testing of the Company’s autonomous truck driving solutions, depreciation of equipment used in research and development, and allocated overhead costs. Research and development costs are expensed as incurred. Selling, General and Administrative Selling, general and administrative costs consist primarily of personnel-related expenses, including stock-based compensation costs, associated with the Company’s sales, marketing, management and administration activities, professional service fees, advertising expenses, sponsorship, public relations and other related marketing activities, and other general corporate expenses. Selling, general and administrative costs are expensed as incurred. 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 fair value of the underlying common stock. The fair value of stock option awards is estimated on the grant date using the Black-Scholes option-pricing model which incorporates various assumptions, including the fair value of the underlying common stock, the expected stock price volatility over the term of the award, the risk-free interest rate for the expected term of the award and the expected dividends. The Company accounts for forfeitures as they occur. 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 9. 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 using the 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 stock options, the Company determines the grant-date fair value using the Black-Scholes option-pricing model described above. For the CEO Performance Award 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, 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 9. 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. Income Taxes Current income taxes are provided for in accordance with the relevant statutory tax laws and regulations. Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be fully realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company records liabilities related to uncertain tax positions when, despite the Company’s belief that the Company’s tax return positions are supportable, the Company believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Company did not recognize a liability for uncertain tax positions as of December 31, 2020 and 2021 due to the availability of net operating loss and tax credit carryforwards. Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries’ activities. Foreign currency transactions recognized in the consolidated statements of operations are converted to the functional currency by applying the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured monthly using the month-end exchange rate. Gains and losses resulting from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in other income in the consolidated statements of operations. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders’ equity (deficit). Comprehensive Loss Comprehensive loss consists of two components: net loss and other comprehensive loss. Other comprehensive loss refers to losses that are recorded as an element of stockholders’ equity (deficit) and are excluded from net loss. The Company’s other comprehensive loss is composed of foreign currency translation adjustments. Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Prior to conversion to common stock upon the Company's IPO, the holders of the redeemable convertible preferred stock would have been entitled to dividends in preference to common stockholders, at a rate no less than the rate at which dividends are paid to common stockholders, prior to any payment of dividends to common stockholders. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to the redeemable convertible preferred stock. The Company’s basic net loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive common stock are anti-dilutive. Segment Information The Company operates in one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), which is the management committee of the board of directors, in deciding how to allocate resources and assessing performance. The CODM allocates resources and assess performance based upon consolidated financial information. Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings arising out of its business, that cover a wide range of matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. Restricted cash has been reclassified to prepaid expenses and other current assets, accrued expenses incurred under joint development agreements have been reclassified to be presented separately from amounts due to related parties, and sales and marketing expense have been reclassified to selling, general and administrative expense. 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 Com |
Concentrations and Risks
Concentrations and Risks | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations and Risks | Concentrations and Risks Concentration of Credit Risk The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, certificates of deposit, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash and cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses to date related to these concentrations. Currency Convertibility Risk |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 1,077,550 $ 1,077,550 $ — $ — Total $ 1,077,550 $ 1,077,550 $ — $ — 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 included 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 Group (“TRATON”) and its subsidiary 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 December 31, 2021, there were no warrants outstanding. Refer to Note 8. Redeemable Convertible Preferred Stock, Preferred Stock Warrants, and Stockholders’ Equity (Deficit) for further information. The Company used the following assumptions in the model: As of December 31, February 26, March 19, 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): Warrant Liabilities Balance as of December 31, 2019 $ — Issuance of warrants 44,268 Reclassification of warrants from equity to liability 394 Exercises during the period (394) Change in fair value of warrants (1,816) 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 December 31, 2021 $ — |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment as of December 31, 2020 and 2021 were as follows (in thousands): As of December 31, 2020 2021 Electronic equipment $ 11,429 $ 12,761 Office and other equipment 6,152 9,423 Vehicles 12,775 21,043 Leasehold improvements 7,340 11,984 Construction in progress 225 5,258 Property and equipment, gross 37,921 60,469 Accumulated depreciation and amortization (15,805) (24,416) Property and equipment, net $ 22,116 $ 36,053 Depreciation and amortization expense was $5.6 million, $7.7 million, and $9.5 million for the years ended December 31, 2019, 2020, and 2021, respectively. As of December 31, 2020 and 2021, property and equipment financed under capital leases was $4.5 million and $3.3 million, net of accumulated amortization of $1.5 million and $2.5 million, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities as of December 31, 2020 and 2021 were as follows (in thousands): As of December 31, 2020 2021 Accrued payroll $ 11,941 $ 33,225 Accrued professional fees 7,865 1,938 Other 3,155 6,535 Accrued expenses and other current liabilities $ 22,961 $ 41,698 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Scania Loan In April 2020, in connection with the Development Agreement entered into with Scania CV AB (“Scania”), an affiliate of TRATON, the Company received a $5.0 million loan from Scania to cover the Company’s costs related to the program. The loan does not accrue interest and is repayable upon the acquisition by Scania or a Scania Affiliate of shares or other financial instruments in the Company. In September 2020, TRATON acquired 1,232,370 of the Company’s Series D-1 redeemable convertible preferred shares and the loan was repaid in full in October 2020. Refer to Note 7. Commitments and Contingencies for further detail over the Development Agreement. 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. The loan accrued interest at a rate of 1.0% per annum and originally matured in 24 months. All of the proceeds of the PPP Loan were used by the Company to pay eligible payroll costs and the Company maintained its headcount and otherwise complied with the terms of the PPP Loan. 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, resulting in a gain on loan extinguishment of $4.2 million. Related Party Convertible Loan In June 2020, the Company entered into a convertible loan agreement with SUN Dream, Inc., a preferred shareholder in the Company, to issue convertible debt in the amount of $50.0 million (“Convertible Loan”). The Convertible Loan accrued interest at a rate of 10.0% per annum and originally matured in June 2021. On or before the maturity date, the Convertible Loan, at the option of SUN Dream, Inc., could be converted in whole or in part into the Company’s shares issued in the next round of financing (“Next Financing”) equal to the quotient of the outstanding principal amount of the Convertible Loan divided by a price per share equal to 90% of the applicable purchase price in such financing (“Discounted Conversion Price”); provided that the New Financing was consummated within six months following the issuance of the Convertible Loan and the Discounted Conversion Price was not lower than the original issue price of Series D-1 redeemable convertible preferred shares, which was $8.11. In December 2020, in connection with the Company’s Series E financing, the Convertible Loan converted into 3,928,937 Series E-1 redeemable convertible preferred shares at a conversion price of $12.73. Truck Purchase Loans During 2020 and 2021, the Company entered into multiple loan agreements with aggregate principal amount of $1.9 million and $5.6 million, respectively, to finance its purchase of trucks. The 2020 loans accrue interest at a rate of 8.95% per annum and have original maturities of 42 months. The 2021 loans accrue interest at rates from 6.96% to 9.73% per annum and have original maturities of 60 months. As of December 31, 2021, the current portion of the truck loan principal amount is $1.5 million and the noncurrent portion of the truck loan principal amount is $5.2 million, which are included in short-term debt and the long-term debt in the consolidated balance sheets, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 2034. Future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 are as follows (in thousands): Capital Leases Operating Leases 2022 $ 1,253 $ 7,660 2023 978 7,891 2024 963 5,126 2025 1,761 3,435 2026 — 3,049 Thereafter — 22,524 Total minimum lease payments 4,955 $ 49,685 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 Rental expenses were $4.4 million, $4.6 million, and $5.7 million for the years ended December 31, 2019, 2020, and 2021, respectively. Joint Development Agreements In April 2020, the Company entered into a Development Agreement with Scania relating to a hub-to-hub pilot program using Scania vehicles and the Company’s autonomous technology. Under the Development Agreement, 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 Development Agreement. 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 Partnership Agreement. In July 2020, the Company entered into a Joint Development Agreement (“JDA”) with Navistar under which the parties will work collaboratively to develop a purpose-built L4 autonomous semi-truck. 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 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 December 31, 2021, expenses incurred by Navistar for reimbursement under the JDA are $10.0 million . Litigation and Legal Proceedings |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) | Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) In July 2020, the Company entered into a Sale and Purchase Agreement with Navistar, under which the Company issued 621,447 shares of Series D-1 redeemable convertible preferred stock at $8.11 per share and a warrant to purchase shares issued in the Company’s next equity financing for aggregate proceeds of $5.0 million. The warrant was recorded at fair value, which equaled $2.0 million, and was treated as a reduction of the proceeds allocated to the Series D-1 redeemable convertible preferred stock. The Company elected to accrete the shares to redemption value immediately and $2.0 million of accretion was recorded within additional paid-in capital within the consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). 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. In August 2020, the Company entered into a Sale and Purchase Agreement with TRATON, under which the Company agreed to issue 1,232,730 shares of Series D-1 redeemable convertible preferred stock at $8.11 per share and a warrant to purchase shares issued in the Company’s next equity financing for aggregate proceeds of $10.0 million. The warrant was recorded at fair value, which equaled $42.3 million, and was treated as a reduction of the proceeds allocated to the Series E redeemable convertible preferred stock. The excess of $32.3 million in fair value allocated to the warrants over the cash proceeds received upon issuance was considered compensation paid to TRATON and recorded as research and development expense within the consolidated statements of operations. 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 November 2020, warrants issued in conjunction with the Company's Series D-1 financing in prior years were exercised and the Company issued 308,182 shares of Series D-1 redeemable convertible preferred stock at $8.11 per share for aggregate proceeds of $2.5 million. In November 2020, the Company entered into a Sale and Purchase Agreement with new and existing investors to issue Series E redeemable convertible preferred shares at $14.14 per share. From December 2020 to January 2021, the Company issued an aggregate of 25,695,018 shares of Series E redeemable convertible preferred stock for aggregate proceeds of $363.3 million. The Company incurred issuance costs of $13.1 million, which were recorded as a reduction in the carrying value of the Series E redeemable convertible preferred shares. The Company recorded $9.0 million of accretion to redemption value immediately upon the issuance within accumulated deficit and another $4.1 million of accretion within additional paid-in capital in the consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). Upon the closing of the IPO, all shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into 120,534,419 shares of common stock. As of December 31, 2021, there were no shares of the Company’s redeemable preferred stock issued and outstanding. The following table is a summary of redeemable convertible preferred stock immediately prior to the conversion into common stock (in thousands, except share amounts and per share amounts): Series Shares Shares Issued Per Share Aggregate Per Share Net A 20,000,000 20,000,000 $ 0.3925 $ 7,850 $ 0.3925 $ 7,850 A-2 8,218,203 8,218,203 — — 7.3009 60,000 B-1 7,080,000 7,080,000 2.5000 17,700 2.5000 17,700 B-2 3,000,000 3,000,000 0.7667 2,300 0.7667 2,300 B-3 3,465,372 3,465,372 0.8657 3,000 0.8657 3,000 C 14,993,041 14,993,041 3.6941 55,386 3.6941 55,386 D-1 20,345,131 20,345,131 8.1121 165,042 8.1121 165,435 E 50,000,000 35,172,091 14.1401 497,336 14.1401 742,414 E-1 3,928,937 3,928,937 12.7261 50,000 12.7261 55,556 E-2 7,072,086 4,331,644 11.3121 49,000 11.3121 173,275 138,102,770 120,534,419 $ 847,614 $ 1,282,916 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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 may be granted various forms of equity incentive compensation at the discretion of the board of directors, including stock options, restricted shares, RSUs, and SVAs. Stock options granted under the 2017 Plan have a contractual term of ten years and have varying vesting terms, but generally vest over a requisite service period of four years. The exercise price of the stock options granted may not be less than the par value of the common stock on the grant date for non-U.S. tax residents and may not be less than the fair market value of the common stock on the grant date for U.S. tax residents. Certain stock options contain a performance condition and are only exercisable subject to the grantee’s continuous service and the completion of an IPO. Such performance conditions were satisfied upon the closing of 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 5.0% 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 $0.6 million during the year ended December 31, 2021. During the year ended December 31, 2021, no shares were purchased under the 2021 ESPP. As of December 31, 2021, unrecognized stock-based compensation expense related to the 2021 ESPP was $0.3 million, which is expected to be recognized over a weighted-average period of 0.16 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: Year Ended December 31, 2021 Risk-free interest rate 0.06% Expected dividend yield — Expected volatility 97.10% Expected term (in years) 0.50 Fair value of common stock $44.39 Stock Options A summary of the stock option activities, including the CEO Performance Award, for the year ended December 31, 2021 is as follows (in thousands, except share amounts, per share amounts, and years): Options Weighted- Weighted- Aggregate Outstanding at December 31, 2020 13,295,497 $ 1.29 7.99 $ 97,986 Granted 3,767,968 22.36 Exercised (8,580,984) 0.14 Cancelled/Forfeited (797,703) 1.27 Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Vested and exercisable at December 31, 2021 1,996,923 $ 4.38 8.80 $ 62,843 There were no stock options granted during the year ended December 31, 2019. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2020 and 2021 was $3.61 and $27.98 per share, respectively. There were no options exercised during the year ended December 31, 2019. The aggregate intrinsic value of options exercised during the year ended December 31, 2020 and 2021 was $3.7 million and $11.1 million, respectively. As of December 31, 2021, there was $92.5 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 3.21 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: Years Ended December 31, 2019 2020 2021 Risk-free interest rate — 0.14% - 0.44% 0.33% - 1.25% Expected dividend yield — — — Expected volatility — 51.00% – 60.00% 50.00% Expected term (in years) — 2.21 – 6.06 4.05 - 6.22 Fair value of common stock — $1.52 – $8.24 $32.18 - $47.79 These assumptions and estimates were determined as follows: Fair Value of Common Stock – Prior to the Company's IPO, the fair value of the common stock underlying the options was determined by the Company’s board of directors given the absence of a public trading market, with input from management and valuation reports prepared by third-party valuation specialists. Stock-based compensation for financial reporting purposes is measured based on updated estimates of fair value when appropriate, such as when additional relevant information related to the estimate becomes available in a valuation report issued as of a subsequent date. Subsequent to the Company's IPO, the fair value of the Class A common stock is determined based upon the closing sale price per share of the Company's Class A common stock on the date of grant. Risk-Free Interest Rate – The risk-free interest rate for the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected Term – The expected term of options represents the period of time that options are expected to be outstanding. The Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate an expected term due to a lack of sufficient data. For options granted to-date, the expected term is estimated using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options. Expected Volatility – As the Company does not have a sufficient trading history for its Class A common stock, the expected volatility was estimated by taking the average historic price volatility for industry peers, consisting of several public companies in the Company’s industry that are either similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards. Expected Dividend Yield – The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. 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 December 31, 2021, there was a total of $25.1 million unrecognized stock-based compensation expense for the operational milestones that were considered probable to achieve which will be recognized over a period of 2.92 years. For the year ended December 31, 2021, the Company recorded stock-based compensation expense of $7.1 million related to the CEO Performance Award. RSUs The following table summarizes the activity related to RSUs for the year ended December 31, 2021: RSUs Weighted- Unvested and Outstanding at December 31, 2020 1,100,000 $ 14.14 Granted 6,197,229 47.57 Vested (1,217,573) 22.42 Cancelled (129,858) 47.42 Unvested and outstanding at December 31, 2021 5,949,798 $ 46.54 Vested and outstanding at December 31, 2021 15,603 $ 40.35 SVAs The following table summarizes the activity related to SVAs for the year ended December 31, 2021: SVAs Weighted- Unvested and Outstanding at December 31, 2020 3,653,146 $ 3.20 Vested (3,070,459) 3.08 Cancelled (267,128) 5.77 Unvested and outstanding at December 31, 2021 315,559 $ 5.29 Vested and outstanding at December 31, 2021 — $ — As of December 31, 2021, there was $243.3 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 3.12 years. Upon the closing of 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. Restricted Share Awards During 2020, the Company issued 1,899,680 shares of Class A common stock to two employees under a restricted share agreement at a grant date fair value of $3.62 per share, totaling $6.9 million. Compensation expense related to these awards was recorded as selling, general and administrative expense within the consolidated statements of operations. All of the shares were vested as of December 31, 2021. Stock-based Compensation Expense Total stock-based compensation expense was as follows: Years Ended December 31, 2019 2020 2021 Research and development $ — $ 917 $ 71,201 Selling, general and administrative — 11,846 51,395 Total stock-based compensation expense $ — $ 12,763 $ 122,596 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2019 2020 2021 US $ (57,789) $ (95,000) $ (673,941) Cayman Islands (1,144) (50,358) — Foreign (25,950) (32,512) (58,732) Loss before provision for income taxes $ (84,883) $ (177,870) $ (732,673) Provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2019 2020 2021 Current: US $ — $ — $ — Cayman Islands — — — Foreign — — — Total current provision — — — Deferred: US $ — $ — $ — Cayman Islands — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ — $ — $ — Prior to February 2021, the Company was a Cayman Islands incorporated holding company and subject to taxation under the laws of Cayman Islands, for which there is no current tax regime. 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 provision for income taxes differs from the amount computed by applying the U.S. statutory tax rate of 21% and Cayman Islands statutory tax rate of 0% as follows (in thousands): Years Ended December 31, 2019 2020 2021 Tax at statutory rate $ — $ — $ (153,862) State and local taxes (net of federal tax benefit) — — (3,531) Tax rate change — — 11,317 Change in valuation allowances 26,011 38,984 99,129 Foreign tax rate differential (20,883) (30,633) 2,354 Research and development tax credits (5,841) (8,874) (15,465) Warrant fair market value adjustment — — 68,649 Section 162(m) limitation - officers compensation — — 6,672 Uncertain tax position reserves 724 364 1,800 Stock-based compensation — (354) (16,344) Other (11) 513 (719) Total $ — $ — $ — The effective tax rate for 2019, 2020, and 2021 was 0% and is primarily due to the valuation allowances recorded on US and other local jurisdiction activities that the Company concluded do not meet the more likely than not criteria for realization. The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the consolidated financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. The total amount of unrecognized tax benefits (“UTBs”) at December 31, 2021 was $6.9 million. If recognized in the future, $5.8 million of the UTBs would impact the effective tax rate (prior to consideration of valuation allowance). The Company does not believe its total amount of unrecognized tax benefits will significantly increase or decrease within 12 months of the balance sheet date. A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands): Years Ended December 31, 2019 2020 2021 Unrecognized tax benefit, beginning of year $ 2,850 $ 4,029 $ 4,766 Increases related to current year tax positions 1,179 737 2,134 Unrecognized tax benefit, end of year $ 4,029 $ 4,766 $ 6,900 The Company classifies interest expense and penalties related to the underpayment of income taxes in the consolidated financial statements as income tax expense. As of December 31, 2019, 2020, and 2021 the Company recorded no accrued interest or penalties related to unrecognized tax benefits. The Company is subject to tax examination in U.S. federal and state and other local country jurisdictions for tax years 2016 to the present. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Years Ended December 31, 2019 2020 2021 Deferred tax assets: Net operating loss carryforwards $ 39,489 $ 74,417 $ 155,088 Tax credit carryforwards 4,879 9,833 18,769 Lease liability 1,320 1,116 797 Other 225 631 2,479 Stock-based compensation — 264 8,887 Gross deferred tax assets 45,913 86,261 186,020 Valuation allowance (43,985) (84,852) (184,892) Net deferred tax assets 1,928 1,409 1,128 Deferred tax liabilities: Property, plant and equipment 438 352 395 Intangible assets 10 — — Capital lease assets 1,480 1,057 733 Net deferred tax liabilities 1,928 1,409 1,128 Net deferred tax asset/(liability) $ — $ — $ — As of December 31, 2021, the Company had net operating loss (“NOL”) carryforwards of $971.5 million. Of these NOL carryforwards, $445.9 million expire at various times between 2022 and 2041 and $525.6 million does not expire. Additionally, as of December 31, 2021, $40.3 million of California state net operating losses are not more-likely-than-not to be sustained upon examination by the relevant taxing authority. As of December 31, 2021, the Company had a U.S. federal and state research and development tax credit carryforward resulting in a deferred tax asset of $23.7 million, of which $16.2 million will expire between 2035 and 2041 and $7.5 million does not expire. The Company’s ability to utilize the net operating losses and tax credit carryforwards is subject to limitations in the event of an ownership change as defined in Section 382 of the Internal Revenue Code (“IRC”) of 1986, as amended, and similar state law. In general, an ownership change occurs if the aggregate share ownership of certain stockholders increases by more than 50 percentage points over such stockholders’ lowest percentage ownership during the testing period. While the Company incurred multiple ownership changes and its NOL and tax credit carryforwards are subject to Section 382 limitations, the Company does not expect resulting limitations on its ability to utilize NOLs or other tax attributes once it achieves profitability. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations in the United States will not impact the Company’s effective tax rate. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. Diluted 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): Years Ended December 31, 2019 2020 2021 Numerator: Net loss $ (84,840) $ (177,870) $ (732,673) Less: Accretion of redeemable convertible preferred stock (201) (20,959) (4,135) Less: Deemed dividend on exchange of Series A-2 redeemable convertible preferred stock for Class A common stock (60,000) — — Net loss attributable to common stockholders, basic and diluted $ (145,041) $ (198,829) $ (736,808) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted $ 58,700,441 $ 58,929,271 $ 169,080,392 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (2.47) $ (3.37) $ (4.36) The following outstanding potentially dilutive ordinary share equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their antidilutive effect: Years Ended December 31, 2019 2020 2021 Redeemable convertible preferred stock 74,939,388 102,074,703 — Options to purchase common stock 7,571,031 13,295,497 7,684,778 RSUs subject to future vesting — 1,100,000 5,949,798 SVAs subject to future vesting — 3,653,146 315,559 Redeemable convertible preferred stock warrants — 16,459,024 — Early exercised options subject to future vesting — — 40,000 Common stock contingently issuable under ESPP — — 31,514 Total 82,510,419 136,582,370 14,021,649 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions At December 31, 2020, the Company had short-term, unsecured, interest free loans outstanding of approximately $0.6 million due to its executive chairman and 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 year ended December 31, 2021, the Company paid off these loans in their entirety, and received a refund of the guarantee deposit paid to Sina Corporation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 18, 2022, the Committee on Foreign Investment in the United States (“CFIUS”) concluded its review of the 2017 acquisition of the U.S. business of TuSimple LLC by Tusimple (Cayman) Limited and determined that there are no unresolved national security concerns. As part of the resolution, on February 18, 2022, the Company entered into a National Security Agreement (“NSA”) with the U.S. government under which it has agreed to limit access to certain data and adopt a technology control plan, appoint a security officer and a security director, establish a government security committee of the board of directors of the Company to be chaired by the security director, and periodically meet with and report to certain CFIUS monitoring agencies. In addition, current directors of the Company representing Sun Dream Inc, one of our stockholders, have agreed that they will not stand for re-election to the board of directors of the Company upon expiration of their current terms, and Sun Dream, Inc. has agreed that it will not nominate replacement candidates or increase its current shareholdings in the Company. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business TuSimple Holdings, Inc. (the “Company” or “TuSimple”) 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. |
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. Immediately prior to the 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 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 financial reporting. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the useful lives of long-lived assets, the valuation of stock-based compensation, the fair value of preferred share warrants and related party convertible loans, the measurement of deferred tax assets, the recoverability of long-lived assets, and the fair value of equipment under capital leases. On an ongoing basis, management evaluates these estimates and assumptions; however, actual results could materially differ from these estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash in banks and highly liquid investments, primarily certificates of deposit, purchased with an original maturity of three months or less. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The levels of inputs used to measure fair value are: • Level 1 — Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities. • Level 3 — Unobservable inputs in which there is little or no market data that are significant to the fair value of the assets or liabilities. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are recorded at invoiced amounts, net of allowance for doubtful accounts, and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors. In establishing any required allowance, the Company considers historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of any receivables in dispute, the current receivables aging, and the current payment terms. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. As of December 31, 2020 and 2021 the allowance for doubtful accounts was immaterial. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, are stated at cost less accumulated depreciation or amortization and any recorded impairment. Property and equipment under capital leases are initially recorded at the present value of minimum lease payments. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Property and Equipment Estimated Useful Life Electronic equipment 1-4 years Vehicles 5-6 years Office and other equipment 4-6 years Leasehold improvements Shorter of lease term or estimated useful life of the asset When assets are retired or otherwise disposed of, the cost, accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations in the period realized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to operating expense as incurred. Assets acquired under a capital lease are amortized in a manner consistent with the Company’s depreciation policy for owned assets if the lease transfers ownership to the Company by the end of the lease term or contains a bargain purchase option. Otherwise, assets acquired under a capital lease are amortized over the lease term. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets represent patents, which are carried at cost and amortized on a straight-line basis over their estimated useful lives of 20 years and presented within other assets in the Company’s consolidated balance sheet. The Company reviews intangible assets for impairment under the long-lived asset model described in the Impairment of Long-Lived Assets section. There have been no impairment charges recorded in any of the periods presented in the accompanying consolidated financial statements. As of December 31, 2020 and 2021, intangible assets are immaterial. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge is recognized based on the excess of the carrying amount of the asset or asset group over its fair value. There were no impairment charges recognized related to long-lived assets during the periods presented in the accompanying consolidated financial statements. |
Leases | Leases The Company categorizes leases at their inception as either operating or capital leases. As the lessee, a lease is a capital lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the property’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased property to the lessor at the inception date. A capital lease is accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. As of December 31, 2020 and 2021, assets under capital leases represent semi-trucks used for research and development and providing freight capacity services. Refer to Note 7. Commitments and Contingencies for further information. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”) as discussed further in Recently Adopted Accounting Pronouncements below. Topic 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. The impact of adopting Topic 606 on the Company’s revenue is not material to any of the periods presented. The Company recognizes revenue primarily from providing freight capacity services. Revenue is recognized when the customer obtains control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services. To date, the Company has not generated revenue from carrier-owned services. Satisfaction of Performance Obligation A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the basis of revenue recognition in accordance with GAAP. To determine the proper revenue recognition method for contracts, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance. For most of the Company’s contracts, the customer contracts with the Company to provide distinct services within a single contract, such as freight capacity services. The majority of the Company’s contracts with customers for freight capacity services include only one performance obligation, the freight capacity services. However, if a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company frequently sells standard freight capacity services with observable standalone sales prices. In these instances, the observable standalone sales are used to determine the standalone selling price. For freight capacity services, revenue is recognized over time as the Company performs the services in the contract because of the continuous transfer of control to the customer. The Company’s customers receive the benefit of the Company’s services as the goods are transported from one location to another. If the Company were unable to complete delivery to the final location, another entity would not need to re-perform the freight capacity service already performed. As control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. Management estimates the progress based on mileage completed to total mileage to be transported. Revenues are recorded net of value-added taxes and surcharges. Contract Modification Contracts may be modified to account for changes in the rates the Company charges its customers or to add additional distinct services. The Company considers contract modifications to exist when the modification either creates new enforceable rights and obligations or alters the existing arrangement. Contract modifications that add distinct goods or services are treated as separate performance obligations. Contract modifications that do not add distinct goods or services typically change the price of existing services. These contract modifications are accounted for prospectively as the remaining performance obligations are executed. Contract Assets and Liabilities Contract assets include billed and unbilled amounts resulting from in-transit packages, as the Company has an unconditional right to payment only once all performance obligations have been completed (e.g., packages have been delivered). Contract assets are generally classified as current and the full balance is converted each quarter based on the short-term nature of the transactions. The Company’s contract liabilities consist of advance payments and billings in excess of revenue. The full balance of contract liabilities is converted each quarter based on the short-term nature of the transactions. The Company did not have any contract assets or contract liabilities as of December 31, 2020 and 2021, respectively. Payment Terms Under the typical payment terms of the Company’s customer contracts, the customer pays at periodic intervals (i.e. every 14 days, 30 days etc.) for shipments included on invoices received. It is not customary business practice to extend payment terms past 90 days, and as such, the Company does not have a practice of including a significant financing component within its contracts with customers. Contract Costs Incremental costs of obtaining contracts are expensed as incurred if the amortization period of the assets is one year or less. These costs are included within cost of revenue in the consolidated statements of operations. Disaggregation of Revenue and Remaining Performance Obligations |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of fuel costs, insurance costs, depreciation of property and equipment (including semi-trucks acquired under capital leases), labor costs and other costs directly attributable to providing freight capacity services. |
Software Development Costs | Software Development Costs The Company evaluates capitalization of certain software development costs subsequent to the establishment of technological feasibility. Based on the Company’s product development process and substantial development risks, technological feasibility for the Company's purpose-built L4 autonomous semi-trucks and supporting applications has not been established. Accordingly, the Company has charged all such costs to research and development expense in the period incurred. |
Research and Development | Research and Development Research and development costs consist primarily of personnel-related expenses, including stock-based compensation costs, associated with software developers and engineering personnel and consultants responsible for the design, development, and testing of the Company’s autonomous truck driving solutions, depreciation of equipment used in research and development, and allocated overhead costs. Research and development costs are expensed as incurred. |
Selling, General and Administrative | Selling, General and Administrative Selling, general and administrative costs consist primarily of personnel-related expenses, including stock-based compensation costs, associated with the Company’s sales, marketing, management and administration activities, professional service fees, advertising expenses, sponsorship, public relations and other related marketing activities, and other general corporate expenses. Selling, general and administrative costs are expensed as incurred. |
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 fair value of the underlying common stock. The fair value of stock option awards is estimated on the grant date using the Black-Scholes option-pricing model which incorporates various assumptions, including the fair value of the underlying common stock, the expected stock price volatility over the term of the award, the risk-free interest rate for the expected term of the award and the expected dividends. The Company accounts for forfeitures as they occur. |
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 9. 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 using the 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 stock options, the Company determines the grant-date fair value using the Black-Scholes option-pricing model described above. For the CEO Performance Award 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, 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 9. Stock Based Compensation for further information. |
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. |
Income Taxes | Income Taxes Current income taxes are provided for in accordance with the relevant statutory tax laws and regulations. Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be fully realized. Due to our lack of earnings history, the net deferred tax assets have been fully offset by a valuation allowance. The Company records liabilities related to uncertain tax positions when, despite the Company’s belief that the Company’s tax return positions are supportable, the Company believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Company did not recognize a liability for uncertain tax positions as of December 31, 2020 and 2021 due to the availability of net operating loss and tax credit carryforwards. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries’ activities. Foreign currency transactions recognized in the consolidated statements of operations are converted to the functional currency by applying the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured monthly using the month-end exchange rate. Gains and losses resulting from foreign currency transactions and the effects of remeasuring monetary assets and liabilities are recorded in other income in the consolidated statements of operations. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive loss, a separate component of stockholders’ equity (deficit). |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components: net loss and other comprehensive loss. Other comprehensive loss refers to losses that are recorded as an element of stockholders’ equity (deficit) and are excluded from net loss. The Company’s other comprehensive loss is composed of foreign currency translation adjustments. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Prior to conversion to common stock upon the Company's IPO, the holders of the redeemable convertible preferred stock would have been entitled to dividends in preference to common stockholders, at a rate no less than the rate at which dividends are paid to common stockholders, prior to any payment of dividends to common stockholders. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to the redeemable convertible preferred stock. |
Segment Information | Segment Information The Company operates in one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), which is the management committee of the board of directors, in deciding how to allocate resources and assessing performance. The CODM allocates resources and assess performance based upon consolidated financial information. |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings arising out of its business, that cover a wide range of matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. Restricted cash has been reclassified to prepaid expenses and other current assets, accrued expenses incurred under joint development agreements have been reclassified to be presented separately from amounts due to related parties, and sales and marketing expense have been reclassified to selling, general and administrative expense. |
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 the guidance as of January 1, 2021 with no material impact to the Financial Statements. Recently Issued Accounting Pronouncements As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), as amended by subsequently issued supplemental or clarifying ASUs (collectively, "Topic 842"). 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 will adopt these ASUs on January 1, 2022 under a modified retrospective basis through a cumulative adjustment to the opening balance of accumulated deficit. The Company will not adjust the comparative period financial information or make the new required lease disclosures for periods before the effective date. In addition, the Company has elected 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 has also elected the short-term lease recognition exemption that allows lease agreements that are twelve months or less to be excluded from the balance sheet. The Company has not elected the use-of-hindsight practical expedient. The Company has identified its leases or other contracts impacted by the new standard and is in the process of (i) finalizing the implementation of a software solution to manage and account for leases under the new standard and (ii) updating its business processes and related policies, systems and controls to support recognition and disclosure under the new standard. In connection with the adoption of these ASUs, the Company expects a significant increase in assets and liabilities on its consolidated balance sheet, primarily due to recognition of right-of-use assets and lease liabilities in the range of $35.0 million to $45.0 million, respectively, for contracts that contain operating leases. The Company does not expect the adoption of these ASUs to have a material impact on its consolidated statement of operations or the consolidated statement of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , as amended by subsequently issued ASUs 2018-19, 2019-04, 2019-05, 2019-10 2019-11 and 2020-02 and 2020-03 (collectively, “Topic 326”), which requires an entity to utilize a new impairment model known as the current expected credit loss (“CECL”) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. For the Company, the new standard is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. Early adoption is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The amendments in the new standard are to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For the Company, the new standard will be effective for annual reporting periods beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for annual reporting periods beginning after December 15, 2020. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements. In October 2020, the FASB issue ASU No. 2020-10, Codification Improvements |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Property and Equipment Estimated Useful Life Electronic equipment 1-4 years Vehicles 5-6 years Office and other equipment 4-6 years Leasehold improvements Shorter of lease term or estimated useful life of the asset Property and equipment as of December 31, 2020 and 2021 were as follows (in thousands): As of December 31, 2020 2021 Electronic equipment $ 11,429 $ 12,761 Office and other equipment 6,152 9,423 Vehicles 12,775 21,043 Leasehold improvements 7,340 11,984 Construction in progress 225 5,258 Property and equipment, gross 37,921 60,469 Accumulated depreciation and amortization (15,805) (24,416) Property and equipment, net $ 22,116 $ 36,053 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands): As of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Certificates of deposit $ 279,279 $ 279,279 $ — $ — Total $ 279,279 $ 279,279 $ — $ — Liabilities: Warrants liability $ 42,452 $ — $ — $ 42,452 Total $ 42,452 $ — $ — $ 42,452 As of December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents: Money market funds $ 1,077,550 $ 1,077,550 $ — $ — Total $ 1,077,550 $ 1,077,550 $ — $ — |
Schedule of Fair Value Assumptions | The Company used the following assumptions in the model: As of December 31, February 26, March 19, 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): Warrant Liabilities Balance as of December 31, 2019 $ — Issuance of warrants 44,268 Reclassification of warrants from equity to liability 394 Exercises during the period (394) Change in fair value of warrants (1,816) 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 December 31, 2021 $ — |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, as follows: Property and Equipment Estimated Useful Life Electronic equipment 1-4 years Vehicles 5-6 years Office and other equipment 4-6 years Leasehold improvements Shorter of lease term or estimated useful life of the asset Property and equipment as of December 31, 2020 and 2021 were as follows (in thousands): As of December 31, 2020 2021 Electronic equipment $ 11,429 $ 12,761 Office and other equipment 6,152 9,423 Vehicles 12,775 21,043 Leasehold improvements 7,340 11,984 Construction in progress 225 5,258 Property and equipment, gross 37,921 60,469 Accumulated depreciation and amortization (15,805) (24,416) Property and equipment, net $ 22,116 $ 36,053 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of December 31, 2020 and 2021 were as follows (in thousands): As of December 31, 2020 2021 Accrued payroll $ 11,941 $ 33,225 Accrued professional fees 7,865 1,938 Other 3,155 6,535 Accrued expenses and other current liabilities $ 22,961 $ 41,698 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Leases | Future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 are as follows (in thousands): Capital Leases Operating Leases 2022 $ 1,253 $ 7,660 2023 978 7,891 2024 963 5,126 2025 1,761 3,435 2026 — 3,049 Thereafter — 22,524 Total minimum lease payments 4,955 $ 49,685 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Schedule of Capital Leases | Future minimum lease payments for non-cancelable operating and capital leases as of December 31, 2021 are as follows (in thousands): Capital Leases Operating Leases 2022 $ 1,253 $ 7,660 2023 978 7,891 2024 963 5,126 2025 1,761 3,435 2026 — 3,049 Thereafter — 22,524 Total minimum lease payments 4,955 $ 49,685 Amount representing interest (1,317) Present value of minimum lease payments $ 3,638 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Stock by Class | The following table is a summary of redeemable convertible preferred stock immediately prior to the conversion into common stock (in thousands, except share amounts and per share amounts): Series Shares Shares Issued Per Share Aggregate Per Share Net A 20,000,000 20,000,000 $ 0.3925 $ 7,850 $ 0.3925 $ 7,850 A-2 8,218,203 8,218,203 — — 7.3009 60,000 B-1 7,080,000 7,080,000 2.5000 17,700 2.5000 17,700 B-2 3,000,000 3,000,000 0.7667 2,300 0.7667 2,300 B-3 3,465,372 3,465,372 0.8657 3,000 0.8657 3,000 C 14,993,041 14,993,041 3.6941 55,386 3.6941 55,386 D-1 20,345,131 20,345,131 8.1121 165,042 8.1121 165,435 E 50,000,000 35,172,091 14.1401 497,336 14.1401 742,414 E-1 3,928,937 3,928,937 12.7261 50,000 12.7261 55,556 E-2 7,072,086 4,331,644 11.3121 49,000 11.3121 173,275 138,102,770 120,534,419 $ 847,614 $ 1,282,916 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [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: Year Ended December 31, 2021 Risk-free interest rate 0.06% Expected dividend yield — Expected volatility 97.10% Expected term (in years) 0.50 Fair value of common stock $44.39 |
Summary of Share Option Activities | A summary of the stock option activities, including the CEO Performance Award, for the year ended December 31, 2021 is as follows (in thousands, except share amounts, per share amounts, and years): Options Weighted- Weighted- Aggregate Outstanding at December 31, 2020 13,295,497 $ 1.29 7.99 $ 97,986 Granted 3,767,968 22.36 Exercised (8,580,984) 0.14 Cancelled/Forfeited (797,703) 1.27 Outstanding at December 31, 2021 7,684,778 $ 12.91 9.04 $ 188,722 Vested and exercisable at December 31, 2021 1,996,923 $ 4.38 8.80 $ 62,843 |
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: Years Ended December 31, 2019 2020 2021 Risk-free interest rate — 0.14% - 0.44% 0.33% - 1.25% Expected dividend yield — — — Expected volatility — 51.00% – 60.00% 50.00% Expected term (in years) — 2.21 – 6.06 4.05 - 6.22 Fair value of common stock — $1.52 – $8.24 $32.18 - $47.79 |
Summary of Nonvested Restricted Stock Unit Awards | The following table summarizes the activity related to RSUs for the year ended December 31, 2021: RSUs Weighted- Unvested and Outstanding at December 31, 2020 1,100,000 $ 14.14 Granted 6,197,229 47.57 Vested (1,217,573) 22.42 Cancelled (129,858) 47.42 Unvested and outstanding at December 31, 2021 5,949,798 $ 46.54 Vested and outstanding at December 31, 2021 15,603 $ 40.35 |
Summary of Nonvested Shareholder Value Awards Activity | The following table summarizes the activity related to SVAs for the year ended December 31, 2021: SVAs Weighted- Unvested and Outstanding at December 31, 2020 3,653,146 $ 3.20 Vested (3,070,459) 3.08 Cancelled (267,128) 5.77 Unvested and outstanding at December 31, 2021 315,559 $ 5.29 Vested and outstanding at December 31, 2021 — $ — |
Summary of Total Stock-based Compensation Expense | Years Ended December 31, 2019 2020 2021 Research and development $ — $ 917 $ 71,201 Selling, general and administrative — 11,846 51,395 Total stock-based compensation expense $ — $ 12,763 $ 122,596 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Provision for Income Taxes | Loss before provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2019 2020 2021 US $ (57,789) $ (95,000) $ (673,941) Cayman Islands (1,144) (50,358) — Foreign (25,950) (32,512) (58,732) Loss before provision for income taxes $ (84,883) $ (177,870) $ (732,673) |
Schedule of Provision for Income Taxes | Provision for income taxes consisted of the following (in thousands): Years Ended December 31, 2019 2020 2021 Current: US $ — $ — $ — Cayman Islands — — — Foreign — — — Total current provision — — — Deferred: US $ — $ — $ — Cayman Islands — — — Foreign — — — Total deferred provision — — — Total provision for income taxes $ — $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | Years Ended December 31, 2019 2020 2021 Tax at statutory rate $ — $ — $ (153,862) State and local taxes (net of federal tax benefit) — — (3,531) Tax rate change — — 11,317 Change in valuation allowances 26,011 38,984 99,129 Foreign tax rate differential (20,883) (30,633) 2,354 Research and development tax credits (5,841) (8,874) (15,465) Warrant fair market value adjustment — — 68,649 Section 162(m) limitation - officers compensation — — 6,672 Uncertain tax position reserves 724 364 1,800 Stock-based compensation — (354) (16,344) Other (11) 513 (719) Total $ — $ — $ — |
Schedule of Unrecognized Tax Position | A reconciliation of the beginning and ending balance to total unrecognized tax position is as follows (in thousands): Years Ended December 31, 2019 2020 2021 Unrecognized tax benefit, beginning of year $ 2,850 $ 4,029 $ 4,766 Increases related to current year tax positions 1,179 737 2,134 Unrecognized tax benefit, end of year $ 4,029 $ 4,766 $ 6,900 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Years Ended December 31, 2019 2020 2021 Deferred tax assets: Net operating loss carryforwards $ 39,489 $ 74,417 $ 155,088 Tax credit carryforwards 4,879 9,833 18,769 Lease liability 1,320 1,116 797 Other 225 631 2,479 Stock-based compensation — 264 8,887 Gross deferred tax assets 45,913 86,261 186,020 Valuation allowance (43,985) (84,852) (184,892) Net deferred tax assets 1,928 1,409 1,128 Deferred tax liabilities: Property, plant and equipment 438 352 395 Intangible assets 10 — — Capital lease assets 1,480 1,057 733 Net deferred tax liabilities 1,928 1,409 1,128 Net deferred tax asset/(liability) $ — $ — $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
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): Years Ended December 31, 2019 2020 2021 Numerator: Net loss $ (84,840) $ (177,870) $ (732,673) Less: Accretion of redeemable convertible preferred stock (201) (20,959) (4,135) Less: Deemed dividend on exchange of Series A-2 redeemable convertible preferred stock for Class A common stock (60,000) — — Net loss attributable to common stockholders, basic and diluted $ (145,041) $ (198,829) $ (736,808) Denominator: Weighted-average shares used in computing net loss per share, basic and diluted $ 58,700,441 $ 58,929,271 $ 169,080,392 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ (2.47) $ (3.37) $ (4.36) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding potentially dilutive ordinary share equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their antidilutive effect: Years Ended December 31, 2019 2020 2021 Redeemable convertible preferred stock 74,939,388 102,074,703 — Options to purchase common stock 7,571,031 13,295,497 7,684,778 RSUs subject to future vesting — 1,100,000 5,949,798 SVAs subject to future vesting — 3,653,146 315,559 Redeemable convertible preferred stock warrants — 16,459,024 — Early exercised options subject to future vesting — — 40,000 Common stock contingently issuable under ESPP — — 31,514 Total 82,510,419 136,582,370 14,021,649 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | Apr. 19, 2021USD ($)dvote$ / sharesshares | Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) |
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Stock-based compensation expense | $ 122,596,000 | $ 12,763,000 | $ 0 | ||
Estimated useful lives | 20 years | ||||
Impairment charges intangible assets | $ 0 | 0 | 0 | ||
Impairment charges related to long-lived assets | $ 0 | 0 | $ 0 | ||
Number of operating segments | segment | 1 | ||||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 0 | $ 0 | |||
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 | $ 600,000 | ||||
Minimum | Subsequent Event | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Right-of-use assets | $ 35,000,000 | ||||
Lease liabilities | 35,000,000 | ||||
Maximum | Subsequent Event | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Right-of-use assets | 45,000,000 | ||||
Lease liabilities | $ 45,000,000 | ||||
Initial Public Offering | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Preferred stock, authorized (in shares) | shares | 100,000,000 | ||||
Number of redeemable convertible preferred stock converted (in shares) | shares | 120,534,419 | ||||
Stock-based compensation expense | $ 42,600,000 | ||||
Initial Public Offering | Former Employees | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Stock-based compensation expense | $ 4,300,000 | ||||
Class A | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 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) | shares | 1,500 | ||||
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% | ||||
Class A | Initial Public Offering | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Number of shares issued and sold (in shares) | 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) | shares | 4,876,000,000 | ||||
Number of redeemable convertible preferred stock converted (in shares) | shares | 120,534,419 | ||||
Class A | Initial Public Offering | Founders | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Common stock, shares exchanged into Class B common stock (in shares) | shares | 12,000,000 | ||||
Class A | Private Placement | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Number of shares issued and sold (in shares) | shares | 874,999 | ||||
Class B | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 24,000,000 | 0 | |||
Number of votes per share | vote | 10 | ||||
Class B | Initial Public Offering | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Common stock, shares authorized (in shares) | shares | 24,000,000 | ||||
Percentage of outstanding shares threshold | 75.00% | ||||
Class B | Initial Public Offering | Founders | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Maximum stock conversion outstanding shares threshold | shares | 12,000,000 | ||||
Class B | Initial Public Offering | Founders | Minimum | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Stock conversion threshold days | d | 61 | ||||
Class B | Initial Public Offering | Founders | Maximum | |||||
Description Of Business And Summary Of Significant Accounting Policies Disclosure [Line Items] | |||||
Stock conversion threshold days | d | 180 | ||||
Class B | Initial Public Offering | 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 | ||||
Class B | Initial Public Offering | 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 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Electronic equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Electronic equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 4 years |
Vehicles | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Vehicles | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 6 years |
Office and other equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 4 years |
Office and other equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 6 years |
Concentrations and Risks (Detai
Concentrations and Risks (Details) ¥ in Millions, $ in Millions | Dec. 31, 2021CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2020USD ($) |
Risks and Uncertainties [Abstract] | ||||
Restricted cash | ¥ 49.2 | $ 7.7 | ¥ 28.2 | $ 4.2 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 |
Liabilities: | |||||
Warrants liability | $ 0 | $ 42,452 | $ 42,300 | $ 2,000 | $ 0 |
Recurring Basis | |||||
Assets: | |||||
Total | 1,077,550 | 279,279 | |||
Liabilities: | |||||
Warrants liability | 42,452 | ||||
Total | 42,452 | ||||
Recurring Basis | Level 1 | |||||
Assets: | |||||
Total | 1,077,550 | 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: | 279,279 | ||||
Recurring Basis | Certificates of deposit | Level 1 | |||||
Assets: | |||||
Cash equivalents: | 279,279 | ||||
Recurring Basis | Certificates of deposit | Level 2 | |||||
Assets: | |||||
Cash equivalents: | 0 | ||||
Recurring Basis | Certificates of deposit | Level 3 | |||||
Assets: | |||||
Cash equivalents: | $ 0 | ||||
Recurring Basis | Money market funds | |||||
Assets: | |||||
Cash equivalents: | 1,077,550 | ||||
Recurring Basis | Money market funds | Level 1 | |||||
Assets: | |||||
Cash equivalents: | 1,077,550 | ||||
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 - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Measurements [Line Items] | |||||
Proceeds from warrant exercises | $ 183,007 | $ 2,500 | $ 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 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) | Dec. 31, 2021$ / shares | Mar. 19, 2021$ / shares | Feb. 26, 2021$ / 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) | $ 14.14 | $ 40 | $ 40 |
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 (in years) | |||
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 (in years) | 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 (in years) | 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant And Right Outstanding Rollforward [Roll Forward] | |||
Beginning balance | $ 42,452 | $ 0 | |
Issuance of warrants | 44,268 | ||
Reclassification of warrants from equity to liability | 394 | ||
Exercises during the period | (369,352) | (394) | |
Change in fair value of warrants liability | 326,900 | (1,816) | $ 0 |
Ending balance | $ 0 | $ 42,452 | $ 0 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 60,469 | $ 37,921 |
Accumulated depreciation and amortization | (24,416) | (15,805) |
Property and equipment, net | 36,053 | 22,116 |
Electronic equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 12,761 | 11,429 |
Office and other equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,423 | 6,152 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 21,043 | 12,775 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 11,984 | 7,340 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,258 | $ 225 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 9,500 | $ 7,700 | $ 5,600 |
Property and equipment, net | 36,053 | 22,116 | |
Accumulated amortization | 24,416 | 15,805 | |
Capital leases | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | 3,300 | 4,500 | |
Accumulated amortization | $ 2,500 | $ 1,500 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Accrued payroll | $ 33,225 | $ 11,941 |
Accrued professional fees | 1,938 | 7,865 |
Other | 6,535 | 3,155 |
Accrued expenses and other current liabilities | $ 41,698 | $ 22,961 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||||||||
Amounts due to related parties | $ 4,360 | $ 0 | $ 4,360 | |||||||
Proceeds from loans | 0 | 4,134 | $ 0 | |||||||
Gain on loan extinguishment | 4,183 | 0 | $ 0 | |||||||
Current principal amount | $ 4,623 | 1,524 | $ 4,623 | |||||||
Paycheck Protection Program Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gain on loan extinguishment | $ 4,200 | |||||||||
Series D-1 Convertible Preferred Shares | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 308,182 | 1,232,370 | 1,232,730 | 621,447 | 1,854,177 | 6,471,833 | ||||
Shares issued price per share (in usd per share) | $ 8.11 | $ 8.11 | $ 8.11 | |||||||
Series E Redeemable Convertible Preferred Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 4,650,999 | |||||||||
Shares issued price per share (in usd per share) | $ 12.73 | |||||||||
Conversion of related party convertible loan to Series E-1 redeemable convertible preferred shares (in shares) | 3,928,937 | |||||||||
Paycheck Protection Program Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from loans | $ 4,100 | |||||||||
Truck Purchase Loans | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 8.95% | 8.95% | ||||||||
Principal amount | $ 1,900 | $ 5,600 | $ 1,900 | |||||||
Term | 60 months | 42 months | ||||||||
Current principal amount | $ 1,500 | |||||||||
Noncurrent principal amount | $ 5,200 | |||||||||
Truck Purchase Loans | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 6.96% | |||||||||
Truck Purchase Loans | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 9.73% | |||||||||
Affiliated Entity | Scania | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amounts due to related parties | $ 5,000 | |||||||||
Affiliated Entity | SUN Dream, Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible loan, related party | $ 50,000 | |||||||||
Interest rate | 10.00% | |||||||||
Discounted conversion price | 90.00% | |||||||||
Affiliated Entity | SUN Dream, Inc | Series D-1 Convertible Preferred Shares | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares issued price per share (in usd per share) | $ 8.11 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments for Non-cancelable Operating and Capital Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases | |
2022 | $ 7,660 |
2023 | 7,891 |
2024 | 5,126 |
2025 | 3,435 |
2026 | 3,049 |
Thereafter | 22,524 |
Total minimum lease payments | 49,685 |
Capital Leases | |
2022 | 1,253 |
2023 | 978 |
2024 | 963 |
2025 | 1,761 |
2026 | 0 |
Thereafter | 0 |
Total minimum lease payments | 4,955 |
Amount representing interest | (1,317) |
Present value of minimum lease payments | $ 3,638 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies [Line Items] | ||||
Rental expense | $ 5,700 | $ 4,600 | $ 4,400 | |
Research and development | 287,167 | $ 132,001 | $ 63,619 | |
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_3
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 19, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred Units [Line Items] | |||||||||||
Proceeds from issuance of warrants | $ 0 | $ 11,943 | $ 0 | ||||||||
Warrants liability | $ 42,300 | $ 2,000 | 0 | 42,452 | 0 | ||||||
Proceeds from exercise of warrants for redeemable convertible preferred stock | 183,007 | 2,500 | $ 0 | ||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 4,135 | $ 20,959 | |||||||||
Excess warrants proceeds paid as compensation | $ 32,300 | ||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 120,534,419 | 0 | 102,074,703 | ||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 120,534,419 | 0 | 102,074,703 | ||||||||
Initial Public Offering | |||||||||||
Preferred Units [Line Items] | |||||||||||
Number of redeemable convertible preferred stock converted (in shares) | 120,534,419 | ||||||||||
Series D-1 Convertible Preferred Shares | |||||||||||
Preferred Units [Line Items] | |||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 308,182 | 1,232,370 | 1,232,730 | 621,447 | 1,854,177 | 6,471,833 | |||||
Shares issued price per share (in usd per share) | $ 8.11 | $ 8.11 | $ 8.11 | ||||||||
Proceeds from issuance of warrants | $ 2,500 | $ 10,000 | $ 5,000 | ||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 201 | ||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 20,345,131 | ||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 20,345,131 | ||||||||||
Series E Convertible Preferred Stock | |||||||||||
Preferred Units [Line Items] | |||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 25,695,018 | 21,044,019 | |||||||||
Shares issued price per share (in usd per share) | $ 14.14 | ||||||||||
Proceeds from issuance of warrants | $ 363,300 | ||||||||||
Stock issuance costs | 13,100 | ||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 35,172,091 | ||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 35,172,091 | ||||||||||
Series E Convertible Preferred Stock | Accumulated Deficit | |||||||||||
Preferred Units [Line Items] | |||||||||||
Accretion of redeemable convertible preferred shares to redemption value | 9,000 | ||||||||||
Series E Convertible Preferred Stock | Additional Paid-in Capital | |||||||||||
Preferred Units [Line Items] | |||||||||||
Accretion of redeemable convertible preferred shares to redemption value | $ 2,000 | $ 4,100 | |||||||||
Series E Convertible Preferred Stock | Navistar, Inc. | |||||||||||
Preferred Units [Line Items] | |||||||||||
Warrants to purchase preferred stock (in shares) | 9,477,073 | ||||||||||
Exercise price per share (in dollars per share) | $ 14.14 | ||||||||||
Proceeds from exercise of warrants for redeemable convertible preferred stock | $ 134,000 | ||||||||||
Series E-2 Convertible Preferred Stock | |||||||||||
Preferred Units [Line Items] | |||||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 4,331,644 | ||||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 4,331,644 | ||||||||||
Series E-2 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 Prefer_4
Redeemable Convertible Preferred Stock and Preferred Stock Warrants, and Stockholders’ Equity (Deficit) - Schedule of Stock by Class (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Apr. 19, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 0 | 138,102,770 | 138,102,770 |
Shares Outstanding (in shares) | 0 | 120,534,419 | 102,074,703 |
Shares Issued (in shares) | 0 | 120,534,419 | 102,074,703 |
Aggregate Liquidation Preference | $ 0 | $ 847,614 | $ 598,842 |
Per Share Initial Conversion Price (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Net Carrying Value | $ 0 | $ 1,282,916 | $ 664,791 |
Series A Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 20,000,000 | ||
Shares Outstanding (in shares) | 20,000,000 | ||
Shares Issued (in shares) | 20,000,000 | ||
Per Share Liquidation Preference (in dollars per share) | $ 0.3925 | ||
Aggregate Liquidation Preference | $ 7,850 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 0.3925 | ||
Net Carrying Value | $ 7,850 | ||
Series A-2 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 8,218,203 | ||
Shares Outstanding (in shares) | 8,218,203 | ||
Shares Issued (in shares) | 8,218,203 | ||
Per Share Liquidation Preference (in dollars per share) | $ 0 | ||
Aggregate Liquidation Preference | $ 0 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 7.3009 | ||
Net Carrying Value | $ 60,000 | ||
Series B-1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 7,080,000 | ||
Shares Outstanding (in shares) | 7,080,000 | ||
Shares Issued (in shares) | 7,080,000 | ||
Per Share Liquidation Preference (in dollars per share) | $ 2.5000 | ||
Aggregate Liquidation Preference | $ 17,700 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 2.5000 | ||
Net Carrying Value | $ 17,700 | ||
Series B-2 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 3,000,000 | ||
Shares Outstanding (in shares) | 3,000,000 | ||
Shares Issued (in shares) | 3,000,000 | ||
Per Share Liquidation Preference (in dollars per share) | $ 0.7667 | ||
Aggregate Liquidation Preference | $ 2,300 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 0.7667 | ||
Net Carrying Value | $ 2,300 | ||
Series B-3 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 3,465,372 | ||
Shares Outstanding (in shares) | 3,465,372 | ||
Shares Issued (in shares) | 3,465,372 | ||
Per Share Liquidation Preference (in dollars per share) | $ 0.8657 | ||
Aggregate Liquidation Preference | $ 3,000 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 0.8657 | ||
Net Carrying Value | $ 3,000 | ||
Series C Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 14,993,041 | ||
Shares Outstanding (in shares) | 14,993,041 | ||
Shares Issued (in shares) | 14,993,041 | ||
Per Share Liquidation Preference (in dollars per share) | $ 3.6941 | ||
Aggregate Liquidation Preference | $ 55,386 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 3.6941 | ||
Net Carrying Value | $ 55,386 | ||
Series D-1 Convertible Preferred Shares | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 20,345,131 | ||
Shares Outstanding (in shares) | 20,345,131 | ||
Shares Issued (in shares) | 20,345,131 | ||
Per Share Liquidation Preference (in dollars per share) | $ 8.1121 | ||
Aggregate Liquidation Preference | $ 165,042 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 8.1121 | ||
Net Carrying Value | $ 165,435 | ||
Series E Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 50,000,000 | ||
Shares Outstanding (in shares) | 35,172,091 | ||
Shares Issued (in shares) | 35,172,091 | ||
Per Share Liquidation Preference (in dollars per share) | $ 14.1401 | ||
Aggregate Liquidation Preference | $ 497,336 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 14.1401 | ||
Net Carrying Value | $ 742,414 | ||
Series E1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 3,928,937 | ||
Shares Outstanding (in shares) | 3,928,937 | ||
Shares Issued (in shares) | 3,928,937 | ||
Per Share Liquidation Preference (in dollars per share) | $ 12.7261 | ||
Aggregate Liquidation Preference | $ 50,000 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 12.7261 | ||
Net Carrying Value | $ 55,556 | ||
Series E-2 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares Authorized (in shares) | 7,072,086 | ||
Shares Outstanding (in shares) | 4,331,644 | ||
Shares Issued (in shares) | 4,331,644 | ||
Per Share Liquidation Preference (in dollars per share) | $ 11.3121 | ||
Aggregate Liquidation Preference | $ 49,000 | ||
Per Share Initial Conversion Price (in dollars per share) | $ 11.3121 | ||
Net Carrying Value | $ 173,275 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Apr. 19, 2021USD ($) | Mar. 31, 2021USD ($)sEMI-TRUCK$ / sharesshares | Apr. 30, 2017 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 122,596 | $ 12,763 | $ 0 | |||
Shares purchased under ESPP (in shares) | shares | 0 | |||||
Share-based compensation | $ 122,596 | $ 12,763 | $ 0 | |||
Expected dividend yield | 0.00% | |||||
Initial Public Offering | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 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 2 months 15 days | |||||
Granted (in shares) | shares | 3,767,968 | 0 | ||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 27.98 | $ 3.61 | ||||
Stock options exercise price (in dollars per share) | $ / shares | $ 22.36 | |||||
Exercises (in shares) | shares | 8,580,984 | 0 | ||||
Intrinsic value of options exercised | $ 11,100 | $ 3,700 | ||||
Unrecognized share-based compensation expense | $ 92,500 | |||||
Share-based compensation | $ 18,800 | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Stock options contractual life | 9 years 14 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 | 2 years 11 months 1 day | |||||
Stock options exercise price (in dollars per share) | $ / shares | $ 14.14 | |||||
Unrecognized share-based compensation expense | $ 25,100 | |||||
Share-based compensation | 7,100 | |||||
Stock options granted (in shares) | shares | 1,150,000 | |||||
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 | $ 243,300 | |||||
Unrecognized share-based compensation expense, weighted-average service period | 3 years 1 month 13 days | |||||
Share-based compensation | $ 23,800 | |||||
Employee Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 600 | |||||
Unrecognized share-based compensation expense | $ 300 | |||||
Unrecognized share-based compensation expense, weighted-average service period | 1 month 28 days | |||||
Expected dividend yield | 0.00% | |||||
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% | |||||
Class A Common Stock | Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 6,900 | |||||
Granted (in shares) | shares | 1,899,680 | |||||
Granted (in dollars per share) | $ / shares | $ 3.62 | |||||
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) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Employee Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.06% | ||
Expected dividend yield | 0.00% | ||
Expected volatility | 97.10% | ||
Expected term (in years) | 6 months | ||
Fair value of ordinary shares (in dollars per share) | $ 44.39 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.00% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 50.00% | 0.00% | |
Fair value of ordinary shares (in dollars per share) | $ 0 | ||
Risk-free interest rate maximum | 1.25% | 0.44% | |
Risk-free interest rate minimum | 0.33% | 0.14% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Share Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options Outstanding | |||
Outstanding, beginning of period (in shares) | 13,295,497 | ||
Granted (in shares) | 3,767,968 | 0 | |
Exercised (in shares) | (8,580,984) | 0 | |
Cancelled/Forfeited (in shares) | (797,703) | ||
Outstanding, end of period (in shares) | 7,684,778 | 13,295,497 | |
Vested and exercisable (in shares) | 1,996,923 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning of period (in dollars per share) | $ 1.29 | ||
Granted (in dollars per share) | 22.36 | ||
Exercised (in shares) | 0.14 | ||
Cancelled/Forfeited (in dollars per share) | 1.27 | ||
Outstanding, end of period (in dollars per share) | 12.91 | $ 1.29 | |
Vested and exercisable (in dollars per share) | $ 4.38 | ||
Weighted-Average Remaining Life (Years) | |||
Outstanding | 9 years 14 days | 7 years 11 months 26 days | |
Vested and exercisable | 8 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 188,722 | $ 97,986 | |
Vested and exercisable | $ 62,843 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Estimated Grant Date Fair Value of Company's Stock Based Option Awards (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate | 0.00% | ||
Risk-free interest rate minimum | 0.33% | 0.14% | |
Risk-free interest rate maximum | 1.25% | 0.44% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 50.00% | 0.00% | |
Expected volatility minimum | 0.51% | ||
Expected volatility maximum | 60.00% | ||
Fair value of ordinary shares (in dollars per share) | $ 0 | ||
Stock Options | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 18 days | 2 years 2 months 15 days | |
Fair value of ordinary shares (in dollars per share) | $ 32.18 | $ 1.52 | |
Stock Options | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 2 months 19 days | 6 years 21 days | |
Fair value of ordinary shares (in dollars per share) | $ 47.79 | $ 8.24 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Nonvested Restricted Stock Unit Awards (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
RSUs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 1,100,000 |
Granted (in shares) | shares | 6,197,229 |
Vested (in shares) | shares | (1,217,573) |
Cancelled (in shares) | shares | (129,858) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 5,949,798 |
Vested and Outstanding, Ending Balance (in shares) | shares | 15,603 |
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 | 47.57 |
Vested (in dollars per share) | $ / shares | 22.42 |
Cancelled (in dollars per share) | $ / shares | 47.42 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 46.54 |
Vested and Outstanding, Ending Balance (in dollars per share) | $ / shares | $ 40.35 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Nonvested Shareholder Value Awards Activity (Details) - Shareholder Value Awards (SVAs) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
SVAs Outstanding | |
Unvested and Outstanding, Beginning Balance (in shares) | shares | 3,653,146 |
Vested (in shares) | shares | (3,070,459) |
Cancelled (in shares) | shares | (267,128) |
Unvested and Outstanding, Ending Balance (in shares) | shares | 315,559 |
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 | 5.77 |
Unvested and Outstanding, Ending Balance (in dollars per share) | $ / shares | 5.29 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 122,596 | $ 12,763 | $ 0 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 71,201 | 917 | 0 |
Selling, general and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 51,395 | $ 11,846 | $ 0 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Foreign | $ (58,732) | $ (32,512) | $ (25,950) |
Loss before provision for income taxes | (732,673) | (177,870) | (84,883) |
US | |||
Income Tax Contingency [Line Items] | |||
Domestic | (673,941) | (95,000) | (57,789) |
Cayman Islands | |||
Income Tax Contingency [Line Items] | |||
Domestic | $ 0 | $ (50,358) | $ (1,144) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Foreign | $ 0 | $ 0 | $ 0 |
Total current provision | 0 | 0 | 0 |
Deferred: | |||
Foreign | 0 | 0 | 0 |
Total deferred provision | 0 | 0 | 0 |
Provision for income taxes | 0 | 0 | 0 |
US | |||
Current: | |||
Domestic | 0 | 0 | 0 |
Deferred: | |||
Domestic | 0 | 0 | 0 |
Cayman Islands | |||
Current: | |||
Domestic | 0 | 0 | 0 |
Deferred: | |||
Domestic | $ 0 | $ 0 | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory rate | $ (153,862) | $ 0 | $ 0 |
State and local taxes (net of federal tax benefit) | (3,531) | 0 | 0 |
Tax rate change | 11,317 | 0 | 0 |
Change in valuation allowances | 99,129 | 38,984 | 26,011 |
Foreign tax rate differential | 2,354 | (30,633) | (20,883) |
Research and development tax credits | (15,465) | (8,874) | (5,841) |
Warrant fair market value adjustment | 68,649 | 0 | 0 |
Section 162(m) limitation - officers compensation | 6,672 | 0 | 0 |
Uncertain tax position reserves | 1,800 | 364 | 724 |
Stock-based compensation | (16,344) | (354) | 0 |
Other | (719) | 513 | (11) |
Provision for income taxes | $ 0 | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0.00% | 0.00% | 0.00% | |
Total unrecognized tax benefits | $ 6,900,000 | $ 4,766,000 | $ 4,029,000 | $ 2,850,000 |
Unrecognized tax benefits that would impact effective tax rate | 5,800,000 | |||
Accrued interest or penalties related to unrecognized tax benefits | 0 | 0 | 0 | |
Net operating loss carryforwards | 971,500,000 | |||
Net operating loss carryforwards deferred tax assets | 155,088,000 | 74,417,000 | 39,489,000 | |
Net operating loss carryforwards, expiration | 445,900,000 | |||
Net operating loss carryforwards, no expiration | 525,600,000 | |||
Net operating loss carryforwards, not sustained upon examination | 40,300,000 | |||
Research and development tax credit carryforward | 23,700,000 | |||
Tax credit carryforwards subject to expiration | 16,200,000 | |||
Tax credit carryforwards not subject to expiration | 7,500,000 | |||
Net change in total valuation allowance | $ 100,000,000 | $ 40,900,000 | $ 25,800,000 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Position (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefit, beginning of year | $ 4,766 | $ 4,029 | $ 2,850 |
Increases related to current year tax positions | 2,134 | 737 | 1,179 |
Unrecognized tax benefit, end of year | $ 6,900 | $ 4,766 | $ 4,029 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 155,088 | $ 74,417 | $ 39,489 |
Tax credit carryforwards | 18,769 | 9,833 | 4,879 |
Lease liability | 797 | 1,116 | 1,320 |
Other | 2,479 | 631 | 225 |
Stock-based compensation | 8,887 | 264 | 0 |
Gross deferred tax assets | 186,020 | 86,261 | 45,913 |
Valuation allowance | (184,892) | (84,852) | (43,985) |
Net deferred tax assets | 1,128 | 1,409 | 1,928 |
Deferred tax liabilities: | |||
Property, plant and equipment | 395 | 352 | 438 |
Intangible assets | 0 | 0 | 10 |
Capital lease assets | 733 | 1,057 | 1,480 |
Net deferred tax liabilities | 1,128 | 1,409 | 1,928 |
Net deferred tax asset/(liability) | $ 0 | $ 0 | $ 0 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss | $ (732,673) | $ (177,870) | $ (84,840) |
Less: Accretion of redeemable convertible preferred stock | (4,135) | (20,959) | (201) |
Less: Deemed dividend on exchange of Series A-2 redeemable convertible preferred stock for Class A common stock | 0 | 0 | (60,000) |
Net loss attributable to common stockholders, basic | (736,808) | (198,829) | (145,041) |
Net loss attributable to common stockholders, diluted | $ (736,808) | $ (198,829) | $ (145,041) |
Denominator: | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 169,080,392 | 58,929,271,000 | 58,700,441,000 |
Net loss per share: | |||
Net loss per share attributable to common stockholders, basic and diluted | $ (4.36) | $ (3.37) | $ (2.47) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,021,649 | 136,582,370 | 82,510,419 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 102,074,703 | 74,939,388 |
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 (in shares) | 7,684,778 | 13,295,497 | 7,571,031 |
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 (in shares) | 5,949,798 | 1,100,000 | 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 (in shares) | 315,559 | 3,653,146 | 0 |
Redeemable convertible preferred stock warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 16,459,024 | 0 |
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 (in shares) | 40,000 | 0 | 0 |
Common stock contingently issuable under ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 31,514 | 0 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 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 |